Use a "traffic light" approach to determine when you need to consult a business lawyer.

1. How and When to Use a
Lawyer to Help Your Small
Business © 2009
Grant Seabolt – Senior Counsel
Underwood, Perkins & Ralston, PC
Direct Dial: 972-788-3360
Cell Phone: 972-841-1178
E-Mail: gseabolt@uprlaw.com

2. In a business law practice, the
top five legal issues are:
 Business formation and startup
 Business disputes – private and
governmental
 Contract drafting and review
 Employment matters
 Succession planning and sale/purchase
of a business

3. Traffic light approach to when
to call your lawyer
 Green: Can handle it on your own,
unless it gets complicated
 Yellow: Can go ahead and act, with the
lawyer possibly reviewing your actions
 Red: Lawyer’s help needed before you
act

4. Some things a business owner
should do on their own
 Filing d/b/a (“assumed name” certificates)
 Obtaining permits and licenses
 Handling “routine” regulatory inspections and
investigations
 Basic leases and real estate agreements (if
using a realtor/title company)
 Basic line of credit documents
 Filing routine insurance claims

5. Some things a business owner
“might” do on their own
 Filing basic incorporation or LLC papers
 Drafting “basic” agreements (not those you
“bet the business” on)
 Suing or defending in Justice of the Peace
(small claims) court
 Responding to unemployment compensation
claims
 Prepare Schedule C or business tax returns

6. General rules of thumb for
when to contact a lawyer:
 The more at stake in terms of money
and the importance of the issue, the
more a lawyer’s assistance makes
sense.
 The other side is using a lawyer.
 You think you might need to contact a
lawyer.

7. When a business should
contact its lawyer
 Determining the type of legal business
entity to operate under
 Preparing buy/sell agreements and/or
operating agreements among the
owners
 Buying or selling a business

8. When a business should
contact its lawyer, cont’d
 Creating standardized forms such as purchase
orders and contract forms that the company
will use in its business.
 Negotiating loan terms
 Negotiating sales and leases of equipment
and land, and reviewing lease agreements
 Negotiating and reviewing vendor/customer
contracts prepared by others

9. When a business should
contact its lawyer, cont’d
 Preparing employment agreements,
especially any confidentiality, non-
competition, or non-circumvention
provisions of such agreements.
 Negotiating agreements to license (as
licensor or licensee) patents,
trademarks, copyrights, or other
intellectual property rights.

10. When a business should
contact its lawyer, cont’d
 Seeking new investors, by ensuring
compliance with securities laws, and
coordinating documentation
 Assessing and negotiating franchise
agreements
 Responding to IRS audit requests (or
send to CPA/Tax Representative)

11. When a business should
contact its lawyer, cont’d
 Responding to threats to sue (by private or
governmental parties) by written or
telephonic responses or by arranging a
meeting to attempt to reconcile differences
without a lawsuit – such as pre-lawsuit
mediation
 Responding to suits actually filed, and
defending the company, including developing
strategies to settle the suit without a trial,
such as negotiation, mediation, and/or
arbitration.

12. When a business should
contact its lawyer, cont’d
 Filing a suit on behalf of the company,
and prosecuting the claims, including
developing strategies to settle the suit
without a trial, such as negotiation,
mediation, and/or arbitration
 Coordinating large insurance claims and
interpreting coverage issues

13. When a business should
contact its lawyer, cont’d
 Dealing with governmental authorities over
“serious issues” (something important enough
to have significant adverse consequences to
the company if not resolved)
 Dealing with local, state, and federal taxing
authorities over serious issues
 Opening offices or beginning to do business
in other states or countries

14. When a business should
contact its lawyer, cont’d
 Devising strategies for dealing with a
troubled business (re-financing,
workouts, and bankruptcy)
 Making provisions to pass along
business interests to others upon death,
retirement, or a planned exit strategy
(including estate planning issues)

15. Other ways a lawyer can help
your business
 Plugging you into a network of business
and professional contacts
 Serving as a reference
 Adding an “air of legitimacy” to your
business and negotiations
 Sharing broad experiences in dealing
with business and government
 Jump-starting your learning curve

16. Questions or Comments?
Thank you for your time and attention.
© 2009
D. Grant Seabolt, Jr.
Business Lawyer
Direct Dial: 972-788-3360
Cell Phone: 972-841-1178
E-Mail: gseabolt@uprlaw.com