The Guide.

The Chicago Legal Series. Our Chicago Legal Series provides a focus on Chicago issues. It compliments the Chicago Legal Series services we provide to the Community

The Founder Series. Our Founder Series provides a focus on business. It compliments the Business services we provide.

Our Relationship to you.
The content of this blog (like our website) is only for informational purposes. We are not soliciting business, providing legal advice, or in fact answering any real person's actual problem. In short, don't rely on these posts to decide your legal issues. Laws differ. Facts differ. Situations differ. People differ. That said, our posts are designed to make people think, improve, and engage in life, and we believe are generally worthwhile. You should not take, or refrain from taking, any legal action based upon the information contained on this blog without first seeking professional counsel.

Thursday, April 9, 2015

Signing Business Contracts

How do you sign a business contract? 

0. Pass it by your attorney.

It is fine to accept risk, it isn't good to ignore it. Risk hides, and attorneys find.

1. Sign using your organizational title, if signing for the business.

"Jenny Smith, CEO of Awesome, Inc." not "Jenny Smith"... the business has accepted responsibility not Jenny Smith, as an individual. Make sure the document reflects as much.

2. If signing for yourself, simply sign your name.

"Jenny Smith" only ... you have accepted personal responsibility.

3. Don't fudge the name of your business.

There is no close enough for business names. Close enough names lead to the path of accepting personal liability. "Awesome, Inc." isn't the same as "Awesome" or "Awesome, Co." or "Awesome Super, Inc." or "Excellent, Inc." (no matter what your bank, tax adviser, or accountant tells you.)

4. Date that signature on the day its is actually signed.

Back dating signatures leads to fraud charges for example ...

5. Boilerplate does not exist, and definitions are important.

"Standard" language doesn't mean it is something you need to agree to. False peer pressure isn't a good reason to ignore provisions. When people claim something is boilerplate or a common definition they are hiding something, even if it is their own laziness. (Think about how that reflects on how they will perform in a contract.) See #8.

6. Saying something in a contract doesn't make it so.

You may try to put a leash on a fish and try to play fetch, but it doesn't make a fish a dog. Contracts are defined by the law (common law, local law, state law, federal law, international law, administrative rules, etc.) and you need to read them in context. A typical example is even-though you may call someone an independent contractor in a contract, common law, the IRS, the Department of Labor (among many others) see past the name and look at how the facts apply to the law recognizing when you are trying to call an employee an independent contractor. Do the same.

 7.  Make sure the other person signing the contract has the authority to sign the contract.

Although the law for the most part may allow you to rely on the principles of agency, it usually pays to double check that it makes sense that the business will be bound by the person signing the contract. Can a personal assistant sell off major assets? Can a member of an LLC hire someone? Only one true answer exists ... perhaps. Avoid the legal analysis and if possible go straight to the source and verify the agent's authority. It isn't a step you have to take, but may want to take. The Gold Standard is a board resolution or certificate under penalty of perjury signed by (at least) the secretary of the business.

8. Read the Contract. Read the Contract. THEN agree with yourself that the contract is correct and only then sign the contract.

Be on guard when there is a greater interest in you signing the document rather than reviewing it. Typical scenarios involve claiming things are standard (standard isn't good), pointing out "important" clauses and not letting you read the other clauses, referencing other documents that you haven't seen. Understand how the contract works. Every clause, every provision, and every definition .. even boiler plate.



Thursday, August 28, 2014

The Founder Series: Value Additives at the Very Start, The Resourceful Founder

Value additives at the very start.

We are going to take some of the advice we give others, and build value layer by layer and brick by brick in this section of the Founder Series, The Resourceful Founder.

So lets talk about how to add value at the very start to your proposed business that will gas the engine (that may very well drive the world).

To state the very obvious profit derives from the ability to weigh risk and reward (something we will talk about in our Strategic Founder posts). But to be frank, why don't we dangle a bit of reward out there just to get you thinking?

Starting (very) simply ... defining opportunity in other ways.

Before you raise capital, pick people to help, understand the product or service, or pay out a single red cent, you are going to define the opportunity and where is the value to the buyer.

Don't miss a trick so simple that most businesses think of it too late.

Initial Intellectual Property Rights - the simple process at the right time (before starting).

The Process:


  1. See if your idea already has the rights to your opportunity;
  2. Ask your attorney if your idea can be protected under the law, by contract, or another means, and if the means matters;
  3. Look at the value of reputation, also known as branding; and
  4. Realize that your idea is actually a bundle of ideas and repeat this process for each distinct and separate idea.
  5. Learn to love it.
We make this easy because we like cutting each and every idea down into its distinct parts and helping our client look for value that fuels their imaginations and sparks their business.

- Sincerely

Love & Yeggy

The Founder Series: Start your engines ... Legal Astuteness for Founders, The Checklist Founder


Founders and Managers gain a legal competitive advantage - a quick overview

Unlike many other professionals, we like to educate our clients so that they can lay the framework for good legal cases, and perhaps more importantly avoid bad ones.

Effective managerial teams do this, and one tool is the pre-flight checklist. Our first checklist is a simple one to set you up so you know the premises to using legal services.

So start your engines and lets get rolling with how Founders and Managers gain a legal competitive advantage - a quick overview. Welcome to the Founder Series.

Tool: Legal Astuteness.

Aim: An Economic Advantage.

Advantage: Lowered legal costs by (a) effective relationships with Legal Counsel, (b) understanding risk, and (c) safeguarding and effectively using resources. 

The Simple List:  

  1. Values provide a safety net - Develop a set of core organizational attitudes that guide organizational actions and avoid legal issues. While we help organizations develop these policies based on game theory and incentives, most organizations do well to start with the phrase, "Do to others as you would have them do to you".  The idea of the golden rule is not missed by many cultures and is found in cultures since about 551 B.C., let alone in Christianity. Moreover it is an underlying premise in the development of American law and virtues.

  2. A dialogued approach - Many businesses identify attorneys with conflict, and the weaponizing of both ethics and language. They then employ attorneys in aggression, and feel a bit of the loss of their innocence. While we profit from this approach, we don't suggest it as a normal practice. Rather if given the chance, unless conflict is part of your business strategy, a business may want to consider finding attorneys who reveal opportunities out of the law and potential positive relationships out of disagreement. A starting point to this is having an honest talk with your attorney about your fears and seeing if a positive dialogue can be set rather than a passive-aggressive (and costly) response. This requires understanding when dialogue should occur with attorneys before problems arise, and if your attorney can build systems to handle small problems as well as large.

  3. The repeated exercise of informed judgement -  While we work with businesses to understand the shortest, least expensive, or most strategic paths to their goal, we also educate them in our business and learn theirs. Why? Both good attorneys and good founders have a similar problem when exercising judgement - to effectively make decisions they need relevant data they can judge, the opportunity to make those decisions repetitively with the relevant data, and the ability to understand the underlying logic that others apply to their position. The more attorneys have to guess, the more they have to account for, and the more work has to be done. So get to know your attorney so informed judgement can occur in small matters, you can reduce your risk and bills, and you can trust that judgement and its reasoning.

Overview: 

  1. Values provide a safety net to reinforce profitable and positive action.

  2.  A dialogued approach not only saves money, but makes mountains into molehills.

  3. The repeated exercise of informed judgement allows delegation, sound reasoning, and trust.

    - Have a great day.

    Love & Yeggy

Wednesday, October 16, 2013

The Limited Liability Company (LLC) and where we form it.

"Now that we have selected to form a Limited Liability Company - where do we form it?"


We can't tell you how many times we have been asked this question by our clients, a question that we will (honestly) sidestep since it does involve giving legal advice tailored to a client. But, to the interest of many startups and businesses seeking a a bit of legal knowledge it helps to initially look at what others are actually doing when forming a LLC.

The Lemming Approach or the Power of Crowds?

Founders need to evaluate whether they can gain a competitive advantage by their legal business form or their place of incorporation. To do this they need to know the marketplace for corporate charters.

Monday, July 15, 2013

The Chicago Street Fest "Donation"

"You do not have to pay to go to a Chicago Street Festival."

This seemingly innocent observation has the tendency to anger people to the point outrage. Some people believe that not paying is a form a stealing, others think that not paying is immoral, but the voluntary act of donating money (rather than paying money) is the law in Chicago for good reasons.

The regulation states:



"No fee may be charged for admission to the public way in connection with any special event. A financial donation may be requested. Signs must be posted at all of the entry points that clearly state that the donation is voluntary. Donation collection points must be clearly outlined on your site plan."
 
Why is this topic always controversial? People expect that to get something that you have to give, and that this payment is made in cold hard cash. Yet with Fests, people have already paid for the burden or the reward that Fests place upon the community. With each event there is risk that is unaccounted for by the event's insurance, and shifted to the community. Like living over a nightclub, by an airport, or in a college-town, there is not only a greater use of the property, but issues with noise, vandalism, parking, disabled access, crimes (like trespassing, theft, fraud etc.), and transportation. The regulations and the accompanying Special Events Resource Guide, highlight many of these concerns. For many residents, it is like their 16 year old daughter decided to invite Joe Francis and 10,000 of his friends to their house for a "get together". For others, if they are included in the fest, it is a opportunity to get their name out and create satisfied customers in a struggling community and try to make some money.

Yet, whether people view this as positive or negative, it is unclear where the money goes in quite a bit of these fests. Ironically the very people who may believe in donating money for social change don't realize that their money isn't creating the desired effect when giving money at street fests.

Simply, if you seek to support a cause, know what you are supporting.

So we suggest doing something a bit different. Save your cash when going into a street fest if you are motivated by the cause of the non-profits or really want to give. You can always give on the way out. You can always take a look at the non-profits and give more or be involved. If you want to support the fest and the community cut out the middleman, clean up the neighborhood, spend money at businesses you love, and care about your neighbors.

We know business, consumers, and employees at Love & Yeggy. Let us help you sort out effective ways to encourage healthy legal relationships. 

Friday, July 12, 2013

Those winning crowdfounders, crowdfunders, and businesses.


“Crowdfunding” isn’t really a novel idea, it is just a lost idea. It is a rediscovery of the power of the individual and of the people to push projects forward rather than relying on businesses or banks for the capital for progress. Rather than waiting for the lucky break, crowdfunding allows founders to get thousands of honest breaks, from friends, family, and perhaps more importantly, from inspired strangers.

Like a barn-raising, it allows people to invest in a better future for the community without much personal risk. Like a well-run bake sale it turns a profit not just because people pitch in, but because the future products or equity are just as enticing as the underlying cause.

So what is success in crowdfunding?

It is based on quality.
It is based on reach.
It is based on local interest.
It is based on good business and honesty.

How businesses founders crowdfund is seen as a reflection of the soul of their business.

Generally founders want (1) money on small or large scales (2) to demonstrate demand or fail quickly, or (3) to get marketing.

Yet a winning business doesn’t focus on what founders want, but what funders want.

Funders have mixed interests. In return for funding, they expect a relationship that results in their: (1) patronage without direct return except for social good, (2) giving a loan with the expectation of some rate of return, (3) getting a reward or benefit like input or “pre-selling”, or (4) investing with equity stakes or similar consideration.

Yet this relationship is only part of the equation. Funders want great ideas backed by practical plans, and confidence in a founder's ability to follow through with an informed plan.

Thus studies find that successful founders learn from their failures by failing big and quickly, and succeed by asking for what they will actually need. successful founders look for big amounts of money, because their plans have impact and push for a better future by bites, not nibbles. They demonstrate they are prepared in their plans. They show where the money goes in the final product by well-made products and advertising, as well as an actual practical plan. They spread the word, tell everyone, and show they will succeed. They find the market and play to it. They show that their products are driven and their people are resourceful. They know their market. People still live in reality and markets are bound by geography and personal interest. People care about their money. Successful repeat founders make a promise and deliver on time showing that the trust that was given to them was well placed. People who believe in founders then invest as funders.

So let us find the lost idea of focused inspiration together, and make those good ideas raise themselves to be smart honest businesses when they grow up. It is what both founders and funders want - a winning business and well placed trust.

Love and Yeggy loves well run businesses and happy employees, let's talk.

Monday, June 24, 2013

Those wonderful "profitable" nonprofits.


Profit is a four letter word, for some, in the world of non-profit management. However, the best non-profits businesses are profitable businesses that benefit the public, not private individuals.

They understand that there should be a large difference between the cost of supplying their social good and the value that both donors and the people they serve get out of it. This difference in cost and value is profit, and at least in those IRS fearing, and law abiding non-profits that "difference" doesn't profit individuals, but the public.

Great non-profits understand that they can make money and have surpluses, they can pay reasonable wages to their employees, and they can build a reasonable nest egg. They understand that their success and profit benefits the public, not their founder, donors, or private interests, and they can be successful. It seems silly to say this, but if non-profits can cut costs intelligently, spend money wisely, and create value from donations rather than be a middle man, they can benefit the public without being a charity case themselves.

It isn't about shaving (or gouging) money off the top of donations to line your pockets. It isn't about expecting unreasonable sacrifice from your employees (and making them donors or in need of help). It isn't about ignoring your business plan (and being unsustainable). It isn't a out expecting good will to mitigate fraud, abuse of power, personal wealth maximizing, or bad management (or to be a reason for illegal or immoral activity). It is about being greedy on the behalf of the public about doing good and being good. That greed should translate into good governance, transparency, discipline, profit for the public, and non-profit for those donors and founders.

Rather be smart on how you, the non-profit, use donations. Build an infrastructure that delivers value to the public by planning for lean or sporadic donation periods, and maximizes profit to the public no matter the circumstances. Make your non-profit scalable and adaptable. Plan for how you are going to get money (by donations) and sustain that flow of money. If you can cover your costs and have reasonable monetary profit a.k.a. surpluses, you can plan for a better future for the many, not just the few.


We help non-profits (and others) in business and employment matters. Tell us your problems, and you may be surprised how we can help you.

Tuesday, June 4, 2013

What we look for in Attorneys.

When we look to hire attorneys we expect no less from them than we do from ourselves. It not only makes us cohesive, but guides us in our daily work.

Even if we aren't your attorneys, we suspect you may find these guidelines useful.

Attorneys need to:

  1.  Know who they are, what they fight for, and how to take criticism;
  2. Listen to both what you say with words and non-verbal cues;
  3. Always question effectively;
  4. Understand feelings and communicate them well.
  5. Be assertive, press the matter in a compelling manner and sell an idea through clarity;
  6. Understand that bad things happen and Murphy's Law hits hard, and attack problems with realistic optimism, bouncing back and learning with every punch.




What non-competition clauses tell you about your potential employer.

We admit it, non-competition clauses are glossed over, laughed at for being unenforceable, and generally are ignored by doctors and professionals alike. They are the awkward pause in employment negotiations that potential employees just sign rather than deal with.

Yet these newly minted employees don't usually realize that the devil is in the details and the complexity and awkward nature of these "employment prenups" is calculated to work in an employer's favor. We should know. We draft, explain, and require restrictive convenants like non-compete agreements for our client's businesses. Although we rarely get it, we expect some struggle over non-competition clauses.

We find that two situations commonly occur:

Monday, June 3, 2013

A simple start.

Let us start simply. This legal blog focuses on what we find helpful, innovative, or interesting.

Dan4th Nicholas
It does not constitute legal advice or create an attorney client relationship, not just because we are attorneys, but also because it would be foolish of you to follow the advice of a blog or website for your legal needs. The internet is a wonderful thing, but some things require actually getting someone to be responsible to (1) listen to all the facts, (2) answer your questions directly based on an updated knowledge of the law, and (3) commit to helping you.

While we like you, we are not your attorneys unless there is an engagement agreement and we are acting within the scope of that agreement. The information included here while interesting and stimulating, very well may have no bearing upon your case or life except by pure happenstance.

Simple enough?