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What is a Conflict Check?

October 11, 2017

You know, the word conflict check rolls off a lawyer’s tongue very easily. It’s something we’re used to doing. Essentially, the way our attorney ethics rules are written is we’re only allowed to work with one client in a particular deal if their interests are out of alignment with another client. We can work together with two clients if their interests are aligned and the clients know that we’re working with both of them, but in most cases, we have a tension between parties.… Read the rest

Advantages of Incorporating in Delaware

October 10, 2017

Delaware is the top jurisdiction for corporate law in that over 60% of the major companies are incorporated there. The courts of chancery have developed a coherent body of law, which other jurisdictions now follow.

Other states have tried to copy Delaware’s success with limited results. But it’s not just about copying the statute, it’s also about having a body of professionals who are experts in that law and who have provided a well-developed framework that the companies can rely on.… Read the rest

What to Consider about One-Stop Legal Shopping

October 9, 2017

Our job as attorneys is to service our clients. There’s not much doubt about that, and many of our clients show up wanting a one-stop shop. They want a law firm under one roof that can service their needs. This is the providence of the big law firms. If you have a big law firm, you can have lots of lawyers and lots of different practice areas, but the truth is that not every law firm has every practice area. Sometimes there are holes in the lineup.… Read the rest

What is Securities Law, Why Does it Matter, and What are the Basics of Compliance?

October 6, 2017

You’ve probably heard this term securities law floating around, but you’re a small or medium-sized company. What does it matter to you? Truth is, it matters a lot. A lot of people think of the FCC, investigations, big things on security law, so they think it’s companies like General Electric, IBM, Google, Facebook, other companies that are publicly traded on the stock market. Those are the ones that need to worry about securities law, not smaller companies, but guess what? It’s not so.… Read the rest

The Complexities of Partnership Agreements

October 5, 2017

Partnership agreements are rarely as simple as people think they are. I spent a lot of time working on partnership agreements. What I find interesting is a lot of people think partnership agreements are simple. Give me a standard partnership agreement. We’re just doing a normal partnership agreement. These are the types of statements I might hear when somebody’s calling us, but there is a lot more complexity to partnership agreements.

Fundamentally, every partnership is different. There’s different understanding and you need to dig in and understand that dynamic.… Read the rest

Tips for Good Contract Drafting

October 4, 2017

I was recently asked for some tips on how to put together a good contract, or how to make an agreement that really works. We as lawyers spend a lot of time drafting contracts and agreements. It’s one of the primary functions that we do. For myself, sometimes it’s in the form of partnership agreements when we have multiple owners coming together for a business, corporate documents when we’re implementing a continuity plan when owners are planning for the future when they may not be involved in their business, or equity incentives, or other contracts for commercial terms of agreements between a company and its investors or its customers or vendors.… Read the rest

Can you be liable for referring somebody else?

October 3, 2017

We live in a world of referrals, and it is all about getting the right people connected with the right people. At times, our clients need help that we cannot provide. In truth, if we are being a great service provider, we know the limits of our ability and we want to make sure those clients are taken care of.

The short answer is “Yes, we can be responsible for negligent referrals.” There are cases that hold lawyers and other professionals responsible for making referrals.… Read the rest

Sole Prop vs. LLC vs. Corp.

October 2, 2017

I am going to discuss one of the most common questions I get when I speak to audiences with newer businesses. Should I be an LLC, should I be a corporation, and is it okay to be a sole proprietorship? It really depends on your situation, so we really want to look at your circumstances. I get clients in all of these different baskets, and we really have to look at it, carefully.

Now, typically, if you have more than one person in your business, you want to get rid of the sole proprietorship.… Read the rest

All postings are intended to be planning tools to familiarize readers with some of the high-level issues discussed therein. No posting is intended to be a comprehensive discussion and additional details should be discussed with your transaction planners including attorneys, accountants, consultants, bankers and other business planners who can provide advice for your circumstances. This article should not be treated as legal advice to any person or entity.