Maitlin Maitlin Goodgold Brass & Bennet’s (MMGBB) Corporate and Business Services practice provides highly effective and cost-efficient corporate counsel to a wide range of clients. From startups, closely held family businesses, small and medium sized businesses, our clients span multiple sectors, with a focus on each client’s needs, our lawyers provide clear legal advice for virtually all corporate situations.
Corporate is the practice area of lawyers who advise corporations and their officers, directors, and controlling shareholders with respect to the formation, governance, and day-to-day legal problems of such entities. They are required to be true generalists, since their advice may involve such diverse matters as: the proper conduct of the board, its directors, and its committees; executive compensation; shareholder agreements relating to board representation and voting rights; compliance with federal and state regulations affecting the client’s particular industry; commercial contracts with the corporation’s customers and suppliers; relations with the corporation’s accountants, commercial bank lenders, and investment bankers; the structure of the corporation’s joint ventures; communications with the corporation’s stockholders, creditors, and customers.
General Counsel Services
General counsel services is a rapidly growing trend. A general counsel attorney is a trusted legal advisor who helps clients make informed business and personal legal decisions without the client having to be concerned about being billed by the minute or the hour. In addition to providing legal services an hourly basis, MMGBB attorneys offer General Counsel Services to small and medium sized business based upon an agreed monthly or yearly retainer, which varies depending upon the nature of the client’s business and anticipated legal service needs.
Contracts & Transactional Services
All of these issues (and more) should be addressed in a number of formal agreements to avoid the dissolution or collapse of the business when faced with these unexpected events. First of all, most businesses with two or more partners or shareholders should have a written operating agreement which spells out the duties and responsibilities of each member of the company. In addition, a separate buy-sell agreement should be created to address contingencies such as death, disability, retirement, voluntary withdrawal of a partner and involuntary termination.
We are skilled in the area of incorporation and entity formation. If you need a new corporation, LLC or partnership, we can create the certificate of formation, file the appropriate paperwork and provide you with the complete kit including company seal and stock certificates.
Employment and Labor Law
Our firm represents employers in organizations of all sizes in all the complexities of the employer-employee relationship. We have experienced employment attorneys who provide counsel and planning to avoid litigation, and aggressive litigators who will fight for our clients’ rights in the event that suits do occur.
Mediation of Business Disputes:
Business disputes come in many forms. Some take place between two businesses. Others occur within a business between shareholders or limited liability company members. Mediation can address those disputes and others, such as those involving breach of contracts for purchases of goods or services, and breach of leases by landlords or tenants
Business disputes often involve business relationships that both parties benefit from and wish to maintain. Lawsuits usually end these relationships. Mediation is a better way to resolve disputes while preserving important business relationships. Commercial litigation takes time and is very costly. Mediation typically is more efficient
Sale & Purchases of Businesses
Business owners participate in many transactions involving their business. They may negotiate and sign a contract with a manufacturer or a vendor who supplies products to their company. They may need to lease a warehouse or office space and have to sign a lease. They may look to sell their business or find one they want to purchase. All these transactions (and more) need the assistance of a skilled and knowledgeable business law firm.
MMGBB attorneys have extensive experience in guiding and protecting business owners and companies through any of these transactions. Without effective legal counsel, you may make mistakes that cost your business money, time and resources. And transactions with proper legal documentation can minimize the cost of litigating problems that may arise later on.
Buying a Franchise
MMGBB represents persons who desire to acquire franchises or purchase franchised businesses. MMGBB attorneys have lectured on “buying a business” for programs presented by the Institute for Continuing Legal Education Lawyers Educational Services, Kean University/Small Business Administration and SCORE (Service Corps. of Retired Executive).
Some important considerations in forming a new business to acquire not only a franchise but an existing business are:
selecting the form of business organization-limiting liability
selecting a lawyer competent, not only in franchising, but also in corporate, commercial and real estate law
identifying the respective due diligence activities for the proposed franchisee and the lawyer
selecting an accountant to assist in the reparation of cash flow projections, preferably prior to signing the Franchise Agreement
deciding on whether to have compilation or review financial statements
use of payroll services-dangers of non-compliance with technical requirements
shopping around for insurance coverage, rather than blindly using the insurance agent recommended by the Franchisor
Some major issues in reviewing the Offering Circular and Franchise Agreement are:
refund of Franchises Fee or portion thereof before commencement of operations under certain circumstances
the “Territory” and scope of protection for the Franchisee
length of initial term
right of renewal and conditions thereon
conditions to right of Franchisee to sell the business with the Franchise or to sell a portion of the ownership
effect of death or disability of the principal of the Franchisee
limitation of the liability of the principals(s) on the personal guaranty required by the Franchisor
limits, if any, on discretion of Franchisor to refuse to grant consents or approvals
restrictions on competitive activities of the Franchisee of its Principal(s) after termination
Some of the key issues in the Lease for the franchised location are:
the precise language of the use clause
length of initial term and synchronization with the initial term of the Franchise
Tenant’s option to renew security deposit; amount and form
possible limit to the amount of the personal guaranty
right of Tenant to assign the lease if it sells its business
limits, if any, on discretion of Landlord to refuse to grant consents or approvals
Tenant’s signs subordination of Landlord’s right of distraint to lien of a bank providing financing for the business
If you own a closely-held corporation or family-owned business, planning for an inevitable transition to new management is of utmost importance. Many businesses do not survive under its successor management, whether current or younger generations. And even less make it through a second transition.
At MMGBB, we have decades of experience helping these types of business plan for future change and put the proper legal mechanisms to successfully do so. From proper corporate structures to helping you develop and update a business plan for your company, we are there to greatly increase your chance of success.
As a business owner, you should also make this part of a larger estate planning discussion, making sure all the proper parts are in place for you and your loved ones.
Executive Benefits & Compensation
If you are a business owner, you may have certain employees who are key to the running and survival of your company. It is often a good idea to not only reward these persons for their service and continued loyalty, but to give them more reasons to stay with the company then to leave.
A so called “golden handcuff” or deferred compensation plan can be designed as supplements or replacements for existing retirement or 401k benefits. These plans can be completely discriminatory in that you, as the business owner, can pick and choose what types of benefits are offered and to whom they are offered. Depending on the design of the plan, the company may obtain additional tax benefits as well.
Our firm is skilled in the design, drafting, implementation and funding of these types of arrangements. We also provide annual administration for plan participants to non-public, closely-held companies.