It’s almost easier to describe what we DON’T do, which is litigate. Although we’ll refer you to a colleague who does things like file lawsuits and defend them, we stay away from the courthouse. Pretty much anything else is fair game, except matters related to family law or criminal law. In a nutshell, we help our clients transact business and provide advice to make that business as profitable and problem-free as possible. But more on that later.
What Do Transactional Attorneys Do?
How an experienced business attorney can help your business:
CASE STUDY #3
People are both a boon for and a bane to your business: Let me explain.
Unless you, as a sole proprietor, want to do it all yourself – and there’s nothing intrinsically wrong with that, mind you – you’ll need employees and/or independent contractors to perform the tasks that you’d rather delegate to others. When they’re good – they’re assets. And when they’re not – let’s be charitable and just call them…”liabilities.”
You may say, “Fine – I agree. But I don’t have a crystal ball, and here in California, there are strict limitations as to what I can do when vetting a prospective employee, vendor or other person or entity.” I get it. But there are things you can do to increase the chances of a profitable business relationship.
“Bob” (sorry for the anonymity) had a biotech startup, and things looked promising. But although he had adequate capitalization and a product that appeared viable, he also had some misgivings about the folks with whom he contemplated collaborating in the venture. Bob had correctly identified an LLC as the optimum vehicle at the stage of the enterprise, and retained my services to form the entity. But a California-compliant LLC is just as good (or deficient) as the operating agreement that accompanies it – because it’s the ‘OA’ that sets forth the ‘on-the-ground’ details. And some of those details have to do with how the LLC will make personnel and contracting decisions.
>No entrepreneur, no matter how talented, no matter how innovative – can be expected to foresee, much less prepare for, the various and sundry legal issues – including liability exposure and trade secret pitfalls – awaiting him or her as he moves forward in the context of an LLC, corporation or other entity.
>>That’s MY job.
>>>Whatever your field, I can help you avoid expensive mistakes. With 30 years as a business attorney, I have the experience you can count on. Whether it’s a limited-scope issue or dilemma or a complex, multi-party scenario, a one-time deal or long-range strategic planning, I’m here for businesses and the people who make them viable. How can I help you?
bizattorneysandiego.com (858) 271-1915
What Do Transactional Attorneys Do?
How an experienced business attorney can help your business: CASE STUDY #1
John had a modest-sized enterprise, with both a ‘bricks and mortar’ and online presence, and while revenues were decent, he’d pondered ways to both increase profits and reduce liability exposure. Operating as a sole proprietorship in San Diego, things were going smoothly – but he was at a bit of an impasse. He needed to hire talent, but had questions regarding the pros and cons of hiring employees versus independent contractors. He also had a spin-off enterprise he wanted to sell to raise capital, but didn’t know how to maximize his profit in the transaction while avoiding pitfalls. Common but at times, vexing questions, to be sure – but he couldn’t find a ‘diy’ approach or plan that made sense; he realized that there was simply too much at stake to go that route.
John contacted me and after a consultation, retained my services to address these issues. I’m gratified to say that I was able to select and form an entity (in this case, an LLC) that met his needs and draft both employment and independent contractor agreements that have worked well for him. In addition, I crafted a buy-sell agreement that was a “win-win” not only for John and his associates, affiliates and colleagues, but for the buyer as well.
Whatever your field, I can do these things and more for you. With 30 years as a business attorney, I have the experience you can count on. Whether it’s a limited-scope issue or dilemma or a complex, multi-party scenario, a one-time deal or long-range strategic planning, I’m here for businesses and the people who make them viable. How can I help you?
What Do Transactional Attorneys Do?
How an experienced business attorney can help your business: CASE STUDY #2
Sometimes, a client will approach me to fix a problem caused by, frankly, a haphazard approach to entity formation and mistakes made years before. A typical example is one in which a business owner – sometimes but not always involved in a startup – will form an entity using a company like Legal Zoom or other “discount” services. Yep – they’re cheap, and you get what you’ve paid for: A cookie-cutter approach to creating a corporation, LLC or other entity. Consisting largely of one-size-fits all language and a lot of “standard” boilerplate, it’s the antithesis of customized work. Due to budgetary constraints and a short-sighted outlook, it’s not an uncommon route. But often, what seems like a “good deal” at the time will come back to haunt you a few years later – or sooner.
“BR” (no need to shame anyone – that’s not my role) called me and explained that he had liability concerns due to the addition of an equity partner (and new employees) in his San Diego area transportation business. He’d stashed away his LLC documents and had never given much thought to the details; after all, he was busy running a company. But when he heard rumblings about a potential lawsuit, he grew worried, and asked me to conduct a review of the documents he’d filed with the Secretary of State’s office in Sacramento five years back. He also asked me to analyze the operating agreement in place, which, unfortunately, I found to be less than adequate. Frankly, it was full ambiguities, omissions and other problematic components.
As things turned out, he ended up on the wrong side of a lawsuit and ended up hiring a litigator who was able to mitigate the damage – somewhat. But BR still ended up shelling out around $250K to settle a matter that should never have arisen. I subsequently restructured his entity and drafted documents that will protect him going forward. But the old saw about “an ounce of prevention” holds true to this day. So, I urge you to do things right in the beginning.
Whatever your field, I can help you avoid expensive mistakes. With 30 years as a business attorney, I have the experience you can count on. Whether it’s a limited-scope issue or dilemma or a complex, multi-party scenario, a one-time deal or long-range strategic planning, I’m here for businesses and the people who make them viable. How can I help you?
CONTRACTS
What Do You Mean You “Don’t Have A Written Contract?”
Look, it happens. And it’s not rare. Hell, it doesn’t even mean you’re out of luck. I’m not here to judge your past – just help your future. So let’s see what I can do for you now.
EQUINE LAW
What’s Your Ranch Worth?
What’s your horse ranch worth? No, I’m not speaking in sentimental terms, but in the cold, hard parameters of cash. If you own the land itself, you have a good starting point. And even if you’re a lessee, you may be able to come up with a decent “ballpark” estimate for enclosed barns, tack rooms, workers’ quarters, pipe corrals, tractors–you name it–the tangible stuff. But what about your customer/client lists? Folks like boarders, trainers and so on….And how ’bout that good ‘ol thing called “goodwill?” What the heck is that worth? If you’re contemplating selling or leasing your operation–or taking on a partner–a professional valuation may be quite helpful. Whatever you do–don’t shortchange yourself, and remember to include every facet of your equine business when disclosing “financials.” Wishing you the best in luck–Moss Gropen, Esq.
PRE-LITIGATION COLLECTIONS
When It’s Time to Stop Being Nice
You had a customer, client or patient. Maybe a renter, lessee or even a partner. He (or she) promised to pay you for goods or services, and won your business and your trust. You even had a written contract. But the money didn’t arrive. Promises did, as well as excuses: “I’m having cash flow problems right now, I need more time, my dog has cancer–blah, blah, blah.” But you’ve got your own bills to pay and promises to keep. And your emails, phone calls and letters do no good. More excuses, more bullshit. Maybe it’s time to stop being nice, time to call a pro, an attorney who knows how to get down to ‘brass tacks’ and ‘turn the screws.’ When it’s time to stop being ‘Mr. Nice Guy,’ call me, capisce?
ENTITY FORMATION
Why Should I Form An LLC?
If you’re concerned about liability arising from the operation of your business–and are a sole proprietor–the option of forming an LLC can provide you with peace of mind. Formation costs are modest and formalities minimal. My office has created many LLCs over the years, and many of my clients have found the structure to be copacetic. Can I assist you in setting up an LLC to protect your assets? Happy to help–just let me know.