SlideShare a Scribd company logo
1 of 25
SAVANNAH tel 912.236.0261 
BRUNSWICK tel 912.262.5996 
H U N T E R M A C L E A N. C O M 
Legal Checklist for 
Success as You Grow 
Your Business 
October 16, 2014
Overview 
• Types of Business Entities 
• Employee Relationships 
• Third Party Relationships 
• When Disputes Arise 
• Your Checklist
Types of Business 
Entities
Types of Entities 
• Sole Proprietorship 
• Corporation 
• “C” Corporation 
• “S” Corporation 
• Partnership 
• General 
• Limited 
• Limited Liability Company (LLC)
Liability 
• Unlimited 
• Sole Proprietorships 
• General Partnerships 
• Limited 
• Corporations 
• LLCs 
• Limited partners 
• Exceptions 
• Alter Ego 
• Undercapitalization 
• Failure to follow corporate formalities
Fiduciary Duties 
• Officers 
• Directors 
• General Partners 
• Managers (LLCs)
Employee Relationships
Employer Liability – Growing All the Time 
TITLE VII, ADA, GINA, ADEA, FMLA, FLSA, 
NLRA, OSHA, USERRA, VEVRAA…..
Documents Matter 
• Application 
• Consent Forms 
• Job Descriptions 
• Policy Manuals/Handbooks
Documents Matter 
• Employment Agreements 
• Restrictive Covenants 
• Confidential Information 
• Non-Solicitation 
• Non-Recruitment 
• Non-Competition
When Employment Claims Arise 
The Land of Acronyms…. 
• GA DOL 
• US DOL 
• EEOC 
• NLRB 
• OFCCP 
• ICE 
• OSHA
Third Party 
Relationships
“We’ve decided that it will be better for his later development 
if we speak to him only in legalese.”
Agreements 
• Forum selection/arbitration 
• Dispute escalation 
• Choice of law 
• Indemnification 
• Damages, remedies limitations 
• Attorneys’ fees, injunctive relief provisions
Antitrust Considerations
Other Limits on Competition 
• Tortious 
Interference 
• Defamation
When Disputes Arise
When disputes arise 
• Documentation 
• Bear in mind dispute provisions 
• Consider statutes of limitation
Dispute Process 
• Litigation 
• Arbitration 
• Mediation 
• Employee Disputes
The “What Not To 
Do” Checklist
SAVANNAH tel 912.236.0261 
BRUNSWICK tel 912.262.5996 
H U N T E R M A C L E A N. C O M 
Sarah Lamar 
SLamar@huntermaclean.com 
David M. Burkoff 
DBurkoff@huntermaclean.com

More Related Content

What's hot

LP LLC Looking 11x14
LP LLC Looking 11x14LP LLC Looking 11x14
LP LLC Looking 11x14
Mark Levin
 
Expert Webcast Maximizing Value of Privately Held Company
Expert Webcast Maximizing Value of Privately Held CompanyExpert Webcast Maximizing Value of Privately Held Company
Expert Webcast Maximizing Value of Privately Held Company
Expert Webcast
 
03.27.2014 Raising Capital webcast
03.27.2014 Raising Capital webcast03.27.2014 Raising Capital webcast
03.27.2014 Raising Capital webcast
Expert Webcast
 

What's hot (11)

LP LLC Looking 11x14
LP LLC Looking 11x14LP LLC Looking 11x14
LP LLC Looking 11x14
 
LawKick Pitch Deck
LawKick Pitch DeckLawKick Pitch Deck
LawKick Pitch Deck
 
What goes in a contract and how can I best protect myself from disputes and l...
What goes in a contract and how can I best protect myself from disputes and l...What goes in a contract and how can I best protect myself from disputes and l...
What goes in a contract and how can I best protect myself from disputes and l...
 
Expert Webcast Maximizing Value of Privately Held Company
Expert Webcast Maximizing Value of Privately Held CompanyExpert Webcast Maximizing Value of Privately Held Company
Expert Webcast Maximizing Value of Privately Held Company
 
Crains Electronic Edition KC 04282014
Crains Electronic Edition KC 04282014Crains Electronic Edition KC 04282014
Crains Electronic Edition KC 04282014
 
DRESCA - The New State of Lending - a GreenPearl Events Teleconference
DRESCA - The New State of Lending - a GreenPearl Events TeleconferenceDRESCA - The New State of Lending - a GreenPearl Events Teleconference
DRESCA - The New State of Lending - a GreenPearl Events Teleconference
 
02.15.2018 Trends, Transactions and Opportunities in Oil & Gas
02.15.2018 Trends, Transactions and Opportunities in Oil & Gas02.15.2018 Trends, Transactions and Opportunities in Oil & Gas
02.15.2018 Trends, Transactions and Opportunities in Oil & Gas
 
Super Lawyers
Super LawyersSuper Lawyers
Super Lawyers
 
ALTMAN WEIL AND PROJECT LEADERSHIP ASSOCIATES SIGN CONSULTING ALLIANCE AGREEMENT
ALTMAN WEIL AND PROJECT LEADERSHIP ASSOCIATES SIGN CONSULTING ALLIANCE AGREEMENTALTMAN WEIL AND PROJECT LEADERSHIP ASSOCIATES SIGN CONSULTING ALLIANCE AGREEMENT
ALTMAN WEIL AND PROJECT LEADERSHIP ASSOCIATES SIGN CONSULTING ALLIANCE AGREEMENT
 
03.27.2014 Raising Capital webcast
03.27.2014 Raising Capital webcast03.27.2014 Raising Capital webcast
03.27.2014 Raising Capital webcast
 
Fiduciary Duties
Fiduciary DutiesFiduciary Duties
Fiduciary Duties
 

Viewers also liked

Test Upload from PHP 04.
Test Upload from PHP 04.Test Upload from PHP 04.
Test Upload from PHP 04.
dtammanoon
 
Projeto: Lazer, Inclusão Digital e Formação Profissional
Projeto: Lazer, Inclusão Digital e Formação ProfissionalProjeto: Lazer, Inclusão Digital e Formação Profissional
Projeto: Lazer, Inclusão Digital e Formação Profissional
PNTCBR
 
[KOR_ENG] Executive_Summary_JAEGILEE
[KOR_ENG] Executive_Summary_JAEGILEE[KOR_ENG] Executive_Summary_JAEGILEE
[KOR_ENG] Executive_Summary_JAEGILEE
Jae-Gi Lee
 
Ppc tutorial
Ppc tutorialPpc tutorial
Ppc tutorial
citybeach
 

Viewers also liked (15)

Test Upload from PHP 04.
Test Upload from PHP 04.Test Upload from PHP 04.
Test Upload from PHP 04.
 
Acta cen 32 2014
Acta cen 32 2014Acta cen 32 2014
Acta cen 32 2014
 
pintura
pinturapintura
pintura
 
What buying situation do organisational buyers face?
What buying situation do organisational buyers face?What buying situation do organisational buyers face?
What buying situation do organisational buyers face?
 
Projeto: Lazer, Inclusão Digital e Formação Profissional
Projeto: Lazer, Inclusão Digital e Formação ProfissionalProjeto: Lazer, Inclusão Digital e Formação Profissional
Projeto: Lazer, Inclusão Digital e Formação Profissional
 
What are the new service realities ?
What are the new service realities ?What are the new service realities ?
What are the new service realities ?
 
12 Domingo Ordinario - B
12 Domingo Ordinario - B12 Domingo Ordinario - B
12 Domingo Ordinario - B
 
Rutinas y tdah
Rutinas y tdahRutinas y tdah
Rutinas y tdah
 
[KOR_ENG] Executive_Summary_JAEGILEE
[KOR_ENG] Executive_Summary_JAEGILEE[KOR_ENG] Executive_Summary_JAEGILEE
[KOR_ENG] Executive_Summary_JAEGILEE
 
Ppc tutorial
Ppc tutorialPpc tutorial
Ppc tutorial
 
PhD Thesis Adrodegari_Abstract
PhD Thesis Adrodegari_AbstractPhD Thesis Adrodegari_Abstract
PhD Thesis Adrodegari_Abstract
 
La fotografia
La fotografiaLa fotografia
La fotografia
 
Cation exchanger
Cation exchangerCation exchanger
Cation exchanger
 
Scarleth ramirez hola
Scarleth ramirez holaScarleth ramirez hola
Scarleth ramirez hola
 
аналіз 2015 зднвр
аналіз 2015 зднвраналіз 2015 зднвр
аналіз 2015 зднвр
 

Similar to Legal checklist for success as you grow your business 10 16-14

Legal forms valid_and_enforceable
Legal forms valid_and_enforceableLegal forms valid_and_enforceable
Legal forms valid_and_enforceable
Michael Carabash
 
8 things to ask before taking an adverse employment action
8 things to ask before taking an adverse employment action8 things to ask before taking an adverse employment action
8 things to ask before taking an adverse employment action
Dinsmore & Shohl LLP
 
Robert Hall & Associates Small Business Press Kit
Robert Hall & Associates Small Business Press KitRobert Hall & Associates Small Business Press Kit
Robert Hall & Associates Small Business Press Kit
Robert Hall & Associates
 
SLG Corp.&Commercial Law 10.14
SLG Corp.&Commercial Law 10.14SLG Corp.&Commercial Law 10.14
SLG Corp.&Commercial Law 10.14
Art Mertes
 
Lsi Corporate Counsel Trade Secrets Presentation1
Lsi Corporate Counsel Trade Secrets Presentation1Lsi Corporate Counsel Trade Secrets Presentation1
Lsi Corporate Counsel Trade Secrets Presentation1
blyerla
 

Similar to Legal checklist for success as you grow your business 10 16-14 (20)

Marc s. friedman slides for legalbooster
Marc s. friedman slides for legalboosterMarc s. friedman slides for legalbooster
Marc s. friedman slides for legalbooster
 
Going to Contract: How to Avoid Legal Pitfalls When Working With Brands & Blo...
Going to Contract: How to Avoid Legal Pitfalls When Working With Brands & Blo...Going to Contract: How to Avoid Legal Pitfalls When Working With Brands & Blo...
Going to Contract: How to Avoid Legal Pitfalls When Working With Brands & Blo...
 
Bark World Blogger Conference (2013): Contracts and Negotiation
Bark World Blogger Conference (2013): Contracts and NegotiationBark World Blogger Conference (2013): Contracts and Negotiation
Bark World Blogger Conference (2013): Contracts and Negotiation
 
The Art of the [Health Care] Deal: just like any other deal…Not!
The Art of the [Health Care] Deal: just like any other deal…Not!The Art of the [Health Care] Deal: just like any other deal…Not!
The Art of the [Health Care] Deal: just like any other deal…Not!
 
Starting a Franchise | Jones Day | Doing Business 2.0
Starting a Franchise | Jones Day | Doing Business 2.0Starting a Franchise | Jones Day | Doing Business 2.0
Starting a Franchise | Jones Day | Doing Business 2.0
 
Getting Acquired: How to Prepare Your Startup for Merger or Acquisition with ...
Getting Acquired: How to Prepare Your Startup for Merger or Acquisition with ...Getting Acquired: How to Prepare Your Startup for Merger or Acquisition with ...
Getting Acquired: How to Prepare Your Startup for Merger or Acquisition with ...
 
Antitrust analyis in mergers and aquisitions - What are the DOJ and FTC up to...
Antitrust analyis in mergers and aquisitions - What are the DOJ and FTC up to...Antitrust analyis in mergers and aquisitions - What are the DOJ and FTC up to...
Antitrust analyis in mergers and aquisitions - What are the DOJ and FTC up to...
 
How to Prepare Your Startup for an M & A Exit
How to Prepare Your Startup for an M & A ExitHow to Prepare Your Startup for an M & A Exit
How to Prepare Your Startup for an M & A Exit
 
Legal forms valid_and_enforceable
Legal forms valid_and_enforceableLegal forms valid_and_enforceable
Legal forms valid_and_enforceable
 
8 things to ask before taking an adverse employment action
8 things to ask before taking an adverse employment action8 things to ask before taking an adverse employment action
8 things to ask before taking an adverse employment action
 
A Beginner's Guide for Bankers: How to Use Lawyers More Effectively
A Beginner's Guide for Bankers: How to Use Lawyers More EffectivelyA Beginner's Guide for Bankers: How to Use Lawyers More Effectively
A Beginner's Guide for Bankers: How to Use Lawyers More Effectively
 
Developments in Non-Compete Law and What to Expect Ahead
Developments in Non-Compete Law and What to Expect AheadDevelopments in Non-Compete Law and What to Expect Ahead
Developments in Non-Compete Law and What to Expect Ahead
 
Robert Hall & Associates Small Business Press Kit
Robert Hall & Associates Small Business Press KitRobert Hall & Associates Small Business Press Kit
Robert Hall & Associates Small Business Press Kit
 
Disruptunity - The Legal Research Revolution is Now
Disruptunity - The Legal Research Revolution is NowDisruptunity - The Legal Research Revolution is Now
Disruptunity - The Legal Research Revolution is Now
 
Forming a contract
Forming a contract Forming a contract
Forming a contract
 
How To Negotiate Contracts by Brian Burt
How To Negotiate Contracts by Brian BurtHow To Negotiate Contracts by Brian Burt
How To Negotiate Contracts by Brian Burt
 
SLG Corp.&Commercial Law 10.14
SLG Corp.&Commercial Law 10.14SLG Corp.&Commercial Law 10.14
SLG Corp.&Commercial Law 10.14
 
What New and Small Businesses Need to Know: Contracts and Agreements
What New and Small Businesses Need to Know: Contracts and AgreementsWhat New and Small Businesses Need to Know: Contracts and Agreements
What New and Small Businesses Need to Know: Contracts and Agreements
 
347L17_INH
347L17_INH347L17_INH
347L17_INH
 
Lsi Corporate Counsel Trade Secrets Presentation1
Lsi Corporate Counsel Trade Secrets Presentation1Lsi Corporate Counsel Trade Secrets Presentation1
Lsi Corporate Counsel Trade Secrets Presentation1
 

More from Downey Brand LLP

More from Downey Brand LLP (9)

Fit Test Your Business
Fit Test Your BusinessFit Test Your Business
Fit Test Your Business
 
Wade Herring Employment Law for Businesses of Any Size 10-6-15
Wade Herring Employment Law for Businesses of Any Size 10-6-15Wade Herring Employment Law for Businesses of Any Size 10-6-15
Wade Herring Employment Law for Businesses of Any Size 10-6-15
 
Savannah Logistics Lunch Jay Roberts Transportation Presentation
Savannah Logistics Lunch Jay Roberts Transportation PresentationSavannah Logistics Lunch Jay Roberts Transportation Presentation
Savannah Logistics Lunch Jay Roberts Transportation Presentation
 
Randall Webb - TJSDD - Common Pitfalls and Deficiencies Found in Plan Audits
Randall Webb - TJSDD - Common Pitfalls and Deficiencies Found in Plan AuditsRandall Webb - TJSDD - Common Pitfalls and Deficiencies Found in Plan Audits
Randall Webb - TJSDD - Common Pitfalls and Deficiencies Found in Plan Audits
 
Julia Butler - The Fiduciary Group - Best Practices for Meeting Fiduciary Dut...
Julia Butler - The Fiduciary Group - Best Practices for Meeting Fiduciary Dut...Julia Butler - The Fiduciary Group - Best Practices for Meeting Fiduciary Dut...
Julia Butler - The Fiduciary Group - Best Practices for Meeting Fiduciary Dut...
 
Rick Pummill - TRPC - Effective Plan Design and Administration
Rick Pummill - TRPC - Effective Plan Design and AdministrationRick Pummill - TRPC - Effective Plan Design and Administration
Rick Pummill - TRPC - Effective Plan Design and Administration
 
Rebecca Sczepanski - Meeting Fiduciary Duties, Reducing Liabilities, and Impr...
Rebecca Sczepanski - Meeting Fiduciary Duties, Reducing Liabilities, and Impr...Rebecca Sczepanski - Meeting Fiduciary Duties, Reducing Liabilities, and Impr...
Rebecca Sczepanski - Meeting Fiduciary Duties, Reducing Liabilities, and Impr...
 
Wade Herring Employment Law Discrimination and Harassment Defining and Preven...
Wade Herring Employment Law Discrimination and Harassment Defining and Preven...Wade Herring Employment Law Discrimination and Harassment Defining and Preven...
Wade Herring Employment Law Discrimination and Harassment Defining and Preven...
 
Adam Kirk HunterMaclean- Enhancing the Bundle of Sticks: Implementing preserv...
Adam Kirk HunterMaclean- Enhancing the Bundle of Sticks: Implementing preserv...Adam Kirk HunterMaclean- Enhancing the Bundle of Sticks: Implementing preserv...
Adam Kirk HunterMaclean- Enhancing the Bundle of Sticks: Implementing preserv...
 

Recently uploaded

RATINGS OF EACH VIDEO FOR UNI PROJECT IWDSFODF
RATINGS OF EACH VIDEO FOR UNI PROJECT IWDSFODFRATINGS OF EACH VIDEO FOR UNI PROJECT IWDSFODF
RATINGS OF EACH VIDEO FOR UNI PROJECT IWDSFODF
CaitlinCummins3
 
Obat Aborsi Depok 0851\7696\3835 Jual Obat Cytotec Di Depok
Obat Aborsi Depok 0851\7696\3835 Jual Obat Cytotec Di DepokObat Aborsi Depok 0851\7696\3835 Jual Obat Cytotec Di Depok
Obat Aborsi Depok 0851\7696\3835 Jual Obat Cytotec Di Depok
Obat Aborsi Jakarta Wa 085176963835 Apotek Jual Obat Cytotec Di Jakarta
 
Presentation4 (2) survey responses clearly labelled
Presentation4 (2) survey responses clearly labelledPresentation4 (2) survey responses clearly labelled
Presentation4 (2) survey responses clearly labelled
CaitlinCummins3
 
00971508021841 حبوب الإجهاض في دبي | أبوظبي | الشارقة | السطوة |❇ ❈ ((![© ر
00971508021841 حبوب الإجهاض في دبي | أبوظبي | الشارقة | السطوة |❇ ❈ ((![©  ر00971508021841 حبوب الإجهاض في دبي | أبوظبي | الشارقة | السطوة |❇ ❈ ((![©  ر
00971508021841 حبوب الإجهاض في دبي | أبوظبي | الشارقة | السطوة |❇ ❈ ((![© ر
nafizanafzal
 
Mental Health Issues of Graduate Students
Mental Health Issues of Graduate StudentsMental Health Issues of Graduate Students
Mental Health Issues of Graduate Students
vineshkumarsajnani12
 
Jual obat aborsi Hongkong ( 085657271886 ) Cytote pil telat bulan penggugur k...
Jual obat aborsi Hongkong ( 085657271886 ) Cytote pil telat bulan penggugur k...Jual obat aborsi Hongkong ( 085657271886 ) Cytote pil telat bulan penggugur k...
Jual obat aborsi Hongkong ( 085657271886 ) Cytote pil telat bulan penggugur k...
Klinik kandungan
 
Obat Aborsi Surabaya 0851\7696\3835 Jual Obat Cytotec Di Surabaya
Obat Aborsi Surabaya 0851\7696\3835 Jual Obat Cytotec Di SurabayaObat Aborsi Surabaya 0851\7696\3835 Jual Obat Cytotec Di Surabaya
Obat Aborsi Surabaya 0851\7696\3835 Jual Obat Cytotec Di Surabaya
Obat Aborsi Jakarta Wa 085176963835 Apotek Jual Obat Cytotec Di Jakarta
 
obat aborsi jakarta wa 081336238223 jual obat aborsi cytotec asli di jakarta9...
obat aborsi jakarta wa 081336238223 jual obat aborsi cytotec asli di jakarta9...obat aborsi jakarta wa 081336238223 jual obat aborsi cytotec asli di jakarta9...
obat aborsi jakarta wa 081336238223 jual obat aborsi cytotec asli di jakarta9...
yulianti213969
 

Recently uploaded (20)

Pitch Deck Teardown: Goodcarbon's $5.5m Seed deck
Pitch Deck Teardown: Goodcarbon's $5.5m Seed deckPitch Deck Teardown: Goodcarbon's $5.5m Seed deck
Pitch Deck Teardown: Goodcarbon's $5.5m Seed deck
 
Moradia Isolada com Logradouro; Detached house with patio in Penacova
Moradia Isolada com Logradouro; Detached house with patio in PenacovaMoradia Isolada com Logradouro; Detached house with patio in Penacova
Moradia Isolada com Logradouro; Detached house with patio in Penacova
 
How Bookkeeping helps you in Cost Saving, Tax Saving and Smooth Business Runn...
How Bookkeeping helps you in Cost Saving, Tax Saving and Smooth Business Runn...How Bookkeeping helps you in Cost Saving, Tax Saving and Smooth Business Runn...
How Bookkeeping helps you in Cost Saving, Tax Saving and Smooth Business Runn...
 
Goal Presentation_NEW EMPLOYEE_NETAPS FOUNDATION.pptx
Goal Presentation_NEW EMPLOYEE_NETAPS FOUNDATION.pptxGoal Presentation_NEW EMPLOYEE_NETAPS FOUNDATION.pptx
Goal Presentation_NEW EMPLOYEE_NETAPS FOUNDATION.pptx
 
Sex service available my WhatsApp number 7374088497
Sex service available my WhatsApp number 7374088497Sex service available my WhatsApp number 7374088497
Sex service available my WhatsApp number 7374088497
 
SCI9-Q4-MOD8.1.pdfjttstwjwetw55k5wwtwrjw
SCI9-Q4-MOD8.1.pdfjttstwjwetw55k5wwtwrjwSCI9-Q4-MOD8.1.pdfjttstwjwetw55k5wwtwrjw
SCI9-Q4-MOD8.1.pdfjttstwjwetw55k5wwtwrjw
 
Progress Report - Oracle's OCI Analyst Summit 2024
Progress Report - Oracle's OCI Analyst Summit 2024Progress Report - Oracle's OCI Analyst Summit 2024
Progress Report - Oracle's OCI Analyst Summit 2024
 
Presentation on cross cultural negotiations.
Presentation on cross cultural negotiations.Presentation on cross cultural negotiations.
Presentation on cross cultural negotiations.
 
RATINGS OF EACH VIDEO FOR UNI PROJECT IWDSFODF
RATINGS OF EACH VIDEO FOR UNI PROJECT IWDSFODFRATINGS OF EACH VIDEO FOR UNI PROJECT IWDSFODF
RATINGS OF EACH VIDEO FOR UNI PROJECT IWDSFODF
 
Most Visionary Leaders in Cloud Revolution, Shaping Tech’s Next Era - 2024 (2...
Most Visionary Leaders in Cloud Revolution, Shaping Tech’s Next Era - 2024 (2...Most Visionary Leaders in Cloud Revolution, Shaping Tech’s Next Era - 2024 (2...
Most Visionary Leaders in Cloud Revolution, Shaping Tech’s Next Era - 2024 (2...
 
Obat Aborsi Depok 0851\7696\3835 Jual Obat Cytotec Di Depok
Obat Aborsi Depok 0851\7696\3835 Jual Obat Cytotec Di DepokObat Aborsi Depok 0851\7696\3835 Jual Obat Cytotec Di Depok
Obat Aborsi Depok 0851\7696\3835 Jual Obat Cytotec Di Depok
 
WheelTug Short Pitch Deck 2024 | Byond Insights
WheelTug Short Pitch Deck 2024 | Byond InsightsWheelTug Short Pitch Deck 2024 | Byond Insights
WheelTug Short Pitch Deck 2024 | Byond Insights
 
Thompson_Taylor_MBBS_PB1_2024-03 (1)- Project & Portfolio 2.pptx
Thompson_Taylor_MBBS_PB1_2024-03 (1)- Project & Portfolio 2.pptxThompson_Taylor_MBBS_PB1_2024-03 (1)- Project & Portfolio 2.pptx
Thompson_Taylor_MBBS_PB1_2024-03 (1)- Project & Portfolio 2.pptx
 
Presentation4 (2) survey responses clearly labelled
Presentation4 (2) survey responses clearly labelledPresentation4 (2) survey responses clearly labelled
Presentation4 (2) survey responses clearly labelled
 
What are the differences between an international company, a global company, ...
What are the differences between an international company, a global company, ...What are the differences between an international company, a global company, ...
What are the differences between an international company, a global company, ...
 
00971508021841 حبوب الإجهاض في دبي | أبوظبي | الشارقة | السطوة |❇ ❈ ((![© ر
00971508021841 حبوب الإجهاض في دبي | أبوظبي | الشارقة | السطوة |❇ ❈ ((![©  ر00971508021841 حبوب الإجهاض في دبي | أبوظبي | الشارقة | السطوة |❇ ❈ ((![©  ر
00971508021841 حبوب الإجهاض في دبي | أبوظبي | الشارقة | السطوة |❇ ❈ ((![© ر
 
Mental Health Issues of Graduate Students
Mental Health Issues of Graduate StudentsMental Health Issues of Graduate Students
Mental Health Issues of Graduate Students
 
Jual obat aborsi Hongkong ( 085657271886 ) Cytote pil telat bulan penggugur k...
Jual obat aborsi Hongkong ( 085657271886 ) Cytote pil telat bulan penggugur k...Jual obat aborsi Hongkong ( 085657271886 ) Cytote pil telat bulan penggugur k...
Jual obat aborsi Hongkong ( 085657271886 ) Cytote pil telat bulan penggugur k...
 
Obat Aborsi Surabaya 0851\7696\3835 Jual Obat Cytotec Di Surabaya
Obat Aborsi Surabaya 0851\7696\3835 Jual Obat Cytotec Di SurabayaObat Aborsi Surabaya 0851\7696\3835 Jual Obat Cytotec Di Surabaya
Obat Aborsi Surabaya 0851\7696\3835 Jual Obat Cytotec Di Surabaya
 
obat aborsi jakarta wa 081336238223 jual obat aborsi cytotec asli di jakarta9...
obat aborsi jakarta wa 081336238223 jual obat aborsi cytotec asli di jakarta9...obat aborsi jakarta wa 081336238223 jual obat aborsi cytotec asli di jakarta9...
obat aborsi jakarta wa 081336238223 jual obat aborsi cytotec asli di jakarta9...
 

Legal checklist for success as you grow your business 10 16-14

  • 1. SAVANNAH tel 912.236.0261 BRUNSWICK tel 912.262.5996 H U N T E R M A C L E A N. C O M Legal Checklist for Success as You Grow Your Business October 16, 2014
  • 2. Overview • Types of Business Entities • Employee Relationships • Third Party Relationships • When Disputes Arise • Your Checklist
  • 3. Types of Business Entities
  • 4.
  • 5. Types of Entities • Sole Proprietorship • Corporation • “C” Corporation • “S” Corporation • Partnership • General • Limited • Limited Liability Company (LLC)
  • 6.
  • 7. Liability • Unlimited • Sole Proprietorships • General Partnerships • Limited • Corporations • LLCs • Limited partners • Exceptions • Alter Ego • Undercapitalization • Failure to follow corporate formalities
  • 8. Fiduciary Duties • Officers • Directors • General Partners • Managers (LLCs)
  • 10.
  • 11. Employer Liability – Growing All the Time TITLE VII, ADA, GINA, ADEA, FMLA, FLSA, NLRA, OSHA, USERRA, VEVRAA…..
  • 12. Documents Matter • Application • Consent Forms • Job Descriptions • Policy Manuals/Handbooks
  • 13. Documents Matter • Employment Agreements • Restrictive Covenants • Confidential Information • Non-Solicitation • Non-Recruitment • Non-Competition
  • 14. When Employment Claims Arise The Land of Acronyms…. • GA DOL • US DOL • EEOC • NLRB • OFCCP • ICE • OSHA
  • 16. “We’ve decided that it will be better for his later development if we speak to him only in legalese.”
  • 17. Agreements • Forum selection/arbitration • Dispute escalation • Choice of law • Indemnification • Damages, remedies limitations • Attorneys’ fees, injunctive relief provisions
  • 19. Other Limits on Competition • Tortious Interference • Defamation
  • 21. When disputes arise • Documentation • Bear in mind dispute provisions • Consider statutes of limitation
  • 22. Dispute Process • Litigation • Arbitration • Mediation • Employee Disputes
  • 23. The “What Not To Do” Checklist
  • 24.
  • 25. SAVANNAH tel 912.236.0261 BRUNSWICK tel 912.262.5996 H U N T E R M A C L E A N. C O M Sarah Lamar SLamar@huntermaclean.com David M. Burkoff DBurkoff@huntermaclean.com

Editor's Notes

  1. Introductions / Why we’re here
  2. The point: you have options
  3. SP – unincorporated; one owner; no real diff btw business and you; unlimited personal liability (tort and contract); report income on personal return. Corp – file articles. 3 constituencies: shareholders (owners) invest equity and elect board. Board sets policy and appoints officers. Officers manage day to day. C Corp is default; dual taxation. Corp pays on net profits. Shareholders pay on dividends. Or: can file S election and only taxed once, at shareholder level. Can file as close corporation (smaller, no ready market for shares) – shareholders tend to be involved in management; divvy up board and officer positions. Shareholder agreement buy/sell – gives market for shares; coupled with key man insurance to pay for it. Restrictions on transfer also common. Other s’holders want say in who going to do business with. Can dispense with Board altogether. Partnership. GP = default, like sole proprietorship is default. But here, more than one owner. Don’t have to do anything. No filing. “association of 2 or more persons to carry on as co-owners of a business for profit” All GPs are involved in decision making Sharing of profits is per capita, not based on contribution. If 2 partners, split profits 50/50. At dissolution, first recover contribution, then split profits. LP = managed by GP. LPs have access to information and rights to distributions, but limited control. No day to day role. Typically just investors. Funds set up this way. Share profits to extent of investment. LLC, more common today. Hybrid of corp. and p’ship. Governed by Operating Agreement: can dispense with most LLC Act defaults. Owners are “members.” Members vote to make distributions. Hold distributional interests, generally transferable (but transferee not member unless consent). Member managed or manager managed. Can elect how want to be taxed. Don’t have to pass through. But easier to do so. Get K-1; include on personal return. Can elect how want to divide profits. Not listed Professional Corporations (PC) and Professional Associations (PA). Licensed professionals. Non-profit corporations. Religious, mutual benefit, or public benefit. Members, not shareholders. Also something called LLP No general partner; all limited partners Must register and carry liability insurance
  4. Agreements provide for flexibility Whether it’s LLC operating agreement, or partnership agreement, or shareholders agreement Tailor arrangements to your needs Already mentioned: buy/sell provision is common; restrictions on transfer also common Other: Anti-dilution – if more ownership interests made available, other owners get proportional amount so interested isn’t diluted drag along or tag along rights – if one owner sells, the other gets to participate
  5. Need to think about, if business is sued by an outside party – e.g., for breach of a contract -- who is liable? Don’t want to be personally on the hook. As a general matter, with control comes exposure to liability SP – unlimited GP – default: two or more persons carrying on biz for profit. joint and several liability. Each partner is the agent and principal as to the other. Bind each other. Nobody purposefully forms GP LP GP has unlimited liability to 3rd parties, and liable to limited partners too (but can be limited in agreement) Corps. – limited liability of shareholders LLCs – limited liability of members and managers. UNLESS veil piercing Veil piercing. If don’t follow corporate form you set up / a sham Its form over substance E.g., mix personal and corporate funds E.g., owners don’t invest enough for business to operate E.g., limited partner if doesn’t in fact have passive role and acts more like GP But remember: LLCs and close corps don’t have to follow formalities to same extent.
  6. WITHIN THE BUSINESS – duties owed to those with less information and less control E.g., director to shareholder in corp E.g., manger to member in LLC E.g., GP to LP in limited partnership Just because in charge, don’t get to make all the rules. To the contrary: Duty of care: good faith, act in best interests of corp. Defenses: business judgment rule (no liability for ordinary negligence, questioning wisdom of decisions); or relied on expert. Corp. articles can include exculpatory clause – no liability for breach of duty of care unless gross negligence. Duty of loyalty: but can have personal interest in transaction if fully disclosed and approved by disinterested directors/shareholders. Want to do a deal with brother’s company in which you hold an interest? Disclose all and abstain from vote. Corps – officers and directors, not shareholders B/c shareholders have limited control But close corps. – where board eliminated, shareholders owe duties to extent of director responsibilities. Partnerships GP – partners owe duties to each other LP – GP owes duties to LPs LLCs – if manager managed, only manager owes fiduciary duties. Bottom line for choice of corporate form Limit your liability Be mindful of your duties Can be creative and tailor your business through agreements among owners
  7. 2. Employee Relationships Employees vs. third party contractors Agreements Restrictive covenants Policy manuals / handbooks Social media policies Protecting your information Confidential information and trade secrets Preventing data breaches HIPAA
  8. Employees vs. contractors Important decision which affects: Tax liability WC/UC – war story FLSA status – significant exposure I-9s Benefits Tell Joe the Plumber story
  9. At-will rule still stands in GA but can’t terminate someone because of a protected reason Need to protect yourself and treat employees fairly Consistency is Key – similarly situated employees should be treated the same Know why you are firing someone before they file charge or suit Many employment laws kick in at 15 employees PT and FT But NLRA, OSHA, USERRA, FLSA are one employee GA Laws – weak in comparison to other states except for common law claims – false imprisonment, emotional distress, defamation, etc. WC UC
  10. Protect yourself by establishing good policies and procedures Bad policies can hurt you. Worse than having none at all. Application Complete information All past employment - criminal background – still allowed FCRA forms – follow the rules or you will get in trouble Drug testing – privacy questions Job Descriptions can hurt or help – Post Office/ADA example Employee Handbook Increasingly need one EEO Harassment FMLA ADA/GINA Pay deductions Drug and alcohol policy Email policy ACKNOWLEDGMENT PAGES – plaintiff’s deny they ever received the handbook TRAINING -increasingly required Harassment especially ADA/FMLA FLSA rules
  11. Normal rule is at-will employment - certain employees often have employment agreements – CEO’s, high level professionals, physicans, sales people, commissioned employees - definite term of employment takes you out of at-will relationship Restrictive Covenants law changed in May 2011 protect your trade secrets/intellectual property/other confidential information
  12. Consider EPLI Insurance Conduct self audits personnel files – handbook acknowledgments and medical information I-9s – only 3 days notice/significant fines FLSA classifications Be careful when you complete the DOL separation notice GA DOL more aggressive in determining ee vs. IC Thoroughly investigate before responding to administrative claims - what you put in writing can hurt you later! NLRB really asserting itself – even if you are not unionized AAP – 20% of US businesses are federal government contractors
  13. Important to think about your relationships with those outside your business Vendors Suppliers Customers
  14. Tendency to skip over the details / the boilerplate It’s what keeps lawyers in business Details can come back to haunt you Set up your relationships to your advantage in event disputes arise down the road Develop your own forms
  15. Some of the more common provisions, can be tailored Pay attention to form and draft contracts provided to you Forum selection: GA courts? JAMS or AAA arbitration? Dispute escalation: want to require working through layers of management before can raise at top or file suit? Choice of law: Do YOU know how Alaska law applies to your business? Indemnification: who should be bearing the risk? Who has the power? The organization you’re contracting with – do you need their service and do you therefore need to indemnify them for suits by your customers? Or do they need your business more? Damages limitations: no indirect and consequential damages is common. Can get your money back. Can replace the product. But can’t recover for lost profits, trickle down effect. Attorneys’ fees: Want to provide for prevailing party to recover fees? Generally not the default in the US. Injunctive relief: Agree in advance that if X happens, damages won’t be enough – the other party should be able to get injunction to stop it. E.g., misuse of trade secrets. Or patent infringement. Some imminent threat to business.
  16. Reminder that we don’t operate in a vacuum - generally have competitors Generally interact with them, at least occasionally Trade shows RFPs / competing for work In the community Most people know at least that can’t collude with competitors on price Criminal and civil penalties for doing so; competitors can sue you; government can pursue you But not always obvious Signaling – announce likely price increase but don’t commit to it; see if competitors will go along Market allocation – agree with competitors that you won’t try to compete with them in one market, and vice versa Also, antitrust laws don’t just apply to competitor (horizontal relationships “Vertical” restraints (different levels of distribution chain) E.g., Discriminatory pricing Offer diff prices to diff customers But generally ok if cost rationale for difference (“functional discount”) Wholesale / storage function Bulk purchaser – e.g., send one truck with 1,000 products as opposed to 1 [Minimum price fixing] E.g., tell distributor it can’t sell below X price Can be unlawful where not mere suggestion Also non-price vertical restraints = rule of reason (do procompetitive effects outweigh likely anticompetitive effects) Exclusive dealing arrangements can’t sell competitor’s products / or, must buy all of your parts from us generally if low market share, not an issue. Tying arrangements If you want to buy X from us, you also have to buy Y generally if low market share, not an issue Predatory bidding (offering less than your cost, to kill off competitors, then raising) Just examples. Point is – be aware that if your actions might tend to kill competition, while it may seem like the best thing for your business, need to look carefully at legality.
  17. Tortious interference with contract or business relations Requires valid contract or business expectancy Knowledge of the contract or expectancy Intent to inure Actual injury Some actions are privileged (i.e., ok) if trying to win business for self, generally ok – right to compete / right to outbid But, for example, can’t tell potential customer – I know you have exclusive long term deal with my competitor. Break it and I’ll give you a better one. If the contract is coming due, another story Libel “A libel is a false and malicious defamation of another, expressed in print, writing, pictures, or signs, tending to injure the reputation of the person and exposing him to public hatred, contempt, or ridicule.” Slander Defamation can be verbal “Making charges against another in reference to his trade, office, or profession, calculated to injure him therein.” Damages are inferred/presumed. If matter of public concern / public figure Have to show malice (at least reckless disregard for the truth) In all cases Truth is defense (falsity required to prevail)
  18. Documents Reasonable expectation of litigation – duty to preserve documents Otherwise, no hard and fast rule about preservation Though some professions have own obligations (lawyers, medical, etc.) Be mindful that everything you write may be evidence may be seen by other side May be a good thing – keep a record Other than to your lawyers (privilege) But can’t make something privileged just by copying your lawyer; must seek or receive legal advice Dispute resolution provisions / dispute escalation issues May need to follow certain steps to raise issues; read contracts carefully Arbitration/mediation provisions Statutes of limitation Don’t wait too long to raise issues Generally 6 years for contract disputes But 4 years for disputes re contracts for sale of goods, or suits on open accounts “Tolling” rules can apply Fraudulent concealment Discovery rule, unless should have known
  19. Litigation vs. arbitration Quicker (generally arb, but not always) Cheaper (supposed to be arb, but depends) Big cost in modern litigation, whether in court or arb, is electronic discovery Private (arb) Mediation is often lumped with arbitration, but different Not binding Shuttle diplomacy Can include in dispute escalation provision