We provide start-up services for new businesses, a wide range of legal counsel for existing businesses, and can also assist with representation in resolution of certain disputes.
Start-up Services for New Businesses
While every new business is unique, here are a few examples of what many new businesses have asked us to do for them:
Choice of Entity Counseling - We help clients choose the right type of entity for their new business.
Formation - We create and file paperwork correctly for our clients (much of our work for existing clients is fixing mistakes made during their formation process).
Company Agreements - We draft operating agreements, agreements among shareholders/members, partnership agreements, and associated buy/sell agreements and other documentation.
Financing Agreements - We draft secured and unsecured promissory notes, stock sale agreements, LLC membership purchase agreements, and other forms of investment documentation.
Commercial Lease Agreements - We draft, review, and negotiate short and long term commercial leases for both class A office, retail, and even freestanding flex space (a combination of manufacturing, warehouse, and office).
Employment Agreements - We draft a variety of employment agreements from hourly jobs to salaried positions.
NDA's and Non-Compete Agreements - We draft NDA's both for B2B inquiries and potential transactions, as well as those for employees who have access to client confidential information that include agreements not to compete.
Master Services Agreements - We draft new MSA's for businesses who need a template to use with repeat transactions that may refer to a separate Scope of Work or Statement of Services.
Strategic Counseling - Start-ups often need to just bounce ideas off their lawyer; one of our favorite things to do is to participate actively with clients who would like to add a legal mind to their brainstorming team.
Wage and Hour Counseling - Start-ups need to be careful to make sure they classify personnel properly and comply with the intricacies of the ever-changing FLSA rules (Fair Labor Standards Act) and depending on the state, local wage and hour regulations; businesses are free to be creative in how they provide compensation, so long as methods fall within guidelines.
Legal Counsel for Existing Businesses
We get calls from existing businesses every day. Some are looking for a new business lawyer relationship, while others need help on a single matter. Here are some examples of what our existing business clients often need help with:
Redomestications and Conversions - We help businesses relocate and/or redomesticate their corporation or other entity (LLC) into other states (many from California to Texas). This can be a complex process that requires careful attention to specific requirements and timing of filings.
Data Privacy Law Compliance - We help clients to comply with various rapidly developing worldwide privacy laws and regulations, including the General Data Protection Regulation (GDPR).
Contract Reviews - We are regularly asked to review contracts presented to clients by other businesses, including equipment suppliers, customers, software vendors, graphic designers, and any other number of parties who are asking clients to agree to their own standard contract terms. We work with the client to know just how strenuous they want the contract review to be, and identify the risks and issues that may be present that could impact this new contractual relationship.
Employment Law Compliance Audit - We help clients to review their employment practices, including their wage and hour policies and procedures, to determine whether they are in compliance with the ADA, FLSA, FMLA, Title VII, and other state, federal, and local employment laws.
Publishing and Sales of Online Content - We help clients act as the online publisher for a variety of creators of content.
Employee Training - We help clients by providing training on harassment and discrimination prevention, appropriate interviewing techniques, performance monitoring and coaching, as well as anti-retaliation; not only does employee training help to prevent problems from occurring in the first place, but it also provides evidence of an employer's attempt to create a safe and fair work environment for employees.
Foreign Corrupt Practices Act Training - We have provided training to large audiences on the basics as well as case law examples of FCPA compliance; this is important for any business with any kind of global presence or partnerships.
Employee Handbook Drafting and Review - We have helped employers draft new Employee Handbooks and review current policies to ensure they are up-to-date; these are so important to keep current and obtain new acknowledgments for any changes made.
Terminations - We have helped clients navigate the best ways to terminate employees, including the drafting of severance and release agreements; firing an employee can be one of the most stressful times for both the employee and the employer, but not firing an employee who is causing serious problems is always a big mistake.
Antitrust Prevention - We have provided group training as well as drafted guidelines for the prevention of the unintended violation of US Antitrust laws; this is an area of law that affects all US businesses in sometimes unusual and unexpected ways, especially when competitors in an industry work together in partnerships or other collaborative ways.
Partnership/LLC Buy-Outs - We have assisted clients in the sale or purchase of business interests from their partners and other LLC members.
Sales and Purchases of Businesses (Mergers and Acquisitions) - We have guided clients through the process and provided agreements and other documentation to complete the sale or purchase of a business; no two transactions are ever alike, and every representation made in these transactions is important to consider.
Joint Ventures and Strategic Partnerships - We have counseled clients and drafted documentation to establish and define their relationships with other businesses that can leverage strengths and allow for rapid growth; business owners should be aware that it's easy to unwittingly sail into areas of joint liability if these are not carefully crafted and documented.
Intellectual Property Acquisitions and Licensing - We have advised clients and drafted contracts for both the acquisition and/or sale of intellectual property, as well as drafting of license agreements for the sale of software and online services;
Multi-Location Structuring and Growth Planning - We have advised clients and drafted agreements to allow for their growth from a single location to multiple sites serving customers, while at the same time recruiting additional partners to assist in managing this growth; it's exciting to see a business succeed and thrive to the point of multiplication, but it's important to handle that kind of growth with patient diligence and attention to the details.
Internal Business Disputes - We have advised clients dealing with the dissolution and/or unplanned break-up of a business partnership or other key relationship in the business; these can be some of the most delicate matters to handle, and we do everything we can to help clients facing these issues to amicably resolve their differences.
Domestic and Global Independent Contractors - We have helped clients by documenting arrangements with independent contractors both within the US and abroad; there are a variety of issues that can come up when choosing to engage an independent contractor, and businesses should not take these transactions lightly.
Nuisance Issues - We have helped clients by advising them when threatened with nuisance claims by neighboring businesses due to the way in which they have chosen to use their property and/or run their business; getting advice on these types of matters is important because the impact can be long-term.
Bringing on New Investors/Members/Partners - We have advised clients on governance issues and the structuring of deals to bring in new principals in their business; while these are usually nothing but positive opportunities for the business, good fences do make good neighbors for all involved.
Changing Entity Types - We have assisted many clients with their decisions to change from corporations to LLC's, or LLC's to corporations, and of course the variety of structures available for partnerships, limited partnerships, etc.
A note about tax law: We are not tax lawyers and do not provide tax planning advice. We therefore always advise clients to include a CPA or other tax matters expert in these conversations and decisions and are happy to refer you to a CPA and a variety of other professionals for your business needs.
The Business Lawyer’s Approach to Dispute Resolution: Civil Collaborative Law
In Collaborative Law, lawyers must agree in writing not to go to court if the matter isn’t resolved. Some lawyers will not agree to this, as it prevents them from earning litigation fees. As business lawyers who want nothing more than to keep our clients out of court, however, we have no problem signing a collaborative law agreement! For those matters appropriate for a collaborative approach, it is a time-saving, cost-saving dispute resolution method that you owe it to your business to consider.
More about the collaborative law method:
Collaborative law offers a unique team approach to alternative dispute resolution. When the parties in a dispute agree to participate, the collaborative process can provide an alternative means to resolving what might otherwise become costly disputes that end up in litigation.
Collaborative law is a confidential, non-adversarial, voluntary process where both sides join with their lawyers and other third party professionals as a team to work out more complex disputes than might be addressed in mediation, while still aiming to preserve long-term relationships. Collaborative attorneys agree in-advance to not represent the parties in litigation, should they be unable to settle the matter during the collaborative process. When needed, third party experts can be recruited onto the collaborative team to help the parties assess and neutrally evaluate more complicated issues.
Honesty and transparency are essential
Not every matter is appropriate for collaborative law. The parties must commit to being open and transparent with the team while engaged in the process, but regardless, the collaborative process remains voluntary throughout. Collaborative law is currently widely used in domestic matters by family law attorneys, so I am excited to now offer this to my business clients who find themselves facing civil disputes as well.
The 5 basic steps of collaborative law:
Step 1: determining goals, interests, and concerns
Step 2: gathering relevant information
Step 3: developing options (brainstorming solutions)
Step 4: evaluating options (reality testing)
Step 5: a settlement agreement that satisfies as many of the parties goals, interests, and concerns as possible
The above steps can be accomplished in a few group meetings over a short period of time, save considerable expenses for both parties, and remain confidential and voluntary at all times. Once a settlement is reached, a contract is agreed upon by the parties and should provide a map for a way forward that allows for a peaceful, balanced, and thoughtful resolution of the dispute.
Find out more about collaborative law by listening to this episode of Shiloh’s podcast with Melanie Atha, Executive Director of the Global Collaborative Law Council:
This website advertises professional legal services and is not intended to provide legal advice or provide advice on how you should choose to resolve a specific problem or dispute; we will not have an attorney-client relationship, and will not take any action on your behalf until we have established a contractual relationship through a signed attorney engagement agreement. Every matter is unique, results cannot be guaranteed, and past performance does not predict future outcomes.
The Law Offices of Shiloh A. Coleman, PLLC