Intellectual Property and Tax Considerations for Entrepreneurs

Any entrepreneur knows that starting a business requires you to be a jack of all trades. Once you develop a promising business venture, you must also raise startup capital, determine corporate structure with partners and investors, familiarize yourself with potential legal hurdles, and check every documentation box required by the local and federal government. If you have the legal and business acumen to navigate these waters, there are still a few currents left: taxes and trademarks.

Trademark Issues When Starting a Business

It’s easy to wade into murky waters when choosing a company name, logo, or slogan. Your idea could be owned or trademarked by another company, or associated with another business. Not only is this a marketing issue (after all, you want potential customers to associate your name with your goods and services, not your competitor’s), it can cause legal troubles, too. Avoid potential setbacks by taking these steps to ensure your company name isn’t trademarked:

  • Brainstorm ideas and make a list of potential marketable names for your business
  • Search the web to find other companies with the same name
  • Search state corporations and local licensing office records
  • Search the U.S. Patent and Trademark Office records to find any claims to the exact or similar names
  • Check if the domain name has already been claimed online (if so, that’s a good sign that the name is already in use by another company)
  • Discuss intellectual property rights with an Atlanta business lawyer

Tax Considerations for Entrepreneurs

Many entrepreneurs sink new businesses by not considering tax issues during the business development stage. Forbes’ article 10 Big Legal Mistakes Made by Startups lays out the most common of these tax issues.

  • tax incentives formSales tax. If you fail to implement sales tax, you’re facing a sure audit and significant fines.
  • Payroll tax. These may include deductions from an employee’s wages or a tax paid by the employer (calculated as a percentage of wages paid).
  • Section 83(b). The 83(b) election allows founders and shareholders to pay taxes upfront, at current value, rather than annually, when the share value (and thus taxes) will likely have increased.
  • Choice of legal entity. The choice to start a company as an LLC, corporation, sole proprietorship, or other legal entity can significantly impact tax regulations for the business.  
  • Tax incentives. Your business may be eligible for tax incentives to diminish excess burden.
  • Stock options. Employers should research tax guidelines before offering stock options to employees.

When starting a business, it pays to be prepared. Jay Brownstein has over 25 years of experience representing business owners in Atlanta and throughout Georgia. Contact Brownstein & Nguyen for legal advice on business startup legal issues, drafting contracts and founders agreements, and ensuring proper documentation for your business venture.

3 Areas of Law to Consider Before Launching a Startup

Entrepreneurs are typically risk-takers by nature. They have the insight not only to land on a potentially profitable business venture, but also the ability to figure out how to finance the business, court investors if necessary, and build relationships that will become the foundation of the startup business. But many entrepreneurs lack the funds to pay for professional marketing, PR and legal counsel before their startup gets off the ground. Instead, they find themselves struggling to study and master a variety of matters across different disciplines, including law, that could have a major impact on the business down the line. Worse yet, often entrepreneurs choose to simply ignore important issues and hope that nothing bad happens later.

At Brownstein and Nguyen, we understand the importance of protecting your business through careful documentation and properly executed business agreements. Here are three areas of law that entrepreneurs would be wise to familiarize themselves on or seek legal counsel about.

Intellectual Property Rights

Company names, slogans and logos as well as other marketing efforts may all be subject to intellectual property rights violations if you don’t go properly investigate before using them to promote your business. It is wise to perform due diligence before selecting a company or business name, including searching state incorporation records and trade names, local business license registrations, and Google searches for similar-sounding businesses. However, intellectual property rights don’t simply cover trade names, trademarks and logos. They also pertain to potential patents and copyrights that protect inventions and artistic creations which may be involved, directly or indirectly, in your business. Penalties for violations can range from injunctions to monetary penalties, either one of which could unravel your business before it gets off the ground.

Vicarious Liability

Did you know that you and your business could be liable for the actions of your partners, shareholders, company officers and employees? Whether it’s an employee injury or other negligent act while performing a work task, or a business tort other wrongful act or omission of a partner, make sure you’re covered against vicarious liability in unforeseen situations. In many cases, this includes ensuring that you and the business are covered by appropriate insurance against such liabilities. You will also want to ensure that partnership or shareholder contracts and employment agreements contain appropriate indemnification language to protect the business.

Contract Basics

Contracts form the basis of most business relationships, and most business litigation cases involve contract breaches. Business owners must educate themselves on what it takes to create a legally-enforceable contract, or they may find themselves embroiled in a costly legal battle down the line. Both written and oral contracts must:

  1. Reach mutual assent between the parties involved.
  2. Cover all materials and important terms, which must be clearly defined.
  3. Lay out the rights and obligations of the involved parties.
  4. Must not violate public policy.

Typical contracts for startup businesses include partnership or shareholder agreements, real estate leases, vendor and supplier agreements, and employment contracts. In addition to the primary agreement of the parties, many of these contracts also cover confidentiality, payment, default, attorney’s fees clauses and termination. It’s advisable to seek legal counsel when drafting any contract that could have a significant impact on the business.

Do you have a question about a new business venture? Stop problems before they turn into legal disputes. Contact Brownstein & Nguyen for business litigation counsel.

How to Protect Yourself When Doing Business with Family

There are numerous legal hurdles associated with startups. Many entrepreneurs lack the legal knowledge or counsel to successfully navigate the most common pitfalls, especially when it comes to their blind spots: friends and family. Involving friends and family members in a new business venture can give it the financial boost needed to succeed, but it can also cause legal problems down the line. Are you covering the legal bases to protect your business and preserve relationships down the road?

Co-Founding a Business with Family and Friends

business agreementWhen working with people they know, many entrepreneurs skip the appropriate contracts and agreements, instead choosing to rely on personal feelings and blind trust to protect the company. (“Joe would never do anything to hurt me. We are family, and will always look out for each other.”) But when there’s no written contract or legal agreement, it’s easy for bad blood to arise. When co-founding a business with friends or family members, make sure you determine in writing:

  • The long term goals of the business and how those will be achieved
  • The roles/responsibilities of each founder for the business
  • The expectations for each founder’s investment of time and capital (upfront and later)
  • Starting salaries and how you will determine raises (both for partners and for future employees)
  • The process of making key decisions
  • What percentage of the company each founder will own, and whether that percentage is subject to change
  • What steps to take if one business partner isn’t investing time or resources according to expectations
  • How to approach the sale of the company
  • Steps to take in case of legal disputes

Raising Startup Capital

Entrepreneurs often turn to the people closest to them when raising funds to start a business. Family and friends are an easy source of funding, but there are numerous pitfalls associated with raising startup capital from people in your inner circle.

  • 90% of new companies fail during the financing stage, and 60% after receiving financing. Many entrepreneurs don’t appropriately convey the downfalls when seeking funding from family and friends.
  • Many people aren’t knowledgeable enough to determine if they’re making a good investment or a bad investment, and a familial connection muddies these waters. Entrepreneurs should take care not to fall into the trap of over-valuation of stock.
  • During the financing stage, many businesses don’t have set governance or corporate structure to determine how they’ll use the raised capital.

Entrepreneurs often fall into another pitfall when seeking funding from family and friends: ignoring legal requirements. The sale of stock, LLC interests, and limited partnership interests are subject to securities laws and other legal requirements. Failure to adhere to these requirements can result in hefty fines, even if the company has foundered. Before selling stock to family and friends, entrepreneurs should:

  • Comply with federal and state regulations for disclosure, filing, and form requirements.
  • Fully understand any exemptions (e.g. private issuer exemptions, business associates exemptions, accredited investor exemptions, etc).
  • Report all exemptions appropriately and within the required time period.

Avoid the potential pitfalls of starting a business by seeking legal counsel from Brownstein & Nguyen LLC.

Business Agreement

The Uncertain Future of EB-5 Immigration

The EB-5 program offers foreign investors seeking to immigrate to the United States a unique opportunity. Qualifying mmmigrant investors can apply for a green card for themselves, their spouse, and unmarried children under the age of 21 provided that they invest the minimum required capital in a commercial enterprise and create ten full time jobs for lawful US residents within two years. But the EB-5 program has faced significant controversy over its potential for fraud and misuse, highlighted most recently by two Vermont developers who were charged with abusing the program by defrauding investors of millions of dollars. Key components of the EB-5 program are scheduled to lapse on September 30, 2016, and many lawmakers are calling for major reforms.

Proposed Reforms to the EB-5 Program

statue of libertyThe EB-5 investment program awards as many as 10,000 visas to foreign investors annually, bringing over $15 billion of Foreign Direct Investment into the United States from 2005-2015. Developed in 1990 to stimulate economic growth in low-income neighborhoods, the program has recently come under attack for loopholes exploited by unscrupulous developers and business promoters. Congressional lawmakers are taking steps to limit EB-5 investment visa fraud, but they have not yet reached a consensus on appropriate measures. Many developers take advantage of nearby rural and low-income neighborhoods to build high-end developments in prosperous urban areas, which critics argue is an abuse of the EB-5 program. Supporters of the program contend that these urban developments stimulate economic growth by creating jobs in cities. Critics propose an increase in oversight and a limit of 4,000 visas annually for rural and low-income area projects, while developers are pushing for fewer restrictions. So far, Congress has been unable to reach a compromise. Other criticisms of the EB-5 program include national security concerns and creating discontent among immigrants dealing with longer wait-times to enter the U.S. through typical visa channels.

As we approach the lame duck session of Congress, the future of the EB-5 program remains uncertain. While it’s set to lapse on September 30, it’s likely that the EB-5 program will receive a temporary extension at least until after the presidential elections in November.

Brownstein & Nguyen provide skillful, effective representation in a wide range of immigration issues. Contact our Atlanta law offices for current information about the EB-5 program, assistance in obtaining a visa, and answers to other U.S. immigration questions.

Benefits of an LLC vs. Sole Proprietorship

To be successful, entrepreneurs should familiarize themselves with various aspects of business and law. Contract basics, vicarious liability, and other areas of business law can make or break your business down the road. Before diving into a new venture, however, entrepreneurs must first consider which type of legal ownership structure best suits their business needs. Often, this means choosing between individual ownership and a limited liability company (LLC), partnership or other legal entity.

Sole Proprietorship v. LLC

business woman with filesA sole proprietorship is the simplest way to start a business. You simply make sure to have all necessary governmental licenses or permits, personally obtain any necessary financing, and get to work. All the assets and contracts of the business (such as leases) are placed in your personal name.

On the other hand, creating a limited liability company requires a little more effort. Forming an LLC begins by reserving a name with the Secretary of State’s office, creating and filing articles of organization, and paying a filing fee (typically several hundred dollars). LLCs with multiple members should seek qualified legal advice on drafting an operating agreement to protect all of the owners and the company in the future. LLCs must be sure to carefully maintain corporate records and not to co-mingle business and personal assets and finances in order to protect the owners from personal liability in the event someone contests their LLC status. LLCs must also file separate tax returns from  owners. In most cases, however, the benefits of an LLC are worth the additional effort and expense.

Pros and Cons of a Sole Proprietorship

Many entrepreneurs choose to operate as a sole proprietorship for the ease of use and cost-effectiveness. For example:

  • Sole proprietorships do not require filing articles of organization with the state, payment of filing fees, or corporate documents such as operating agreements
  • Starting a sole proprietorship has fewer initial and ongoing costs and fees than an LLC
  • A sole proprietor may use personal funds and loans to raise capital for the business
  • Income taxes are filed and paid as part of the owner’s personal income tax returns
  • Business assets, contracts, licenses, etc. do not need to be transferred to another entity

However, a sole proprietorship leaves the business owner potentially responsible for all losses, debts, and legal liabilities of the business. Any of one of these risks, should it come to pass, is enough to doom an otherwise successful business. For example, a single lawsuit by a competing business or customer could result in a financially devastating judgment against the owner.

Benefits of Forming an LLC

While starting a business as a sole proprietorship may offer some initial benefits, forming an LLC gives business owners protection from individual liability, thereby substantially reducing the risk to both themselves and their businesses. For that reason, an LLC is typically the preferred method of starting of a business, whether it has one owner or multiple owners. Some reasons why include:

  • LLCs allow pass-through taxation on each member’s individual income tax returns
  • An LLC with multiple owners allows them to pool resources to raise capital, increase credit, and create financial leverage
  • An LLC limits the liability of each owner for legal claims arising out of contract disputes, personal injury claims, business torts and other litigation
  • An LLC may borrow against business assets more readily than individuals
  • With a well-written and thought out operating agreement, LLC owners can agree in advance on all aspects of ownership and operation of the business, reducing the risk to themselves and the business from future disputes

Jay D. Brownstein has over 25 years of experience advising business owners on corporate and contract matters, helping them to manage and avoid legal risks, and representing them in shareholder and partnership disputes and other business litigation. If you’re starting a new business and need help properly setting up an LLC, drafting partnership or other business agreements, or protecting your company in a business dispute, call Brownstein and Nguyen law offices for legal advice.

Businesswoman with Files

Do Contracts Need to Be In Writing to be Enforceable?

Generally, contracts come in two varieties – written or verbal – both of which may be legally enforced depending on the circumstances. Verbal contracts can be difficult to enforce because often there is no solid evidence of the specific terms of the agreement. While verbal agreements under the right circumstances may be enforced, certain agreements must be in writing to be binding. With written contracts, it is critical that all the essential terms or elements of the agreement must be laid out or the else the parties’ intent may be unclear and the contract deemed ambiguous.

Enforced ContractsLegal Contract Atlanta

The following contracts should be in writing:

  • Trust contracts involving a grantor, trustee, or a beneficiary
  • Situations involving the co-sponsoring or agreement to pay another person’s debt
  • Contracts that take longer than one year to complete such as employment or providing goods or services
  • Contracts involving the purchase or sale of real estate
  • Contracts that could last longer than the life of a party or parties involved
  • The transfer of property from a person’s will at death during the probate period

Uniform Commercial Code Statutory Laws

The Uniform Commercial Code (UCC) refers to the enforceable laws of commerce throughout the United States. Each state has adopted a version of the UCC within its statutory laws. It’s important that specific state laws are checked in an effort to make sure a contract is compliant.

Article 2 of the UCC applies to contracts. UCC Section 2-201 states that any contract for goods with a value or price of $500 or more must be in writing to be enforced. However, there are exceptions to this rule for certain verbal contracts. One example of an exception would be if a buyer receives and accepts goods, in which case a contract between buyer and seller will be enforced. If only a portion of the goods are received, then that portion will be enforceable.

Best to Have Your Contract in Writing

It’s always advisable to have any business contract or agreement in writing, although other types of contracts can be made verbally. If something goes wrong with an agreement, having a written contract that is enforceable through the courts is the best way to protect a business’ interests in regard to contract’s subject matter. In many cases, verbal business agreements can be difficult and costly to enforce.

Breach of Contract

If a breach of contract situation occurs or is suspected to be happening, whether resulting from a verbal agreement or written agreement, it’s important to obtain legal advice as soon as possible. Contact the Atlanta law offices of Brownstein & Nguyen for expert assistance involving the specific legal issues involved in your contract dispute and, importantly, to learn how to preserve your legal rights and what remedies are available.

The Business Litigation Process

For those facing the prospect of a lawsuit (either as a plaintiff or defendant) for the first time, it can quite daunting and scary. Numerous questions will arise about the process, what to expect, and how to prepare for what’s to come. An experienced business litigation law firm in Atlanta, below we outline the basic steps in the litigation process for you. Understanding a little about these steps may help ease some of the anxiety that naturally arises from the unfamiliarity and uncertainty of being involved in a lawsuit.

Litigation Process

Within the business litigation process, there are generally up to seven steps. No case is exactly like another, so remember this is just a guideline and may change according to the specifics of each case.

Step 1: Consultation

Busy Court JudgeA client must first meet with a business litigation lawyer to discuss the specific facts of their situation. The lawyer will review any relevant documents and counsel the client regarding their rights and whether one or more claims may be pursued on the client’s behalf. An experienced attorney will also focus on the best strategy to achieve the client’s specific goals. Conversely, if the client has been sued, the consulting attorney will assess the merits and relative strengths and weaknesses of the case against the client, and determine the best strategy for defending the lawsuit. He or she will also determine whether the client has viable counterclaims that should be asserted against the other party. In any event, this consultation should take place as soon as possible. Time is of the essence, as delays may lead to the loss of rights on behalf of the client.

Step 2: Investigation

After the initial consultation and once retained by the client, lawyers at Brownstein & Nguyen set to work carefully reviewing and analyzing all relevant information and documents pertaining to the client’s matter, researching relevant legal authorities and precedents, and collecting evidence to support the client’s claims or defenses. Due diligence is an important step to ensuring that the client’s interests will be properly presented and protected in the litigation.

Step 3: Preparation and Filing

After completing our investigation, the attorneys will prepare and file the appropriate pleadings with the court. A pleading is a legal document filed in a lawsuit, and includes a complaint filed by the plaintiff, or person bringing the lawsuit, and the defendant’s answer (defenses) to the complaint. For a new lawsuit, we carefully draft a complaint that contains relevant and material facts and the applicable legal claims to be presented on the client’s behalf. When defending the client against a lawsuit brought against him or his business, the same care is taken in preparing an answer with all appropriate legal defenses. On occasion, depending on the case and court rules, we may also prepare one or more procedural or substantive motions to filed with the court in response to the plaintiff’s complaint. Such motions could include a motion to transfer venue or to dismiss the lawsuit for lack of jurisdiction, inadequate service of process, or failure to state a legal claim.

Step 4: Discovery

Once the parties have filed their initial pleadings, a case will typically progress into what is commonly referred to as discovery. During this phase of litigation, both sides have the opportunity to request and obtain information and evidence both from each other as well as third parties who are not involved in the case. The purpose of discovery is to both learn more information about the issues in a case, as well as to develop evidence to be used at trial. During discovery information is gathered through various means including depositions, or oral examination of witnesses, interrogatories or written questions, and document and evidence requests, and subpoenas. Depending on the particulars and complexity of the case as well as court rules, discovery can take anywhere from 6 months to several years.  

Step 5: Pre-trial Motions

Once discovery is completed, the parties have an opportunity to present pre-trial motions to the court. Typically, such motions either help narrow the issues for trial or deal with matters that help streamline a trial. Examples are a partial motion for summary judgment where a party asks the court to rule on one or more discrete legal issues; a motion in limine that asks the court to rule on specific evidentiary issues expected to come up in trial; or a motion for summary judgment or judgment on the pleadings in which a party asks the court to rule in their favor based on the record without a trial. After the parties have filed their motions and presented written arguments, or briefs, in support or opposition to them, the court may hold a hearing to allow oral argument by the attorneys before the court issues its rulings (usually by written order).

Step 6: Trial

After all of the preparation, discovery, and pre-trial motions and rulings, the case is finally ready to go to trial. The plaintiff has the right to go first in the U.S. legal system, presenting evidence through witnesses who testify before the jury or fact-finder. The defendant has the right to question, or cross-examine, the plaintiff’s witnesses during their testimony. After the plaintiff has presented his case, the defendant has an opportunity to present his evidence, during which the plaintiff may also cross-examine or question defense witnesses. After the parties have presented all of their evidence, the attorneys will give closing arguments and in a jury (as opposed to bench) trial the court will instruct the jury on the law that must be applied in reaching in a decision in the case. The jury will then deliberate and give its decision. Trials vary in length depending upon the complexity of the case and variables involved such as the number of witnesses and the evidence that has been gathered.

Step 7: Post-Trial

After the conclusion of the trial, the court will render a judgment based on the jury verdict or court decision (in a bench trial). Either party may then file post-judgment motions or file an appeal. Depending on the case and court, there are several levels of appeals that can take anywhere from one year to several years to conclude. Alternatively, if a monetary judgment is entered by the court after a trial, the winning party may take legal action to collect on the judgment such as a garnishment or property levy.

Brownstein & Nguyen – Representing Business Litigation Clients in Atlanta for over 25 Years

The business litigation process can be complex, lengthy and costly. With the importance of understanding the legal process in a case, including legal and procedural issues, meeting court deadlines, presenting the best arguments to advance a client’s interests, and developing a winning strategy, it is critical to have an experienced, knowledgeable, and effective lawyer on your side. If you have a business dispute, are considering filing a lawsuit or have already been sued, contact the offices of Brownstein & Nguyen for a consultation today.

Requirements for a Legally Enforceable Contract

The last year for which U.S. Census data is available (2010) showed there were 12.6 million job losses in the private sector. Within the same time period, the Small Business Administration collected data showing that nearly 600,000 small business “deaths” occurred. The reality of these numbers brings home an important fact: business contracts and employment contracts must be thoughtful, well-written documents that will be legally enforceable. There are several basic requirements that must be met for every contract.

Mutual Assent or AgreementRequirements

The word assent may be defined as both a noun and a verb. As a noun, its meaning is described as “a deliberate approval of known facts offered by another for agreement, consent, or acceptance.” As a verb, assent means “to agree or concur.” In both forms, mutual assent, or assent by all parties to a written agreement, is the first prerequisite of every legal contract. This is also sometimes referred to as a “meeting of the minds.” Every contract should clearly explain precisely what the parties are agreeing to, so a stranger to the agreement can read it and understand what the parties intended without resorting to outside or “parole” evidence.

Clear Terms and Definitions

All important terms use in a contract that have specific, non-ordinary meanings should be clearly defined. For example, if an agreement refers to an “effective date,” or the date on which a contract begins, that date should be specified. If a contract refers or relates to specific property, such as real estate, equipment or personal property, the property should be clearly identified. For example, real property should either be defined by a common street address, tax map parcel number, by reference to a recorded plat, or similar precise method. The term or length of time in which a contract is to be valid must be identified, either with beginning and ending dates or by reference to a specific period of time (days, months or years). Price, compensation or other monetary aspects of a contract must be clearly laid out. There should be no room for interpretation when such key terms of a contract are properly addressed. In addition, all other material aspects of an agreement such as services to be performed should be plainly spelled out, so there are no ambiguities. Again, the goal of a good contract is to clearly express the parties’ agreement so that no outsider (like a court, arbitrator or other decision-maker) must later divine what was intended at the time the contract was written.  

Compliance with Laws and Public Policy

Contractual agreements must take into consideration federal, state and local laws as well as public policy. If a business is regulated or otherwise affected by particular laws, any contract relating to that business must recognize and abide by those laws. For example, a contract relating to the sale of alcohol to the general public must ensure compliance with local liquor laws and ordinances. Any contract that is found by a court to violate or circumvent the law or public policy – for example, a contract for gambling in a state or locality where gambling is prohibited) – can be declared void and unenforceable as against public policy.

A disputed contract may well be the result of an error, carelessness, lack of thoughtfulness or planning at the time an agreement is written. In an effort to avoid or at least mitigate the effect of future disputes, careful consideration must be given when drafting and revising contracts. As many likely (and even unlikely) scenarios as possible should be considered and addressed. Even with careful planning and proper drafting of an agreement, however, contract disputes can and do still occur.

Whether you are facing business litigation or need to draft or negotiate a strong contract to protect your rights, expert and effective legal representation is advised. If you find yourself in a legal dispute, call the Atlanta business litigation and breach of contract attorneys at Brownstein & Nguyen for a free consultation. 

Partnership, Shareholder & Business Agreements – Ounce of Prevention

Ben Franklin once observed “an ounce of prevention is worth a pound of cure.” Perhaps that is why in 1752 Franklin helped to form the first fire insurance company of the colonies. In present day Philadelphia, one can still tour the city and see the fire insurance marks used over 200 years ago.

Wrongful Termination AtlantaIt is just as true that an ounce of prevention is worth a pound of cure when it comes to establishing and operating any business. Just as one would never dream of owning a home without having proper insurance in the event of a loss, insightful business owners seek competent business counsel and legal advice at the beginning of new business ventures. They understand that as a business grows, so too does the prospect of facing potential legal problems. In an effort to be proactive, owners forming a new business, partnership or a joint venture, or considering the sale of an existing business interest, know that obtaining strong legal representation at the outset is a necessary and worthwhile investment. Establishing clear guidelines for the ownership, management and operation of a business, including the rights and responsibilities of owners, in business formation documents and agreements can save time, money and headaches and salvage potentially disastrous situations down the road.

With over 25 years of experience in business matters and litigation, Brownstein & Nguyen has assisted countless clients navigating important legal issues pertaining to their businesses, ranging from relatively simple to highly complex matters, both in and out of court. When we meet a new business client, our experienced business lawyers know what questions to ask and which legal documents and relevant agreements need to be reviewed to quickly assess the legal health of a business and make recommendations for necessary improvements. When a new client comes to us with a brewing legal problem or business dispute, we are able to immediately focus in on the relevant issue(s), gather the pertinent facts, perform a limited document review, and advise the client of their legal position and strategies for effectively and promptly resolving the issue. For more complicated problems, including those that may not be solved without resorting to litigation, we offer highly skilled, experienced and effective representation in court. Many business disputes involve a breach of contract, while others may fall under the umbrella of business fraud or torts. When business owners reach the point where they can no longer work together, a business divorce lawsuit may be necessary.

In addition to providing sound, practical legal advice and counsel to small and medium-sized businesses, Brownstein & Nguyen has acted as litigation counsel in many business disputes including the following instances:

    • Represented Chapter 7 trustee of bank holding company in negligence and fiduciary claims against former officers and in an employee fidelity bond claim
    • Represented physician in business divorce litigation against former practice partners involving allegations of breach of fiduciary duty
    • Represented ambulance company owner in suit against former partner involving allegations of corporate waste, abuse and fraud
    • Counsel for principals in liquidated $40M+ firm in suit against national accounting firm alleging computer systems consulting negligence and breach of contract.
    • Represented employer in successful trade secret theft litigation
    • Represent numerous parties in breach of contract and other commercial litigation matters

While a specific outcome cannot be guaranteed in any case, strong and effective legal counsel is always advised. If you or your business is in need of legal counsel or assistance, contact the Atlanta business litigation lawyers at Brownstein & Nguyen.

I’m Starting a Business. Do I Need a Lawyer?

In the world of business law, knowing when legal help is prudent or necessary is a common inquiry. Whether working in a large corporation, as a small business owner, launching a start-up, or in the role of entrepreneur, obtaining timely legal support on important business matters is critical. While qualified legal help is necessary in many situations, however, there are tasks that may be completed without the assistance of an attorney.

Atlanta business lawOne example is found at the beginning of starting a business. A lawyer is not typically necessary when obtaining a business license for a sole proprietorship or registering a business trade name. This early step in forming a business usually is handled at the local level. For example, businesses and individuals located within unincorporated Fulton County wishing to acquire a business license may do so through the business license office. However, if they or their business are within the city limits of one of a municipality such as Roswell, Alpharetta, or Sandy Springs, then the business license or trade name must be obtained through the municipality.

While registering obtaining an initial business license may be done without a lawyer, there are many other situations in which obtaining confident and experienced legal support is recommended and necessary. Some of these instances include:

  • In hiring employees, making sure that employment policies are lawful and properly documented and employee contracts are accurate, viable legal documents that spell out the terms of employment, grounds for termination, and protect the business’ trade secrets, customer lists, and other confidential information  
  • Legally establishing a partnership, corporation, or LLC with all necessary organizational documents and agreements in place that set out the parties’ rights and obligations, including in the event of a major business disagreement or dissolution
  • Avoiding liability and assessing business risks for various issues including contract disputes, intellectual property claims, or business torts in instances such as a trade name likeness, slander, or violation of trade secrets
  • Any other situation in which business counsel or representation may be needed

In the event that you or your business are in need of legal support you can count on, contact Brownstein & Nguyen. Our experience speaks for itself when it comes to offering sound legal advice and representation to allow your business to grow and avoid or mitigate legal problems. When a dispute does arise, we bring decades of experience, practical wisdom, and expertise to the table in making sure your interests are fully represented.