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Category Archives: Business Management

Structuring for growth

September 19, 2017

Most of our clients plan to grow their business. They don’t want to stay stagnant and stay where they are. They want to create something bigger. Usually, they have legal entities involved. As we’ve discussed in an earlier blog, it’s smart to form a legal entity when you know that you’re going to be doing business to get that separation of personal and business liability. Most people start with this.

There’s some point the business starts to expand, and they start asking a lot of questions about, “How do I divide these entities?… Read the rest

Where’s the Emergency Exit?

September 18, 2017

We do a lot of work crafting partnership agreements. If you’ve been a frequent reader of our blogs, you’ll know it’s something we talk about often in length. But one of the keys to partnership agreements is to have an exit strategy. So often, when we have problems in partnerships, it’s because the partners have decided to go different directions and there’s no way for one of them to safely exit without fighting with the other. However, I’m a big fan of partnerships, and I believe partnerships can add lots of economic value.… Read the rest

How to Protect Yourself When Things Fall Apart: Business Partnership, Disagreement, and Dissolution (Part II)

September 11, 2017

In Cline v. Grelock, [1] the business partners were two-lifetime friends who started a towing business called American Asset Recovery, LLC (“AAR”) d/b/a Hound Dog Recovery.  To start the business, Grelock and Cline personally guaranteed a bank loan for AAR to buy a motor vehicle for the business.  The business did not succeed. It had significant debts and did not clear a profit.  The relationship between the two co-owners also deteriorated to the point where continuing the business was not an option. … Read the rest

How to Protect Yourself When Things Fall Apart: Business Partnership, Disagreement, and Dissolution (Part I)

September 8, 2017

We write and speak often on business partnership, especially the 4 Ds (death, disability, divorce, and disagreement), which can have a significant impact on your businesses.

We talked about in previous blogs about business divorce and why business partners may disagree. We described some examples of conflict that business owners may experience and what they can do to protect themselves and the value of their business in the event of a business break-up or disruption.  We regularly conduct workshops titled structuring partnerships to help business owners become aware of these issues. … Read the rest

What If Your LLC Doesn’t Fit

September 6, 2017

Today I want to talk about your LLC and specifically your LLC agreement. What if your LLC agreement doesn’t fit your circumstances? A lot of times companies find that when they go back and revisit their LLC agreement, it doesn’t fit their circumstances. Maybe it was a form agreement that was downloaded off the internet early in the history of the company. Maybe that company has evolved and changed – the ownership’s changed. The valuation mechanisms in the LLC have changed.… Read the rest

The Dangers of Joint Representation Part 3

August 24, 2017

In today’s blog, we will address conflict of interest in a joint representation.

If you and your business partner still plan on hiring the services of one lawyer, you will be pleased to know that the existence of a conflict of interest does not necessarily disqualify a lawyer from representing more than one client in the same transaction.  But it is something that needs to be addressed by considering all the facts and circumstances.

# 1 The lawyer needs to determine whether a conflict of interest exists and, if so, whether it can be waived by the clients’ informed consent.Read the rest

The Dangers of Joint Representation (Part 2)

August 23, 2017

In this post, we will discuss why every client needs to have his or her own lawyer.

It may not be readily apparent to most non-lawyers (and even some lawyers), but in every case or matter where a lawyer represents more than one person, there is potential for a conflict of interest. This means the representation of one client will be directly adverse to another client or there is a significant risk that the representation will be materially limited by the lawyer’s responsibilities to another client.… Read the rest

When to Have a Non-Disclosure Agreement

August 15, 2017

When do you need an NDA, a Non-Disclosure Agreements? They protect your intellectual property. In theory, we should always have an NDA anytime we’re talking to anybody about our business. But in the real world, that doesn’t work. One of my good friends is a frequent investor in businesses, he’s built many businesses and every once in a while he’ll talk to people about their business, without signing an NDA. So he will talk to you and he’s very open minded, he’s probably not going to steal your idea, but he won’t sign an NDA.… 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.