Business Law

Every successful business has a lawyer behind the scenes making sure all aspects of  the business are being handled properly. Are you handling your own business matters? Have things gotten out of hand? Do you need legal advice? Here at Miller, Turetsky, Rule & McLennan we provide vital assistance in almost every aspect of business, including but not limited to: contracts, intellectual property, taxes and licenses. For more information on how to acquire our services regarding your business endeavors, please contact us.

10 STEPS TO STARTING A BUSINESS

Starting a business involves planning, making key financial decisions and completing a series of legal activities. Here are 10 steps that may assist you to plan, prepare and manage your business.

Step 1: Write a Business Plan.	Use tools and resources to create a business plan to help you map out how you will start and run your business successfully.
Step 2: Get Business Assistance and Training	Take advantage of resources available at the US Small Business Administration to prepare a business plan, secure financing or expanding or relocating a business
Step 3: Choose a Business Location	Get advice on how to select a customer-friendly location and comply with zoning laws.
Step 4: Finance Your Business	Find government backed loans, venture capital and research grants to help you get started.
Step 5: Determine the Legal Structure of Your Business	Decide which form of ownership is best for you: sole proprietorship, partnership, Limited Liability Company (LLC), corporation, S corporation, nonprofit or cooperative.
Step 6: Register a Business Name or create a business Entity	Form your business with your state government.
Step 7: Get a Tax Identification Number	Learn which tax identification number you’ll need to obtain from the IRS and your state revenue agency.
Step 8: Register for State and Local Taxes	Register with your state to obtain a tax identification number, workers’ compensation, unemployment and disability insurance.
Step 9: Obtain Business Licenses and Permits	Get a list of federal, state and local licenses and permits required for your business.
Step 10: Understand Employer Responsibilities	Learn the legal steps you need to take to hire employees.

 We can help you do it right!  Please contact us for the right advice to make the difference in your future.

The attorneys, paralegals and staff at Miller, Turetsky, Rule & McLennan have over 40 years experience in litigating cases. All areas of our practice may need to be litigated and if said event occurs, you can trust that our attorneys are experienced in the courtroom and know how to best present and handle your matters. We represent both Plaintiffs and Defendants in muliptle areas of law. If you feel as though you need a litigation lawyer and are not certain as to whether or not Miller, Turetsky, Rule & McLennan handles said practice areas, please contact us and we will be happy to answer any and all questions.

Most business owners overlook succession planning.  This creates stressful and difficult times for the business owner and his/her family.  The following is a brief overview of the succession planning process.

FIVE KEY REASONS FOR SUCCESSION PLANNING

1. Maximize price received.
2. Promote the long-term existence of the business and business name (if important).
3. Keep the business in the family, if possible.
4. Continue fringe benefits such as hospitalization, auto, and entertainment accounts.
5. Pre-funding the acquisition.

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1.  HOW TO MAXIMIZE PRICE RECEIVED

• Create a track record of profitability  – attempt to maximize profitability for the three to five years prior to the sale
• Build a strong management team that is capable of running the business without the owner’s  involvement.
• Eliminate or shorten operating contracts with vendors such as rental and office equipment leasing agreements.
• Promote long-term sales orders and contracts with profitable customers.
• Be careful about promises made to key employees about opportunities regarding owners transition.
• A clean and well organized business is desired by potential buyers.

2.  HOW TO PROMOTE THE LONG-TERM EXISTENCE OF THE BUSINESS AND THE BUSINESS NAME

• The desire to keep the company name alive must be identified at the beginning of the process.
• Make sure that the new owner has the management capabilities and adequate resources for the acquisition.
• Review the bank documents of purchaser to determine if the loan requirements and covenants are reasonable.
• Do not hold back vital information or mislead buyer during the “due diligence process.
• Identify key employees that the new owner should keep after  the acquisition.

3.  KEEPING THE BUSINESS IN THE FAMILY

• Remember that it may be the business owners dream, but is it the dream of the family member?
• If a family member is not capable or lacks the desire, it is definitely better to sell the company rather than watch a slow demise.
• Does the family member have the respect of the key staff?
• Who has the relationships with customers and suppliers?  Sales and relationships are lifeblood of small companies.  Do not underestimate this fact!!
• Prior to the sale is the best time for the family members to gain experience at running the company.

4.  HOW TO KEEP FRINGE BENEFITS SUCH AS HOSPITALIZATION, AUTO AND ENTERTAINMENT ACCOUNTS

• It is all part of negotiation and design of the sales contract
• Sell early while you still have sales, management and marketing value
• Attempt to pre-fund benefits where applicable.

5.  PRE-FUNDING THE ACQUISITION

• Carefully crafted Buy-Sell Agreement
• Aggressive pension funding
• Non-qualified pension plan
• Life Insurance (over-funding = build up of excess cash value)

THE EMOTIONS OF SUCCESSION PLANNING

• Learning that the value of your business is less than you expected
• Realizing that the net proceeds from the sale are less that expected
• Finding out that most small business sales are made on the installment method
• Finding out that family members or key personnel do not want to own or run the business
• Realizing that family members or key personnel do not have the ability to finance the acquisition
• Realizing that it takes a long time to find a buyer.  Experienced business purchasers often review 35 business opportunities before they decide to acquire a business
• Realizing that most deals fall apart at some point

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THE PITFALLS OF NOT DOING SUCCESSION PLANNING DECLINING COMPANY SYNDROME

• Decreasing or flat sales due to aging owner due to partial retirement or lack of motivation
• Cost of inflation of salaries and operating expenses outpacing growth of gross profit margins
• Inability to replace key customers and suppliers due to reduced sales and marketing efforts of aging owner
• Key family members or employees may leave the company do to better opportunities elsewhere

ALL THE EGGS IN ONE BASKET SYNDROME

• Distress sale on death or incapacity of owner
• Key employees may “hold owner hostage” due to reliance on them without any other succession plan
• Estate taxes on closely held business
• Fear and loss of sleep due to “lack of succession plan”
• Lack of time for family, friends & health

IT IS YOUR DREAM – MAYBE IT IS NOT THEIRS SYNDROME

• Family member may not want to own or manage the company
• Family member may not have the ability to manage the company
• Family member may not have the ability to purchase the company

Managing growth can be especially challenging in a family.  With fewer than 1 in 3 family firms surviving to the second generation, and fewer than 1 in ten making it to the third, the stakes are huge.

Involvement in mergers, acquisitions and divestitures can be complex, confusing, and very time consuming. Don’t risk taking on such extensive business transactions on your own. At Miller, Turetsky, Rule & McLennan our attorneys understand the motivations of both buyers and sellers, thereby enabling us to advise our clients in the best way possible regarding the structure and proper documentation of the transactions at hand.

We have represented both strategic and financial buyers and sellers in varied mergers, acquisitions, divestitures and other business transactions. Our experience spans from a broad range of industries including companies in the chemical, healthcare, retail, manufacturing, construction and distribution sectors.