Mr. Hartman offers an array of services to business clients. The descriptions below are not intended to be exclusive, but provide examples of some of the types of legal services provided to business clients.
The process usually begins with a free consultation regarding what is involved in starting a new business, with attention to the best type of business entity (sole proprietorship, partnership, limited liability company or corporation) to use, requirements and procedures for setting up the business, asset protection considerations, other business team members with whom relationships should be established, agreements (such as leases) that might be needed, etc. For information on choice of entity, see the discussion under that header below.
Converting one form of business to another type of entity. Most often, this involves converting an existing sole proprietorship or partnership business to a corporation or LLC due to asset protection concerns, addition of owners, or for other reasons.
BUSINESS PURCHASES AND SALES
Mr. Hartman has represented both buyers and sellers of businesses, from small mom and pop businesses to multi-million dollar transactions. It is important that the asset sale or stock sale agreement be carefully crafted with attention to due diligence issues and various checklists to be sure all of the details are attended to. Often the process begins with a Memorandum of Understanding or Letter of Intent to be sure that the parties are in agreement on the general concepts and key points before a definitive agreement is drafted. The process is on-going until close of the sale escrow.
CORPORATE MAINTENANCE AND REPAIR
While it may seem obvious, it bears stating that corporations need to act like corporations if the limited liability protection that the shareholders expect, is to be realized and maintained. This means that the corporate minute book should show that meetings of shareholders and directors occur regularly (we recommend at least annually), and if there is only one shareholder or director, that there be written actions of the shareholder and director in the minute book, all of which memorialize important decisions and actions taken by the shareholders and the directors during the period of time covered by the minutes or written action. Mr. Hartman assists his corporate clients with this process by sending them a detailed questionnaire once a year, which they can fill out and return, so that meaningful actions or minutes can be prepared. Of course, during the year, minutes of special meetings can be prepared at any time when advisable. Further, the corporation should not appear to be merely the alter ego of the individual owner, with cash, for example, passing back and forth between the shareholder and the corporation as needs arise, without adequate documentation as salary, loans, etc. Mr. Hartman acts as outside corporate counsel for many corporations that are not large enough to support a full-time corporate legal department. Typically, a corporate legal department would manage all litigation involving the corporation, including locating out-of-state counsel for any court actions pending in other states, complete all periodic corporate filings in timely manner, maintain board and committee minutes and records, conduct due diligence on behalf of the corporation whenever necessary, draft and review contracts to which the corporation is a party, negotiate and review leases, consult with respect to employment issues and contracts, maintain calendars of relevant deadlines and expiration dates, including those applicable to trademarks, patents, domain names, and security interests.
WE REPAIR AND CORRECT DEFECTIVE CORPORATIONS AND LLC'S.
The DIY trend resulting in articles of incorporation and articles or organization being filed by accountants, bookkeepers, and by individuals through various online services, has resulted in many incomplete entities that offer no asset protection, that are merely the alter egos of their incorporators, do not observe the necessary formalities and are not maintained. Often we find that stock has never been issued or there are no minutes of meetings of shareholders or directors in such corporations. We can determine what has or hasn't been done and what is needed to complete the process.
All businesses encounter needs to draft, review or revise agreements. These can be commercial leases, property purchase agreements, equipment leases, employment agreements for key personnel, independent contractor agreements, non-disclosure agreements, licensing agreements, consulting agreements, product sales and security agreements, and promissory notes, to name a few. With respect to the formation of new businesses, agreements can include shareholders= agreements, operating agreements (for LLC's), and buy-sell agreements. You need experienced counsel who has drafted and reviewed such agreements in the past for other clients.
We are s litigious society in this country, and even with the best procedures and contracts, one of the expectations of business owners should be that at some time in the history of the business, it will be sued by someone or will need to sue someone. Some lawsuits may be defended by an insurance carrier for the business, such as a worker=s compensation claim or a claim arising out of an auto accident that occurs in connection with business use of a vehicle. Other claims, such as breach of contract, including breach of warranty, and intentional torts, probably won't be covered by any form of insurance. At such times, you need a business attorney familiar with the kinds of issues involved in the litigation, and you need to see him as soon as possible after being served with a complaint, if you or your business is the defendant. Often these matters can be settled or may later result in settlement through mediation, but at times they must proceed through the trial or arbitration process.
SELECTION OF FORM OF ENTITY
The following is a very brief summary of the typical choices of entity or format for conducting business in California. The best way for a client to get his/her specific questions answered regarding which form is best for the client=s existing or new business, is to schedule an appointment at which the characteristics of each entity, and the pros and cons as they relate to the client's business, can be discussed. The initial conference is included in the flat fee applicable to formation of a corporation, LLC or partnership.
All applicable licenses must be obtained, such as business licenses and any licenses or permits required for the particular type of business or profession to be engaged in.