Author Archives: Anne Marie Segal

Martin LLP Welcomes Anne Marie Segal

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STAMFORD, CT.  April 2014 - Martin LLP is pleased to announce that Anne Marie Segal has joined the firm as a Partner in its Corporate practice.  For over twelve years, Anne Marie has provided legal and business advice in the areas of fund formation and management, corporate transactions, finance, corporate governance, business and trading agreements, employment contracts and related matters.

 

Anne Marie was recently Principal of Law Office of Anne Marie Segal, at which she advised entrepreneurs, executives, investment fund managers, founders, business owners and other clients.  By joining Martin LLP, Anne Marie will continue and expand her range of services to new and existing clients, including those engaged in private equity and venture capital transactions. Says Anne Marie, “Martin LLP presented a unique opportunity to join a sophisticated law practice and entrepreneurial team based in Stamford, CT. I have been very impressed with the relationships and level of service that Martin LLP lawyers provide to their clients, as well as their general reputation in the legal and business communities.”

Previously, Anne Marie served for seven years as Deputy General Counsel to an investment adviser to private equity and hedge funds that managed over $6 billion in assets.

Martin LLP represents a wide range of local and national clients in corporate, litigation, and real estate matters. We are particularly valued for our representation of growth companies and their private equity and venture capital investors.

Our corporate lawyers represent clients in the areas of:

  • Private Equity
  • Venture Capital
  • Growth Companies
  • Mergers & Acquisitions
  • Start-Up Companies
  • General Corporate Matters

Corporate Christopher Martin, Managing Partner and Chair of the Business and Corporate Group and former CPA, has provided legal and business advice to growth companies and their key participants for over twenty five years.

Gloria Skigen, Partner in the Business and Corporate Group, advises venture capital funds, private equity funds, companies and executives on legal and business matters. Gloria formerly served as General Counsel to a venture capital firm and Partner at Battle Fowler.

Andrew Nelson, Partner in the Business and Corporate Group, provides legal and business advice to private equity funds and U.S. and non-U.S. companies. Andrew is a former Partner of Sidley Austin LLP and Morgan Lewis & Bockius LLP.

Real Estate

Kenneth DellaRocco, Real Estate Partner, has practiced in all areas of commercial real estate, including sales, acquisitions, development projects, financing and leasing, representing clients with a wide range of interests and needs. Ken has substantial experience handling a broad range of business issues for individuals, mortgage lenders, developers and public and private companies, including businesses with a local, regional, national, and international scope, emerging growth companies and closely-held family businesses.

Litigation

Mark Gregory, Litigation Partner, represents businesses and corporate executives as lead counsel in a broad range of general commercial litigation matters, including complex contract interpretation, federal securities law matters, shareholder derivative claims, antitrust, intellectual property, brokerage, trade secrets, fraud, unfair competition, employment and real estate disputes. He has represented clients in federal and state lawsuits, arbitrations and other alternative dispute resolution forums. Prior to joining Martin LLP, Mark was a Partner at Kelley Drye & Warren LLP.

Below is Anne Marie’s new contact information:

Anne Marie Segal, Esq.

Martin LLP

One Landmark Square, 21st Floor

Stamford, CT 06901

Direct Dial: 203-973-5228

Email: asegal@martinllp.net

About Martin LLP:

Martin LLP is a trusted advisor to local and national clients on corporate, litigation, and real estate matters. As a sophisticated law practice, we are particularly valued for our relationships with growth companies and their private equity and venture capital investors. With a proactive approach, we partner with our clients, anticipating their needs and providing practical advice focused on maximizing the value of their business opportunities.

 

Copyright © Martin LLP 2014. All Rights Reserved.

 

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Joining Stamford Law Practice – Martin LLP

Hello blog readers. Time to publicly announce my next stop on the professional journey, hopefully a long and fruitful one:

I am joining Martin LLP as a partner in their corporate practice.

Located in Stamford, CT, Martin is a bit of an anomaly in the legal field – so I may fit right in - as a smaller firm, headquartered outside of New York City, yet with a strong and sophisticated client base. As they say on their website (martinllp.net), Martin represents a wide spectrum of clients in the corporate arena, including growth companies, start-up companies, private equity, venture capital and other investment firms, families and individuals. They also have tax, ERISA, real estate and litigation attorneys to round out their practice.

Although I am not officially transferring my practice for a full four weeks ahead, on April 22, 2014, I expect that my blog posts here may be winding down as I wrap up, ramp up and continue to serve clients in the meantime. Feel free to contact me for more information, and I will post my new address, phone and email here once it is available. Thanks again for your support as readers, clients and friends!

-Anne Marie

 

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10 Essential Employment-Related Agreements

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Starting a high-charging company or sorting out the employment landscape as a newly-landed executive? Here are 10 essential employment-related agreements you’ll want to be familiar with.

1) Offer Letter. This is the initial offer of employment to a future employee. The letter should state the individual’s title, compensation, chief benefits (such as vacation time and 401(k)), intended start date and other basic facts. If the offer of employment is subject to certain conditions – generally they are – these should be outlined in the letter. These may include work authorization, background checks and drug screening, as well as (in some cases) agreement to be bound by certain contracts or employee handbooks. Generally an executive or other employee who receives an offer subject to a noncompete would be well-advised to ask for a copy of the agreement and read it, preferably with an attorney, prior to accepting the position. Note, however, that in certain jurisdictions a noncompete that is not presented prior to employment is not binding.

2) Employment Agreement. Although some companies use these indiscriminately, the most savvy among them save employment agreements for top employees who have the leverage to require them. Some employment agreements are rather basic documents that simply spell out the terms of the job. Others are complex, lengthy documents that include terms such as severance payments upon a termination with or without cause or change of control. All employment agreements should spell out the basic terms, such as duties, base and bonus compensation and length of guaranteed employment (if any) with relevant conditions attached. Employment agreements may also contain noncompete, non-solicit, confidentiality and other provisions, explained below.

3) Consulting Agreement. Consulting agreements are, as the name suggests, used to employ consultants on a long-term or temporary basis. At times, an individual may be an employee at one company and a consultant at an affiliated entity, and the consulting agreement serves to document the additional relationship and any related compensation. A consulting agreement should clearly spell out the services to be rendered, how they shall be delivered, what fees shall be paid and on what basis (e.g., hourly or monthly, upon receipt of an invoice or other time period) and the manner that the consulting arrangement can be terminated by either party. The agreement should also contain language that the consultant cannot bind the company, that he or she is an independent contractor responsible for deductions and taxes and similar provisions.

Businesses should consider carefully whether an individual taken on as a “consultant” or other “independent contractor” would not likely be recharacterized as an “employee”, as the financial penalties of failing to pay employment taxes and other consequences can be substantial. This is especially true if the business intends to operate solely through independent contractors and essentially treats them as employees (controlling scheduling, requiring services to be delivered on-site and other employment aspects).

4) Noncompete. Non-competition agreements or provisions are restrictive covenants that prohibit an employee from engaging in a competing activity. Their effectiveness depends on many factors, including the law of the controlling jurisdiction. In jurisdictions that tend to uphold noncompetes, whether as written or as modified (reduced in scope) by the court, two main factors are the length of the restriction and the geographic scope. Of all employment-related agreements, noncompetes can be the most complex and restrictive. Therefore, they are the most important to read and understand before signing.

Note: I do not give the above guidance lightly, as I have occasionally seen highly-educated, highly-paid individuals simply sign noncompetes and other restrictive covenants without even reading them. Not a smart thing to do, especially in this economy!

5) Non-solicitation. Non-solicit provisions – these are usually part of a larger agreement – restrict an executive or other employee from recruiting or hiring individuals from a current employer on behalf of a third party. They can also restrict other forms of “solicitation”, such as soliciting customers, investors or business opportunities. Since non-solicitation provisions do not “restrain employment” they can be easier to enforce in the courts than non-competition clauses.

6) ConfidentialityA confidentiality agreement is designed to keep non-public information from entering into the public domain. Generally there is no term or end date on the time period that the information needs to be kept confidential, as long as it has not become public (generally or known within the relevant industry) through no fault of the person receiving the confidential information. This is especially true in the case of trade secrets, which by their nature must remain confidential to retain their value.

7) Work for Hire and Assignment of Inventions. Intellectual property, such as copyrights, generally belong to the employer absent a special agreement to the contrary. This is not true in certain contexts where the creation is entirely unrelated to an individual’s work assignment (e.g., if an engineer in charge of quality control wrote a Broadway play in his or her spare time.) For independent contractors (ICs), work for hire and assignment provisions should be in place to delineate who owns any non-tangible property that the IC has created for a company. In some cases, the parties should draft carve outs for intellectual property (from copyrights to trading algorithms) that were created by an employee or consultant prior to employment if such individual wishes (with the company’s agreement) to retain as his or her property and license it for use, rather than transfer it, to the company with which he or she is employed or engaged. Provisions that assign ownership of any or certain intellectual property or inventions (i.e., assignment of inventions provisions) often accompany work for hire provisions, as a backstop to assure the rights of a company that expects work for hire provisions to uphold its ownership.

8) Indemnification. In the employment context, an indemnification agreement is offered to a key individual who may be exposed to liability under his or her fiduciary duties or for other reasons. A company should offer a broad indemnity as well as insurance to the individual to induce him or her to take on a role of responsibility. There are relatively standard provisions that should accompany all indemnities, although the language used to express them may vary, and these should be carefully drafted and/or reviewed.

9) Severance. In the case of top executives, severance terms may be agreed in advance at the time of employment or upon a promotion. For other employees, they may be extended upon termination. Severance agreements include, among other provisions, the amount of severance offered in lieu of the contracted notice period, any extension of benefits, a noncompete (if applicable) and a release.

10) Release. A company may ask for a release of all potential claims by an employee against the company in exchange for consideration offered. The consideration must be in addition to whatever money or property the employee was already entitled, and the amount will vary based on factors such as the employee’s regular compensation when employed. An employee should read a release agreement with care to ensure that he or she is not releasing claims that have already vested in the employee or would vest upon termination, such as vested stock that was part of a benefits package.

There is an additional document – not an “agreement” per se – that is often critical in the employment relationship. This is the employee handbook.

From an employer’s standpoint, once a small handful of employees is hired it is helpful to start putting company policies in place. At some point, based on size and other factors, an employee handbook is a veritable necessity. It should be acknowledged in writing by all employees upon employment and again upon each significant revision (or at least annually). From an employee’s standpoint, it is important to know that although a handbook is not an individual contract between each employer and employee, employees are bound by its terms.

This short summary obviously does not cover all of the nuances of the above agreements. Please visit www.amscounsel.com for more information.

Nothing posted on this site constitutes legal advice or forms an attorney-client relationship. You should consult your attorney to discuss the facts of your situation. This is a public forum. Please do not post confidential information.

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Outside General Counsel Arrangements: Is 2014 the Year?

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An out-of-the-box New Year’s Resolution: engaging outside General Counsel.

Is 2014 the year?

If you have ever worked for a company or organization with a General Counsel, you know the positive results that an effective one can bring. Successful General Counsels (GCs) not only offer legal advice but also give helpful business input based on their experience structuring relationships and transactions. If your company or organization has grown to the level that it would benefit from ongoing legal advice but you cannot afford a full-time, internal GC, this may be the year to consider an outside general counsel arrangement.

For a corporate-minded, outside GC, here are examples of matters that could be included in the arrangement:

- Review of contract provisions with your business partners.

- Advice on corporate and website/social media policies, corporate governance matters, board of directors policy and practice.

- Routine filings as requested.

- Consultation on employment issues and review of associated agreements.

- Review of subpoenas, summonses, complaints, or claims served upon you and advising you on the same; advise regarding potential legal actions you may contemplate taking. (This is where the phrase “I’ll call my lawyer” originated.)

- Consultation on purchase or sale of business assets or real estate, negotiating and reviewing the same.

Outside GCs can be hired on a retainer arrangement, whereby you engage the attorney for some amount of time each month (for example) for a flat fee, which can prove economical than an hourly rate. Additional work, as needed, can be provided as and when agreed.

Think of all the times in the life of your business that you have said, “I wish I had a lawyer to look at this.” If there have been enough of those times in the past year, it may be that you have reached a tipping point: a level of growth that should be applauded and corporate responsibility that should be reviewed. This is not a short-term investment; it is an intelligent one for a business or organization that intends to stay current and compliant over the long term.

Law Office of Anne Marie Segal is located in Stamford, Connecticut, provides legal counsel to businesses and individuals in Connecticut and New York and advises select national and international clients. Please visit www.amscounsel.com for more information.

None of the information posted on this site constitutes legal advice or forms an attorney-client relationship, and there may be facts not discussed here that are relevant to your situation. This is a public forum. Please do not post confidential or fact-specific information regarding your legal questions on this site.

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