“Forewarned is forearmed,” is an old proverb that dates back to at least the 16th century, recognizing that advance knowledge provides an advantage. In business, every day brings financial dealings, contracts, agreements and more. While we would like to believe that all those with whom we deal are trustworthy and their word is their bond, in reality, financial dealings bring about many disgreements and disputes when not documented and executed properly.
Having a good working relationship with an experienced business attorney who can advise you on how best to proceed can be one of your Long Island business’ greatest assets. Our attorneys provide day-to-day counseling and supervision of legal matters for individuals, business owners and entities, including but not limited to, those discussed below. We are conveniently located in Mineola and serve clients throughout Nassau, Suffolk and Queens Counties.
Business Formations
Businesses may operate in a number of different forms, including sole proprietor, partnerships, corporations, limited liability companies (LLC), limited liability partnerships (LLP), Not-For-Profit Corporations and more. There are advantages and disadvantages to each type of business and we can help you decide which would be the most advantageous to your particular circumstances and complete the filings to establish the business entity.
Shareholder/Operating Agreements
When two or more people or entities go into business together, there are bound to be disagreements over time. Regardless of how strong the parties believe their relationship is at the outset, the best way to prevent the likelihood of serious disputes, which might end up in court, requiring litigation, is to have a clear written agreement in advance. This has proven to be true even among family members. Shareholder Agreements document the rights and responsibilities of all those who hold shares of a corporation, while Operating Agreements do the same for the members of a limited liability company (LLC). Working with an experienced business attorney, like those at Mehran Law, PLLC will ensure that the details you may not have thought of are included in the agreement, reducing the likelihood that any “grey areas” exist, which need to be clarified in a court of law.
Corporate Bylaws
When a corporation has been formed in New York State, the Board of Directors is required to create a set of Corporate Bylaws which is a detailed set of rules that outlines how the corporation will be run and by whom. It is an important document, and getting it right the first time will avoid problems down the line as the business grows. Enlisting the services of a qualified business lawyer when drafting your Corporate By-Laws is a smart investment in the future of your company.
Succession Planning
Business disputes often arise over succession planning when there is no clear plan in place. This may be even more true for family owned and operated companies than others. Having a clear written plan for who would step in when the owner or other key personnel retire, die, become disabled or choose to leave the company for any reason can help you to avoid these kinds of problems in the future.
Corporate Dissolutions
There are many reasons why one might wish to dissolve a company they own, ranging from the company not being profitable to the loss of a partner, retirement and more. There are specific rules that must be followed when dissolving a company, and tax ramifications must also be considered. An experienced business attorney, like those at Mehran Law, PLLC can guide you through the process, ensuring that you meet all the requirements and get to keep as much of your money as is possible.
Liability Assessment
Every new venture involves some level of risk. Time and money invested are the obvious risks, but some projects or ventures involve additional risks that may result in them being held liable in the future. One example might be liability for the environmental impact of a project. A detailed assessment of possible future liabilities, done in advance will help you, the business owner to make informed decisions, with a full understanding of what liabilities might arise in the future.
Vendor Agreements
Depending upon the size, cost and nature of transaction between a company and vendor, a more detailed agreement than what is contained in an invoice may be required. In some instances, for example, with companies that handle people’s personal health information (PHI), there may be regulations that require specific provisions to be included in a vendor agreement in order the maintain HIPAA compliance. Working with an experienced business lawyer is the best way to be sure that your interests are being served and you are in compliance with the appropriate regulations. Call us to see how we can help.
Mergers
When two or more companies merge, there are many considerations to address, including who will run the company and how, and what financial arrangements are made. No matter how highly you regard the company with which yours is merging, making sure that all the details are agreed to in writing is the best way to avoid disappointments and disputes in the future. Each party should retain their own attorney to be sure that their interests are being protected. Let the attorneys at Mehran Law, PLLC help ensure a successful merger while protecting your financial interests.
Acquisitions
At times, one company may wish to purchase another as an acqusition, rather than a merger. Generally, this varies from a merger in that the acquired company becomes part of the acquiring company, which retains control rather than the two companies combining with more of a shared plan. As with any significant business transaction, it is important to document the expectations in advance with regard to finances, management, responsibilities and more. Call Mehran Law, PLLC for a consultation on your acquisition needs.
Sale or Purchase of a Business
If you are buying or selling a business, there are many more decisions that need to be made in addition to the sale price. Will the previous owner have any continued interests in or reponsibilities to the company after the sale? Will all equipment, including vehicles be part of the sale? If in leased premises, can the lease be taken over by the new owner? Is the value of the company to be sold being represented truthfully? Can the purchaser actually afford to pay what they’ve agreed to? These and many other questions may come into play when a business is being bought or sold. It’s a lot more complicated than buying a car or even a house. The safest way to proceed is with an expereinced attorney who knows what to look for to be sure that you are protected throughout the transaction, from beginning to end. Make a call to Mehran Law, PLLC the first step in your purchase or sale of a business.
Stock Sales or Purchases
When shares of a company that is not publicly traded are bought or sold, it’s not quite as simple as putting a call into your broker. It’s important to have an attorney who is experienced in the sale and purchase of stock in privately held companies looking out for your best interests in the transaction.
Asset Sales or Purchases
From time to time, a business may need to purchase or sell major assets, including real estate, vehicles, high end equipment and tools. Having a business attorney draft the sales agreement will ensure that any liabilities, payments and other responsibilities of the parties involved are clearly delineated, so as to avoid disputes at a later date.
Business Valuation and Due Diligence
Before an existing business is bought or sold, it is critical that it be properly valued and due diligence is done. Business valuation takes many factors into account in addition to the annual income generated by the company. When purchasing a business, you want to be sure that the price you agree to pay for the business has not been artificially inflated, and when selling, you want to get the best price that can be gotten based on the reality of the company’s circumstances. Due diligence involves investigating the company to be purchased to be sure it has no outstanding liabilities or penalites against it, that it is in compliance with all applicable regulations and that its value is being represented honestly and realistically. An experienced business lawyer, like those at Mehran Law, PLLC knows what to look for and can help you to reach a purchase agreement that protects your interests.
Franchises
In a franchise, an entity, which may be a governmental agency or a business, grants someone else license to own and operate a business that falls under the umbrella of the granting entity. While the franchised business may share a name with the granting entity, it is not the property of that entity. For example, the best known franchise is McDonald’s. Each restaurant is owned by its operator, rather than by McDonald’s headquarters, but they are required to follow very specific policies and procedures in order to retain their right to use the McDonald’s name.
Purchasing a Franchise
Many people who venture into business ownership for the first time choose to purchase a franchise, because it is the only business model that comes with detailed opeating instructions. It can be a great way to enter the world of entrepreneurship, but it is important to fully understand the agreement into which you enter to avoid many common business pitfalls. Having a business attorney from Mehran Law, PLLC review your franchise agreement prior to purchasing a franchise can protect you from a host of issues that might arise as time passes. Remember, any legal agreement, including franchise agreements will tend to favor the party that drafted it.
Franchising Your Business
The dream of many business owners is to be able to franchise the business they started, allowing them to earn a large passive income through their franchisees. Creating a franchise involves documenting very specific procedures to ensure that all franchised locations will reliably replicate the business model, practices and products of the initial business. Details of financial responsibilites, quality control and so much more need to be documented. An experienced franchise attorney can make the difference between a cash flowing successful franchise and a legal nightmare down the road. Call us to discuss your franchise plans and see how we can help make your dream a reality.
Employment Contracts
In the current business climate, government agencies will tend to side with the employee in the event of an employer/emplyee dispute. Because of that, it is in an employer’s best interest to develop a strong and thorough employment contract within the confines of applicable law. When you retain Mehran Law, PLLC, to create your employment contracts your interests will be protected by limiting your liability and delineating expectations, with an eye to what employment law allows.
Non-Compete Contracts
If an individual or company posesses information about your company, obtained by working for or with your company, using that information could give them the competitive edge over you. Therefore, it makes sense, when hiring employees and consultants, or working with vendors who might get to see the internal workings of your company to have a non-compete contract. This limits their ability to take your customers or use that information to compete with you in your area both during your association with them and for a time afterward. An experienced business attorney will be sure to include protections against all the ways that employees or independent contractors can hurt your business through unfair competition.
Profit Sharing Agreements
A Profit Sharing Agreement is an agreement typically between partners or at times, employees, in a business which delineates how profits and/or losses are distributed among the partners. The formula can be based on the capital that each partner contributed to the business or other factors, such as time dedicated to the business, talents or connections. A strong Profit Sharing Agreement takes all of the appropriate considerations into account to avoid conflict later on. Mehran Law, PLLC has considerable experience in drafting Profit Sharing Agreements.
Call us regarding any of your corporate or business law needs to learn how having Mehran Law, PLLC on you team can help your business to succeed.