Category: Corporate & Business law
How to Coordinate Business Succession & Estate Planning
October 30, 2024 | Carole Clark Isakson
At some point, many business owners execute a will or trust to provide for the disposition of their personal assets. Those dispositions will either specifically or generally deal with their business ownership interests as well. However, business succession planning is also affected by an entity’s governing documents. This blog addresses the possible conflicts between the entity documents and the individual owner’s estate planning documents. Make sure your business attorney and estate planning attorney are each aware of your plans so you can avoid such conflicts. Governing Documents Affect Business Succession Planning When a business owner makes an estate plan, they must decide where all their assets are to go, including ownership in the business. The owner—let’s call her Sam—may wish to leave half of XYZ Properties to her three children for their benefit. So, Sam’s will or trust will state that her ownership interests in the company (or perhaps simply all her assets) are to be divided equally among her three children. Whether or not this will actually happen depends on the governing documents of XYZ Properties. There are several forms of business entities. But no matter the type of business, the owner(s) intentionally created it, and in cases where there is more than one owner, the owner intentionally chose the other person(s) with whom…
Read MoreBe Wary of Letters from Lawyers Claiming Your Company Name Is at Risk
September 16, 2024 | Carole Clark Isakson
Over the last several months, we have seen an uptick in the number of false claims being made concerning company names. These claims come in the form of a letter from a lawyer warning the recipient that its business name is about to be “taken” by a third party. There is an offer of help, and frequently a claim that if the recipient doesn’t act, this unknown third party will file a trademark application on the company name and deprive the recipient of the right to use it. THESE CLAIMS ARE GENERALLY FALSE. There is a difference between an entity name (i.e. for an entity that is created at the Secretary of State level) and a trademark, although they can certainly also be the same. A trademark designates the source of goods or services. It exists, meaning you own rights to it, when you start using it. One way to enhance the protection of a trademark is to file an application to register it with the United States Patent and Trademark Office—though you still own it and have rights to it even if you do not register it. This is a common misconception, and one that lawyers prey upon. Simply put, your company name is yours in the state where you created it. And if your…
Read MoreAll About NDAs (And Why Your Business Needs Them!)
September 12, 2024 | Carole Clark Isakson
This blog focuses on the many times your business will need an NDA—and why printing one from the internet might not accomplish what you need. A Non-Disclosure Agreement (NDA) is a binding document that restricts one party or multiple parties from disclosing certain information that is to be shared. Key points: An NDA can be in favor of only one party or cover all of them. Don’t assume the NDA that is presented to you covers your information unless it specifically says it does. The NDA should state its purpose. If there is a question later about how to interpret the document, knowing why the parties entered into it in the first place will help. The document will include a definition of “Confidential Information” which may need to be revised to reflect your specific data. The NDA will state how the Confidential Information can be used and by whom. Pay attention to this section, and make sure that the other party is responsible if its representatives wrongfully disclose or use your information. A common provision in more current NDA forms will provide for the destruction of the information under certain circumstances. Your attorney will ensure this is correctly drafted to protect your information and address the fact that electronic records may live forever. A well-crafted…
Read More