The Kurzon Blawg
As a self regulating profession, lawyers (and anyone thinking of going to law school) should read this article by Professor Paul Campos called "The Law School Scam."
It was just reported in the New York Times how law schools have declining application levels near a thirty-year low. Presumably, this means less tuition money and hence less revenue. Maybe this will lead to cut-backs in lucrative salaries for deans of these fine institutions. But one law school, Thomas M. Cooley Law School, still has enough money presumably to keep suing us. The Honorable United States District Court Judge Laura Taylor Swain allowed us to file our amended verified complaint today alleging claims of defamation, prima facie tort and anti-SLAPP (violation of New York's Civil Rights Law 70-A et. seq.). The action will be stayed, however, pending dispositive motions before the Honorable United States District Court Judge Robert James Jonker in the Western District of Michigan. What are your thoughts? Please share on our Facebook page.
Since we wrote our open letter to Chief Judge Lippman, the New York Times reported yesterday a prediction that with declining applications to the nation's law schools, ten are likely to close over the next decade. We certainly hope so. And it cannot happen soon enough. We appreciate reform discussions such as Chief Judge Lippman recently considering the idea of only requiring law school to be two years instead of three.
The Supreme Judicial Court in Massachusetts recently amended its rules of professional conduct (as of January 1, 2013) to require lawyers to clearly communicate their fees to clients in writing. See an article by Bar Counsel Constance V. Vecchione, Counsel to the Mass. Board of Bar Overseers explaining the change. Long gone are the days when lawyers could send an invoice to their clients reading “For Professional Services Rendered” and then the amount owing. Clients deserve to know how much they are being charged and for what. In New York, Rule 1.5 does not require that the fee agreement be in writing (except in a few instances such as contingency fee matters or domestic relations matters). Rule 1.5(b) in New York reads in part:
A lawyer shall communicate to a client the scope of the representation and the basis or rate of the fee and expenses for which the client will be responsible. This information shall be communicated to the client before or within a reasonable time after commencement of the representation and shall be in writing where required by statute or court rule.
Hat tip to Massachusetts for amending the rule to make it clear that lawyers should heed their own advice. Write it down, good counselor, for everyone’s sake.
Thousands of law school graduates are graduating each year now saddled with a lifetime of debt that they may never be able to repay. This is a scam on taxpayers (who will bear the brunt of having federally guaranteed loans not repaid) and those eager students who dream of becoming a lawyer. We believe that the American Bar Association (ABA) has failed in its duties to new law graduates and that this failure is a result of its inability to properly regulate law schools. We have made a plea to the New York Court of Appeals to establish a task force to better regulate the legal academy. We use Thomas M. Cooley Law School as an example in our letter, as we believe them to be one of the worst offenders.
In what promises to be a unique evening of music, festivities and fellowship, the Network of Bar Leaders (NOBL) is hosting the First Annual Battle of the Bars. Lawyers got talent!
Join NOBL and its roster of talented bar members from the New York City Bar, NYCLA, The Asian American Bar, the Korean Bar, the Brooklyn Bar, The New York Women's Bar Association, the Metropolitan Black Bar, The Nigerian Bar Association, the Brehon Law Society and many others as they compete in the first annual Battle of the Bars .
event is on Thursday, June 7 at the Federal Courthouse at
To attend, please rsvp: firstname.lastname@example.org
A senior international lawyer this afternoon told me a story about how he saved his client millions of dollars in taxes by being called in to give a second opinion and helping to restructure a transaction involving access to waterways between cross border entities. I told him a story about one of my first clients after I hung my own shingle. I formed a New York not-for-profit corporation for her and then she told that she shared my work with another lawyer to "just to have it checked out." At first, I was a bit offended. I knew the work I did was top quality. What I forgot, and why I should not have been offended is that she was not a lawyer. There was no real way for her to judge the quality of my work. And in my previous big law life, it was routine to have my work checked by more senior attorneys - so routine, in fact, that I accepted it as normal without even questioning it.
This post we thought could be for fellow lawyers, but nearly 80% of the US economy is based on services, thus we hope it will be helpful to a large number of our clients and others seeking to develop business in their own field.
1. Recognize, that There is No Secret Rule. If there were, we would not be writing this blog post – we probably would not want to share the magic secret sauce. Your own unique, talent and skills are what make you who you are and you simply should make the best of them. You will be rewarded for your hard work and persistence. So put your pants on, pull them up tight and do what you do best. You will do great if you believe that you will. We do.
2. Act Like a Professional. You do not need to be the best dressed, the best looking or the smoothest talker. You do need to act like a professional. What this means is probably the subject of another post: e.g., if you are a lawyer, you need to always follow the Rules of Professional Conduct. If you are a doctor, really listen to your patients’ concerns. You know your industry and will aspire to the highest ethical and professional standard. If you do not know the answer to something, that is fine - say that you will look it up.
3. Do the Highest Quality Work. Your work is what defines you. Pay attention to detail. Despite your best efforts, a typo of some sort may send a client the wrong impression. Some attorneys get clients when their opposing counsel notices the caliber of their work and then refers them business. Your clients will tell their friends. Make your high school English teacher proud.
4. Admit Mistakes and Fix Them. Despite your hard work and highest quality work, lawyers are humans (insert joke) and humans err. When you recognize a mistake you made, point it out to your client and offer to fix it free of charge. Clients will respect your honesty. Sweeping a problem under the rug will make it fester and will likely lead to the loss of a client.
5. Everyone is a Potential Client. Some are of the belief that to develop clients you need to be a Johny Appleseed and spread your business card from here to Timbuktu. More importantly, it is important to treat everyone with equal respect as you never know who may need your services. When we launched our business in 2010, a senior lawyer came to our event and told us a prophecy that is true – you never know where your clients are going to come from.
6. Treat Your Clients How you Would Like to be Treated – You are probably charging your clients a lot of money. Do you really need to bill them every time they have a quick question you can answer in five minutes? Do you need to invoice them for stamps? This is the obvious “do not nickel and dime your clients,” but there is more. For example, you are really busy with a project and a client contacts you by e-mail. Do not ignore it. Especially a phone call. Clients will understand if you are busy, but you need to communicate since they want to know right away that you will eventually get to it and the when is less important than the certainty they desire that you will get to it.
7. Stay in Touch with Those You Meet. This is perhaps the hardest since everyone’s time is limited. Some people have described the concept of ‘touchpoints,’ which means the more you stay in contact with someone, the more likely they are to refer you business. Remember that Stevie Wonder song “I Just Called to Say I Love You?” Do not take this overboard, but if you find something of interest to one of your colleagues or friends, send it their way. They will appreciate that you were thinking of them, but only if it is sincere. Finally, along the same lines, it is always better to stay in touch with people in person than by telephone; it is always better to call someone than to email them; and it is always better to send a personal email than a mass email. Obvious, perhaps, but worth reminding you.
Thanks for reading and please feel free to share some of your rules in the comments section below. Special thanks to our former Intellectual Property Advisor, Rick Lehrer, for his contribution to this post.
By: Jeff Kurzon
Planning to Start Your New Business
Starting a business is one of the most exciting things you can do. Is it best to operate as a sole proprietor, a partnership, a limited liability company ("LLC") or a corporation? Are the benefits of limiting your liability worth the costs involved? If you are starting the business with a partner or an investor, what steps will you take to make decisions and resolve (and avoid) disputes? How will you deal with the inevitable departure of one of the business partners or investors? By having a good partnership, LLC operating or shareholders' agreement, you can help avoid the errors many enthusiastic entrepreneurs make when they hastily form a business relationship without these documents or try to do it by themselves.
In order for a business to grow and develop, it often needs the advice of an experienced attorney. Without the help of an in-house general counsel, the small company must rely on outside counsel to enter into a lease on the most favorable terms, or to develop standard form agreements for its customers, suppliers, employees and independent contractors. As well, privacy agreements are needed to protect the intellectual property belonging to the founder(s) or the company. Kurzon LLP can help with all these matters efficiently so as to help a start-up company preserve its limited capital.
Financing Your Business for Growth
In order for a business to really grow, it needs capital to make investments in equipment, supplies and human resources. Your company may be seeking to do a round of angel (or seed) capital to help you get going initially with friends and family. It is just as important to document a transaction thoroughly when dealing with close associates, family and friends due to the possibility of a dispute looming in the not-so-distant future, especially when the business is successful and there is something worth fighting for. If your business is past its initial capital stage, and would like to work with venture capital, it is essential that a small business have an experienced attorney to negotiate the terms that a venture capital firm will impose. In exchange for venture capital's commitment of time and monies to the company, they usually provide terms most favorable to them. Experienced attorneys are able to help the company navigate the onerous documentation that can come with financing, which can be negotiated to be more in the company's our founder(s)' favor. With regard to financing companies' growth, our corporate attorneys in NYC have experience in dealing with equity financing, bank loans, promissory notes, other forms of loan agreements, convertible notes and joint ventures, each of which may be an excellent way for your small business to raise capital and grow.
Often, the founder of a business or an investor would like to exit the business, either partially of fully. It may be related to a dispute with the other business owners or simply a desire to cash in on success. What are the restrictions on transfer of a stock? Will the transaction trigger any pre-emptive rights, co-sale or tag-along rights? If the entire business is being sold, we can help ensure the business purchase and sale agreement is accurately drafted. An experienced mergers and acquisitions lawyer should help draft and negotiate these agreements to avoid surprise and possible litigation later.
With all our clients and for all our practice areas, we seek to be skilled legal advisors, problem-solvers and trusted confidants to ensure thoroughness, candor and results.
Consider hiring us as your corporate attorneys in NYC. We are experienced business attorneys in New York.
Do you have a contract with a lot of fine print, or “legalese?” Or do you need a contract for a transaction your business is entering and are not sure where to find it? How well does your lawyer know your business? How well does your lawyer know your industry? How interested is your lawyer in getting to know more about your business? At Kurzon LLP, the maxim “thoroughness, candor and results” is not simply for litigation matters. We want to know the business that you are in and how we can help you achieve your goals. When you grow, we benefit too. This is at the heart of our slogan "Get to Know People."
There are many things to consider beyond efficiency (how much as a product of how long). Big firm or small firm? Our view is that your attorneys should save you time and money by avoiding pitfalls and helping to get your transaction done properly. A good comprehensive list of other considerations of what to consider when hiring an attorney for your business can be found here.
We have experience with the following types of contracts:
Employment Agreements and Independent Contractor Agreements
Settlement and Separation Agreements (including business divorce)
Assignment and Assumption Agreements
Corporate Formalities (Formation, Resolutions, By-Laws)
Shareholder, LLC and Partnership Agreements
Music Video Production Agreements
Privacy Agreements (non-disclosure)
Joint Venture Agreements
Finance Agreements (stock, loans, debt, convertible debt instruments)
Management Agreements (including fund management)
We have worked with clients in the realm of finance (including private equity), health care, film, music, real estate, design, clubs, not-for-profit organizations, consulting, the arts, retail, computer software development and social networking. We would love to get to know more about you and your business and to see how we can help. Please let us know if you think we can help.
For non-United States citizens, the American legal system may seem like a bit of a mystery. Essentially, our law is based on traditions inherited from England's common law system. While legislatures (federal, state and local) are primarily making the law, the "Common Law" systems place much emphasis on judicial interpretation of such laws and allows for judges to interpret legislative intent. For example, if a law is made that says "No vehicles are allowed in the park" one would expect a lawyer to go to court and fight such a law for their client if a police officer ticketed a mother with a baby stroller or a man in a wheelchair for having a vehicle in the park. Under different theories (some based on our constitution) this law would not be enforced against these people.
The Common Law can be found throughout the world where England had influence through its colonial expansion. In contrast, most other European nations use the "Civil Law" that places less importance on judge made law and relies more on what the civil codes say at the moment. This Civil Law tradition found throughout the world relies much on academic doctrine the way the Common Law relies on judicial outcomes, which allow attorneys to advise their clients.
There is no such thing as an "American Lawyer." An American (or non-US citizen) who has a license to practice law is licensed by the state in which they were admitted to practice law by the state licensing authority, which in New York, for example, is done by the Board of Law Examiners under the authority of the New York Court of Appeals, the highest state court in New York. Attorneys are admitted to practice in the federal courts if they are admitted to practice in a state and meet the requirements of admission set by each federal court. If an attorney is licensed in one state, often times it qualifies them through principles of reciprocity to practice in another state, but not always as each state makes its own rules. Our federal constitutional system separates powers between the federal and state lawmakers, such that, for example, family law is in the purview of state law makers, whereas laws relating to immigration or the importing of goods is under the purview of federal law.
Corporate attorneys and commercial litigators in NYC at Kurzon LLP have had international experiences (both academic and professional), that make us well qualified to advise non-US companies on doing business in the United States. We have attorneys who are licensed to practice in New York and Massachusetts, as well as many federal courts. Please let us know if you think we may be able to help you achieve your business goals, whether they are corporate or litigation based.
Tenants leasing commercial space always have some negotiating power beyond what price they are willing to pay per square foot. In a down market, tenant negotiating power may be increased. The main question to be asked is "Are you getting a fair deal?" Even if you think the answer is yes, it is strongly advisable to have an attorney review the commercial lease. What experienced attorneys often find among all the legalese are hidden costs and unreasonable risks, which the client should know about before they sign the lease.
Having an attorney negotiate your commercial lease will help you with understanding its contents. Often a company's most valuable asset is its lease (besides the people, of course). Some questions you should know the answer to when entering a commercial leasing include:
How is the commercial space measured? What are the common areas?
What are the maintenance obligations? HVAC responsibility?
What rent concessions are being given? Are there any work allowances?
What do the assignment and sublet clauses say? Do you want the owner to have a right to block the sale of your business?
What options do you have to renew and/or expand? A ROFO? A ROFR?
How is the liability set (is it personally guaranteed)? If it is personally guaranteed, then the guarantee should be limited as much as possible.
How are commercial leasing disputes to be resolved?
If you are not experienced with these questions, you may fall victim to some of these traps. Make sure you are prepared when entering a commercial lease as it will save you money down the road.
Kurzon LLP can help prospective tenants go through these and similar questions to help ensure they are getting the best commercial lease possible.
We also draft commercial leases for landlords and negotiate with tenants. There is no such thing as a "standard form commercial lease." Everything is negotiable and you see this in the riders to these "standard forms."
Please contact Jeff Kurzon if you would like a professional commercial lease attorney to review your commercial lease in NYC. Let us put our experience to work for you.
Nobody likes lawyers except when they need one. And sometimes even then. The profession is self-regulating, which means that lawyers must police one another to uphold the reputation of their trade. Unfortunately, the system has cracks and it may be no surprise that with over 150 law schools in the United States and close to 50,000 graduates per year, there are some bad apples in the profession.