Category: Business & Corporate Law

General Overview of Securities Act Exemptions for the Novice

By Amber Condron and Richard Weintraub 

Clients that are starting or growing their business often come to their attorneys with a conundrum: they need money and have no idea how to go about raising it compliantly.  Raising money compliantly can be tricky as it involves compliance with state securities laws, known as “Blue Sky Laws,” and federal law. There are five major federal securities laws contained in Title 15 of the U.S. Code that need to be reviewed when conducting an interstate offering: Read More

Dispute Resolution Techniques in LLCs

By Bob Copeland 

RULLCA and the Delaware Limited Liability Company Act and case law make it clear that LLCs are contractual relationships and the LLC acts provide great flexibility for parties in tailoring their relationship. Drafters of LLC operating agreements should certainly discuss the need for and possible terms of a mechanism for resolving disputes among the members with clients and the possible consequences if disagreement over continuing the business of an LLC arises and the parties are deadlocked and are left to the default provisions of the applicable LLC Act, including a possible involuntary dissolution proceeding overseen by a court. (And the courts, when asked to intervene, do so enthusiastically.) Read More

Arbitration and Dysfunctional Drafting

By Carl Ingwalson Jr.

“A cautionary note – we spend too much time trying to make sense out of arbitration agreements precisely because litigants spend too little time drafting them. Increasingly, we have been presented with incoherent hybrids and bizarre mutations of supposed agreements for judicial or contractual arbitration.” National Union Fire Ins. Co. v. Nationwide Ins. Co. (1999), 69 Cal. App 4th 709, 717. Read More

The Importance of Outsourced General Counsel

By Robert Conca

One important decision in the lifecycle of a growing company is when to hire its first in-house counsel.  Frequently, this issue arises at a time in the evolution of an organization before there is a need for a full-time employee in this role or room in the corporate budget for a highly compensated general counsel.  Other factors may drive the decision of whether to hire an internal attorney including costs, how the function will integrate with the current management and whether there is enough work for a full time employee.  When to devote resources to this role is equally important as how to devote those resources. Read More

The Business Lawyer Dilemma: Providing Legal Advice vs. Providing Business Advice

By Danielle Fontanesi 

As a business lawyer, it’s not uncommon to find yourself in the position where a client asks you for – or where you want to give – business advice. As a lawyer, our job is to give legal advice, but in the world of business law, the lines are often blurred between “legal advisor” and “business advisor.” In this article, I discuss the differences between legal and business advice, your duty in providing advice to your client, and potential risks (and benefits) in providing business advice to your client. Read More

Microsoft Word Tips for Attorneys

By Will Marshall

Skilled word processing staff, particularly for smaller practices and transactional attorneys, are all but gone. Attorneys must increasingly handle their own documents, generally using the not-always-friendly Microsoft WordTM. Battling with automatic numbering is not the highest and best use of your time nor your client’s wallet. With that in mind, I offer a collection of some of my most often used techniques in Microsoft Word. Read More

Modes of Contract Review

By William Marshall

Transactional attorneys refer simply to “reviewing” a contract. However, I have identified different modes of review and found that thinking about them can be helpful in improving my review practices. The following are nine modes of review that I, to varying degrees, am adopting as I review an agreement. Some of them overlap and, of course, I very often perform multiple or even all of these modes in a single reading of an agreement. However if time permits, separate readings focused on one or two of these modes at a time can result in a better, more comprehensive assessment and markup of a document. Read More