Our startup and business lawyers advise entrepreneurs and founders from company conception. We advise entrepreneurs on everything from choice of entity and founder arrangements through contracts with customers and future litigation. We also serve as outside general counsel, advising our emerging company clients on the various legal issues that confront them.
Some of our services include:
- Tax Advice
- Choice of Entity
- Disputes Between Owners
- Buy-Sell Agreements
- Shareholders’ and Partners’ Agreements
- Employment Law Counseling
We are enthusiastic about helping you succeed, whether you are starting a local business or hope to become the next internet sensation. Our goal is to become your trusted legal advisor by helping you protect your interests and providing you with the unbiased advice you need to succeed.
We advise businesses on incorporation and choice-of-entity issues. Incorporating a business can have numerous benefits, including tax advantages, liability protection and formalization of management processes; it can also allow you to raise capital for ongoing operations. Our business lawyers advise you on where and when to incorporate as well as on how to best form the company.
The choice of incorporation involves an understanding of your long-range goals, the options available, and the expectations of your business. Typically, a U.S. business will chose between Delaware or its home state.
For large corporations and corporations that will do business in numerous states, Delaware is a natural choice. Delaware has a developed body of corporate law and flexible statutes. Delaware is also typically on the cutting edge of corporate law. Directors are afforded a high degree of protection in Delaware, which can be beneficial to owners. Delaware has flexible corporate statutes that make it easy to work with. Finally, if you are seeking investors, many will insist on Delaware as the state of incorporation.
There are drawbacks, however. First, the Delaware franchise tax can impose burdensome costs on a Delaware company if that company is not careful when incorporating in Delaware. Many incorporates are caught off guard when they receive their first franchise tax bill.
Local companies not seeking outside investment dollars typically will pick their home state as the state of incorporation. For a local company, the benefits of a Delaware incorporation typically are not sufficient to justify the extra cost.
Bylaws provide the procedures for governing the corporation. Typically, bylaws will include the number of board of directors’ members as well as how they are elected, the powers of the directors and the officers, and how meetings are called and by whom. The bylaws are controlled by the articles of incorporation, so they must be in harmony with the articles.
Bylaws are first adopted by an organizational meeting of the board of directors. Bylaws can be created, repealed, or modified by the shareholders or the board of directors. Because the board of directors can amend the bylaws, it is important that, if the shareholders have reserved any special rights or protection, the bylaws and articles are drafted carefully to preserve the shareholders’ rights. The attorneys at Robinson & Henry, P.C., can help you draft bylaws and articles of incorporation to comply with corporation law in your corporation’s state of incorporation, while preserving any special protections for shareholders.
Contracts & Their Interpretation
Businesses and individuals write contracts to govern their relationship. But what happens when the parties interpret a term differently? Have you ever wondered how a court would interpret a particular term?
Courts generally go through the same analysis when adjudicating a dispute over a contract term. First a court will look at the “four corners” of a document — what’s contained inside the contract. The court will look at the document as a whole and try to interpret the term to give it the meaning that the parties intended when they drafted it.
Second, the court will give the words their ordinary meaning, unless the parties manifest a clear intent for a term to have a different meaning. So if you use a technical word, the court will give the word the meaning that it has in your particular industry.
Third, if there are inconsistent terms, the court will try to interpret them lawfully. Nevertheless, a court will not create a meaning where none can be interpreted.
If an inconsistency cannot be resolved, it will be interpreted against the party that drafted the contract. That is why it is imperative to properly draft contracts in a clear, concise way, without ambiguity. We often hear parties say, “We know what we mean” when they go through the negotiating and drafting process. Once things go wrong, however, all parties will look to interpret the contract to their benefit, and everyone will have a different meaning.
The attorneys at Robinson & Henry, help business owners write clear contracts that accomplish their goals while also alerting them of the risks. We offer an assessment to business owners to answer questions concerning contract drafting and negotiation. Call us at 303-688-0944 to set up an assessment appointment.