Small Business Contracts and Arbitration – Not always a Perfect Match

Many small business contracts provide that any dispute arising from the contract must be arbitrated rather than litigated in a state or federal court.  Unfortunately, these provisions are often included without a second thought to their practical meaning.  Before agreeing to arbitrate your small business dispute know this about arbitration: What is Arbitration? Litigation of disputes normally...

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Buying or Selling a Business – the Significance of the Lease

It is rare that a business in New York owns the property from which it operates.  Most businesses rent commercial space for their store/restaurant/warehouse or other venture.  Thus, the owners of the business will be party to a lease with the owner of the building that houses the business.  This lease becomes an important piece in the puzzle that is the process of selling/buying a business in...

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Out Voting Minority LLC Members

How do you out-vote or overrule a minority LLC Member?  It is fairly easy, thanks to the LLC laws in effect in New York.  This is assuming, of course, that your LLC operating agreement doesn’t provide something else.  But since so many LLC’s go without operating agreements (against my advice), let’s look at the requirements under the New York LLC laws (Section 407 of the LLC...

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Asset Sale versus Stock Sale

Asset Sale versus Stock Sale

When you are buying or selling a business and the business is operated by a corporation or LLC, you have the option of an asset sale versus a stock sale.  What is the difference, you ask.  Let me explain. LIABILITIES FOR DEBTS Scenario 1:  The business is operated by a corporation.  All of the business’ assets (equipment, reputation, customer lists, leases for physical locations) are...

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Buying a New York Business – What a Business Attorney can do for You

Buying a New York Business – What a Business Attorney can do for You

Buying a New York business involves many steps, legal considerations and documents.   I think almost anyone would be well advised to seek the help of a New York business attorney to make the purchase successful and legally sound.  This post is designed to give you an overview of my usual involvement in the process of buying a New York business. At the time I am being approached to help with...

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Can I get out of that Contract?

Can I get out of that Contract?

You may have signed a contract for your small business that you really shouldn’t have.  Or you are being asked to perform under an agreement and just think that such demand is not what you agreed to or just grossly unfair.   Is there any way to get out of that contract or that specific provision? Determine what the Contract states The other party to the agreement may demand all kinds of...

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