How is starting a business like getting married?

October 30, 2014 on 12:53 pm | In Business Planning, Merger & Acquisition, Neal J. Robinson | No Comments

I have often been struck by how much business counseling and marriage counseling can be alike.  “He said he was really good at marketing and was going to handle all the sales.  We haven’t seen a worthwhile sale in months.  All he does is drive around, I GUESS making sales calls, but mostly just spending money.”  “She said she was going to keep the books and handle the personnel issues.  I didn’t know that meant a row of shoe-boxes full of receipts and employee turnover at seventy percent!  This place is a disaster!”  “Turnover is at seventy percent because we don’t have enough sales to keep anyone employed.  If you did your job, then maybe I could do mine.”

Williamsburg Virginia Business Lawyers

Starting a Business

He said, she said.  And so it goes.  It is estimated that fifty-five percent of all first marriages fail and approximately 56% of new businesses fail within four years.  Here are some of the reasons most often given for start-up business failures.

 

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General Partnerships, The Way To Go . . . Financially Under

October 30, 2014 on 12:53 pm | In Business Planning, Merger & Acquisition, Neal J. Robinson | No Comments

 

Though the majority of businesses in the United States are sole proprietorships, those of you who read an earlier post know that I recommend, for a myriad of good reasons, that an entity of some kind be placed between a person doing business and the rest of the world. Find an experienced business attorney to help establish your business entity.

In this post, I address briefly the general partnership form of business entity, the only form I consider more dangerous to the financial health of an individual than the sole proprietorship.  Why, you ask?  Because with the sole proprietorship, the sole proprietor is personally liable for the acts of the sole proprietor, the business and the business employees.  In the general partnership, the partners are personally liable for the acts of the business, the employees and each other.  What partners do can be fairly unpredictable, like contracting to purchase or lease things that cannot possibly be paid for out of the profits of the business, or like contracting to do that which cannot possibly be done profitably.

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Zoning and “Adaptive Reuse” – What does that actually mean?

October 30, 2014 on 12:53 pm | In Business Planning, General Interest, Land Use Planning, Real Estate Strategies, Zoning | No Comments
Our Summer Associate for 2012 is Scott Foster, a rising second-year law student at the William & Mary Law School. Weeks before his undergraduate graduation from William & Mary, Scott became the first person ever elected to the Williamsburg City Council, while still a William & Mary studentScott still serves on the City Council while attending law school and working for us. This blog post is Scott’s first for our firm.

While growing up in western Virginia, one of my favorite restaurants was in a converted train depot. On several occasions my parents walked me through the tobacco warehouses in Farmville, Virginia filled with fine furniture and rugs. There was even a bed and breakfast nearby with rooms in a grain silo. Although I did not realize it at the time, these businesses were examples of “adaptive reuse.”

DOG Street Pub, the former SunTrust Bank

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Mediation and Arbitration – There is a big difference

October 30, 2014 on 12:53 pm | In Business Planning, General Interest, HOA litigation, John Tarley, Real Estate Litigation, Real Estate Strategies, State & Federal Litigation | No Comments

In conversations with clients, it seems that people misuse the terms “mediation” and “arbitration” more than most other legal terms. Although I do not have any empirical data, my educated guess is that many businesses and construction contractors (who did not depend upon advice given by an experienced business attorney) insert “arbitration” clauses into their contracts thinking that they mean “mediation.” Some transactions involving the sale of real estate include an arbitration clause. Countless times, clients involved in a potential lawsuit point to the “arbitration” clause, and are disheartened when I explain to them the arbitration process. Many thought they were avoiding the potential high costs of litigation. These terms are NOT interchangeable and in this blog post I will explain the basic differences between them.

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Should I incorporate my business?

October 30, 2014 on 12:53 pm | In Business Planning, Merger & Acquisition, Neal J. Robinson | No Comments

Frequently, budding entrepreneurs merely evolve into business without giving it the upfront thought the transition deserves.  They become what are usually known as “sole proprietors” operating “sole proprietorships,” or one-man/woman businesses.

Business Deal

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Can an advisor be held liable for the false statements in a prospectus made by another?

October 30, 2014 on 12:52 pm | In Business Planning, Contributors, General Interest, Merger & Acquisition, Neal J. Robinson, State & Federal Litigation | No Comments

For all you accountants, investment advisors, and even attorneys who provide advice and guidance to companies or other entities raising money or other property for investment purposes, it might be a good idea to pay particular attention to the

United States Supreme Court opinion, when issued, in the case of Janus Capital Group, Inc. v. First Derivative Traders, No. 09-525 (S. Ct.). This case was argued before the Court on December 7, 2010. The Court’s opinion should be issued sometime during the first half of 2011.

Janus Capital Group, Inc. is somewhat factually and legally complex. However, in very simplified terms, First Derivative Traders is attempting to assert primary Securities Exchange Act Section 10(b) fraud liability against an entity,

Janus Capital Management LLC, that “helped” and “participat[ed] in” preparing a prospectus. The prospectus was actually that of, and was issued by, Janus Funds, a separate entity. Janus Funds had its own lawyers review the prospectus. Further, the Funds’ Board of Trustees, which was primarily responsible for it, reviewed it, as did the outside Trustees of Janus Funds, who also had their own counsel review it.

The United States (i.e., the Securities and Exchange Commission) filed an amicus brief in this case advocating such indirect liability in private actions, never mind the right of private action was judicially, not statutorily, created.

Williamsburg Virginia Business Lawyers

United States Supreme Court

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Common Interest Community Board revokes a management company’s license

October 30, 2014 on 12:52 pm | In Business Planning, Common Interest Community, HOA, Merger & Acquisition, State & Federal Litigation, Susan B. Tarley | No Comments

The Common Interest Community Board (the “CICB”) revoked a management company’s license for regulatory violations.  In a case reported in the September issue of the Community Associations Institute Law Reporter (Virginia Common Interest Community Board v. Sarraga t/a Lakeside Community Management, File No. 2010-00562, June 24, 2010), the CICB revoked the license of Sarraga t/aLakeside Community Management and issued fines totaling $2,000.

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Using your business’ computer to email your attorney may be a bad idea

October 30, 2014 on 12:52 pm | In Business Planning, Common Interest Community, General Interest, HOA litigation, John Tarley, Real Estate Litigation, State & Federal Litigation | No Comments

Email

Well, we have written about protecting the attorney-client privilege and about safe emailing tips when emailing your attorney. Although we thought we had it pretty well covered, a recent decision from a California appellate has given us something more to think about.
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Can an engineering firm limit its liability by contract?

October 30, 2014 on 12:52 pm | In Business Planning, John Tarley, State & Federal Litigation | No Comments

 

Maybe not, in certain circumstances. A Fairfax County judge has determined that an engineering firm cannot limit its liability by contract in a case involving a 2008 fee contract. The typical fee agreement for an engineering firm includes some form of “limitation of liability” in which the firm seeks to limit its liability “to the amount of fees paid” to the firm, whether the claim is for breach of contract or warranty, or for negligence. In the case of Dewberry & Davis, Inc. v. C3NS, Inc., the engineering services firm, Dewberry, filed a fee claim against C3NS. C3NS filed a counterclaim for breach of contract. Dewberry had a limitation of liability clause in its fee agreement. It sought summary judgment to prevent C3NS from claiming that the limitation of liability paragraph was void. The Court sided with C3NS.

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HOAs and Transition from Developer Control – 101

October 30, 2014 on 12:52 pm | In Business Law, Business Planning, Common Interest Community, HOA, HOA litigation, John Tarley, Susan B. Tarley, Unit Owners Association | No Comments

Owners in most community associations—both homeowner associations and condominium associations—eventually reach the point where the developer transfers control of the Board of Directors to the owners. This blog post provides an introduction to the transition process and what owners can expect.

Susan Tarley

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