Services not limited to the above mentioned
3 Easy Steps
Speak with an attorney to help you choose the proper service
Answer a few simple questions
Receive your finished work and continue operating
A great way to keep your best employees
Can require an employee to give a long lead time should they decide to leave
Contracts can offer retention bonuses or ask for a forfeiture of future bonuses if an employee leaves before a specific date
Contracts can be used to prevent employees from revealing confidential information, soliciting customers or working for a competitor.
Contracts can restrict your ability to terminate an employee
If needs for your business change, you will need to renegotiate the employment contract
Contracts require that you act with a “covenant of good faith and fair dealing.”
Contracts can restrict an employee’s ability to earn a living after leaving a company. This will be looked upon negatively by the courts
What is included in an Employment Agreement?*
- The terms of employment such as a period of time, duration of project, salary, etc.
- Benefits such as health, dental, life insurance, disability insurance, retirement accounts, etc.
- Responsibilities of the employee
- Reasons and grounds for termination
- Vacation and sick day policies
- Nondisclosure agreements (regarding trade secrets or client lists)
- Covenants not to compete (regarding employee opportunities)
- Ownership agreements (regarding materials produced by employee during employment)
- Assignment clauses (regarding patents, copyrights, trademarks acquired during employment)
- Dispute resolution clauses such as mediation or arbitration
*Not limited to the above mentioned
Will the lease fit your business?
Commercial leases have fewer consumer protection laws which means you are not subject to most consumer protection laws that govern residential leases. Some examples are no caps on security deposit or rules protecting tenants privacy.
You cannot easily break or change commercial leases. Commercial leases are usually long-term, binding, and a good amount of money is at stake.
The positive side is that there are no standard forms for leases. There is room for negotiation and flexibility. Most business need special features in their space and these terms should always be included in the terms of the agreement. Each commercial lease should be customized to the business owner and landlord.
Important Lease Terms
- Length of the lease (lease term)
- Renewal option
- Rent increases and how they will be calculated
- Whether rent includes insurance, taxes, maintenance, etc.
- Security deposit
- Conditions for security deposit return
- Exact space being rented
- Whether there will be any modification done to the space
- Specifications for signs
- Responsibility for maintenance and repairs (including heating and air conditioning)
- Can the space be assigned or subleased by the tenant
- Whether the space can be expanded
- Dispute resolution (mediation or arbitration)
*Not limited to the above mentioned
The person who proposes the terms of an agreement makes an offer.
The benefit that each party gets or expects to get from the completed contract.
“Meeting of the minds.” Both parties to a contract must intend to be bound by the agreement.
Agreeing to a contract should be clear to both parties.
When do I NEED to have a contract in writing?
- Contracts in consideration of marriage.
- Contracts that cannot be performed within a year. (employment contracts, leases)
- Contracts to transfer land interest. (real estate)
- Contracts for the sale of goods totaling $500 or more.
- Contracts where a party becomes a surety.
- Contracts by the executor of a will to bay debt
The above stated are contracts that NEED to be in writing or you may prevented from bringing a claim in court, unless there is an exception that applies.
COMPANIES REORGANIZE AND RESTRUCTURE IN AN ATTEMPT TO INCREASE EFFICIENCY AND PROFITS, A CURE FOR THE COMPANY’S ILLS, AND AN OBJECTIVE TO ADVANCE EFFECTIVENESS. OFTEN TIMES, THE ORGANIZATION MAY BE A RESULT OF A RECENT ACQUISITION, BUYOUT, TAKEOVER, OR THE THREAT OR FILING OF BANKRUPTCY.
- Type A: Mergers and Consolidations
Section 368 of the IRS Revenue Code identifies seven types of corporate reorganizations. The first recognized reorganization type is a statutory mergers and consolidations (stock for assets). Mergers and consolidations are both based on the acquisition of a corporation’s assets by another company.
- Type B: Acquisition — Target Corporation Subsidiary
A Type B reorganization is the acquisition of one company’s stock by another corporation, with the acquired company becoming a subsidiary of the acquiring corporation. The acquisition plan must be carried out in a short time period, such as 12 months, and the acquisition has to be only one in a series of moves comprising a larger plan to acquire control. The transaction also must be made solely for the purpose of acquiring voting stock for at least 80% of the target’s stock (voting stock for stock).
- Type C: Acquisition — Target Corporation Liquidation
Unless the IRS waives the requirement, a targeted corporation must liquidate as a condition of a Type C acquisition plan, and target-corporation shareholders become shareholders in the acquiring company. Type C allows for the acquiring corporation to use some other assets as well as voting stock to acquire the target corporation’s assets (voting stock for assets).
- Type D: Transfer
Type D transfers are classified as either acquisitive reorganizations or divisive restructurings, which include spinoffs, split-offs, and split-ups (assets for stock control).
- Type E: Recapitalization
A recapitalization transaction involves the exchange of stocks and securities for new stocks, securities or both by a corporation’s shareholders. Possible scenarios include a stock-for-stock recapitalization plan, a bonds-for-bonds move and a stocks-for-bonds transaction.
- Type F: Identity Change
A Type F reorganization plan is defined in the Internal Revenue Code as “a mere change in identity, form (change from a C corporation to an S corporation or vise versa), or place of organization.
Type G: Transfer
Type G reorganizations occurs in association with a Federal or state bankruptcy by permitting the transfer of all or some of a failing company’s assets to a new corporation.
Mergers of equals do not often happen in the practical world. It is not very often that two CEO’s will give up their authority to realize the benefits of a merger. If a merger does occur, the stock of both companies is surrendered and new stock is issued under a new company name.
Types of Mergers
Two companies that share the same products and the same market.
Supplier and a purchaser merge to form one company. Ex. A wholesaler and a distributor.
Two companies that share the same products but in different markets.
Two companies selling different products that are related to each other in the same market.
Two companies that have different business areas.
In an acquisitions, as in some merger deals, a company can purchase another company with cash, stock, or a combination of both. In smaller acquisitions, one company will purchase all of the assets of another company and leave all of the debt. That company will eventually liquidate or enter into another business.
Reasons for Acquisitions
Improve Company Performance
Two companies combined have a greater market impact and is more likely to grab a greater market share.
Remove Excess Capacity
Companies merge with or acquire other companies in the industry to get rid of excess capacity in the industry.
If a competitor company is acquired, its share of sales is also acquired and as a result the acquirer gets higher sales, revenues, and higher profits.
Acquire new technology and skills
Some companies control some technologies exclusively, either thru patents or copyrights and it too expensive to develop the technology from the beginning.