Business Law and New Year’s Resolutions

Procrastination can be a deadly habit and it is so easy to slip into, especially for small business owners and partnerships. The lack of an immediate need or pressure to address brewing and potential future legal problems means that all of the impetus for action must come from business owners themselves. So, rather than procrastinate, here are a few tips to get a jump-start for 2016.

New Year's ResolutionsFor your New Years’ business resolution, be proactive and anticipate legal problems both within and without your business. Proactively confront personality clashes among your partners. Be honest about the differences in management style, business goals, and financial philosophies. A partnership is best run by a balance of personalities, not by the dominance of one.

If your business involves customer data, take a hard look at cyber-security. It seems like 2015 was the year of the data breach, from BlueCross/BlueShield to Ashley Madison to the U.S. Office of Personnel Management, data breaches were everywhere. Educate employees on proper email, internet and cloud storage usage and security measures. The last thing your business needs is the economic loss of a data breach and inevitable lawsuits that follow.

If your business is open to the public (restaurant, retail store, etc.), another issue to consider is investing in an ADA-compliant infrastructure. Disability compliance lawsuits are one of the easiest to avoid. Also, don’t forget to invest in your digital and other intellectual properties.

Aside from these and other business issues that can result in costly legal issues, one of the most important and often-overlooked traps for business owners is failing to plan for potential break-ups. If you do not already have one, come up with a “business divorce” plan. No one likes to think about it, but partnerships do fall apart. It is far cheaper and more efficient if rights and obligations of shareholders and business partners are established before an event of dissolution. Don’t just consider capital contributions, assets and liabilities: take note of clients; employees and personnel matters; technology, trade secrets and other intellectual property; goodwill; and business continuation.

Many businesses fail because of a dispute among partners that might have been prevented or at least mitigated with proper planning. Make 2016 the year you build a sturdier foundation for your company for the future.

A key element of proactively running a business of any size is having experienced legal counsel available. Contact Atlanta business law attorney Jay Brownstein at Brownstein & Nguyen for sound, practical business advice and legal representation.

What is Business Divorce?

When business partnerships have run their course, it might be time for a business divorce. Similar to the end of a marriage, a business divorce involves taking into consideration the assets and debts of a company, determining how to distribute them, and legally severing the relationship between small business owners.

Reasons for Business DivorceBusiness Divorce Atlanta

Many events can trigger the need for a business divorce. Partnerships may dissolve because partners no longer share the same goals and expectations for the business. Small business owners may begin new ventures or start to pull away from the business. A poor business model or financial problems may also lead to a business divorce. When partnerships can no longer be maintained, there may be little choice but to sever the legal relationship between partners and dissolve the business.

Issues Involved in Business Divorce

When a business must be dissolved, there are often several major issues that must be addressed. Business debs, including legal and tax liabilities, must be dealt with. Partners may disagree on the prioritization of certain debts and current obligations to lenders. Underlying problems that contributed to financial difficulty may need to be identified and rectified. Long-term liabilities such as leases must be addressed, as well as contingent or future liabilities such as personal guaranties of the partners. Other common issues include how to deal with the termination of employees and whether owners will be permitted to operate a new or successor business within the same industry.

Legal Rights and Obligations

Well-prepared business owners obtain legal assistance at the start of new business venture, including the preparation and execution of a shareholder, operating or partnership agreement that includes provisions regarding future dissolution of the partnership or company and winding up the affairs of the business. Absent such an agreement, the rights and obligations of small business owners are established by state statutes and applicable case law. In either event, it is important to consult with qualified business counsel as soon as a disagreement or possible event of dissolution occurs.

For legal guidance and assistance when dealing with a business divorce, contact the experienced partnership and shareholder dispute attorneys at the Atlanta law offices of Brownstein & Nguyen.

Employment Visas and EB-5 Updates

Thousands of foreign workers employed in various occupations are welcomed into the United States every year. All of these workers – artists, researchers, information technology specialists, religious workers, scientists and others from numerous occupations – must obtain permission to work in the U.S. by obtaining an employment visa.

Temporary (Non-immigrant) Worker Visa

This visa is for an individual asking to enter the United States on a temporary basis for a specific purpose. Applicants are restricted to the activities and purpose(s) they listed in their visa request.

Permanent (Immigrant) Worker Visa

This visa is for an individual who has been authorized to live and work permanently in the United States.

Students and Exchange Visitors Visas

Students and exchange visitors are allowed to work in the United States under specified circumstances.

Temporary Visitors for Business

To enter the United States for business purposes requires a visa as a temporary visitor for business (B-1 Visa).

EB-5 Immigrant Investor Program

Under the EB-5 Immigrant Investor Program administered by the USCIS,  entrepreneurs, their spouse and unmarried children under the age of 21 can apply for a green card to gain permanent residence if: they make the necessary investment in a commercial enterprise and plan to create ten permanent full time jobs for United States workers.

Employment Visa AtlantaThis program was created by Congress in 1990 as a means to stimulate the U.S. economy. The dual goals were to create jobs and increase capital investment by foreign investors.

Association to Invest in USA (IIUSA) reports this program has brought many investments from Great Britain, Canada and South Korea, with the most investments in recent years coming from China. Since it was created, the EB-5 Visa Program has brought 6.8 billion dollars into the U.S. and has issued more than 29,000 visas.

Small Business and EB-5 Investment Visas

For a small business to attract an EB-5 investment, the business needs a project set up to raise funds, be financially viable and marketable, and prove there will be a creation of jobs and have a clear exit strategy to return funds to investors. Small business owners have tough competition in this market from ventures promoting larger projects, such as multi-million dollar real estate developments. Foreign investors have been drawn to larger-scale and higher profile investments.

The EB-5 process takes a lot of time, patience and expertise. Experts advise businesses interested to get in touch with the USCIS EB-5 Regional Center in their area as they can help ensure a proposed project fits the parameters of the program. Experts also advise being careful and as complete as you can when filing.

Reforms are being made to the EB-5 Regional Center Program, in large part to address abuses by some promoters. Industry stakeholders should take this opportunity to present their thoughts on how reforms can be implemented in a way that both supports job creation and foreign investment efforts. Congress recently passed a temporary extension of the program through December 2015.

In 2014, President Obama took action concerning immigrants entering our country illegally to find employment. He has announced three steps to gain control of those illegally entering our country for employment:

  • Grant additional resources to border patrols to stem the flow.
  • Make it easier for highly skilled immigrants to stay and contribute to the economy.
  • Proposed measures to address the millions of undocumented immigrants already in the country.

Opponents of the President’s reforms subsequently went to court to block many of them, and were successful doing so. The U.S. immigration system remains in need of change today.

Today, applying for one of the many types of employment visas is an important avenue for those who wish to enter the United States legally for employment reasons.

The Atlanta immigration offices of Brownstein & Nguyen offer experienced and qualified help with employment visasinvestment visas, and other immigration questions and assistance. Contact our Georgia immigration law offices today.

Contract Disputes

Starting a new business can be an exciting time for all involved, especially business partners. It is important not to neglect certain legal matter that might seem like non-issues in the beginning. Failure to protect each party during the life of the business in the event of a dispute or serious disagreement can result in a major legal headache later.Disagreement

Keeping it Professional

There is no such thing as “we don’t need to be formal – it’s just friends and family.” When it comes to business, everything should be done by the book. That is why business partners need to work with an experienced business attorney to craft a partnership agreement that covers common issues including:

  • Fiduciary responsibilities of partners
  • Financial issues, including stock ownership, compensation and debt
  • How disagreements will be resolved
  • Recourse for breach of contract
  • Exit plan if a partner decides to leave

Having a solid partnership agreement will help prevent some contract disputes from occurring. However, even with the best intentions and planning by the parties, there is a chance that a dispute might arise that threatens the ongoing survival of a business.

Business and Contract Disputes are Always Possible

In business, disputes between partners and owners can result in lengthy legal battles. This can happen even where the partners took necessary precautions at the outset and crafted an exit plan detailing how to resolve disagreements later on.

As an example, consider the recent Georgia Court of Appeals’ decision in the case of Krieger v. Bonds. In that case, two partners in a closely-held corporation entered into what is commonly known as a buy-sell agreement when they formed the business. The agreement provided for the re-purchase of a withdrawing partner’s stock by the remaining partner in the event the partners decided to part ways. The parties followed the agreement, but communication broke down before the stock sale closed, leading one partner to sue the other to enforce the agreement. Due to numerous disputed facts about exactly what occurred, the court held that the case should be decided by a jury.

Legal cases like Krieger highlight the need for effective legal counsel, both when forming a business and later on when a disagreement occurs. While careful planning and a written partnership or shareholder agreement are a must, they can not prevent disputes from occurring. When problems surface, it is important to consult with a business litigation attorney as early as possible.

Brownstein & Nguyen founding partner Jay Brownstein has the experience, legal knowledge and business acumen necessary to provide trusted guidance and skilled representation in a variety of cases including breach of contract, partnership disputes, investor fraud, employment agreements and similar matters.

If you are involved in a shareholder, partnership or contract dispute, contact the experienced Atlanta business litigation attorneys of Brownstein & Nguyen.

Business Divorce

Let’s face it, when most people hear the word divorce they think about ending a marriage. After all, by definition divorce is, “a judicial declaration dissolving a marriage in whole or in part, especially one that releases the marriage partners from all matrimonial obligations.” Another definition is, “Any formal separation of husband and wife according to established custom.” However, a more generic definition is, “Total separation; disunion.”Business Conflict

If you look at that final definition, total separation or disunion, you’ll notice the context does not necessarily refer to marriage of persons. It could refer to a total separation or disunion of a contract or a business.

As an Atlanta business litigation lawyer, Jay Brownstein has years of experience assisting clients with business dissolutions and divorces. While a business divorce does not involve the ending of the marital union of two people, it does involve the separation of a business.

There are numerous scenarios in which a business divorce might become necessary, varying widely from one situation to another. Sometimes when a business is formed between two or more partners, a formal agreement exists that outlines the parties’ rights upon separation. However, many partnerships do not have a written agreement. In those cases, the parties’ rights can be dictated by the circumstances and applicable law.

After a business is formed, a variety of situations can occur in which one or more partners or shareholders realize that a change must occur. Differences in business strategies, goals or financial philosophies can cause serious obstacles to the continued operation of a business. If business partners agree to part ways or dissolve a business, an appropriate agreement for dissolution, transfer in ownership, or partnership buyout can be drafted and signed by the parties. However, where a disagreement can not be resolved amicably, a business divorce may require that legal counsel take certain actions to protect a client’s legal rights (including the possible filing of a court action).

If you are facing a disagreement with your business partners and need to find a resolution that is agreeable and legally sound, contact Atlanta business dispute attorney Jay Brownstein.