Category Archives: General

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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Wishing you a FEARLESS Hanukkah

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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.

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Five Scary Legal Blowups You Can Avoid in Your Business

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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.)

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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.

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Segal Law Blog Year One – Top Four Posts

This Thursday, September 5, will be the first anniversary of Segal Law Blog. Since it is Rosh Hashanah from Wednesday evening to Friday evening, the blog will be here Thursday, but I certainly won’t! Below are my top four blog posts if you have Segal Law Blog withdrawal.

For the Christians, Buddhists, atheists and others among my readership who won’t be at the synagogue later this week, Rosh Hashanah is the Jewish New Year. The conventional short greeting in Hebrew is L’Shana Tova, if you would like to wish someone a Happy New Year, as Pope Francis today wished Jews worldwide. Careful with your spell check though, or you’ll be wishing folks L’Shana Toga…. (No, that doesn’t mean Happy Toga Party, as fun as that could be!)

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To celebrate one year of law blogging, here are my top four posts:

My Biggest Risk, Finding My Core – One Year Later (shared 17 times on LinkedIn! Woohoo!)

The Effectiveness of a Non-Compete that is “Subject” to an Employment Agreement: Why Legalese Isn’t Always a Waste of Time

Aren’t Band-Aid [Brand Adhesive Bandages] Great? (My First Cut at Trademark Law)

Lawyer’s Fees Be Damned. Why Can’t I Just Use LegalZoom?

My profile was also a highly read page, and my next highly read post was my Q3 2012 newsletter. Finally, here’s a recent post that’s getting a lot of interest on my blog, via email responses and in the LinkedIn estate planning community:

Safe Deposit Box: Best Place to Keep a Will?

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What have I learned in a year of law blogging? It’s much harder than it looks! Despite the disclaimers, everything you write is read through the lens of could I get sued for saying that? You have to be right on the money with each word you say, two steps ahead in fact, even if there is no logical cause for concern. (See my edits in red to the Band-Aid [Brand Adhesive Bandages] post above, if you wonder what I mean. My tendency for fun, bloggy-style, tongue-in-cheek humor is not entirely compatible with a law blog. Ah, to be carefree, judgment-proof and twenty-something again….) It is also extremely gratifying when you can look back at a year of well-thought posts and feel proud of the work you have done.

In all, I look forward to another year together to discuss legal issues relevant to my clients, friends and general readership. L’Shana Tova or simply Happy Almost Autumn! As a resident of Connecticut, fall is by far my favorite season of the year. I may even post some photos of our beautiful trees and leaves so you can share in the joy.

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