Time for Your Company Document Legal Review

When was the last time you looked at, let alone reviewed, your company documents like your Articles of Incorporation, Bylaws, Operating Agreement, or Partnership Agreement. Of course, depending on your situation and how long you have been around, you should also have a few Resolutions, Minutes of your Board and Shareholder meetings, perhaps a Buy-Sell agreement, a Shareholder Agreement, Stock Certificates, and so on.

Types of Businesses

There are three types of businesses generally. First, there are businesses that were formed with […]

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Five Value Additions of an Attorney’s Assistance with Trademarks

It is not necessary to have an attorney representing you to register your trademark. However, there are some very good reasons to have an attorney’s assistance.

Summary Regarding Trademarks and Brand

I wrote about the basics of trademark registration and branding previously. In summary, legal Trademark protection is about unfair competition and protecting consumers from misrepresentations. The idea with the protection is that consumers who come to recognize a distinctive mark as indicating the source of goods or services should be protected […]

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Top 5 Things to Consider for Pre-Paid Legal Plans

As small businesses and individuals often find out too late, the cost of legal services is very high. There are many reasons for this such as the fact that the legal profession requires a license, law is very specialized and complex, and the work often involves very personal and high stakes issues with high stress levels and large liability concerns.

Lawyers are hired to help and protect clients with extremely important issues that have large ramifications. Lawyers have to bring to […]

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Indemnification for Members and Managers of LLCs Presentation

The other presentation I did for NPRRA in Santa Fe, NM was on indemnification of Members and Managers in LLCs. The presentation is below.

Indemnification is an important concept and is contained in many contracts. However, many business owners do not really know how they work. I presented a series of posts not long ago on the topic starting with What is this Indemnification Provision in my Contract?.

If you have any questions regarding indemnification, or regarding drafting and reviewing contracts […]

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RealBusiness Workshop and Proper Business Succession Planning Presentation

The presentations on the 18th of September in Santa Fe, NM with NPRRA went well. Below is the presentation materials we used in the Succession Planning session. Of course, the meat of the content is what we talked about and is not included in the presentation itself. Feel free to give my office a call to learn more.

In other news, but on a related topic, several advisors and I are hosting a workshop on Wednesday, Sept. 30, at 7:30 am […]

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National Labor Relations Board Ruling on Joint Employers

The National Labor Relations Board (NLRB) issued a ruling on August 27, 2015 regarding the definition of a “joint employer” for purposes of the application of federal law to a particular dispute concerning collective bargaining. In general, it appears that a company, BFI, had a recycling facility where it contracted with another company, Leadpoint, to provide part of the workforce. BFI’s employees worked outside the facility and the Leadpoint employees worked inside.

The BFI employees were already represented by the Union […]

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Advance Payment, Indemnification, and the Single-Member LLC

The Colorado statues provide that an limited liability company (LLC) member is entitled to be reimbursed for expenses incurred for the company. LLCs can also provide their members, managers, officers, employees, agents, and so on with indemnification for liabilities they incur for the company. While there are limits to the indemnification that can be provided, because LLCs are contractual entities, the indemnification generally has to be granted within the Operating Agreement.

The first thing to keep in mind is that this […]

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Indemnification and Advance Payment

Reimbursed at the End

Indemnification obligations do not arise until there is some determinable amount that a party is obligated to indemnify. The fact that a party has an indemnification right does not mean they will get reimbursed for their expenses or losses (especially defense costs and attorney fees) until after there is an actual out-of-pocket expense that is found to be covered by the contract language. In other words, you do not get reimbursed until the end.

Example in Corporate Setting

An […]

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What is this Indemnification Provision in my Contract?

Definition

Indemnification is the action of protecting (someone) by promising to pay for the cost of possible future damage, loss, or injury. In a contract setting, it is a provision where one party promises to pay the costs of potential future liabilities incurred by the other party as a result of some defined set of circumstances that might occur because of the contractual arrangement.

Examples

The most common example of an indemnification agreement is an insurance policy. In an insurance policy contract, […]

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When is a Worker an Independent Contractor for Unemployment Insurance Purposes?

I’ve previously written about what constitutes an independent contractor versus an employee in April 2013 when I wrote: “Independent Contractors: Navigating the Legal and Regulatory Framework.” There, I highlighted some differences between IRS regulations, Workers Compensation, and Unemployment Insurance rules that are used in Colorado to determine whether a worker is an independent contractor or employee for whichever topic is at issue. In short, there are sort of two standards, and in either case, the question is fact-specific. In short, […]

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