legal services for innovators, start-ups & entrepreneurs
We live in a litigious world. It’s not unusual for directors and officers of a company or other organization to be sued — sometimes simply — because they are directors and officers of the organization. Directors and officers may be sued for a variety of reasons, including: Breach of fiduciary duty which results in financial … Read more D&O Insurance
Your business is organized as a limited liability company, corporation or other entity. Its legal name includes a suffix such as ‘Inc.’ or ‘LLC’. However for marketing or other purposes, you wish to use the name without the suffix. A problem? Yes. Background Individuals, acting by themselves or with a group, are generally responsible for … Read more Dropping the Use of LLC and Inc.
Outside of a dog, a book is man’s best friend. Groucho Marx Your business is doing well. So well, that you’re thinking it’s time to expand. One possibility is to slowly continue to build the business by adding customers or clients one at a time. Another possibility is to quickly add new customers or clients by … Read more Buying a Book of Business
The U.S. military apparently needs an intellectual property lawyer. Although the United States Space Force, the newest branch of the U.S. armed forces was announced two years ago, no one bothered to register the trademark. Well, that’s not quite accurate. The U.S. did apply to use the name ‘Space Force’ on clothing, two months after … Read more Space Force Trademark
No two deals are alike. However, it’s useful to at least think about the following items when shaping and negotiating a deal. 1. Finding the buyer or seller a. Networking, professional and social b. Competitors c. Business brokers d. Investment bankers2. Useful professionals a. Lawyer b. Accountant c. Investment banker d. Tax advisor3. Before serious negotiations and discussions begin, consider a. Entering into a confidentiality … Read more Checklist of Buy/Sell Considerations
Please note the “simple” in the title. Look, I know that you want to save money and do it yourself. But this may be penny-wise and pound-foolish; there are nuances and details you may miss. Think about engaging a lawyer. There are lots of different types of entities and lots of different states. We’re going … Read more A Simple DIY Guide to Starting Up an LLC
You may have heard of this guy who lives used to live in my town Montclair, Yogi Berra. Yogi’s famously known for his words of wisdom, including: “You’ve got to be careful if you don’t know where you’re going, because you might get there.” Every business, new and old, needs to know where it’s going. … Read more Business Succession
Until recently, new companies wishing to raise money – that had exhausted their sources from friends and family and had no access to angel or venture capitalists – needed to rely on the SEC’s Regulation A or D, regulations promulgated under the federal Securities Act of 1933. Nothing wrong with that, except that offerings under … Read more Raising Money: Title II of the JOBS Act
You and your partners are successfully running your business. After talking to your accountants and lawyers – I am always hopeful – you decided to operate your business as a limited liability company and entered into an LLC operating agreement. This operating agreement governs your relative rights and obligations. I’m fairly certain that your operating … Read more Is Your Operating Agreement Complete?
This post is a primer on crowdfunding for entrepreneurs and other people who are not securities lawyers. Securities I’ll start by talking a bit about securities and then about equity and non-equity offerings. Bear with me; we’ll get to crowdfunding. What is a security? The most common types of securities are stocks, bonds and notes. … Read more Introduction to Crowdfunding
It’s imperative that businesses classify their employees properly for legal (and moral) reasons. Let’s consider the factors that determine whether a worker is an employee or an independent contractor and, if an employee, whether the worker is exempt from pay rate regulations. W-2 Employee or 1099 Independent Contractor Government taxing and labor agencies are both … Read more Another Trap for Business Owners: Misclassifying Workers
Restrictive covenants – agreements not to do certain things – are common in employment agreements. The most common: non-disclosure, non-solicitation, and non-competition. Let’s talk about non-competition agreements or non-competes. Companies often ask employees to sign non-competes. Their basic purpose is to protect the employer when (inevitably?) the employee moves on to other (greener?) pastures, by … Read more Non-Competes: Sword and Shield
Individuals, acting by themselves or with a group, are generally responsible for their actions; that is, they have general liability for their actions. By forming an entity such as a limited liability company or corporation, each individual in the group can shield himself from general liability, can limit his liability to his investment in the … Read more Trap for Business Owners: Piercing the Corporate Veil