Business and Real Estate Matters

General Business Counsel Services

There are a variety of businesses that I consider caught in middle. They are past the startup stage (or maybe just past) and they are starting to fire on all cylinders. Business is going great (or maybe just ok) and then it happens.

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Legal trouble.

It could be:

  • An employee or independent contractor dispute
  • Trouble from a federal/state/local government agency
  • Problem with a landlord
  • Any number of hurdles that get thrown in the way of small businesses

Sometimes, I will a catch a small business owner who is in the midst of planning an expansion or an advertising campaign for their business just in time to inform them that X, Y, or Z will not work because of ______________.

Being a small business owner myself, I sympathize with the demands on your time and have worked with numerous small businesses over the years to help bail them out of the trouble that they unknowingly put themselves in. After years of watching the same cycle repeat itself, I knew that there had to be a better workable solution for my small business clients.

Thus, when I started Brotman Law, the Outside General Counsel Program is one of the first things I put into practice.

Outside General Counsel Program

The Outside General Counsel Program is a bundle of legal services over a monthly or quarterly period designed for small business owners as a measure to ensure compliance within their organization and to make sure their operations run smoothly from a legal standpoint.

During my tenure, I will:

  • Become intimately familiar with the nature of your organization and its business operations to better facilitate legal solutions.
  • Run a compliance check on all your licensing requirements and your California state corporate charter.
  • Review key legal documents for accuracy and to ensure that all of important terms have been included.
  • Perform a tax compliance check with the IRS, California Franchise Tax Board, and any other state revenue agencies that you may come into contact with.
  • Review your website and sales copy to make sure it is legally compliant.
  • Contact third parties, with your authorization, to settle any disputes or to help mitigate them before they become major problems.
  • Analyze what needs to be done within your organization and set a plan to make sure it gets accomplished.

Better still, I put policies and procedures in place to ensure your business operations run as smooth as possible. Because of my vast experience in a variety of different areas, including business strategy, I am able to provide a more complete representation and take the time to really get to know your business operations in order to provide top-notch representation.

In addition, part of the fee charged covers full email/phone support over the next year while you continue on the path that we set in place.

General Counsel Services

General Counsel Services are offered in blocks of ten hours a month. During our initial call, we will work together to define objectives for my tenure and to formulate a list of key documents that will need to be complied for review.

Then I set to work, doing what I can to make your organization run more smoothly. Any excess time spent for work performed is billed at a substantially reduced hourly rate. The goal is to have the flexibility and the time needed to provide you with the very best in legal representation at a cost that is manageable to your business organization.

General Counsel Services start at a low rate of $2,000 per month, or $5,500 per quarter, which is a substantial reduction from my normal hourly rate. However, because of the personal nature of such services, I would invite you to set up a time to speak with me about the needs of your business and the ways that I can help you achieve your goals.

Business Startup Legal Issues and Corporate Governance

The most important step of any small business is the first one. It is critically important to make sure that your small business gets off on the right foot and that a proper framework is put into place from the outset. For most small businesses, this starts at the inception of idea or when the business is ready to make its first real strive forward.

Brotman Law can help you get there.

The decision to incorporate should not be taken lightly. Corporate operation and governance is not necessarily difficult, but requires numerous steps each year to ensure good business practices. Failure to abide by these steps can have disastrous consequences for a new small business.

There are federal, state, and local requirements for a newly incorporated business. Businesses that have employees (including the founder) or that sell products face additionally scrutiny and cause for concern.

After the decision to incorporate is made, the primary consideration is what type of entity you will become. Corporate structures have numerous advantages and disadvantages, depending on what form you choose. You need to be apprised about the choice of your corporate structure and what it means to be a ____________.

Corporate structure choices, such as the difference between an S-Corporation and a Limited Liability Corporation (LLC), have both legal and tax consequences to consider. In addition, to think about where you are, you must also think about where you are going. Improper entity structures when a business starts to expand can create headaches and significant costs for the business. It is better to resolve these issues up front before they create problems for the business later.

Once operational, the newly formed entity must keep its house in order.

  • Start with drafting and creating good bylaws or an LLC operating agreement.
  • Make sure stock is properly issued
  • Make sure the business has met its registration requirements.

Finally, it is a yearly process defined by:

  • A few key filings with the state
  • Annual minutes
  • Preparing and filing new corporate taxes are on time (keeping in mind that there are different filing dates and requirements for corporations).

Brotman Law takes a comprehensive approach to business entity formation in an effort to help our clients with the entire process. Unlike LegalZoom or other kit formation services, we take the time to understand our client’s needs and which entity structure is appropriate for them. Some clients do not even need to incorporate right away, which can save them thousands in yearly expenses (critical for a startup business).

Then we incorporate, fill out all the necessary paperwork, and make sure all filings are completed on time. Our incorporation package includes a ninety-minute session on the backend of the incorporation to explain all the requirements of good corporate governance.  Start to finish services that never leave you hanging. In addition, for a small flat fee, we can help you meet your annual filing requirements.

Incorporation services are a flat-fee to the client and start at $995 (plus state/local fees) depending on the choice of entity and any special requirements for a going business. However, we invite you to give us a call and take advantage of your free hour consultation to determine if incorporation is right for you.

Regulatory Issues

Businesses thrive on efficiency and with making sure things get done in the smoothest possible manner. However, government regulation and restrictions can create challenges for thriving businesses, which are ill equipped to deal with the burdens of government regulatory hurdles.

What small and mid-size businesses need is:

  • Someone who can help them navigate the various federal/state/local regulatory hurdles effectively.
  • Someone who can explain the regulatory process to them in terms that are simple and easy to understand.
  • Someone who will help them go step-by-step to accomplish their goals.

Brotman Law has extensive regulatory experience guiding small and mid-size businesses through various governmental agencies and regulatory framework.

From my experience as corporate counsel for two multi-million dollar conglomerates, in dealing with all facets of government and their extensions from large federal agencies to small community planning groups and civic organizations, I take a proactive approach to resolving regulatory challenges and in clearing away red tape by various governmental agencies.

No problem is too big or too small. Often times it takes the work of an experienced representative, someone who is familiar with the various laws associated with the project, to make things happen.

Transactional Services

Business transactions are among the most frustrating events for clients, but their importance to the organization cannot be understated. After all, buying and selling goods define a business and transactions are the tool that sparks progress within an organization.

However, there are many pitfalls associated with corporate business transactions, which can create nightmare scenarios for clients and lead to costly litigation. Rather than take anything to chance, I always strongly advise potential clients to engage the services of a qualified transactional attorney that can help them identify potential issues and avoid them.

It is always those issues that no one sees or anticipates that create the worst problems. One of my favorite quotes is, “An ounce of prevention equals a pound of cure.”

Nowhere is this statement truer than when dealing with a corporate transaction.

Having participated in scores of corporate transactions and served as lead counsel on many of them, I take a measured client-focused approach when looking at a transaction and when creating transaction documents for our clients.

The goal is not just about what serves the client’s best interest on the transaction in question, but rather what we need to accomplish to serve the clients interest in the long term. Due diligence and a thorough understanding of the client’s interests are vital steps in the corporate transactional process; something that unfortunately some of my colleagues fail to consider.

Any potential corporate transaction needs to be carefully planned with considerations given to cost and time efficiency. Otherwise, the client cannot properly mitigate the risk and judge the opportunity cost associated with any deal.

Whether you utilize the services of the Brotman Law or some other qualified transactional attorney, I would strongly advise you to seek the advice of legal counsel when evaluating and participating in any potential deal. Experience has taught me that the input of an attorney can be critical to properly understanding a deal’s benefits and risks, which leads to making better business decisions.

That’s job one for a skilled transactional attorney.

Employee Related Legal Issues

Legal issues with employees can be some of the most potentially damaging to an employer.

  • Employees who depart a company or who are terminated will often hold ill will toward their former employer and may seek retribution against them.
  • Current employees may behave in a manner that is inappropriate or have potential legal consequences and expose their employers to great liability.
  • Insurance for employee issues can only do so much to mitigate the damage, particularly if the employer is not aware of these issues and does not take action to mitigate the damage.

We all want to believe that everyone is a good person and would not do anything to harm the employer’s business. However, legal insight and experience have taught me different, and it is always important for a business to be prepared for the worst.

Capitalizing on my former experience managing legal issues for a company with over 900 employees, I am adequately prepared to foresee and prepare for many of the legal issues facing employers today. Litigation should almost always be seen as a last resort for employers, as it is costly and usually results in a losing situation no matter what the outcome.

Rather, preparation and foresight are the most important elements of keeping your business in good shape when dealing with employees. Those businesses that have an appropriate framework in place for their employees (and their issues) will find themselves in a much better position when crises emerge.

In the event that a situation does present itself, it is better to neutralize things immediately and completely to minimize liability to the employer. Brotman Law can help walk you through the various complexities in California of having employees and provide you with the means to handle these issues before they turn into problem.

As a result of many years of training and many years on the sidelines of employee litigation, I have developed a series of best practices that I recommend for all of my clients. In addition, we are available to review employment arrangements and compensation structures, and revise these documents, if needed, for our clients.

Do not find yourself on the losing end of an issue with your employees or in violation of federal or state law. Act now to prevent these issues before they start.

External Business Legal Issues: Clients, Vendors, Competitors, and Others

Business relationships with 3rd parties are often filled with difficult business legal issues.

Usually these issues can be sorted out by peaceful dealings between the parties, which is always the first route that I recommend for my clients. However, there are some instances where the involvement of counsel can expedite a resolution and lead to a better outcome for the parties.

The critical aspects of every dispute between the client business and the third party are to obtain client answers to the following:

  1. What outcome do I hope to achieve by resolving the issue?
  2. Can we, is it possible, and/or is it preferable to salvage the business relationship between the two parties?

Resolving these two questions will guide the strategy associated for resolving the dispute and lead to a better result for the client business.

Brotman Law is very adept to resolving business disputes. We generally take a proactive approach to resolving disputes before they escalate and work to take emotion out of the process for both parties.

Once the parties are more open to settlement discussions, we can navigate toward an amicable resolution. On the other hand, we are cognizant of the fact that some situations require much stronger action and are willing to use any method legally available to the client (after weighing the risk) in order to resolve the dispute.

In all disputes, the client and their interests take first priority.

Sam Brotman is a seasoned veteran when it comes to resolving business disputes and has negotiated with parties large and small, from Fortune 500 companies to executive level governmental officials to insurance companies to individuals involved in a dispute with the business.

  • Sam Brotman is a certified professional mediator and has experience in various mediation and arbitration arenas.
  • Sam Brotman brings practical litigation experience to his business disputes practice and has resolved numerous matters prior to a complaint being filed.
  • Widely appraised as an advocate and an opponent, Sam Brotman brings a no-nonsense approval to resolving business disputes in the most time efficient and cost effective methods possible.

Legal Document Drafting

Legal document drafting is a skill that is not easily taught and even harder to master. Crafting effective, client-centric legal documents for use by individuals and businesses draws on a variety of skill sets that are not always present in lawyers.

  • A mastery and command of the English language is essential in writing and creating effective legal documents.
    • More so than just being able to write, legal document drafting requires you to speak the language of the law and to communicate that effectively and unambiguously to both the client and the other parties involved (ambiguity leads to open interpretation, which leads to litigation).
  • A clear understanding of the implications of every provision of the document is essential for the attorney drafting the document.
    • Contrary to many documents that are thrown together using various precedent material, it is important to have a good working knowledge of the provisions going into the document at hand.
    • This way, the essential provisions can be sure to be included and unnecessary provisions deleted in order to better emphasize the clarity of the document.
  • As a good rule of thumb, an unrelated party should be able to pick up the document several years removed from its creation and be able to articulate exactly what the document says.

Good drafting stands the test of time and minimizes the risk associated with the undertaking described in the document.

At Brotman Law, we take the time to understand the needs of each client, individual or corporate, and craft documents that are clear and speak to their understanding of the transaction.

We draft documents that are fair to both parties, but that accentuate the interests of our client. Our document drafting process is from the ground up. We:

  • Start with the essential terms of the transaction
  • Brainstorm essential provisions and possible avenues of liability
  • Polish them with clear and concise language that can be read by someone without a legal background.

The end result is not simply something that is dusted off from out of a box and handed to the client, but one that is specially tailored to address the individuality of the situation.

Our documents go the extra mile and are available at a fair cost, given the amount of work that goes into each one. We know our clients appreciate the extra effort and we are happy to give it to them. A favorite saying in our office is, “Your success is our success.”

Our legal documents and the innovative drafting process that we undertake is a reflection of that philosophy.

Real Estate Matters

In addition to its primary corporate and tax practices, Brotman Law also maintains a sizeable real estate practice to better serve the firm’s individual and corporate clients.

Over the years, Mr. Brotman has been involved in numerous real estate transactions and landlord/tenant disputes. Previously, he served as counsel for dozens of property owners and managed property matters for several large commercial and residential real estate portfolios.

Mr. Brotman’s experience in the industry, dealing with everyone from banks and large institutional investors/landlords to single residential tenants, is a tremendous asset to his clients.

The following is an overview of the services that we offer at Brotman Law.

Lease Negotiations

Everything about real estate is location, location, location right?

Not quite. Part of the value with any property, whether to a landlord or a tenant, lies with the value of the lease that is put into place. That lease is the single most important governing document between the landlord and the tenant and is, therefore, of critical importance.

Lease negotiations start when one party expresses interest to the other. No matter what side is represented, a skilled real estate attorney must be aware of the interests of both parties in order to help their clients negotiate the best outcomes.

Often times, there is a lot of variance and flexibility in how lease terms can be structured. Structuring these lease terms favorably ensures maximum benefit to the party being represented.

Leases, like any legal document, are products of the specific negotiations between the parties and not form documents molded to “One Size Fits All.” Therefore, it is critical to have a representative who truly understands the terms of your lease, why certain terms are included and excluded, and the ramifications of each term.

At Brotman Law, we utilize our years of experience drafting lease documents with our practical experience in landlord/tenant disputes to provide better leases for our clients. That way, if a dispute does arise, you can be confident that you will be protected.

Landlord/Tenant Disputes

It would be great if landlords and tenants always got along, but unfortunately those of us in real estate know this is often not the case.

  • The most important thing in any landlord/tenant dispute is ensuring that the interests of the parties are properly protected and the dispute is thought of in the bigger picture.
  • Second, is trying to preserve a harmonious relationship between the landlord and tenant.

Although this is preferable in every business dealing, it is important to make sure that whatever resolution is negotiated, it is in your best interest. Understanding what the interests of the other party are in any particular dispute is critical to achieving your desire resolution.

Every landlord/tenant dispute, even in situations with strong landlords and strong leases, contain some negotiating leverage. How you and your representative choose to utilize these positions will make all the difference in your desired outcome.

At Brotman Law, we understand the ins and outs of landlord/tenant disputes and have been representing the interests of both landlords and tenants for several years. As a result, we have developed a keen system for determining what is in the best interest of the client and how to make sure that a particular resolution is in the client’s best interest.

This client-centric approach, looking at the bigger picture of what is at stake, has led to numerous successful outcomes for our clients. Mr. Brotman has been praised frequently, both as an advocate and as an adversary, for his fair and practical approach to resolving disputes.

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