The Business Audit is a starting point for the evaluation of your current business operations and the associated legal needs.  During the Audit, we help you understand opportunities to maximize your business value and address areas of risk.  You walk away able to prioritize the legal steps required to build value into your business for the future.

The right business structure is critical to the protection of a business’ assets and the personal assets of the business owners. Typical choices for businesses are sole proprietorship, LLC, or corporation. The decision is driven by who the owners are, where responsibility for liabilities resides, tax consequences, management structure, and costs of formation and maintenance. As a business owner, you must consider the short and long term goals of the business, your personal financial situation, and your exit strategy in making this determination.  Our goal, as business lawyers, is to work with clients and their advisors to determine the best entity structure to meet the goals of the business owners.

Joint ventures and strategic alliances are partnerships among businesses and can be structured in a number of ways. Key to success, though, is documenting the expectations of the relationship and how the parties plan to operate, distribute profits, resolve disputes, and to separate. These factors must be evaluated and agreed upon prior to beginning joint operations and disclosing proprietary information. Our goal, as business lawyers, is to understand the core values of the business relationship and structure a deal that facilitates the achievement of the goals.

Contracts are a primary means of protection from liability in business. Any contract first must clearly specify the core business terms of the agreement (what products/services are offered, what price will be paid). Then it must address the rights and obligations of each party and the consequences of either party failing to fulfill its obligations (limitations on liability, indemnification, dispute resolution, and choice of law and venue).  By drafting and executing contracts at the outset of a relationship, the parties have not only agreed upon their intentions, which in and of itself reduces liability, but also have created a mechanism to handle disputes, further reducing the likelihood of escalated disputes and litigation. Our goal, as business lawyers, is to ensure the transaction reflects the desires of the parties with as little ambiguity as possible.

Companies with a limited liability structure (LLCs, Corporations, Limited Partnerships) must strictly respect the “corporate form.” This requires a formal process for governing the company, management of finances separate from the individual owners, and clear documentation of decisions. Each limited liability entity type is required by law to keep certain documents in a “minute book.” The required documents vary by entity type but typically include formation documents, meeting minutes, and financial statements.  It is important to note that these laws apply to all structures offering limited liability, even if there’s only one person serving as owner and management. If the formalities are not maintained, the liability protection offered by these entities could be tossed out in the case of an audit or lawsuit.  Our goal, as business lawyers, is to work with clients and their advisors to ensure the business and its owners comply with corporate governance requirements to maintain the liability protection they desire.

When owning a business with one or more other parties, the owners must carefully consider and put in writing how they want to handle decision making, financial contributions and distributions, and transfer of ownership. If the owners have not agreed on these matters, the rules promulgated under State law are applied, often with unintended results.  Some questions for consideration in business ownership relationships:  How will decisions be made?  Decision making is often made by majority vote but certain decisions should require unanimous approval and should be discussed and agreed among owners. What happens if an owner elects to no longer participate in the business?  If no agreement is in place, the company may end up with an owner who gets to share in profits and losses but is not obligated to perform any duties. What if an owner dies? If no agreement exists, the ownership interest will go to the decedent’s estate and the remaining owners will have no clear right to regain ownership of that interest. These are only a few elements of why it is critical to discuss and document the owners’ intentions at the outset. Our goal, as business lawyers, in creating these documents is to ensure our clients’ desires are laid out as clearly as possible.

Numerous methods exist to capitalize a company. The owner's capital is the first and most obvious method.  When that is not available, debt financing (a loan) through a bank or from friends and family members can be effective, especially if the amounts needed are relatively small; however, personal guarantees by the owners are typically required. Equity financing through “private placements” to angel investors, friends and family, or venture capital is a sale of the stock in your business in exchange for cash from the investor. Equity financing is a more complex and expensive route (expect $10,000) but may make sense where you are raising a large amount of money. It is critical to note that business owners can never give away or sell stock or interest in a company to a passive investor (someone not involved in the business operations) in exchange for cash without clear compliance with the federal and state securities laws. Our goal, as business lawyers, in assisting with financing is to educate business owners on the appropriateness and legal requirements for each financing structure for their business and assist them in closing their financing transaction.

Online businesses have specific contract and intellectual property needs. Often these businesses face the same challenges of bricks and mortar businesses but added to that are community services and social media components unique to online businesses. To protect against liability, contracts with customers must be clearly provided and accepted, even where no physical interaction exists. Intellectual property rights of the business as well as third parties must be monitored and protected. Our goal, as business lawyers, is to ensure the business is protected from liabilities specifically connected with online product and service offerings.

Employment relationships must be protected through clear contracts that specify not only job responsibilities and compensation, but also term and termination, confidentiality, non-solicitation, and, where appropriate, non-compete provisions. Local, state, and federal employment laws are complex and ever-changing, so business owners must be cautious in hiring and terminating employees.  In the State of Washington, businesses must comply with rules promulgated by Employment Security, Labor and Industries, Department of Revenue and federal laws. Our goal, as business lawyers, is to structure valuable employment relationships that comply with necessary laws and protect the business' assets and interests.

Independent contractors are typically hired with a particular expertise to do a job that the business cannot handle itself. The independent contractor relationship, like any other, should be documented so as to ensure clarity as to the nature of the services and fees and to protect the assets of the business (using confidentiality and non-solicitation provisions). Business owners must be aware of the differences between employees and contractors and the significant risk of tax liability associated with paying someone as a “contractor” when they are treated as an employee. Our goal, as business lawyers, is to help business owners understand the difference between employees and contractors and to ensure the contractor relationship is documented to protect the assets of the business.

Every lease is different and it is important to know what the risks are in entering into a lease. The rent requirements represent a small component of most leases.  Knowing what the lease actually requires and understanding the risks accepted is part of the negotiation and decision-making process. Our goal, as business lawyers, in lease negotiations is to raise awareness of risks and minimize those risks to the business.

The purchase or sale of a business is not a transaction to be taken lightly. The formal process typically includes a Letter of Intent, substantial due diligence or research on the company, a definitive Purchase and Sale Agreement, and the closing where title is transferred. Purchase and sale transactions are either “stock purchases” or “asset purchases” depending on the goals of the buyer and risks associated with the business. Our goal, as business lawyers, in these transactions is to ensure the assets and liabilities associated with the business are clearly associated to the proper party.

Simply having rights to intellectual property drives value in your business for the future. The ability to maintain your rights while allowing others to use it under a license leverages the intellectual property assets to generate revenue, which further builds value in your business. Our goal, as business lawyers, is to draft technology and licensing agreements to protect the underlying intellectual property while allowing each party to fulfill its needs.

A trademark is a word, graphic, sound, smell or other object that links a consumer to a company – in short, it’s a brand. Simply by using a mark in connection with the sale of goods and services, a user or business is granted some rights to it, or more specifically, to exclude others from using it. Our goal, as business lawyers, is to maximize the value of the mark so as to create an asset of value in the business’ future.