Business Law

Areas of Expertise

Who do we represent?

  • Small businesses
  • Middle-size businesses
  • Large corporations

FAQs

What is a business attorney?

A business attorney will help guide a business through the teeming amount of state and federal laws that can affect its business. We help with all aspects of business law such as forming a corporation or other entity, corporate issues, contracts including drafting, reviewing, and negotiations, disputes with third parties. This will also include other issues that can affect your business, such as employment issues, protecting intellectual property, and regulatory compliance.

What exactly is Business Law? 

Business law ensures that both employees and employers are protected and ensures they follow specific guidelines to keep things fair and balanced as a primary focus.  

What topics are covered by business law?

  • Contracts
  • Intellectual data and property
  • Trusts and estates
  • Immigration and labor law
  • Employment law
  • Bankruptcy
  • Income tax and more

Is it important to have a business attorney?

Yes, it’s always essential to have a business attorney who is skilled and knowledgeable in the field. Business attorneys will know the ins and outs as well as any updated information on business law.  

What is a secured transaction?  

There are two types of secure transactions, but one is on a real estate base and the other is on an asset base. Effectively it’s a lending vehicle. It allows you to get a loan from a lender and lenders protected by collateral either real estate collateral or personalities such as accounts receivable, and equipment inventory. And the benefit to that is that usually they’ll give you a bigger loan because they have more protection. There are other benefits interestingly enough that a good, secured creditor that you’re working with protects you from unsecured creditors. Because people are very afraid of a secured transaction. They think that if I give up collateral, it’s going to be the worst thing in the world for me, but a lot of people won’t get loans without it. In other words, you can’t get a car loan without a car. How do they protect themselves? They take a security interest in your car. It’s that simple. If they’re looking to do a loan on their business and the last thing I want them to do is put up their house as collateral and it happens on occasion. If I’m going to take a loan on my home to use that money for my business, then what I’ll do is, I will tell the client that the best thing for them to do is to borrow the money from the bank on the loan on their home, then take the money and instead of investing in the business, lending it to the business, even their own business and taking it back as a security interest to protect them so that they are secured in the assets of the company. Remember, companies and individuals are separate and you have to remember that and keep them separate otherwise you could pierce the corporate veil.

What does it mean to pierce the corporate veil? 

Clients, particularly creditors, come to me to pierce the veil when they feel that the company is not operated in proper corporate form and usually that means as follows: that you form a corporation, and you form a limited liability company solely to protect yourself in personal liability. Well, if you don’t follow proper corporate form, if you’re commingled funds with your own personal funds, then there’s an avenue to go after piercing the corporate veil. And I’ve been successful in doing that. It’s not the easiest thing in New York law but when you see the traits of somebody commingling funds, not following in corporate form, not holding meetings, and not keeping proper records, that gives you the avenue to pierce the corporate veil. And then suddenly shockingly, they find that they have to pay for the debt notwithstanding the fact that they didn’t sign a guarantee.

Do contracts need to be written to be enforceable?

Oral contracts are generally valid even if not supported by a written document. On the other hand, contract laws require certain contracts to be in writing in order to be enforceable, which include the following:

  • Contracts involving the exchange of land or real property, or an interest in real property (such as a real estate lease).
  • Contracts where one party agrees to be responsible for another party’s debts.  A common example where the owner of an entity guarantees the entity’s obligations under a real estate lease.
  • Contracts that cannot be fulfilled within one year of the start of the contract.
  • Contracts for the sale of goods over $500 or a lease of goods over $1,000.
  • Contracts to give property on or after death.
  • Contracts to sell stocks and bonds.

Is a Letter of Intent a contract?

Such letters are common in sale of business transactions, and they can be helpful in providing a foundation for the material terms of a transaction and for moving a transaction forward. However, a letter of intent may create significant problems if the transaction does not go forward. A letter of intent, if not carefully drawn, may nevertheless be held to bind the parties to the subject transaction if the letter of intent contained all the elements of a contract. If the parties wish to use a letter of intent, it is advisable to include language expressly confirming that the letter of intent is not binding on the parties. 

Related Content