Dumb Legal Mistakes to Avoid: Business Agreements

I’ve seen my share of dumb legal mistakes made by any type of business owner.  New and experienced business owners alike, remind yourself every once in a while of these common dumb legal mistakes when dealing with business agreements. Not Getting It in Writing Get it in writing. No exceptions. All terms should be expressly stated in the agreement, in detail. Insist on simple, easy to...

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To Sue or Not to Sue – Evaluating Small Business Litigation

To Sue or Not to Sue – Evaluating Small Business Litigation

The small business owner considering litigation, or being sued, should at the outset take what I refer to as a “metaphysical” overview of the problem. The two constants of litigation are that it is time-consuming, expensive and the outcome is uncertain (any lawyer who guarantees you will win a case is exaggerating or inexperienced). A civil law suit can easily take over a year and has to go...

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Let us do your New York LLC Formation!

Let us help you with  your New York LLC Formation!  Call us to discuss your startup business and any other questions you may have about the process of forming a New York Limited Liability Company.  We are not a paralegal or other document filing service (like legalzoom) where you don’t get to speak to a real New York attorney.  We are a small business law firm where every client counts....

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What Rules apply to an LLC without an Operating Agreement?

What Rules apply to an LLC without an Operating Agreement?

Many if not most small business limited liability companies with two or more members do not have an operating agreement.  An operating agreement is the document for an LLC that provides for rules and provisions regarding the management of the LLC and the members’ rights vis a vis the other members and the LLC.   It is highly advisable to have an operating agreement, especially if you are a...

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Show me the Money – Access to LLC Books, Records and Accounting

Show me the Money – Access to LLC Books, Records and Accounting

Picture this: You’ve been happily doing business with your fellow LLC members for some time now.  But now trouble is brewing on the horizon.  The other two members are ganging up on you and exclude you from any further business dealings.  When you ask to see the LLC’s bank accounts, tax returns or other financial records, they tell you that you don’t have any right to see...

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Selling a Business – Getting your Business ready for Sale

You’ve got homework to do before you can successfully sell your small business.  Even if you already have an interested buyer, attention to the details at this stage of the game will help you in the long run and protect you from unexpected snafus.  Your small business lawyer should be able to help you with these steps. 1.   If you’re leasing space for your business, find out from...

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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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