If you have a brokerage account, a cell phone contract, or a credit card; if you subscribe to DirectTV or cable; or purchase any one of thousands and thousands of products or services, the contract you sign or the purchase you make likely includes an agreement to arbitrate any dispute between you and the provider. […]
Mind Your Formalities
Forming a corporation or a limited liability company to operate a business is an excellent way to insulate the owners of a business from personal liability. For the sake of brevity, I’ll refer to both corporations and LLCs interchangeably as an “entity”. In essence, a corporation or LLC stands between a business owner and his […]
Enforcing Confidentiality Agreements
Confidentiality or non-disclosure agreements are a useful tool for businesses that depend on proprietary information, such as manufacturing processes or computer code, or confidential information, such as pricing, marketing plans and customer specifications. For purposes of this discussion, it is important to understand the difference between “binding” and “enforceable”. Binding Confidentiality Agreement A confidentiality agreement […]
Difference Between Licensing and Franchising
For business owners who have developed high-concept, replicable businesses, especially those with clever or memorable trademarks, leveraging the reputation and the trademark of a business can generate a revenue stream distinct from that of the sale of the business’s goods or services. A business owner who has achieved significant market penetration in a local or […]
The Key Components of an Effective Buy-Sell Agreement
Blueprint for a Smooth Exit Recently, I wrote about the importance of operating agreements among the members of limited liability companies. One very important function of an operating agreement is to establish a blueprint when a member exits a limited liability company, whether voluntarily, such as by retirement, or involuntarily, by reason of death or […]
Do You Need an Operating Agreement for an LLC?
The New Jersey Revised Uniform Limited Liability Company Act (“NJRULLCA”), which went into effect on March 18, 2013, made several significant changes to its predecessor, the New Jersey Limited Liability Company Act (the “1993 Act”). One thing, however, has not changed. The NJRULLCA is a “default” statute; unless there is an agreement to the contrary […]
Hobby Lobby and the Law of Unintended Consequences
In Burwell v. Hobby Lobby Stores 573 U.S. __ (2014), the Supreme Court took a whack at the Affordable Care Act, a/k/a “Obamacare”, and gave new force to the argument that “corporations are people”. In a nutshell, Burwell stands for the proposition that, where the religious beliefs of the owners of a corporation are “tightly […]
Over-billing. Client, Beware.
Every so often, we see press reports of over-billing by lawyers and law firms. Most of these stories involve large firms, as does the latest story, about DLA Piper, the world’s largest law firm, with 4,200 attorneys in offices all over the world. Unfortunately, over-billing is not confined to large firms; it’s a temptation for […]
Limited Liability Companies New and Improved
The New Jersey Revised Uniform Limited Liability Company Act ( the “New Act”) will take effect on March 18, 2013 and will apply to all limited liability companies formed after that date. For limited liability companies formed prior to March 18, 2013, the effective date of the New Act is April 1, 2014. Limited liability […]
Summer Time / Vacation Time
Paid vacation is a powerful tool for recruiting and retaining employees. The opportunity to rest and recharge can improve employee morale and boost productivity. But paid vacation costs real money; and, to get the most for that money, employers should understand the law governing paid vacation. In most states, including New Jersey, New York and […]
