Corporate Law Blog

A Veteran’s Guide to Launching a Business: From Op Order to Operating Agreement

SECTION I: SITUATION

1. CAUTION.

Veterans are trained to identify threats early, but in the civilian corporate world, those threats look different, appearing as free online templates, handshake deals, and casual legal advice akin to a barracks lawyer. At first glance, these shortcuts seem harmless. But under pressure, when money is on the line, partners are running to the exits or contract terms are challenged, these devices fail to stand up.  Too many first-time business owners step into the market without proper legal personal protective equipment. They rely on generic operating agreements, misfiled registrations, and misunderstood tax elections. The damage is rarely immediate, but picking up the pieces can be catastrophic to a junior entrepreneur. Ignoring early warning signs or skipping pre-mission checks can result in mission failure. In business, the enemy is anything that undermines your legal structure, credibility, or long-term survivability.  More >

I Have My LLC — Now What?

You’ve just formed your limited liability company (“LLC”) and you’re finally able to breathe a big sigh of relief. The paperwork is complete, and you can finally get started with your dream business, right? More >

Five Reasons to Consult an Attorney for Your Small Business

Starting a small business can be difficult. It requires a tremendous amount of passion and dedication, as well as some assistance from professionals such as accountants, insurance agents and others. While you may not need an attorney in the same measure, consulting one at the outset of the business and periodically throughout can get you off to a good start and keep you from falling into common legal traps. Here are five reasons you should consult with an attorney that will greatly benefit your small business. More >

Supreme Court Upholds Strict Diversity of Citizenship of Non-Corporate Entities for Diversity Jurisdiction

In a unanimous decision on March 7, 2016, the United States Supreme Court affirmed its longstanding principle that unincorporated entities cannot claim diversity jurisdiction for federal court purposes. This case highlights the striking differences between corporations and other entities, and provides a roadmap for how major unincorporated entities are viewed by the federal court system. More >

When Should I Choose to Form a C Corporation Instead of An LLC?

Arguably, one of the most important decisions that will affect the ultimate success of a business, whatever its size, is the decision of how to incorporate that business. There is a fairly wide range of choices to choose from, from sole proprietorships on up to regular C corporations. A business entity that has seen a meteoric rise in usage in the past few decades is the Limited Liability Company (“LLC”), and for good reason – LLCs come with a host of advantageous characteristics that combine some of the best traits of several options available to business entities. LLCs combine limited liability for members with the flexibility to choose how they’re taxed, such as flow-through taxation akin to partnerships (e.g., no taxation at the entity level, as with regular C corporations). With the rise in the popularity of LLCs, however, it’s helpful to know when there are advantages to choosing the venerable C corporation form over the upstart LLC. More >

Exemption Portability - What is it, and how does it work?

The term "portability" is used in many contexts, but in the estate planning context portability describes the way a surviving spouse can use the remainder of a deceased spouse's unused exclusion amount to further shield her or his estate from tax liability. Portability first came about in 2010 as a temporary concept in the Tax Relief, Unemployment Reauthorization and Job Creation Act of 2010. It was set to expire on December 31, 2012, but Congress, in the American Taxpayer Relief Act of 2012, made portability a permanent part of the estate and gift tax exclusion. The current unified exemption for estate and gift taxes is $5.43 million (for the year 2015), so portability allows for a potentially very large tax break for a surviving spouse's estate. More >

Work with experienced counsel to navigate buyout negotiations

Layoffs are never something businesses like to do, but sometimes economic necessity dictates that a business reduce the costs associated with employees. Such is the case right now with global art auction house Sotheby’s. The company is currently offering employees voluntary buyouts a in the wake of a third-quarter decrease in revenue. More >

Before selecting business form, what is important to consider? P.2

In our last post, we began discussing the importance of careful planning when selecting the legal form one’s business will take. As we noted, this decision can impact a number of aspects of the business and its owners. The first factor we mentioned which needs to be considered is liability protection. More >

Before selecting business form, what is important to consider? P.1

Building a successful business is not an easy matter, and a lot of planning and learning from mistakes go into it. Success is not always quick, either. Sometimes it can take years before a company is able to carve out a market and a brand for itself. To really make a business successful, a lot of things have to fall into place, and a lot of advice could be given about how to do this. More >

Law Firm Management: Principles Should Determine Our Methods

Much ink has been spilled over the various alleged evils attributed to the legal profession. One such evil is the adequacy of the methods by which lawyers do business. There seems to be continual debate over every single facet of the law practice, from client billing methods to the working conditions of attorneys in firms. This focus on only the methods by which we do business is a bottom-up approach, centered on technique and form over substance. Such an approach ignores and therefore fails focus on the values the firm has chosen to embody. More >