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The Kurzon Blawg

What's in Your Mayonnaise?

by Kurzon LLP on 10/27/14

Do you know what is in your food? The big-food industry has taken consistent steps to block labeling of GMO foods. Legislatures at the state and federal level often prove spineless when it comes to consumer safety as our politicians are paid by the big-food industry to stay quiet (so as to most easily keep their positions of privilege and power). It is estimated that more than 90% of the soy we consume in the United States is now GMO based. Together with soy, the American diet is heavy on GMO sugar, corn and wheat. 

Why does this matter? New studies are emerging drawing into the question the safety of glyphosate, which is the molecule that is commonly used in the herbicide on GMO crops. The plants absorb the glyphosate and then we ingest it in our food. For example, Moms Across America has cited research showing that glyphosate is present in breast milk. Other studies question whether the increased use of glyphosate is linked to birth defects, autism, inflammatory bowel disease, obesity, cancer and other health problems.

Today we wrote to Unilever, the maker of Hellman's Mayonnaise, to ask about the level of glyphosate in their brand of mayonnaise since its principal ingredient is soybean oil (we do not know whether they use GMO based soybean oil, although the odds seem pretty good). We have a client who would like to know. To see a copy of the letter, click here

If you have any information or concerns about the use and safety of glyphosate, please let us know via our contact page

The Law-School #Scam Redux

by Kurzon LLP on 09/24/14

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." 


We are proud to be the firm that brought some of the initial litigation against the law schools for deceptive marketing. While not successful in recovering monetary damages for our clients (caveat emptor unfortunately seemed to rule the day), plaintiffs and attorneys can be proud that the ABA changed its reporting rules. Now law schools must report whether the jobs its graduates obtain even required a law degree in the first place. The result of this is college graduates - the consumers - have decided to not apply to law school because they know that it is a poor investment decision (intangibles aside). Why risk having $200,000 in non-bankruptcy dischargeable debt if there is no reasonable way to pay it back in your lifetime? The free market is helping with law school applications and admissions declining, but this is not the only answer.

No doubt studying law is a luxury and anyone who can afford it benefits. This could be said as well about advanced studies in art history, biology or computer programming. The important issue that Campos raises however is that the idea the degree should pay for itself is now not true with law school. Some things are still rotten in Denmark and something is still amiss in the legal profession: Students are graduating with enormous amounts of debt, many lawyers since the start of the Great Recession have had trouble finding steady work, and the industry seems to be a bit turned upside down generally. (See for example, the Wall Street Journal reporting that law firms are now competing with their own clients).

Doctors graduate from medical school with large debts but then find work as doctors and make a decent living. It would be great if the same were true for law school. And the only way that this will happen is if the American Bar Association stops accrediting schools that will accept nearly anyone to help finance the exorbitant salaries of law school deans.  Based on lackluster bar passage rates of their graduates, the American Bar Association should also consider seriously de-accrediting some law schools since the only interest they seem to be serving is giving the administrators and professors jobs. We need to better regulate how law school advertising is ubiquitous (or do away with it entirely) and state attorney generals need to better scrutinize the spending that these "non-profits" get away with such as paying their deans $500,000 a year when the majority of their students graduate debt ridden and jobless.

Beyond the ABA who helped get the profession into this mess, however, the United States Congress needs to address the issue of giving schools the right to profit from these students. For-profit or not-for-profit, if the school is not serving the common good, it should not have access to the easy money train that Federal Direct Loan Plus Program created. With the non-bankruptcy dischargeable loans, Congress created a "privatized profits and socialized losses" situation that it needs to fix.

Finally, since we know Congress is filled with entrenched elites skilled mostly at blaming the other side of the aisle (or Obama) for all problems near and far, the highest courts of each state should reclaim their inherent authority from the ABA and regulate law schools themselves. Rather than give a blanket "if the school is approved by the ABA, then their students can take the bar exam" the New York Court of Appeals, for example, could create a list of law schools for which it allows students to take the exam. Why give a student a $200,000 bill and then tell them that they are not smart enough to pass the bar? Save them (and possibly the taxpayers) the trouble.  We welcome your comments and feedback on our contact form. 

New Pro Bono Requirements in New York

by Kurzon LLP on 05/08/13

Chief Judge Jonathan Lippman announced last week new reporting rules for attorneys. Effective May 1, 2013 every attorney admitted to practice law in New York will be required to report the following information when filing their biennial attorney registration statement:

(1) the number of hours voluntarily spent providing unpaid legal services to poor
and underserved clients during the previous biennial registration period; and
(2) the amount of voluntary financial contributions made to organizations
primarily or substantially engaged in providing legal services to the poor and
underserved during the previous biennial registration period.

As well, the number of pro bono service hours that each lawyer should aspire to give to the underserved is 50 hours per year (increased from 20); although this requirement remains voluntary.

Judge Lippman said, “While the legal profession in our state selflessly provides millions of hours of pro bono work to help people of limited means each year, the civil legal needs of low income New Yorkers are enormous and continue to grow as a result of the uncertain economy and the recent devastation of Superstorm Sandy. I have every confidence that the steps we take today will help increase pro bono service and narrow the enormous access to justice gap in our state." 

Kurzon LLP currently represents three clients on a pro bono basis, each of which are not-for-profit organizations in the state of New York. We applaud this rule change and the reform efforts of Chief Judge Lippman. 

More information concerning the new reporting requirements is available at www.nycourts.gov/attorneys/probono.

One Law School Seems to Still Have Money to Sue its Critics

by Kurzon LLP on 02/01/13

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.  

Ten Law Schools Predicted to Close in the Next Decade - Is this Enough?

by Kurzon LLP on 01/31/13

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 nations' 202 ABA approved law schools are mostly not-for-profit corporations, which are regulated by attorney generals and the Internal Revenue Service. They are supposed to be run for the benefit of everyone, but are they really?. We agree with the Boston Sunday Globe, which wrote on January 20, 2013 that "both should take a hard  look at New England Law" in reference to their Dean's salary of over $800,000 per year and the need for the MA Attorney General and the IRS to scrutinize the New England Law School's Board's decision to pay the dean such an exorbitant amount while its graduates struggle.  

However, let's not scapegoat New England Law, let's take a hard look at other schools that perpetuate a similar #Scam of high tuition fueled by taxpayer sponsored debt that only leads to law graduates with an average of $125,000 in debt and dismal or no job prospects. Can you imagine a CEO of a public company lasting as long as these law deans who regularly make over $500,000 per year with disastrous results for their graduates, a scheme only perpetrated with the help of millions of dollars in advertising (also fueled by tax-payer financed student tuition dollars)? Are the boards of these law schools asleep, complacent or just stupid?

Fortunately, since the time we filed class actions against Thomas M. Cooley Law School and New York Law School, the ABA now believes in truth in advertising and the law schools are no longer allowed to report their bogus post-graduate employment results.

Thankfully the market seems to be self-correcting as prospective law students wise up to the game. However, we would like to see more aggressive action by regulators to hold law deans and their boards accountable for their game of high salaries, high advertising budgets, high tuition and then no jobs. The game is hopefully almost over for some of these schools as the market will simply not support it. The ABA (also a "not-for-profit" that derives its delegated powers from the highest court of each state), the IRS and each state's attorney general should ask why are they protecting these Deans' high salaries and not the more vulnerable members of our society who are those young graduates just starting their careers with an average of $125,000 in non-bankruptcy dischargeable debt and truly dismal job prospects.

Lawyers, Heed Your Own Advice and Write it Down

by Kurzon LLP on 12/19/12

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. 

On the Failing Legal Academy

by Kurzon LLP on 10/19/12

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. 

Obama’s DREAM ACT Announcement: Buyer Beware

by Kurzon LLP on 06/25/12

By: Michael Z. Goldman, Esq.

On June 15, 2012, President Obama announced that his administration will soon begin to grant benefits to certain individuals who may have qualified for relief under the never-passed DREAM Act.  Those that qualify will be granted work authorization and a temporary promise not to be removed from the United States.  An Immigration & Customs Enforcement (“ICE”) Memorandum explaining the announcement and providing a fairly detailed set of questions and answers can be read HERE.

Who Qualifies?

As of the date of this post, the Obama Administration has explained that qualifying individuals will have:

1. Come to the United States under the age of sixteen.

2. Continuously resided in the United States for a least five years as of June 15, 2012, and were present in the United States on June 15, 2012.

3. Graduated from high school or are currently in school, obtained a GED, or have been honorably discharged from the Coast Guard or Armed Forces of the United States.

4. Not been convicted of a felony offense, a significant misdemeanor offense, multiple misdemeanor offenses, or otherwise pose a threat to national security or public safety.

5. Are under 31 as of June 15, 2012.

“Buyer Beware”

For those DREAMERS currently in removal proceedings, President Obama’s announcement is unquestionably a game-changer —  a possibility of a temporary, and even a long-term reprieve from the prospect of being removed from the United States.

Other DREAMERS not currently in removal proceedings are also understandably excited about the prospect of being able to remain in this country and work legally.  But, “buyer beware.”  DREAMERS must temper their excitement with the following “fine print”:

(1) President Obama’s announcement does not create a path to a green card or citizenship.

(2) Even where deferred action is granted, DREAMERS must re-apply every two years.

(3) President Obama’s policy could be reversed this November by a Republican President, or, anytime in the future for that matter.

Therefore, DREAMERS not in removal proceedings must balance their need for work authorization with the risk of announcing their presence to the United States government.  This should be a carefully considered decision.  Any attorney advising a DREAMER concerning DREAM ACT relief MUST advise the client of the potential risks involved with filing for benefits or he is failing to perform his ethical duty to properly advise.

Finally, while on the point of unscrupulous attorneys, as of the date of this blog post, no specific instructions have been published by the Obama Administration detailing how DREAMERS can file applications for benefits.  Any lawyer (or non-lawyer) advising DREAMERS they can submit applications now should not be trusted.

NOBL to Host First Annual Battle of the Bars (Legal Idol)

by Kurzon LLP on 06/03/12

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 .

The event is on Thursday, June 7 at the Federal Courthouse at 500 Pearl Street in Manhattan. Performers should arrive by 6 pm.  Doors open to the public at 6:45.

To attend, please rsvp: networkofbarleaders@gmail.com

Details can also be found on NOBL's website: www.networkofbarleaders.org and a full program of the performances and talent can be found here.

Tim Wirch to Moderate Panel on Corporate Governance

by Kurzon LLP on 05/25/12

Tim Wirch (Of Counsel Attorney at Kurzon LLP) will moderate a panel discussion on corporate governance, including the Foreign Corrupt Practices Act, board of directors and management responsibility, at Debevoise & Plimpton LLP on June 19, 2012 from 8am  to 10am. Speakers include Mark Califano, SVP and Managing Counsel for Litigation at American Expess, Jonathan Green, Counsel, Complex Commercial Litigation at Kaye Scholer LLP and Jonathan Tuttle, Partner in the Litigation Department at Debevoise. 1.5 CLE credits will be offered. You may learn more about the NGLCCNY here. For more information, full details of the invite can be found here. To RSVP, e-mail VIP [at] nglccny.org.


Should You Get a Second Legal Opinion? Yes - And Here is Why.

by Kurzon LLP on 05/02/12

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.


Some of the reasons on why you should get a second opinion, whether it is a corporate or litigation matter, include "your case is costing a lot but you are not seeing results or value for those costs" and "you suspect improper, incompetent or insufficient handling" of a matter. Of course, if you bring your car to a mechanic, pay a hefty bill, and then your car does not work, you are going to get a second opinion.

However, often the car runs fine. But are you sure about what you paid for if you are not a mechanic? 

The best reason to get a second opinion is simply peace of mind. People hire lawyers because something of value is at stake - whether it is managing a risk, prosecuting or defending a claim, or making a deal happen - and therefore, the thought goes, they want it done right. However, without a $150,000 law degree and many years in practice, the non-lawyer is usually not in a position to judge a lawyer's work. While sophisticated business people often know more than many lawyers, the usual scenario is that they are hiring their lawyer or lawyers to look out for their best interests (as fiduciaries and counselors) and add value to the matter at hand. If you have any doubt, a second opinion is right for you. And the more value is at stake, the more sense it makes to just do it.

But then do you need a second opinion on your second opinion? If the second opinion reveals that your lawyer is handling the matter professionally and at market rates, probably not. If the second opinion raises issues pertaining to the quality of your lawyer's work, their cost, their availability to you as a resource or any other number of issues, you can choose to do a number of things. First would be to address your attorney(s) with those concerns. This could be a warning sign for them that if the problem is not fixed, you will exercise your right to terminate the relationship and find new counsel. If your attorney does not handle your concerns such as to satisfy them, you may then wish to seek opinion of a third counsel. This process can go on and on. 

Fret thee not, as it would not be reasonable to hire ten attorneys to help you draft your last will.  However, public company executives, acting on behalf of shareholders, should definitely hire a second set of eyes to watch their legal counsel.  Relationships between in-house counsel and outside counsel may create a conflict, or in-house counsel, where they exist, may not have experience in the field for which outside counsel is hired. Those individuals or smaller companies without in-house counsel who regularly hire attorneys should consider doing it every so often as well. The second opinion will provide you the peace of mind that your lawyer is really looking out for you. And when we have clients who seek second opinions, rather than take offense, we welcome it as we know it will ultimately improve the quality of service we provide. 

Updating your Corporate Records to Preserve Limited Liability and Protect Your Assets

by Kurzon LLP on 04/16/12

King Longshanks is quoted in Braveheart as saying "The trouble with Scotland is that it is full of Scots." It may also be said that the trouble with the legal profession is that it is full of lawyers. And yet often by the time you really need one, the trouble caused is a lot worse than if you hired one to prevent the problem in the first place.

Lawyers are expensive, but this may be more perception than reality. While the advent of companies like Legal Zoom have made it easy for anyone to start a business and become a business owner, many of these business formation companies do not offer legal advice. And what this typically results in, is that a business owner is left with a lot of unanswered questions and is not assured that their company will actually provide them limited liability.

Our firm will ask you questions and examine your corporate documents to make sure that they are in order. Our goal for our clients is to make sure that everything is up to speed, to answer your questions, and then to have you refer us to your business owner colleagues.

You want to run your business with the peace of mind that you have limited liability. You want to be sure you have taken all the required steps. Often times entrepreneurs are in such a rush to get their business doors open, that they forget that their corporation needs an annual meeting of shareholders (we can provide the paperwork) or that they have a limited amount of time to sign their LLC's operating agreement. By not respecting the corporate form, you jeopardize your legal entity status and put your personal assets at risk.

We are happy to help draft your LLC operating agreement for single or multi-members. And we are happy to draft your corporate minutes and annual meetings.

Contact us today to set up an appointment to have your legal entity analyzed and your questions answered to make sure that you are managing your business the right way.

We initially announced this in a post calling it Corporate Legal Diagnostics (TM) in an effort to help small businesses and entrepreneurs in New York ensure that they are in legal compliance with state and local laws with their business. 


Seven Rules of Client Development for those in the Service Industry

by Kurzon LLP on 03/30/12

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.  

 

Book Review: The End of Cheap China – Economic and Cultural Trends that Will Disrupt the World by Shaun Rein

by Kurzon LLP on 03/24/12

By: Jeff Kurzon 


CEOs, marketers, production supervisors and even American consumers would be well served by reading Shaun Rein’s first book, the End of Cheap China. The book is filled with action items at the end of each chapter to help display and counter thinking of myths related to China’s rise since the tumultuous Cultural Revolution. Each action item offers solutions for those seeking to do business with China or Chinese consumers. 

Rein is of mixed Chinese and Jewish heritage and after growing up in and attending the best schools that North America has to offer has spent his adult life in China. The book is part history, part anthropology and part business, written from the perspective of an outsider with an intimate knowledge that can only come from his more than ten years on the ground experience of living and traveling in China. Rein’s firm, the China Market Research Group, provides fuel and anecdotes throughout the book to help the reader understand contemporary China. What is unique is that he is able to juxtapose interviews of billionaires and business titans with everyday Chinese and their aspirations for a better future. 

The book appears honest in that it is clear that Rein is a fan of China and wants to help the world better understand its complexities, but does not stop short at criticism (hence why I think the book is banned in China). Censorship is itself a topic throughout the book (as well as corruption) and is explained through the lens of history and the goals of China’s government and Chinese government officials. 

Why Chinese consider KFC healthful (!), who benefits from a low renminbi valuation, and what protections are in place to prevent a collapse of the Chinese real estate market are examples of the breadth of topics covered in the End of Cheap China. The book also seeks to raise debate on the future of China – for example, how will it exercise its new hegemonic power (addressing the how and why of China’s expansion into Africa) – and what aspects of China’s government, from the local level to Beijing, will need to adapt as China’s economic engine continues to grow. Certainly the book is recommended for attorneys who have clients that do business in China, as a means to better understand the landscape in which their clients operate, but should also appeal to anyone looking for answers about today’s China and those curious thinkers who want to look ahead to tomorrow’s China.

Starting a New Business? Consider Hiring an Experienced Attorney First

by Kurzon LLP on 03/12/12

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.

Exit Strategies

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.

What to Consider When Hiring a Corporate Lawyer

by Kurzon LLP on 03/12/12

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:

 Purchase and Sale (Merger, Stock or Asset Purchase) Agreements

Commercial Leases

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. 

The United States Legal System and the American Lawyer

by Kurzon LLP on 03/12/12

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. 

Avoiding Legal Traps When Entering a New Commercial Lease

by Kurzon LLP on 03/12/12

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.

 

How to Find a Lawyer in New York City (or Anywhere)

by Kurzon LLP on 02/23/12

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.


So, if your uncle is not the distinguished professor from the Most Prestigious Law School, who are you supposed to ask to find a lawyer? Certainly, someone in your personal network will know a lawyer or know someone who knows a lawyer. Lawyers know lawyers, and hence it follows that you can find a lawyer through the referral "do you know" game. Often the first lawyer you contact will be someone who does trusts and estates law, or immigration law, but you need a litigator since you just got sued or a business lawyer since you want to start your own tech venture. Ask the lawyer you do know for a referral and usually most lawyers are happy to do this for no charge.

Alternatively, in New York City (and generally wherever you are located), there is the Association of the Bar of the City of New York, which has a legal referral service. The legal referral service keeps a list of qualified attorneys in each practice area. The City Bar's rigorous screening process means that you will be put in touch with a lawyer or lawyers qualified to help with your specific legal issue. In rural areas, you may have to check with your state's bar association, but most jurisdictions have something similar to help members of the public find quality legal representation. In New York, you can meet with a qualified attorney through the legal referral service for thirty minutes for only $35 (which goes to the legal referral service to help cover their overhead). After that you can discuss with the attorney their fees and see if they are the right one to represent you.

If all else fails, we are here and would be happy to help you find the right attorney to handle your legal needs. Be forewarned however, as stated in our disclaimer, we will need to execute a separate written engagement letter with you with terms for our mutual benefit for us to have formed a lawyer-client relationship.

We will keep writing blog posts that we think may be of interest to the general public, our clients and other attorneys. Please follow us on Facebook and Twitter so you know when we have updated "The Blawg." Thanks, JMK. 


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