Happy New Year! — the time of year full of new beginnings and new plans!
Writing this column every other month initiates a new plan for me. My goal is to bring you food for thought on legal topics that are relevant to you.
To achieve that goal, I am inviting you to submit topics to me that interest you from a legal perspective; that is, what would you ask a business lawyer if the meter were not running? (N.B., lawyers charge by unit time for their services, which includes listening to your story and advising.) If you let me know your questions, I will hit on as many of them as space and time allowal in this column. You must bear in mind that my responses and advice will be general, and you will still need to hire an attorney for advice on any particular situation. Remember: the goal is to provide food for thought rather than legal advice.
As you begin your new year and take stock of your company, your prospects and your challenges, I invite you to also look anew at the legal health of your company. This is a time to look at your strategy and review any legal risks facing your company, both now and down the road.
Frequently smaller companies talk to business attorneys only when they make a big change, such as start a business, buy property, sell a business, or something of similar magnitude. Larger companies, on the other hand, usually have in-house legal counsel as part of a management team who knows the business goals and proactively plans for legal issues that could interfere with short- and long-term goals.
If you don’t regularly work with your business attorney, consider calling him or her and asking to sit down and review your plans. The goal would be to make sure thatyou understand the legal environment and the laws that may impact you today or down the road — including when you try to sell your business or go after a new opportunity.
As a business lawyer who has worked on transactions for smaller and larger companies, as both in-house and as an outside lawyer, I know that my knowledge is more useful as I know more about a client’s business and their priorities. I like to get to know my clients before a crisis or major change hits. Your attorney will be more help to you if you include her or him in planning, and you help her or him to understand your business and the challenges and opportunities that you see.
To prepare you for such a sit-down and to make better use of your time while the meter is actually running, here are some questions to consider:
- What are your biggest risks and fears? If something were to go wrong in your business, what is it most likely to be? Is there something you can do to minimize or protect against those risks?
- What works and doesn’t work in your agreements with customers? Can you streamline this process with better contracts?
- Do you get what you need from suppliers? Are you able to make sure that your agreements lay out expectations in a way that produces better outcomes?
- What legal issues are being discussed in your industry literature? Have you looked at those issues in relation to your own business?
- If you own a business with other people, do you have a plan in place for ownership if someone needs to leave the business due to illness, death or disinterest? If it is your own business, do you have a succession plan that will allow your family to benefit from the value you have built in your business?
- Are you operating as a limited liability entity? If not, what are the benefits and costs of doing so? If you are, are you following basic procedures (such as signing documents as an officer of the entity rather than personally) to limit your liability to the assets of the entity?
- Do you have trademarks or copyrights that you need to protect?
This kind of proactive process facilitates the growth of your business while protecting the value you are building. This is not to suggest that you want to become mired in worries about the law all the time. Most business owners and corporate professionals do not have time to go to law school while they are running their businesses.
Be grateful that you do business in a stable country which has a set of laws and courts that make business more predictable. (If you have cringed a time or two at this thought in recent years, consider the special problems of doing business in a third world country with an unstable political system. I have worked on matters involving many other countries, and have come to appreciate the relative stability of our laws.)
Think of it this way: in our business and personal lives we rely upon laws all the time without needing to know the law. An example is the law of gravity: you don’t need to know the law of gravity to stay on the ground. And I hope that you don’t walk around afraid that you are going to fly off the face of the earth if gravity stops working.
Most of what business lawyers do is not as difficult as rocket science, but lawyers do have a body of knowledge that helps them to navigate relevant laws and make sure you don’t trip over them, and that you use them properly as you grow your business. The issues that may matter from one business to anothercan vary greatly depending on your industry, the size of your business and similar factors. This is why you should never depend upon my column and other online legal publications for legal advice for your specific situation. This isn’t just a general caveat to protect myself: the law really can be frustratingly fact-specific and you should be careful when applying what you read to your own situation
Engage your lawyer to put his or her body of knowledge to use for you.
Even if you do your homework and spend the time foryour lawyer to get to know your business, you may not foresee all of the legal issues that can crop up in a year. But when you pick up the telephone, your lawyer will need to address only the immediate issue, withoutusing valuable time during a crisis getting to know you and your business from scratch..
Rebecca Westerlund Coletta, Esq.*
Coletta Law Office
620 County Road
Hanson, MA 02341
Becky Coletta is the principal of Coletta Law Office and has provided representation to a variety of large and small companies since graduating from NYU School of Law in 1990. She is a member of the Massachusetts, New York and Connecticut bars. She is also a member of the SSWBN Board of Directors, the South Shore Chamber, the Massachusetts Bar Association, the Pembroke Chamber of Commerce and the Kiwanis Club of Hanson.
|This column constitutes legal advertising, and is designed only as an information service. While every effort is made to ensure the accuracy of the information, it should not be relied upon as legal advice. Legal advice is provided only after a careful review of the specific facts provided by a client after formation of an attorney-client relationship.