Five Steps to More Productive Meetings

Staff meetingOne of the most rewarding aspects of being a business owner is making things happen.  You take action on your own schedule.  You control your destiny.

Nothing brings this feeling of self-determination to a screeching halt like a business-meeting smack in the middle of a productive day.  You know the feeling.  You’re cranking the work out – really making progress – and there it is on your calendar – like quick sand in the freshly cut path through the jungle.   A meeting.

As much as you’d like to, you can’t avoid them.  Sometimes you need to sit with someone face-to-face and hash things out.   Occasionally, it’s the only way to get things done.  There are some things you can do to keep things moving and make the most out of your time.  Here are five steps you can take to have productive meetings.

Step One:  Set a Start Time and An End Time

Most people have a firm start time for their meetings but the end is a loose guideline at best.  This is a huge mistake.

Setting an end time and letting everyone know you will walk out of the room when that time comes is the best way to create urgency and stay on track.   This also helps keep distractions to a minimum.

When you set the meeting and when you confirm it, make sure you get agreement from everyone involved about the “hard stop” at the end.

Step Two:  Publish an Agenda in Advance

There should be no surprises during your meeting.  All attendees should have the opportunity to prepare in advance.  Start on time and stick to the published program.

Predictability is your friend.  It helps everyone stay focused.

Step Three: Agree on a Desired Outcome

As soon as the meeting starts, announce the desired outcome and get buy-in from all attendees.

Working toward a common goal is the best way to make certain this time is productive.  This also creates a sense of common purpose and a feeling of goodwill – both of which lead to a higher level of productivity and engagement.

Step Four:  Only Invite Necessary People

Limit the meeting attendees to people invested in the outcome.  All too often people create meeting invitations using a scattershot approach – in other words they invite everyone they know.

This is a bad idea.  Keep the list of attendees to people who have maximum control over the desired outcome.  If you’re not sure if some belongs, when in doubt, leave them out.

Step Five:  Create Actionable Next Steps

As the meeting ends, make certain each person knows what he/she needs to do next.

The key to making the most of the meeting is to assign tasks as a result.

Each person agreeing to take some action is the best way to make this happen.  Without this step, the entire meeting will be a waste of time.

This doesn’t need to be an elaborate production. Simply go around the table and get people to agree on the action item assigned to them.

You cannot avoid every meeting. Sometimes they are a necessity. Follow these five steps and your next meeting will be focused and productive.

Incorporation and Entity Conversion

INCORPORATION AND ENTITY CONVERSION

There are numerous practical advantages to incorporating a business, including, but not limited to, tax benefits, protection against personal liability, increased credibility, greater ability to raise capital, and facilitation of ownership transfers. While each business has its own unique set of financial and legal circumstances to consider, incorporation or strategic entity conversion have proven to be valuable tools to innumerable companies and business owners.

Russian nesting dolls

The business attorneys of Bellatrix PC have extensive experience aiding entrepreneurs and business owners through each and every stage of their business venture, including the incorporation or conversion processes. We are prepared to help new entities draft and file articles of incorporation, or to guide existing entities through all steps required to successfully convert to another legal structure. Bellatrix PC is a results-oriented firm dedicated to providing efficient and customized business solutions for companies and entrepreneurs across all industries and levels of experience.

To learn more about how Bellatrix PC can help your company meet its goals, call our business lawyers at (800) 449-8992 to arrange for a confidential legal consultation.

Why Incorporate a Business Entity?

There are no laws mandating that an entrepreneur must incorporate his or her new businesses. As a business owner, you are free to structure your new entity as a sole proprietorship or partnership in lieu of opting for formal incorporation as a limited liability company (LLC), C Corporation, or S Corporation.

That being said, the advantages to incorporation are innumerable, and should be carefully considered by business owners when selecting and setting up a legal structure as part of the business formation process. Moreover, new business owners should bear in mind that entity selection is not necessarily permanent, and an entity which begins its life as a partnership or sole proprietorship may choose to incorporate later should the company’s objectives or circumstances change.

By incorporating your business as an LLC or corporation, you stand to reap a variety of significant practical benefits. Importantly, you will dramatically increase your protection against personal liability for the entity’s financial obligations should a debt or lawsuit arise in the future. LLCs and corporations offer members and shareholders robust legal protection against creditors, with a few exceptions for situations involving personal injury, personal guarantees, alter-ego, liability by statute, or acts of fraud. By comparison, general partners and sole proprietors remain completely vulnerable to personal liability for satisfying debts owed by the business.

In addition to providing a shield against creditors and debt collection, incorporation can also be favorable from a tax liability standpoint. For example, limited liability companies enjoy excellent tax flexibility, as the Internal Revenue Service (IRS) permits LLCs to elect to be classified as a corporation, a partnership, or a disregarded entity.

Moreover, both LLCs and S Corporations are considered flow-through or pass-through tax entities, meaning members report profits and losses on their individual income tax returns. C Corporations are subject to double-taxation, but allow full deductions for expenses pertaining to health insurance and fringe benefits, such as employer vehicles or public transportation costs.

Other notable benefits of incorporation include, but are not limited to:

  • Increased authority and credibility from a business perspective.
  • Ability to raise capital by selling stock.
  • Lengthened entity life (with some limits for LLCs). Sole proprietorships and partnerships dissolve upon the death of a partner or owner, with some exceptions where partners make special arrangements in advance.

Our attorneys are well versed in California’s business incorporation requirements, and will insure that you are compliant with state and federal law. Among other things, we will help you file your Statement of Information, assess your ability to satisfy California’s directorial and shareholder requirements, and prepare and review your corporate bylaws, articles of incorporation, and/or articles of organization where applicable.

Can You Convert a Corporation to an LLC or Vice Versa?

As mentioned above, entity selection does not always have to be permanent. In many cases, entity conversion is not only possible, but also favorable to the business from a legal and financial standpoint. It is not uncommon for business owners to convert limited liability companies to corporations, or conversely, for corporations to be converted to LLCs. Alternately, depending on the needs of your limited liability company, it may be desirable to convert a multi-member LLC to a single-member LLC, or to add members to a single-member LLC.

Moreover, there are several different methods of conversion, some of which are less complicated than others. For example, the streamlined statutory conversion process allows limited liability companies to convert to corporations (or vice versa) with minimal paperwork and automatic transfers of debts and assets. As an added benefit, the converted corporation does not need to go through the process of business dissolution.

Nonetheless, even simplified conversion procedures can be rife with opportunities for errors and mistakes. In order to convert smoothly and successfully, you must file a Certificate of Conversion with the California Secretary of State, create a formal plan of conversion, and, in the case of corporations, obtain approval for conversion from the stockholders and board of directors — to name just a few components of the legal process.

The steps you take during the incorporation or conversion process will create the framework for your business’ future. A misstep or omission during this crucial period could undermine your company’s ability to meet its full potential, depriving your entity of the financial flexibility and legal protection it needs to grow and thrive as the business matures.

Therefore, it is absolutely critical that your articles of incorporation, conversion plan, operating agreements, and other pertinent documents are drafted and reviewed by a knowledgeable business attorney with experience representing companies and employers in these matters. When you work with Bellatrix PC, you can feel confident you will be guided by trusted and dependable legal advice in all your business decisions.

Let’s start discussing how our team can help yours. Let us act as your corporate general counsel. To schedule a confidential personal evaluation, call Bellatrix PC at (800) 449-8992 today.

Sarbanes-Oxley Attorney

SARBANES-OXLEY

In 2002, Congress passed a law known as the Sarbanes-Oxley Act, or SOX.  SOX applies to both publicly- and privately-held companies, and imposes a rigid list of corporate best practices in an effort to deter acts of fraud. Companies who violate these standards risk exposure to a long list of civil and criminal penalties, as well as investment and loan denials.  In short, failure to adhere to the provisions supplied by SOX presents allegedly non-compliant corporations with a battery of devastating legal and financial problems.

Whether your business needs experienced legal representation to challenge claims of non-compliance, or you are simply unsure whether your current practices align with SOX best practices and would like a closer review of your policies, the knowledgeable employment attorneys of Bellatrix PC are here to help.  Our business risk review will identify and improve upon vulnerable areas in your employment and record-keeping policies to better protect you against legal claims in the future.  If your organization has already been targeted by a lawsuit, our aggressive commercial litigation lawyers will prepare tactical defense strategies to protect your company’s best interests.

To arrange for a private legal consultation, call Bellatrix PC right away at (800) 889-8376.

Evidence

What is Sarbanes-Oxley in Employment Law?

In response to the controversial and heavily publicized Enron and WorldCom bankruptcies, Congress passed the Sarbanes-Oxley Act into law in July of 2002.  This act, which was quickly nicknamed “SOX,” is also known as the Public Company Accounting Reform and Investor Protection Act, or the Corporate and Auditing Accountability and Responsibility Act.  These names provide a good idea of SOX’s general purpose.

The act has two primary objectives:

  • To deter and punish corporate fraud, accounting fraud, and acts of corruption among corporate executives.
  • To protect whistleblowers in whistleblower lawsuits, making the destruction of evidence and impeding federal civil investigations a crime.

It is crucially important for business owners to know that, contrary to common misconceptions, this act applies to privately held companies — not just publicly-traded companies.  This means private companies may not destroy evidence or interfere with federal civil investigations by agencies such as OSHA, the EEOC, or the IRS, which implicates employment law.  SOX also imposes specific restrictions on private placement securities solicitations, which is particularly important if you or your organization is raising capital from investors.  Private companies must demonstrate full compliance with SOX before going public.

Sarbanes-Oxley also establishes corporate “best practices,” which include:

  • Maintaining and archiving corporate records and email.
  • Maintaining audit-worthy financial records.
  • Maintaining legally sound corporate records.
  • Establishing business policies and codes of ethics.
  • Monitoring conflicts of interest.
  • Establishing independent directors on the Board of Directors where appropriate.

Civil and Criminal Penalties for Violating SOX Best Practices

It is critically important for employers and business owners to note that the best practices delineated by Sarbanes-Oxley are not merely recommendations.  On the contrary, failure to comply can result in a variety of debilitating civil and even criminal penalties being imposed on non-compliant companies.  For example, depending on the severity of the offense, a maximum prison sentence can range from 20 to 25 years: nearly three decades of incarceration.

It is also important to remember that, in addition to the formal civil and/or criminal penalties imposed by judges or regulatory agencies, organizations which fail to comply with SOX best practices are often highly unappealing to lenders, venture capitalists, and other investors.  If your company’s practices are deemed to be unethical, unsound, or otherwise fall short of the act’s requirements, the likely result is the denial of a loan or investment, or ongoing investor disputes.  In other words, the negative financial consequences of non-compliance extend far beyond fines and penalties imposed by the government: they extend to your business opportunities and daily operations as well.

Finally, because SOX provides whistleblower protection provisions, a whistleblower whose rights are violated may seek special damages, back pay, reinstatement, and attorneys’ fees.

Contact Our Business Attorneys

SOX convictions can devastate even the most stable and robust of corporations.  If you are at all concerned that your current employment or accounting practices are not in alignment with SOX provisions, it is absolutely crucial that you take immediate action to address the issue now before it is already too late. Failure to resolve legitimate concerns at the outset only increases the likelihood that costly, disruptive, and time-consuming litigation will arise in the future, draining your financial resources and damaging your organization’s reputation as a trustworthy and ethical business.

Let our team help yours.  To start discussing your organization’s legal situation in a completely private consultation, call the experienced Sarbanes-Oxley lawyers of Bellatrix PC at (800) 889-8376 today.

Minutes, Resolutions, and Corporate Books

MINUTES, RESOLUTIONS, AND CORPORATE BOOKS

Owning and running a business is a challenging and time-consuming task, no matter its size. You are constantly being pulled in a number of different directions, have a long list of things to accomplish, and revenue goals to hit. So it should come as no big surprise that maintaining your corporate minutes, having shareholder meetings and updating your corporate books is not on the top of any business owner’s priority list.

Unfortunately, corporate record keeping is a boring task filled with formalities and minutia. It also feels particularly silly when the business is owned by less than three people. But the law requires you to keep it up, and failure to do so can result in a number of nasty surprises.  Like a lawsuit, audit or dispute with your partners or creditors.

man holding noseThe most obvious of these consequences is personal liability attaching to the business owner (failure of the corporate form).  Other problems include suspension of the corporation (and its legal rights and contracts) or liability for fiduciary failures.

Depending on your business needs, you may be required to adjust your corporate books or operating agreement (if you are an LLC), or take certain financial and legal actions, such as opening a bank account or securing financing. You will be required to update everything when you bring on new stockholders as well.

You can buy corporate minutes as forms with fill-in-the-blanks, but such forms are more easily pierced and will not account for your specific business needs. We recommend having your business law attorney put you on an automatic maintenance schedule to keep up your corporate “minute book” and make regular, required filings with the Secretary of State.

A minute book serves as a legal journal, documenting your business’ ongoing corporate activities, decisions, and significant business transactions. It acts as the business’ official repository of all major corporate documents and records. For instance, the minute book should state past and present officers and directors of the business and the dates when they held these positions. The minute book will also outline all of the business’ stock information, including the types and numbers of stocks purchased and sold, the names of the stockholders, and their dates of ownership. Where applicable, the minute book will also note the payment of dividends to shareholders and compensation to management personnel.

Put our Business Savvy Attorneys to Work for your Business

Allowing our business attorneys to handle these tasks, in the long run, is the surest and most cost-effective means of protecting your business from future costly problems.  Bellatrix will provide you and your team with the peace of mind that only comes from 100% asset protection. To sign up for our annual corporate maintenance service, contact us or call (800) 889-8376.  And if you are not sure what state your corporate records are in, consider a Business Risk Review before something blows up.

 

Investor and Shareholder Derivative Disputes

Investor and Shareholder Disputes

Many private businesses seek and obtain investors to get them started or to help them grow. For example, you may have Angel Investors who have given you capital infusions or seed money. Alternately, you may have a “silent partner” investor, or someone who doubles as a financier and business owner, but is not involved in daily operations. As companies grow, venture capitalists may take large stakes in the ownership of the business and dominate the Board of Directors.

While the nature of investments can vary dramatically, all investments share one trait in common: the potential for damaging disputes to arise. When investors and founders of companies disagree on the way a business is being managed, on how the funds are being spent, or on growth or exit strategies, the result can be a contentious, disruptive, and expensive conflict.

If you and your investors are trapped in dispute deadlock which you are unable to resolve internally, it’s time to consider involving an attorney who can help end the conflict effectively and efficiently.  The experienced business lawyers of Bellatrix PC are committed to defending entrepreneurs and companies, and are prepared to engage in aggressive negotiations or defend your organization in court should litigation become necessary.  To start exploring your options in a private legal consultation, call the law offices of Bellatrix PC at (800) 889-8376 today.

business people fighting around conference table

Ways to Prevent and Resolve Investor Disputes

Fortunately, there are many strategies businesses can employ to prevent or resolve investor disputes before they turn into destructive and time-consuming lawsuits.  To provide a few examples, possible solutions may include:

  • Negotiating buyouts and equity redemptions between the company and its investors.
  • Replacing management or an executive who is causing friction, which may also require an executive compensation buyout and release, or a carefully-crafted severance agreement.
  • Involving lawyers at Board meetings for the purpose of negotiating operational agreements, taking minutes, and drafting resolutions memorializing agreements between the company and its investors.
  • Opting for a formal business dissolution, involving an organized “wind down” that includes proper distribution of assets to creditors, investors, and shareholders.
  • Foreclosure of the company by a secured investor.

Of course, none of these solutions are simple “quick fixes,” and you should always consult with an experienced employment attorney who can help you evaluate your options, rights, and responsibilities.  All of the  aforementioned scenarios require formal legal notices, skilled negotiations, and guidance to avoid breach of contract, breach of fiduciary duties, or waste of assets.

Conflict Resolution Strategies: Mediation or Commercial Litigation?

Ideally, all involved parties will want to save the company and figure out a way to work together, or for one party to part amicably.  In this scenario, our qualified mediators can help you and your investors work toward a mutually satisfying resolution.  While mediation is not a realistic conflict resolution method for each and every case, in many instances companies and shareholders favor mediation over litigation where feasible, due to the following advantages:

  • Mediation is generally a much faster (and therefore more cost-effective) process than litigation.  The sooner you can resolve the dispute, the sooner your company can resume unhampered daily operations.
  • While litigation can lead to bitter and contentious disputes, mediation preserves amicable relationships by attempting to grant concessions to both parties.  This can be extremely important if you wish to maintain a long-term professional relationship with an investor.
  • Litigation sometimes generates bad publicity.  Mediation is less “high profile,” and is less likely to attract unwanted attention.

When mediation or other means of alternative dispute resolution fail, commercial litigation tends to follow. For example, disputes can turn into lawsuits where courts involuntarily dissolve the business.  In other cases, the plaintiff may claim breach of fiduciary duties, and involve personal suits against all or many of the Directors of the Board, officers of the company, and even major shareholders.

Disputes can also turn into shareholder derivative suits, which are similar to class actions, even when there aren’t many shareholders.  And unfortunately, depending on who is suing and the policy’s exclusions, the suit may not be covered by Directors and Officers’ Liability Insurance, making the lawsuit financially devastating to all involved.

Contact Our Business Attorneys

It is important to remember that drafting SEC-compliant Private Placement Memorandums and robust financing and equity agreements at the start of a relationship is crucial to avoiding claims of fraud or breach of contract later.  If your documentation has any problematic or ambiguous areas, you may wish to renegotiate and tighten your agreements while relationships are still convivial.

If you are involved in a pending dispute, or simply want to review your investment policies before litigation arises,  Bellatrix PC can help.  Call us at (800) 889-8376 or schedule a Business Risk Review to determine your organization’s vulnerabilities and legal options in a private consultation.

5 Must-Read Business Books That Might Change Your Life

I have a college degree in English Literature. So you would think that I read a lot of novels. You'd be wrong. Since I graduated, I have mostly read must-read business books and law books. It's not that I'm boring. (Although I may be that.) Rather, I'm extremely...

Business Law

BUSINESS LAW

Disputes, misunderstandings, and litigation impact the health and longevity of your business. Whether you’re the owner of a sole-proprietorship, a partner in a partnership, a member of a limited liability company, or shareholder in a corporation, it is critical to ensure that your entity’s legal and financial interests are being protected by an aggressive and experienced business law lawyer.

At Bellatrix PC, we pride ourselves on providing our clients with responsive, tactical business solutions.  Through critical analysis of the issues at hand, our legal team has repeatedly achieved favorable outcomes for numerous clients across a diverse range of industries and legal structures.  As a results-oriented firm, we aim to resolve complex disputes as rapidly and efficiently as possible, so that you can resume normal operations with clarity and confidence.

To arrange for a private consultation with the commercial attorneys of Bellatrix PC, call our law offices at (800) 449-8992 today.  The sooner you consult with us, the sooner we can get to work addressing your legal matter.

Experienced Business Law Lawyers

Even outwardly simple business transactions can lead to confusion and uncertainty.  Businesses of all structures are subject to myriad state, federal, and municipal regulations, which collectively encompass matters ranging from workplace discrimination to job site safety to the enforceability of non-compete contracts and other contractual agreements.

Even for highly knowledgeable and experienced entrepreneurs, it can be virtually impossible to keep abreast of the business world’s numerous and ever-shifting laws while busy with the daily demands of running a company.  All too many business owners have been unpleasantly surprised by federal investigations, the imposition of civil penalties, and lawsuits by employees, despite believing they were in full compliance with the law.

At Bellatrix PC, we bring a nuanced practical understanding of the full scope of business law to each and every legal matter we handle.  We will listen to your concerns, advise you with regard to your rights and responsibilities as a business owner, and explain the potential outcomes of the courses you could take on the path toward resolving your issue.

Should litigation arise, we are fully prepared to defend your business all the way to trial if necessary.  However, we are also qualified to function as mediators, to represent your company during arbitration, or simply to act as general counsel for your basic, daily questions and concerns.  We will help you understand the benefits and disadvantages of each available legal strategy as it pertains to your matter, so that you can make an informed decision about what’s right for your company.  When you work with Bellatrix PC, you can feel confident that your business is in capable hands.

Representing Partnerships, Corporations, and LLCs: Cases We Handle

As business owners ourselves, we are personally familiar with the seemingly endless complexities which can arise in business and commercial law.  In order to serve our clients effectively, we handle a wide variety of legal matters throughout every stage of the business life cycle, from formation to sale and dissolution.  No matter which point in its life cycle your company has reached, our dedicated attorneys are prepared to counsel you.

We are equipped to handle the full spectrum of commercial matters, including but not limited to the following:

Breach of Contract

  • Contracts act like blueprints, setting clear expectations for all parties to any business agreement.  When a contract is breached by one or more parties’ improper actions or failure to act, the other party or parties can suffer significant financial harm.

Business Formation and Dissolution

  • Selecting the right legal structure is critical for the long-term success of any business.  Likewise, proper dissolution ensures that debts and assets will be distributed appropriately when the company changes hands or reaches the end of its life.

Commercial Litigation

  • All types of disputes can lead to destructive lawsuits.  Whether your company has been accused of breaching a contract, engaging in discriminatory hiring practices, or other alleged misconduct, our attorneys will vigorously defend your business in court.

Contract Drafting and Negotiation

  • Contracts are the foundation upon which all business transactions are built.  We will prepare, review, revise, and aggressively negotiate your contracts with employees and other businesses, ranging from licensing agreements to commercial leases.

Employment Law

  • Whether your company has been named in a gender discrimination lawsuit, needs assistance determining overtime classification and fair payment of wages, or you simply have questions about drafting an employee handbook, our employment law attorneys are here to help.

Trademarks and Intellectual Property

  • Databases, recipes, software, and related information can be a company’s most valuable assets.  We work to protect your intellectual property and trade secrets with clear and enforceable contracts.

Our other areas of practice include, but are not limited to, the following:

  • Business Insurance
  • Creditors’ Rights and Debt Collection
  • Hiring, Firing, and Layoffs
  • Independent Contractors
  • Leasing Property and Equipment
  • Libel, Slander, and Defamation
  • Mergers and Acquisitions
  • Minimum Wage and Wage Disputes
  • Non-Competes and Non-Disclosure Agreements
  • Non-Profit Organizations
  • Payroll, Salary, and Bonuses
  • Permits and Licensing
  • Sexual Harassment
  • Stock Options
  • Tax Compliance
  • Unfair Competition and Unfair Business Practices
  • Whistleblower Lawsuits
  • Workplace Discrimination
  • Wrongful Termination

Whether you’re thinking about starting a company, need assistance resolving a stubborn dispute, or have already been named by a commercial lawsuit, the attorneys of Bellatrix PC have the skill and knowledge to help your business reach its goals.

To schedule a private appointment, call our law offices at (800) 449-8992 today.

What’s Your Problem?

Maybe We Can Help. Request Your Consultation Today.

Alicia Dearn

Alicia I. Dearn is the founder of Bellatrix PC, a woman-owned law firm with offices in Missouri and California. Bellatrix PC handles lawsuits and business transactions. We advise in business, employment, real estate, intellectual property, civil litigation, and election law.


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Disclaimers

The articles published by Bellatrix PC are for informational purposes only and do not constitute legal advice. If you have a legal issue, please get competent advice from a licensed attorney in your jurisdiction. Use of Bellatrix PC's site is subject to our Attorney Advertising Disclaimers.