| BUSINESS
LAW AND LITIGATION
Our
firm has extensive experience providing counseling and
legal advice to businesses, large and small, on a
variety of topics including corporate structure and
governance, employment matters, intellectual property
issues and licenses, leases, financing, purchase and
sale agreements, and various contract issues. In
addition, we have significant experience in handling a
wide range of commercial disputes including shareholder
and partnership disputes, corporate dissolution actions,
debt collection matters, contract disputes, and business
tort litigation.
Below
is a brief summary of certain types of business law and
litigation matters handled by the firm.
Corporate
Structure and Governance
The
issue of corporate structure is one that is either
frequently ignored. Numerous factors should be reviewed
in determining what shape a new venture should take.
Such factors include, at a minimum, taxes, liability and
control issues. New business takes many forms, including
regular or "C" corporations; small-business or
"S" corporations; limited liability companies
(LLCs); general partnerships; limited liability
partnerships (LLPs); and sole proprietorships. Aspiring
and current business owners should seek competent legal
(as well as tax) advice before choosing the best vehicle
for a new or ongoing business.
In
addition to formation, numerous "maintenance"
issues arise in connection with operating a business
through a legal entity. For example, corporations are
generally required to hold and record annual shareholder
and director meetings and elections of officers. In
addition, corporate resolutions concerning significant
business events and transactions such as financing,
major equipment leases, licensing agreements, key
employee compensation agreements and the like should be
maintained. In addition, shareholders in closely held
corporations should enter into shareholder agreements,
sometimes referred to "buy-sell" agreements,
which can prevent lengthy and costly fights at the end
of a business relationship.
A lack
of attention to corporate or partnership recordkeeping
could result in the loss of limited personal liability
and produce disputes over control. The simple solution
is having an attorney review your corporate or
partnership records once a year. Omissions can be
corrected, business transactions and events can be
properly recorded and approved, and the chance for
future problems will be greatly reduced.
Employment
and Benefits Issues
Frequently,
a firm's most valuable assets are its personnel. One of
the easiest things a business owner can do to avoid
employee disputes (especially concerning the terms of
employment) is to use an employment agreement. These
agreements typically cover topics such as compensation,
benefits, leave policies, termination, taxes (especially
important for independent contractors), as well as other
issues. Employee benefits, especially for smaller firms,
can be a treacherous area without proper legal guidance.
In addition, in today's legal environment it is
imperative that businesses develop, use and maintain
appropriate employment policies. An experienced attorney
can prepare or review your employment agreements,
policies and/or employee handbook and offer practical
legal advice on how to prevent future employment-related
issues.
Intellectual
Property
Whether
a business owner knows it or not, there is a fair chance
that her business uses intellectual property assets.
Such assets may range from use of a trade name (e.g.,
"Bill's Hardware") or unregistered trademark
(e.g., "Windows") to trade secrets (e.g.,
"Uncle Bob's Special BBQ Sauce"), proprietary
information (e.g., customer lists and information) and
proprietary technology (e.g., a custom database
application for processing orders). These assets may be
extremely valuable; indeed, one's success might be owing
to them. On the other hand, your business may
unknowingly rely upon the intellectual property rights
of others, such unregistered trademarks or service
marks. Or a license to use important technology (such as
a key software license) may have expired or need
re-negotiating. Your patents may be neither as broad nor
as strong as you thought. Or your employees might be
divulging trade secrets to competitors and customers
without realizing it. A proper legal review of a
company's technology may very well identify previously
unknown or ignored intellectual property assets. Legal
advice at the front end (e.g., before a license is
entered into) may very well help a company avoid
intellectual property disputes and significant legal
costs down the road.
Business
Disputes and Litigation
Our
firm has considerable experience in handling all types
of disputes among businesses and business people,
whether in court, through alternative dispute
resolution, or by counseling and advising the client.
Such disputes include contract matters, licensing,
technology and intellectual property disputes, real
estate contract and development matters, commercial
construction disputes and lender liability claims. In
the area of business torts, our firm has handled cases
involving breach of fiduciary duty, fraud, unfair and
deceptive trade practices, unlawful competition and
interference with business relations. In the corporate
arena, our expertise spans general shareholder disputes,
shareholder inspection rights, officer and director
duties and conflicts of interest, derivative actions,
change of control provisions, dissenter's rights and
appraisal proceedings, involuntary and judicial
dissolution, minority shareholder rights and claims and
closely held corporate valuations. We also have
experience in securities and investment matters,
including federal and state securities fraud claims,
both class action and individual litigation, and
securities arbitrations.
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