My first car was a canary yellow 1964 Corvair coupe. I could tell stories about that car for hours! Learned a lot too – one my strongest memories is of my father’s description of a dash feature. “This,” he said nicely, “is commonly called the ‘idiot light’. If it goes on you need to pull over immediately, shut off the engine, go find a phone and call me!” That light is a warning that things are on the verge of going badly. IF you paid attention, he said, there was still time to save the day (and the engine block) by pulling over and calling for help.
What (or who) is your “idiot” light? We all need one! For some of us, it’s a spouse or other family member with enough distance from a situation to see that things are headed in the wrong direction. Your accountant and financial advisor may play this role as well, warning you when an investment isn’t performing, the 529 is underfunded, or the 401k is weighted too heavily in one fund. As parents we try to be the ‘idiot light’ for our kids. As attorneys we are sometimes in this position as well, a role that we take very seriously. I have been counseling business owners for more than 25 years, and know that I see things a bit differently than they do. As an owner, you are looking at profit and loss calculations, checking cash flow, projecting sales, training employees, enhancing and marketing your product and more. My role is to guide you on applicable law and make sure that not only are your contracts enforceable, they protect you and the business that you are working so very hard to build. My view can sometimes produce an ‘idiot light’ moment, enabling me to highlight issues you may not have known even existed. At the risk of sounding less than humble, YOU NEED ME! Did you know, for instance, that:
• If you hire a programmer to work on your software, and that programmer is not your employee – without a contract he likely owns what you just paid him to create! Worse than that? He may be able to sell it to your competitor…
• If you sell part of your business you may have just defaulted under your financing, your insurance and your lease
• If you have an employee manual, and do not strictly follow it, firing that bad employee may have just become a lot more complicated (and costly)
• If you are using photos off the internet? You likely don’t have the right to do that, and may get sued
• If you hand every employee the same non-compete? Hmm… some of those probably aren’t going to be enforceable
• If you don’t have a shareholder agreement (or similar document) your company may suffer greatly when one of the owners wants out, especially if there is an internal conflict
• If you don’t review and negotiate the terms with outside investors, you may have just turned your company over to them to run (or dismantle)
Every business will benefit from a legal review of its processes and contracts – lawyers have a different view and in some cases we are uniquely situated to take care of possible issues before they become a blown engine block.
Come spring, I’m car shopping! Knowing my spouse is present to be my ‘idiot light’ means I won’t be bringing home a Corvair.