Category Archives: General

Outside General Counsel Arrangements: Is 2014 the Year?

shutterstock_168666830

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.

Tagged , , , , ,

Wishing you a FEARLESS Hanukkah

shutterstock_161910968 (fearlessness)

There are many aspects,

recounted from generation to generation,

of the miracle of Hanukkah:

 Military victory.

 Divine intervention.

 Unforetold illumination.

Spiritual purification. 

Yet the biggest miracle of all was
fearlessness

in the face of adversity. 

Fearlessness does not mean to not be afraid.

It means to conquer our fears rather than being conquered by them.

Click here to read our full Hanukkah newsletter.

Tagged , , , , , ,

Thankful for Sanitation: World Toilet Day

shutterstock_162500483 (outhouse)

If I asked 1000 people what was the most critical technological invention, what do you think they would answer? Hint: it’s not an iPad.

Some of us feel we “can’t live without” our computers, TVs, devices and other modern inventions for more than a day, but what we really can’t live without is clean water and access to sanitation. Yes, my dear readers, that includes our toilets.

As Thanksgiving approaches and we all start counting up what we are thankful for, let’s not forget the most basic elements of our existence: food, water and shelter. And that implies cleanliness in each case, an implication that most of us with the luxury of reading blogs take for granted, but one that is not lost on a considerable portion of the world. Lack of adequate sanitation robs people of health, safety and dignity.

2.5 billion people in the world do not have a clean toilet

In the early days of November, I envisioned writing a post about laws I am most thankful for. I kept coming back to sanitation as one of the most significant aspects of our modern existence, both the inventions that have advanced it and the laws that protect it. It seems I am not the only one thinking about it.

Today is World Toilet Day. It may sound amusing until you think about it. Then you literally say to yourself, with no pun intended, “Sh*t, that’s really important.” So important that the United Nations General Assembly designated today, November 19, as World Toilet Day.

According to their research, 2.5 billion people in the world do not have a clean toilet. That’s billion, not million. Wow. Can you imagine that? Click here to read more.

We can’t solve all of the world’s problems, but we can each play a part to make the world a better place. In this season of cheer, thanksgiving and philanthropy:

Choose a cause. Get involved. You won’t regret it. And neither will the 2.5 billion.

shutterstock_160082594 (dominos)

Tagged , , , , , , , , , , ,

Five Scary Legal Blowups You Can Avoid in Your Business

shutterstock_131290649

It’s Halloween. Kids get scared by monsters and spooky Jack O’Lanterns. Adults may relive pent-up fears from the rest of the year or (hopefully) get a playful reprieve.

Here are five scary legal blowups you can avoid in your business by careful, timely planning. Start tomorrow, after resting up from the Tricks and Treats.

1) You have an unstable or otherwise difficult business partner and do not have proper agreements. This seems like an obvious point, but unfortunately it is often overlooked. Document your rights and obligations with your business partners before disputes arise. If you visit Avvo.com or one of the other sites at which “real people” can post questions anonymously to attorneys, a topic you will see over and over again is how to dissolve a business relationship in which there are no legal agreements governing the relationship of the parties. A little investment upfront to work out what happens in a dispute will not only save you stress if there’s a meltdown or bombshell, or your business partner suddenly disappears or dies (which does happen), but it also will contribute to amicable relations in the good times.

2) You don’t know what your lease says. I am continuously surprised at how many friends and clients come to me with questions like – can I get out of my lease early without penalty? how do I do it? Your lease may be one of your biggest expenditures as a business. You should know what it says before you sign it, and you should write it down in a memo (or at least handwritten notes) that you file with the lease, so you remember later what it says. This goes for all big ticket contracts, in fact. Know not only how much they cost to stay in, but how much it would cost you to get out of them if needed.

5) Your address is wrong with the Secretary of State or contract counterparties  and you do not receive notice of fines or litigation. If you do not update your address, you will not be notified, and this is to your detriment. Fines and penalties can pile up, and if you do not receive notice of a litigation a default judgment can be entered against you without your knowledge or ability to defend yourself. Have an individual in your organization (and a backup) who is charged with reviewing key matters if your contact information changes temporarily or permanently.

4) You do not have a federal registration for your trademark or service mark, and someone applies for it first. If you have already invested considerable time in creating and advertising your business name and are operating in multiple states, or you have a serious intent to do so, it is worth the small investment to hire an attorney and, if he or she advises, file a federal trademark application. In the long run, it is more economical – and causes less headaches and heartaches – to either (1) have your registration completed first, without the need to try to cancel a competitor’s application on grounds that you are the prior, senior user, or (2) know before expending even further time and funds in a mark that registration may not be available. (See my prior post about choosing a mark and make sure that, if your attorney advises, you complete a trademark search as well.)

shutterstock_141291514

5) You have “independent contractors” on the books who are really employees. Businesses often hire individuals as independent contractors or consultants without considering the serious downside if they are reclassified as employees. Take a look at the Department of Labor’s press releases about employee misclassification for some of the enforcement activity in this area. There is no single standard to distinguish between employee or independent contractor (e.g., click here re: the FLSA or here for the NY DOL). What is clear is that simply calling someone a consultant does not mean he or she is not an employee. And the penalties can haunt you longer than any ghost on Halloween.

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.

Tagged , , , , , , , , , , , , ,
Follow

Get every new post delivered to your Inbox.

Join 230 other followers

%d bloggers like this: