The Business Dispute Law Blog by Bill Garrison

Under the Sarbanes-Oxley Act, complaints made by whistleblowers (persons who maintain and act upon a subjectively- and objectively-reasonable belief of corporate wrongdoing) represent a very significant potential source of civil and criminal liability. 
A company can minimize such risk by taking the few important actions suggested by the authors of "Whistleblowing Claims Under Sarbanes-Oxley":
1. Publish to all employees policies and procedures intended to [...]

Never do what?  Choose a Business Form silly!  Here are 10 great reasons why:
10. Contracts. Most businesses execute contracts for space, services, and supplies. Businesses often have agreements between partners, investors, and employees. It is important to get it right so you don’t end up in court.
9. Registering, Licensing, and Permits. Some business entities [...]

THE DO’s
DO know the tax and personal liability consequences of a business entity before making your choice.

DO develop a business plan. Your business plan may dictate the options you have in choosing a business form.
DO strictly meet the state requirements if your business entity is required to file organizing documents with the state.
DO ask your [...]

1. Cost. A sole proprietorship or general partnership can be set up very inexpensively. A limited partnership and a limited liability company are more expensive to set up. Setting up a corporation can be a very expensive undertaking.
2. Ease. A sole proprietorship is easy to set up; sometimes all it takes is opening up [...]

Many Texas businesses (who operate exclusively in Texas) are organized as Delaware LLCs (my good friends at Weblogs Work are organized this way).  The low filing costs are cited as the reasoning behind the selection, but the long term costs quickly outstrip the upfront cost savings.  And as Francis Pileggi from The Delaware Corporate and [...]

As a follow-up to my previous post, The Most Important Contract, I found an interesting post by Chris Mercer from Mercer Capital titled, Your Corporate Buy-Sell Agreement: Ticking Time Bomb or Reasonable Resolution? 

Chris describes some basic problems he sees with Buy-Sell Agreements:

     • Never updated (10 year old agreements might be a bad idea) [...]

Ironically the buy-sell agreement is the most imporant contract most business owners never take the time to make. California lawyer Clark Allison has a two part series covering Buy-Sell Agreements. His first example described the death of a partner whose family inherits his partner’s share of the business. Clark assumes that the [...]