Friday, September 1, 2017

All the Marketers...

As the end of the summer draws near, August has been the usual parade of prenuptial agreements, quiet business launches, estate plans and other minor matters that people want to get wrapped up before the start of the school year. However, in between all of that work, it seems like the marketers have suddenly awoken and begun a hard push for their fall numbers.

While many people have enjoyed August vacations, it seems these poor marketers are trapped behind a desk (or at least at a Starbucks on Citrix spoofing their Caller ID) and making call after call offering things like,
  • Social Media Marketing - from individuals and companies who have less of a social media following than I do. I don't claim to be the best social media marketer by any stretch of the imagination, but why would I turn over my social media feeds to someone with less followers than I currently have?
  • Website Re-Design - some very industrious individuals have spent hours this summer "re-designing" my website so that they can demonstrate what a better website for me would look like, if only I spend hours on the phone with them and then sign up for over-priced hosting, etc... I can't imagine how this method is cost-effective in any way, but I guess if someone really likes to design websites, maybe this can help them pass their time?
  • Apps to Make My Life Easier - it seems like there is an app for almost anything these days, and 90% of them have been pitched to me in the past 3 weeks. Someone has created an app to solve every problem I didn't know I had, and all I have to do is download an app and sign up for a monthly fee to have that app take care of that problem that I don't know about. These pitches are very entertaining for me as many of the apps are simply watered down or less-effective versions of apps that I already happily pay for and integrate into my practice.
As I get ready for the Labor Day weekend, I can only wonder what fantastic sales pitch will await me on Tuesday morning...

Have a great weekend everyone!

Wednesday, August 2, 2017

The Brooklyn Made Show

The podcast interview that I did went live yesterday and it's always interesting to hear what you sound like when it is played back for you. The Brooklyn Made Show focuses on issues affecting real estate in New York and the host, Nate Pfaff, has already interviewed a variety of professionals to talk about various aspects of the market. A fellow law school alumni, Daniel Gershburg, was interviewed on an earlier podcast.

Nate and I had a good discussion about Brooklyn real estate and some of the other great things that make Brooklyn a great place to start a business.

Rather than attempt to summarize a recording, you can just as easily go to this link and listen for yourself:

Monday, July 24, 2017

Do I Need a Non-Compete Agreement for my Employees

When helping clients grow their business, one of the questions that always seems to come up is whether the business needs to have a "non-compete" provision in their employment agreements with the employees. If you read the news, the common stories these days are of employees suing their old companies to invalidate the non-compete agreements. 

Employees who have left the company will often argue that the non-compete provisions are too broad and that their new employment does not compete with their old employer. The facts of each case are different, but if you end up in front of a judge, it will be a factual analysis to see if the employee's new position is in competition with your business. 

The enforceability of a non-compete agreement is usually created by state law, but there are a variety of strategies that seem to apply across the board when drafting a non-compete:
  • Examine the employment agreement generally to ensure that it is enforceable - a court likely will not enforce a non-compete that is contained in a generally unenforceable agreement.
  • Make sure the non-compete is not too "broad" and is limited in time, geographic and activity scope.
As a general rule, courts tend to disfavor non-compete agreements that are poorly drafted and would inhibit the employee from finding gainful employment elsewhere. So if you truly need to protect your business' intellectual property, it would be wise to consult with an attorney to ensure that any non-compete provisions in your contracts are properly drafted and would be enforceable in the state that governs your contract.

Friday, July 21, 2017

How Can A Lawyer Help Me Start My Business

The summer is a good time to start thinking about starting your own business, although unless it is a seasonal business, any time is a good time to start your own business. July has brought a variety of entrepreneurs to my office to assist them with starting up their companies. Usually they are referred by their friends or other small business owners who they know are represented by me. The first question is almost always:

How can a lawyer help me start my business?

That's a general question that could be answered over hours of discussion. But I try to summarize it best for the folks who come to see me:
  • Incorporation: Most people have heard all the commercials on tv and the radio and understand the need to incorporate their business. A lawyer can help you put the proper paperwork together and get it filed with the appropriate state.
  • Corporate Form: Depending on what state you will be incorporating in, your lawyer can help you choose what corporate form (i.e. an LLC, a Partnership, a Sole Proprietorship) would be best for your business. It's also important to talk to your accountant (or find an accountant to talk to) to work in conjunction with your lawyer to ensure that you are utilizing the best corporate form for your tax purposes.
  • Operating Agreement: Especially if you are going to be opening a business with a partner or partners, you'll want to make sure you have some type of agreement in place to detail out your working arrangements and how to deal with conflicts in making decisions. This is probably the most important document that a lawyer can prepare for you when starting a business.
  • Copyright/Trademark Searches and Registration: When selecting the name and preparing promotional materials for your new business, you'll need to make sure you aren't infringing on anyone else's trademarks or copyrights. And if you aren't, then make sure you get your intellectual property copyrighted and trademarked as appropriate.
  • Employment Agreements: If you are going to be hiring employees, you'll want to make sure that your employment agreements comply with the law and are going to be upheld in case there is a dispute between you and an employee down the road.
  • Vendor/Customer Agreements: If you are going to be selling goods or services to clients where agreements are necessary for terms of delivery and payment, your lawyer should be involved to make sure that you have the appropriate language to make sure you are getting paid and are protected in the case of any dispute.
These are just a few of the ways that a lawyer can help you when you start your business. In addition, my clients also value that I have started my own business and understand the stresses and responsibilities of what it takes and we can all take as entrepreneurs about ideas for how to grow their businesses.

When selecting an attorney to assist you with starting your business, as with any other matter, the most important factor in my opinion is to ensure that you have a strong working relationship with a lawyer you respect and trust.

Monday, July 17, 2017

Preparing a Separation Agreement in Personal Matters

When it comes to the people I represent in personal matters, one of the most important documents that we draft is a settlement agreement of the issues. Sometimes it is a family law matter, other times it's a simple dispute between friends and sometimes it's even a dispute amongst family members (it can be as trivial as the proper dividing up of their childhood baseball card collection).

Preparing these documents can be a very time consuming process. Clients will often come to my office envisioning a 2 page document, a "simple" contract for _____, and end up leaving with a 15+ page fully executed and notarized agreement covering all of the issues that exist between the parties.

To most people, the simple agreement sounds good in principle, but falls apart in practice when you realize the variety of issues that are truly present. You can have issues of:
  • Tax - what are the tax implications if money or assets are being transferred?
  • Agency - who has the power to actually sign the agreement?
  • Privacy - what information in the agreement can even ben disclosed to someone else?
  • Mediation - if there is a dispute, do the parties sue each other or go to mediation?
  • Jurisdiction - what law governs if there is a dispute over the agreement?
These five items are by no means exhaustive, and they can change depending on what your agreement covers. But in all agreements, it is a good idea to take your time and think about what you are agreeing to and what you are signing.

Last week, a nice gentleman stopped by my Brooklyn office for a short chat and to review with him an agreement that he was given and told to sign within 24 hours, or there would be no agreement at all. He was a little concerned at the short timing of the agreement and when we looked at it, there was good reason to be worried. There were many issues that were being "settled" against him and when they were all considered, it wasn't a good deal at all. Of course, the other party, being very upset that he had taken the agreement to an attorney, told the gentleman that they no longer had a deal (but they didn't have a deal in the first place!) and he would be hearing from his lawyer.

One week later and we still haven't heard from that lawyer...

The moral of the story is that if someone tries to shove an agreement in front of you and have you sign it without time to read and consider it, it might not be a good agreement for you to sign.

Friday, July 14, 2017

Frustrating Airline Customer Service (A Non-Estate Planning Post for Once)

The airport (JFK in this instance) is a strange place in the middle of the night. There is almost a total disconnect with all of the planes preparing to depart while the vendors in the gate areas are all closing down for the night. Earlier in the evening, there was more bustle around the whole area, with everyone eagerly anticipating their flights. But at some point, the vibe in the terminal changes over because the late night flights are either
  • Flights that should have left hours ago (mine...)
  • Flights that are scheduled to leave in the middle of the night
For those in the second group, they knew they were leaving in the middle of the night and clearly planned their trip and were ready for a late evening at the airport.

For those in the first group like me, we've spent the last 6 hours at the airport just hoping to get on our plane and get up in the air. In a strange way, it feels like we're in a television commercial where the subjects are put through this waiting game with the promise of a smiling family at home when they arrive after a long journey.

As Murphy's Law would have it, mere minutes after getting through the security checkpoint, while settling in with my book (Give and Take), I checked my phone and realized that my 9:00 flight was actually scheduled to depart at 12:10. Not the best way to begin the trip. I could have stayed back for a while longer and done some more fun things. Oh well.

What shocked me even more was the lack of information at the airport. The departure screens took nearly an hour before they updated those in the terminal of the delay. In the interim, they announced a gate change, without mentioning that when you got to the new gate, you'd be waiting an additional 5 hours.

I can't imagine approaching your business in this manner, at least if you were in any other industry than the airline industry. Sadly, the state of air travel just seems to be that you can expect some kind of problem and it's easier to just approach your flight with the mentality of get on the plane, keep your head down, get off plane and hope nothing happens to you.

At this late hour, I can't think of any other industry where you can treat your customers in this manner, but I'm sure there is one out there. But as a business owner and counselor to small businesses, this is a lesson in the importance of customer relations.

Wednesday, July 12, 2017

Why Do I Need An Estate Plan?

Sensing a theme this week? It seems that around the Fourth of July holiday, a bunch of people suddenly realized that they may want to get their affairs in order and I have been dealing with a variety of estate planning needs for my clients. The meetings all seem to start the same way, with the nice person across the table being convinced,

I just need a simple will. Maybe I should just use LegalZoom?

But then the real discussion starts. You can use an online form tool, but if you make a mistake or choose the wrong form, there is no one there to explain to you the folly of your ways. So our discussion continues about the need for an estate plan.

If you don't have an estate plan, the government (usually the state where you live) will decide what to do with your assets after you are gone.

That doesn't necessarily sound bad, right? To plenty of folks across the table, letting the government sort it out for them sounds about right (although these days, in this political climate, do you really trust the current government to get it right?). But what about the kids? And now our discussion gets a little more intense.

While some people don't really care if the government disperses their assets after they are gone, 

No one has ever sat across the table from me and been comfortable letting their local government decide who will take care of their children after they are gone.

Especially if the children are little and will need a guardian, and will need money for that guardian to take care of them and send them to school and other expenses, now the lightbulb in the head goes off that an estate plan is a helpful thing to have done correctly. Beyond money for the children, who will be appointed as their guardian to take care of them? What if you don't really like your brother-in-law who would be the favored appointee by the state? 

It usually takes about 15 - 20 minutes, but pretty quickly people can figure out that that "simple will" that they filled out on the internet is worth about as much as you pay for it. And of course, if you don't sign that "simple will" correctly, you've created a whole new level of complications for those who are left behind...

Still not sure why you need an estate plan? Feel free to contact me and we can discuss it further...