Business Lawyers
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Meet some of our Business Lawyers
Dean F.
Ferraro Law Firm was founded by Dean C. Ferraro. Dean earned his Bachelor's Degree from California State Polytechnic University, Pomona ("Cal Poly Pomona") in 1992 and his J.D. Degree from the University of Mississippi School of Law ("Ole Miss") in 1996. He is licensed to practice law in the State Courts of Colorado, Tennessee, and California. Dean is also admitted to practice before the United States District Courts of Colorado (District of Colorado), California (Central District), and Tennessee (Eastern District). Shortly after earning his law license and working for a private law firm, Dean joined the District Attorney's office, where he worked for five successful years as one of the leading prosecuting attorneys in the State of Tennessee. After seven years of practicing law in Tennessee, Dean moved back to his birth state and practiced law in California from 2003-2015. In 2015, Dean moved with his family to Colorado, practicing law in beautiful Castle Rock, where he is recognized as a highly-effective attorney, well-versed in many areas of law. Dean's career has entailed practicing multiple areas of law, including civil litigation with a large law firm, prosecuting criminal cases as an Assistant District Attorney, In-House Counsel for Safeco Insurance, and as the founding member of an online law group that helped thousands of people get affordable legal services. Pursuing his passion for helping others, Dean now utilizes his legal and entrepreneurial experience to help his clients in their personal and business lives. Dean is also a bestselling author of two legal thrillers, Murder in Santa Barbara and Murder in Vail. He currently is working on his next legal thriller, The Grove Conspiracy, set to be published in 2023.
"I would highly recommend Contract Counsel to friends or family. I received bids relatively quickly and was able to find the best fit for my situation."
Jason P.
Jason is a self-starting, go-getting lawyer who takes a pragmatic approach to helping his clients. He co-founded Fortify Law because he was not satisfied with the traditional approach to providing legal services. He firmly believes that legal costs should be predictable, transparent and value-driven. Jason’s entrepreneurial mindset enables him to better understand his clients’ needs. His first taste of entrepreneurship came from an early age when he helped manage his family’s small free range cattle farm. Every morning, before school, he would deliver hay to a herd of 50 hungry cows. In addition, he was responsible for sweeping "the shop" at his parent's 40-employee HVAC business. Before becoming a lawyer, he clerked at the Lewis & Clark Small Business Legal Clinic where he handled a diverse range of legal issues including establishing new businesses, registering trademarks, and drafting contracts. He also spent time working with the in-house team at adidas® where, among other things, he reviewed and negotiated complex agreements and created training materials for employees. He also previously worked with Meriwether Group, a Portland-based business consulting firm focused on accelerating the growth of disruptive consumer brands and facilitating founder exits. These experiences have enabled Jason to not only understand the unique legal hurdles that can threaten a business, but also help position them for growth. Jason's practice focuses on Business and Intellectual Property Law, including: -Reviewing and negotiating contracts -Resolving internal corporate disputes -Creating employment and HR policies -Registering and protecting intellectual property -Forming new businesses and subsidiaries -Facilitating Business mergers, acquisitions, and exit strategies -Conducting international business transactions In his free time, Jason is an adventure junkie and gear-head. He especially enjoys backpacking, kayaking, and snowboarding. He is also a technology enthusiast, craft beer connoisseur, and avid soccer player.
"Very nice! Great on responding back and being available! Recommend 100% !"
November 2, 2022
David W.
Founder David W. Weygandt, the Singing Lawyer, is passionate about helping families and businesses stay in tune with what they care about and avoid conflict. When injustice has been done, David is proud to stand up to the modern Goliath and vindicate your rights on your behalf. David lives and practices law in The Woodlands, Texas, and assists clients all across Texas.
Ari G.
Ari is a transactional attorney with substantial experience serving clients in regulated industries. He has worked extensively with companies in regulated state cannabis markets on developing governance documents (LLC operating agreements, corporate bylaws, etc...), as well as drafting and negotiating all manner of business and real estate contracts.
January 24, 2023
Jessica F.
I'm a knowledgable and experienced New York licensed attorney with strong contract drafting and negotiation skills, a sophisticated business acumen, and a background working in entertainment and technology law.
Evan F.
Evan Ficaj Law Firm empowers Michigan entrepreneurs with personalized legal solutions in M&A, LLC, business, contract, entertainment, trademark, and copyright law.
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Business Legal Questions and Answers
Business
Business Entity
Ohio
Can a sole proprietorship be converted into a corporation?
I currently operate a small business as a sole proprietorship, but as my business has grown, I am considering converting it into a corporation for liability protection and potential tax advantages. I would like to know if it is possible to convert my sole proprietorship into a corporation, and if so, what steps would be involved in the process and any legal implications I should be aware of.
Gary S.
Hello. Thank you for the opportunity to respond to this question. Yes, you can absolutely transfer your sole proprietorship into a corporation. There are some steps involved, but it is regularly done as a business grows. You may also want to consider a limited liability company as well. So here are key steps to consider: 1. Entity Type and Tax Considerations Decide whether an LLC or corporation better fits your goals. LLC - simpler compliance, pass-through taxation (by default), flexible structure. Corporation (C or S) - better for raising capital, issuing shares, or planning for future investors. Tax implications: Moving from a sole proprietorship to a new entity can change how your income is taxed. You will need to work with a tax professional to determine how the new entity will be taxed. 2. Form the New Entity This creates the legal shell to replace your sole proprietorship. You will choose your state of formation (typically your home state), file your formation documents, pay state filing fees, designate a registered agent for your business, and draft required internal governance documents. 3. Transfer the Business Assets You need to legally move your sole proprietorship’s assets into the new entity. This involves assigning the physical assets, contracts, insurance policies, customer lists, and intellectual property to the new entity, closing and reopening bank accounts to the new entity (you will need a new EIN for the new entity), transferring any licenses, permits, and tax registrations, and notifying vendors and clients of the new entity. You also need to update payroll tax accounts if you have employees. 4. Compliance Going Forward There will be new compliance obligations with any new entity, such as potential annual reports and renewal fees to your state, you must keep business and personal finances 100% separate, and there are typically formalities that must be maintained (especially for corporations), such as minutes, resolutions, stock ledgers. However, LLC’s typically have far less formalities. Please note: This response is for general informational purposes only and does not create an attorney–client relationship. You should consult a qualified attorney and tax professional for advice regarding your specific situation.
Business
Affidavit
Illinois
Lien on business name
My husband and I started a transportation company recently and learned a Lein has been put on the business by a company we have never heard of nor have any affiliation with
T. Phillip B.
Are you talking about a UCC lien? See 810 ILCS 5/9-501 et seq. for some information about fraudulent filings. The Secretary of State also has a form for an Affidavit of Fraudulent Record which you could file. Additionally, you could file a termination which is also available with the Secretary of State.
Business
Terms and Conditions
New York
How much would it be to draft Terms and Conditions for our App?
We are a mobile app that lets homebakers post free baked goods (feature called 'poom') to be claimed by neighbors. Any one can bake and share. No money is exchanged.
Ema T.
The pricing for drafting terms and conditions depends on the complexity of your services and business. The cost can vary significantly. Lawyers can charge anywhere between $500 to $5,000. Any information provided as an answer to these questions does not constitute legal advice and does not create an attorney-client relationship between the attorney and anyone in relation to any information provided under the Q & A section of this website.
Business
Multi-Member LLC Operating Agreement
New York
Can a multi-member LLC operating agreement be amended without the unanimous consent of all members?
I am a member of a multi-member LLC and we currently have an operating agreement in place that was agreed upon by all members at the time of formation. However, there have been changes in the business and we need to make some amendments to the operating agreement to reflect these changes. One of the members is now refusing to give their consent to the proposed amendments, claiming that unanimous consent is required. I would like to know if it is possible to amend the operating agreement without the unanimous consent of all members, and if so, what steps need to be taken to do so legally.
Damien B.
Hello! This is Attorney Damien Bosco. My law office is in Forest Hills, Queens County, New York City. My practice covers the New York City metropolitan area and Long Island. In some situations, I also handle matters throughout New York State. Under New York law, the requirements for amending an LLC's operating agreement are generally governed by the terms specified in the operating agreement. The operating agreement typically outlines how amendments can be made. This could require: - Unanimous Consent: All members must agree to any changes. - Majority or Supermajority Vote: A specified percentage (e.g., a majority or supermajority) of members' votes is sufficient to approve amendments. - Specific Procedures: Specific procedures or conditions under which amendments can be proposed and approved. If the operating agreement is silent on the amendment process, New York law generally defaults to requiring a majority vote for decisions unless otherwise stated. However, case law research may be necessary to confirm that a majority vote suffices for amending an operating agreement when the agreement is silent on the subject, especially if it adversely affects a minority member. In other words, although a majority vote to amend may be permissible, minority members do have some rights. A squeeze-out, also known as a freeze-out, is when a majority member of a limited liability company (LLC) takes actions to reduce or eliminate a minority member's involvement in the business It may be best for you to have a legal consultation with an attorney about this.
Business
Master Services Agreement
California
What are the baseline terms I need in my MSA?
I am working on putting together a larger agreement that can cover everything that I do. I am a Digital Marketing agency and there are a lot of services we provide - Google Ads, SEO, backlinking, content writing, etc. I want to know what should go in my MSA.
Donya G.
Some of the baseline terms will be 1) services offered 2) time of delivery of the services 3) amount to be paid for the services 4) the responsibilities of the parties 5) what happens if the parties do not agree. DISCLAIMER The answers to these questions do not constitute legal advice and does not create an attorney-client relationship with the attorney and anyone who reviews these responses.
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