The Company Counsel
Welcome to The Company Counsel, a service of Rosemarie Tully, P.C. Every business should have effective legal counsel – an attorney who understands the nature of the particular business, its market, and its nuances – who can guide the enterprise as it grows. Some businesses employ in-house legal counsel to navigate a host of law-related issues for the business. As an employee of the company, in-house counsel is regularly available for consultation and guidance, as well as implementation of best practices to avoid legal tangles proactively. While in-house legal counsel may be viewed as expensive, hiring litigation counsel or other outside counsel when a problem has gotten out of control may be infinitely more costly. Having worked with successful businesses, we have developed a cost-effective program which offers business legal counsel at manageable rates. We call it the Mind Your Business plan. We get to know your business, provide preemptive guidance, and are on-call as needed throughout the life of your business. We are your outside in-house counsel.
Our Mind Your Business program starts with an initial two-hour consultation with you to assess your business’ legal status, get to know your business operation and goals, identify concerns from a legal perspective, and work with you to create a legal framework for managing and growing your business, along with a manageable monthly fee for legal counsel thereafter. The initial consultation fee is $750, and there is no obligation to further retain our services.
To get you started on minding your business, here are some of the questions you should be asking:
What’s the Plan?
You’ve created your business plan and have taken steps to move your business forward. So far the business partner relationship has been informal, but, like all successful enterprises, this aspect needs your attention as well. Is the ownership 50/50? How will profits and losses be distributed? What if we want to bring in investors? These issues and more (e.g., disability, death, etc.) need to be addressed and memorialized in a formal writing (partnership, shareholder, or operating agreement). Otherwise, if left unresolved, they have the power to upend much of what you’ve worked toward in building your business.
Whether your business is a corporation, limited liability company, or partnership, maintaining proper records is critical. Particularly for companies with multiple owners (read: more than one owner), it is essential for the books and records of the company to be complete and current. If the company is subject to audit and the records are in disarray, it may be much more difficult to convince the auditor that the company is really doing what it claims to be doing. Similarly, any potential buyer of the company will want to see a complete set of organizational records and operating documents as part of his or her due diligence.
Company Intellectual Property: Of Course We Own Our Website (Don’t We?).
What about that company logo that was specially designed for our business cards? We must own that, right? And our catch-phrase, that we use in our marketing, it has to belong to us! Doesn’t it? Well, it depends; what written agreements do you have in place? Trademarks, Tag Lines, Illustrations, Logos, and the like are all examples of Intellectual Property. Yes, they are property; they belong to someone. And in most cases, if you are using them in your business, they should belong to you.
Labor and Employment.
Most companies utilize the services of a payroll company to handle payment of employee wages, and that usually works very well. There is, however, more to the relationship than the provision of services (by the employee) and the payment of wages (by the employer). Should you have an Employment Agreement for all or some employees? The importance of an Employee Handbook and Sexual Harassment Policy should not be overlooked, as well. What about Separation Letters for employees that have resigned or have been terminated? If you work with Independent Contractors, should there be some form of written agreement? Every business must take stock of these matters and develop a plan of best practices.
Unfortunately these issues cannot be addressed in a one-size-fits-all fashion – they are in many ways, business-specific, and we can help. We would be happy to arrange a business consultation for your growing business. Please call us at 631-234-2376.