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Saturday, March 3, 2012

Using a business lawyer without gagging

Barf.  My eight your old daughter hates everything about it.  The smell, the sound, and the consistency cause her great discomfort.  Just the thought of it causes her to tremble and brings tears to her eyes.  Many feel the same way about lawyers as my daughter feels about barf.  While I have never had anyone dry heave at the mere sight of me, I certainly have detected feelings of great discomfort in my interactions with people.  Despite their discomfort with lawyers, businesses should use lawyers. 

One time during a pickup basketball game a gentleman with a military crew cut left a lasting impact on me.  His respect for the fundamentals of basketball was impressive.  He was an effective communicator on the court, a floor general even.  When he would set a screen he would scream (not yell – scream), “USE ME!”  As a participant I did not feel like I had any choice but to try and “use him” by utilizing the precision-like screen that had been set for my benefit.  I shudder to think what might have happened had I failed to do so.  While falling short of an outright demand for use, this article contains the top four benefits of using a business lawyer regularly (as formulated by the smartest business lawyer I have met – Winston Beard).

4.  Participation in board meetings.  The best way for businesses to regularly consult with lawyers is to have the business lawyer participate in regular planning or board meetings.  Sound advice is obtained before strategies are formulated or decisions are made.  A good business lawyer will not interfere with the business but should alert the business person to potential problems or opportunities.  Some law firms offer affordable programs to allow this type of participation in a cost effective manner.    Involving a lawyer as part of the planning process makes it less likely that a business will be mired in litigation down the road. 

3.  A business lawyer has an understanding of Idaho’s complex LLC law.   The LLC is the most complex of all business organizations, and Idaho adopted a completely new LLC law in the summer of 2008.  It is easy to file a certificate of organization for an LLC, but the simplicity of merely forming the business with the secretary of state belies a complex set of tax regulations and legal rules.

2.  A business lawyer offers advice based on profitability and strategy.  A business person can get legal advice from many different sources.  However, businesses should avoid relying on improper sources for their legal advice.  It is February and my Christmas tree is still decorated and standing in my living room.  It is currently functioning as a night light.  While there may be some benefit gained from this use, its true purpose has come and gone.  Similarly, when businesses rely on accountants and trade associations for legal advice, they could gain some benefit, but these advisers may not focus on, or even be aware of, the right legal issues.

 

1. Simple and concise business documents.  A good legal document should be concise, readable, and understandable by the business person for whom it is written.  Good business documents are straight-forward, eliminating the possibility of misunderstanding down the road.  It is common for a business person to draft his or her own business documents, to copy one from another business, or, even worse, to download legal documents from the internet.  Often these documents contain arcane legalese and ambiguities, and they may even be based on another state’s laws.  These deficiencies invite disputes and costly litigation.  If handshake deals are a litigator’s dream, ambiguous legal documents pay for a litigator’s vacation home.

 

If you are a business person who feels the same way about lawyers as my daughter does about barf, the reality is you need to find a way to deal with it.  So, put on a pair of rubber gloves, keep your hand sanitizer on your person at all times, strap on your surgical mask, and contact a business lawyer.  Maybe – just maybe – it will not be as bad as you think.

Jeff Brunson is an attorney and shareholder at Beard St. Clair Gaffney PA.  The opinions contained are his own and nothing written should be construed as legal advice.  Jeff's practice involves litigation, business disputes, and estate disputes.  He can be reached at his Rexburg office, 520 First American Circle, (208) 359-5883, jeff@beardstclair.com or follow him on Twitter @jeffbrunson.

Staff at 2:58 PM
Business Law
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