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Factors to consider when choosing a business form - Part 2

Forming a corporation is no small undertaking. Yet there may be reasons for a family business or other form of equity ownership among individuals to make this choice.

Limited liability and corporate forms are generally more conducive to raising capital because investors are shielded form individual liability. A corporation, with its accompanying organizational and formation documents, may be better suited to handle a business’s rapid development and growth. Perhaps a company is launching a potentially risky project and the original owners want to be shielded from personal liability from operational debts and taxes.

Factors to consider when choosing a business form

Even a cursory look at the corporations website maintained by the Massachusetts Secretary of State suggests complexity. From the choice of a business entity to operations and tax liabilities, there are a patchwork of state and federal laws that apply to businesses.

A law firm that focuses on corporate law can provide perspective to businesses at every step in this journey. When choosing between different business organizational forms, there are many factors to consider, and every client’s unique needs might accord them different weighting.

Tips for negotiating a commercial lease - Part 2

This second installment in our blog series devoted to commercial leases examines some of the strategic points to consider in lease negotiations.

Price is probably the first lease term that comes to mind. Yet this term is also highly subjective, depending on factors such as the location of the commercial neighborhood, its reputation, and other details. It is important to research the neighborhood and understand the relevant market before entering negotiations.

Tips for negotiating a commercial lease - Part 1

This two-part blog series is devoted to commercial leases: tips for negotiating advantageous terms, as well as guidelines for evaluating whether it might be time to move on.

As context, consider the example of Manhattan’s Park Avenue office district. The name is often associated with big corporations and investment firms. However, a recent article profiled several big-name departures, questioning whether the landlords might have vacant lease properties to fill in upcoming years.

Could a commercial lawsuit bankrupt your business?

In a recent post, we described the consequences of a zoning challenge to a real estate project. However, a legal dispute can be equally devastating to a company's business operations. Small wonder, then, that a new type of safeguard has arisen: litigation funding.

The model offers investment opportunities in commercial lawsuits, somewhat analogous to making a side bet on the lawsuit's outcome. Funds are raised to help the corporate defendant mount a strong defense, and investors can reap a payout if the defense is successful and the court rules in favor of the company.

Zoning lawsuit brings Massachusetts condo project to halt

A zoning lawsuit can seriously delay a construction project, racking up substantial fees and potentially other consequences. With the help of a real estate and commercial law firm, however, such delays might be avoided. If that's not possible, the opportunity for a settlement might arise through negotiations.

In a recent example, a third party challenge to an approval from a Massachusetts zoning authority has effectively put a proposed six-building, 200-unit condo project on the back burner for nearly two years.

Can a Massachusetts company sue over trade secret violations?

Protecting intellectual property can be vital to a business’ success, which explains why disputes over violations of trade secret protections are a part of commercial litigation. In fact, one commentator recently observed that nearly every in-house lawyer’s career includes at least one experience responding to an issue involving a breach or violation of confidential corporate information.

Interestingly, Massachusetts is not among the 47 American states that have adopted the Uniform Trade Secrets Act in one form or another. However, that does not mean that a business has no cause of action if its intellectual property is embezzled, stolen, unlawfully taken, copied or obtained fraudulently or deceptively.

Massachusetts Port Authority files breach of contract suit

Price is probably one of the first details that companies discuss when entering into contract negotiations. Similarly, price is also typically considered one of the essential elements of a business contract. Yet a recent lawsuit, brought by the Massachusetts Port Authority, demonstrates that even this detail can give rise to commercial litigation.

According to the complaint, Massport entered into two contracts with Granite City Electric Supply, an electrical supplies distributor based out of Quincy, for electrical supplies. The contracts were executed in 2008 and 2012. The two entities agreed on set prices for the products, to be ordered over a period of four and three years, respectively.

Why are Massachusetts lawmakers debating non-compete agreements?

Commercial trade secrets can be the lifeblood of a company’s competitive edge. Yet there is a debate in Massachusetts over how best to protect these rights.

As background, non-compete agreements are a contractual way to protect a company’s secrets. An agreement might require an employee to refrain from working in a particular industry for a period of time after leaving his or her job, perhaps for a year. The rationale is aimed at preventing a worker from jumping ship to go to a competing business, or to start his or her own new company based on the company’s established model. If a non-compete agreement is not honored, a company has the legal option to sue a former employee.

Estate planning tip: consider a living revocable trust

After an individual’s passing, the reason that a will must be probated is that a court must officially transfer title of the deceased’s assets to the named beneficiaries. A living revocable trust circumvents this requirement because it transfers title to the trust, all while an individual is still alive.

Yet the real benefit of this type of trust is that the creator of the trust, or trustor, also functions as the trustee and beneficiary. He or she may fund the living revocable trust by changing title to the trustee. Since complete control over the trust is retained, including the option of defunding the trust, the IRS does not view this as a change in an individual’s tax liabilities.

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