Recent Updates
Welcome to Attorney Rich Colella's business law blog. I am a business attorney located in Lorain, Ohio, which is a half hour west of Cleveland.
This is the first entry for my new blog, and I want to use this space to explain my views on how a business lawyer should function. Attorneys are counselors and advisors, and should not look, or be looked upon, to make final business decisions for clients. In my practice, I strive to formulate options for clients, tell the client how to carry out those options, and then advise the client as to what I believe will happen as a result, rather than just telling the client what to do.
Even though we work closely with our clients and understand the nature of their businesses very well, the business client is the one who ultimately enjoys (or suffers) the outcomes of its decisions. As counselors, we lay out the possible courses of action and what we believe are the pros and cons of those actions. This advice obviously is focused on legal issues, but will often encompass business issues based on our past experience with the client or other similar businesses. Having been a business attorney for over 23 years, I've seen a lot and have a lot of opinions on things!
Once we lay out the options, we work with the client to make the best decision for the client, and not necessarily our law firm. For example, our advice sometimes results in clients making decisions that cause our firm to receive less in legal fee income - this would include helping a client structure a pragmatic solution to a business dispute, rather than rushing into expensive and distracting litigation. In addition, the client may make some decisions we do not agree with, such as taking a riskier path than what we would recommend. In all these cases though, it is our job to help the client make an informed decision, so that the client can run its business with the assurance that it is making its decisions with full knowledge of the possible outcomes.
So if you are a new or small business that is not used to working with attorneys, keep in mind that we are there to help and, often, your investment in legal services can pay big dividends down the road.
What you should get when you incorporate......
When a small business person decides to "incorporate," what should he or she be looking for when choosing an advisor (or, in today's world, an on-line form service)? I think business persons should be looking for at least a few things, such as:
- Assistance with completing the necessary documents to file with the state. This is basic and easy and does not really do much in terms of preparing the business person. Unfortunately, depending on who is involved, this may be all that is offered.
- Discussion and preparation of the necessary internal documents that govern the entity's management and ownership rights, including items like corporate bylaws, shareholder agreements, close corporation agreements, LLC operating agreements, buy-sell agreements, etc.
- Advice as to the various types of entities (e.g., LLC or corporation or partnership, subS tax election or not), including the pros and cons of each.
- Advice as to how to preserve the limited liability protection potentially offered by the new business entity
- Instructions as to the proper way to sign documents and structure company paperwork like business cards, letterhead, labels, bank accounts, etc.
- A discussion of whether the business could use a set of standard terms and conditions for purchases and/or sales.
- Referrals to qualified accountants and insurance agents.
- Referrals to local business groups or associations that can help the business save money and prosper with member benefit, like insurance savings, workers comp savings, health insurance group programs, networking events, etc.
- Advice as to how to protect valuable business information, names, trademarks and intellectual property.
- Some professional "hand-holding" for inexperienced business persons, if the situation warrants it, to get past any questions or uncertainties the business person may have.
