Co-founders of a start-up venture often find themselves excited and enthusiastic about getting their business idea off the ground. Amidst the whirlwind of developing a product or service and forming a team, it can be easy for the founders of the start-up to put legal work on the backburner. That is often a costly mistake.
Read MoreI am asked this question a lot, and despite the more complex inquiry that it can take to get to this answer, I will save you from that and provide some guidance: in short - yes you can. A trader should trademark a business name because it provides the right to exclusive use, added protection from competitors, increased value of brand and goodwill as well as adding value to the business itself.
Read MoreAn assignment and delegation provision is the clause that specifies a party’s ability to assign its rights or delegate its duties under a contract. It is a provision that is often placed in the “miscellaneous” or “general” sections of contracts, but it should not be thought of as standard “boilerplate” language that never changes.
Read MoreThe decision of where to form a corporation or limited liability company is based on several factors, including location of assets and operations and owner/investor preference. Meanwhile, selecting a jurisdiction for a new subsidiary in a complex corporate structure may be driven primarily by tax concerns. Additional considerations, such as exchange listing obligation, may impact where publicly traded companies wish to incorporate.
A state's corporation law or LLC law can also play a role. The Delaware General Corporation Law ("DGCL") is considered highly advanced and viewed as being very management friendly. Nearly two-thirds of Fortune 500 companies are incorporated in Delaware. Delaware LLC law and practice are similarly advanced. Delaware entities can have internal disputes resolved by the judges-only Court of Chancery, considered one of nation's premier arbiters of corporate law matters due to the large number of prominent business matters it annually adjudicates. Most states do not have a separate court that exclusively handles business litigation cases. Many states base their corporation statutes on the DGCL, while others seek to be equally accommodating.
Read MoreWith the new millennial technology era, social media has become a very significant tool in the business world. The advancement of social media has changed the way we….
Read MoreClients often ask me what a Force Majeure clause is. It is a contract provision that allows a party to suspend or terminate the performance of its obligations when certain circumstances beyond their control arise, making performance inadvisable, commercially impracticable, illegal, or impossible. The clause involves situations such as natural disasters, prolonged shortages of supplies, unanticipated or unpredictable government action, and much more. Parties negotiating a contract are free to define force majeure events at their choosing. Ultimately, events that are unforeseeable, unpredictable, and not contemplated by the parties at the time of contracting can generally fall within the force majeure realm.
Read MoreThey can be a nightmare to deal with, but dealing with them is half the battle because the legal problems at stake in the event of a data breach can be devastating. The best way for a company to handle a data breach is to be prepared.
Read MoreWhy are NDA’s important and how can you ensure they are effective?
Read MoreRevisions to the Fictitious Name Act clarify the requirements for registering fictitious names in Florida, and modernize the statute to deal with the myriad of types of entities that now exist. Read on the Legal Newsstand on FantettiLegal.com
Read MoreMany business owners have a dream of selling their business one day. For some, the contemplation of selling is not an option because maintaining a business for the family and future generation is the desired goal. Nevertheless, if an enticing offer comes forward, it may be hard to ignore. If you're contemplating selling your business, picture yourself as the prospective buyer. What questions would you ask and what records would you want to see in making your decision?
Read MoreDeciding to build a company in the start-up phase or for a family business, day-to-day operations and growth objectives tend to consume most of management's time and effort. Day-to-day decisions, however, can enhance or diminish the exit value of the business at some point in the future, or can delay a sale. It is plausible that most business entertain the idea of one-day merging or cashing out in a sale of their business through an acquisition of some form. Regardless of the viewpoint, operating the business with a potential exit in mind can steadily increase the valuation realizable in a future sale.
Read MoreAs 2018 approaches, year-end projects emerge relating to the termination, formation and conversion of business entities prior to December 31, 2017. People may be stuck in a business they want out of, whether with family, friends, or you took a flyer with an investment opportunity that isn’t working out the way you thought.
Read MoreMany who organize small businesses, such as corporations or limited liability companies, assume that the benefits of such entities are absolute. One of these benefits is the complete separation of the business from an business owner’s personal net worth. However, these benefits are not maintenance-free. Once your company is formed, it is easy to go back to business as usual and forget to comply with necessary formalities, such as preparing detailed company minutes and resolutions. When properly kept, minutes constitute a record of company proceedings and should be regularly prepared for the following reasons: (i) reducing exposure to personal liability, (ii) proving authorization of major business decisions, and (iii) preserving a credible record for audits.
Read MoreIt is not uncommon for a family business, business among friends, or perhaps boyfriend and girlfriend or husband and wife, enter into a business where the two people want to be ‘fair’ with each other and state they will split everything equally – ’50/50. This sounds great in theory, but in reality, as the Delaware Supreme Court has taught us in Philip Shawe v. Elizabeth Elting, the business doesn’t always run smoothly and relationship issues/ disagreements on the direction of the business can get in the way of development. Moreover, growth can stagnate because decisions aren’t being made due to deadlock situations and other persistent problems. Take for example, a business founded by two college friends, that own a business 50/50, although one owner gave one percent to his mother. Aside from being business partners, the two founders were initially engaged. The engagement was called off, and the relationship soured and remained hostile. Despite the breakdown of the personal relationship, the business grew to be one of the largest in its industry.
Read MoreThe role of the business owner is always changing. Not only do many business not have an attorney or any form of a legal department, but business owners without legal assistances play the dual role or making business decisions and legal decisions. It is important that a business owner find a lawyer that can understand legal consequences, draft legal documents and conduct litigation; otherwise, the business owner is required take on the strategic management of legal risks to protect the value and assets of a company. Absent proper understanding of the issues facing business and how the issues can impact the bottom line of a business, the risks will negatively impact a business without a business owner even realizing it before its too late.
Read MoreFor shareholders of S corporations and their advisors, avoidance of the potentially catastrophic tax consequences resulting from a “blown” Sub S election is always an issue of paramount importance. Due to superior asset protection, limited liability, tax savings and self-employment tax benefits, many Florida business owners have opted to operate their businesses utilizing an entity organized as a Florida limited liability company (“LLC”) for state law purposes but which has elected for federal income tax purposes to be taxed as an S corporation. For business owners electing to use this type of “hybrid” entity, it is a great method for flow-through taxation benefits. Too often, business owners fail to meet the filing deadline, which is a short timeframe after originally organizing your LLC. Once the new tax year begins thereafter, you must timely file for the election again to preserve it or else it is lost again. The purpose of this note is to propose a technique that could significantly mitigate the potentially catastrophic tax consequences of a “blown” S election resulting from the failure of the entity to qualify as an S corporation as of the date the S election is made.
Read MoreThe “As-Is” clause is more of a warning and a ‘buyer beware’ notice than just a wayto try to avoid liability. Do these words stop all sales-related lawsuits? The answer is surprisingly “no.” These clauses are not fully bulletproof.
Read MoreAs we all know, emails can and are forwarded rather easily within and outside of companies. The sharing of such communications raises a host of potential issues for companies, including the potential waiver of the attorney-client privilege.
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