Category: Business Law

How I Practice: An Interview with the New York State Bar Association
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How I Practice: An Interview with the New York State Bar Association | Deborah E. Kaminetzky

I am very honored to have had the opportunity to sit down with the New York State Bar Association and share how I practice law and organize my business. NYSBA has wonderful resources on their site, including the How I Practice section, which offers tips, tricks, and lessons to other attorneys.

Click here to read Deborah E. Kaminetzky's full article...

Think Before Delving into a Side Business
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Think Before Delving into a Side Business | Harlan Levine

{2 minutes to read} In addition to their core businesses, many entrepreneurs delve into side ventures. The reasons for doing so vary as much as the individuals themselves and include:

  • A means of supplementing one’s income;
  • Boredom, after several years in their core business;
  • Diversification to mitigate risk; and
  • The desire to keep up with others and maintain status in their community – often a “grass is greener” mentality.
In many cases, increased regulations have taken the fun and financial “gravy” out of their current businesses. The cost of compliance has become so burdensome that entrepreneurs begin to wonder why they are working so hard without the upside they envisioned would make it all worthwhile.

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Exciting News for Levin-Epstein & Associates
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Dear friends, clients, and colleagues: It is my great pleasure to share with you some exciting news for Levin-Epstein & Associates. I have been selected for inclusion in the 2017 New York Metro Super Lawyers List as a “Top Rated Business Litigation Attorney,” a distinction awarded to only 2.5 percent of the lawyers practicing in the New York metro area. It is especially rewarding to be recognized for contributions to the New York legal and business community.

Click here to read Joshua Levin-Epstein's full article...

Business Owners! Compliance with Laws & Regulations has Become a Full-Time Job
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Business Owners! Compliance with Laws & Regulations has Become a Full-Time Job | Harlan Levine

{1: 40 minutes to read}  With so many new laws and regulations being enacted in recent months and years, it is not unusual for business owners to be unaware of or overlook those that have been in effect for several years. Often, such laws and regulations relate specifically to a particular industry or the locations where the business is situated or conducts business. Recently, a few of my clients were dumbfounded when they found out that New York City has a commercial rent tax that has been in effect for several years.

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Does an Agreement Have to be in Writing to be Enforceable?
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Does an Agreement Have to be in Writing to be Enforceable? | Bart Eagle

{5:45 minutes to read} Must your agreement be in writing to be enforceable? The answer is: Yes. Or no. In the world we live in, we make agreements with other people, with companies, and with other businesses. Sometimes they’re formal and in writing, but other times (in the real world), they are not. Can that agreement be enforceable if it’s not in writing? It could be. If it is in writing, is it foolproof? First, written agreements obviously are preferred. In a perfect world, all agreements would be in writing. How foolproof are they? To the extent that they clearly state the intentions of the parties, the parties should be able to rely on that agreement to enforce its terms. Clarity is what is important. Parties should try and make sure, and have their lawyers make sure, that their written agreements state very clearly what they’ve agreed upon.

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Do Your Clients Consider You to Be a Trusted Advisor or a Scribe?
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Do Your Clients Consider You to Be a Trusted Advisor or a Scribe? | Aimee B. Davis

{4:00 minutes to read} As a solo, my role has shifted over time from acting principally as a legal scribe to more of a trusted advisor to many clients. Occasionally, a client makes it clear they prefer me to stay in my legal lane and not offer business advice. I find this tension exists for other professionals as well, so I interviewed Larry Cohen, Partner-in-Charge, Business Management Hospitality Group Leader at Marks Paneth LLP, to gain his sage perspective.

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Mr. President: May I Say Something?
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Mr. President: May I Say Something? | Mark Kaufman

As readers may recall, we previously wrote about the confidentiality agreement imposed by then-candidate Donald Trump upon those who worked in his campaign. In that agreement, the workers literally were required to consider, as the definition of “confidential,” anything that Donald Trump determined, in his sole discretion, to be confidential. Now, he is President, and he apparently thinks that’s still true (presumably without doubting whether it was true before he was President).  Trump seems to see his view of confidentiality (and non-disparagement) is enforceable upon any and all U.S. Government employees — including ex-FBI Director James Comey, who did not sign any such confidentiality agreement, nor could be compelled to do so. Apparently, that’s why he threatened to bring a lawsuit against the former FBI director on the basis of “leaking.”

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Mediation: An Attractive Alternative in the Commercial & Non-Commercial Division
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Mediation: An Attractive Alternative in the Commercial & Non-Commercial Division | Bart Eagle

{3:50 minutes to read} In one of my previous articles from June 2015,  I described a pilot mediation program launched that month by the Commercial Division of New York County Supreme Court to supplement its existing mediation program. That pilot program ended in late January of 2016; however, the Commercial Division has now launched a new pilot mediation program, as well as an expansion of the existing Commercial Division program. The Commercial Division in New York County handles commercial cases that have a minimum claim of damages of $500,000, exclusive of interest, punitive damages and attorney’s fees (with a few exceptions).

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A Tale of Three Appraisals
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A Tale of Three Appraisals | Mark Kaufman

Once upon a time, not too long ago, there was a contract and a client. The contract gave the client an option to buy a business based on obtaining three appraisals. After the first two appraisals were for the same amount, the seller told the client that he would waive the third appraisal. The seller tendered a contract of sale for $3 million. A couple of weeks passed, the attorneys exchanged suggested revisions, but on the day before the deadline to exercise the option, the seller sent back the contract with a surprise: He has changed it, increasing the price of the sale by $500,000, based on a third appraisal that he had obtained (despite his stated intentions).

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Protect Your Rights by Staying on Top of Important Business Deadlines
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Protect Your Rights by Staying on Top of Important Business Deadlines | Harlan Levine

Owners of small businesses face many deadlines in the course of running their businesses. These deadlines may relate to regulatory compliance, contracts or litigation. It seems that new regulations are being passed every month.  In New York, for instance, the paid family leave law goes into effect on January 1, 2018.  Since this program is funded by employee deductions, the law provides that employers can begin making applicable deductions beginning July 1, 2017; only a couple of weeks away.

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Do it Right From the Start: Business Agreements Among Co-Owners
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Do it Right From the Start: Business Agreements Among Co-Owners | Harlan Levine

{2 minutes to read} If you co-own a business or are considering entering a business partnership, have you drawn up a shareholders’ agreement or operating agreement? Oftentimes, partners are so excited and optimistic about building their business that they overlook this important document.  My experience has shown that partners who are long-time friends or family may be most in need of a document that sets forth their rights and obligations toward one another. Even the closest of relationships can go south and frequently do.

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5 Things Every Private Company MUST Understand before Launching an Equity Incentive Plan
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5 Things Every Private Company MUST Understand before Launching an Equity Incentive Plan | Bettina Eckerle

There is a point in the life of every start-up when it needs to establish a plan to reward its employees for their service by giving them a piece of the pie, i.e., their share of the potential upside. Being a 100% upside person myself, most employees drawn to start-ups tend to be more interested in the possibility of hitting a home-run rather than the fixed cash payment every month.

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Mediating Family Business Disputes
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Mediating Family Business Disputes | Gary Shaffer

{3:42 minutes to read} In my previous blog post on this topic, I described some of the general issues that arise during a mediation involving an intra-family commercial dispute. These included:

  • Resentments built up slowly over time;
  • Allies and enemies;
  • Divergent recollections; and
  • Emerging “alternate truths.”
The first reported case involving these kinds of matters goes back a long way. It’s found in the book of Genesis, in the paradigmatic dysfunctional family story of Isaac, Rebecca, Jacob, and Esau.

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Termination Rights Update: The (British) Empire Strikes Back
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{7:12 minutes to read} OK, the U.K. isn’t the British Empire of yore, but I couldn’t resist the title. In a prior post, we discussed a perennial problem faced by copyright legislators. Creators often have little bargaining power at the outset of their careers, and neither creators nor production companies (here meaning the industry gatekeepers: publishers, production companies, record companies, etc.) have a reliable method for measuring the commercial success of a work before it’s published. Consequently, if copyright legislation allows irrevocable transfer of the copyright in a work, creators will inevitably grant to production companies for a pittance masterpieces with massive commercial upsides, in which they rarely share.

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Coping with a Computer Crash? Let it Go! Let it Go!
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Coping with a Computer Crash? Let it Go! Let it Go! | Aimee B. Davis

{3:30 minutes to read} In February, I experienced every computer user’s worst nightmare. My computer crashed, and unless I was willing to pay $3,000 to a forensic expert (a/k/a a professional hacker), nothing was retrievable from the hard drive. For several weeks prior to the crash, whenever I turned my computer on, it sounded like a plane about to take off. So, the crash was not entirely unexpected. In anticipation of the inevitable, I purchased a new computer, but unfortunately, my hardware died before I had a chance to set up the new system and transfer the data.

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Take the Gig, But Lose the Content?
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Take the Gig, But Lose the Content? | Mark Kaufman

Parties, events, and weddings are the lifeblood of working musicians. It’s money in the hand, as opposed to what might come out of royalties down the road. This incentive is what led a client to reach out to me recently; he had a great gig booked, was looking forward to it…and then the contract came. The event is being hosted by a large and well known corporation, at a third-party venue, and the pay is good enough to warrant calling an attorney. The contract not only requires each performer to waive their rights of publicity/privacy (in their name and likeness, so photos posted on the internet won’t garner a lawsuit), but also provides, in essence, that “you allow us to record your performance, and you grant us an irrevocable worldwide in perpetuity license to use your performance.”

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What is the Best Legal Structure for Your Start-Up?
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What is the Best Legal Structure for Your Start-Up? | Bettina Eckerle

Some of the questions I get asked by my start-up clients are perennial in nature, with the most common being: Do I have to form a legal entity, and if so, what kind and why? Entrepreneurs have a number of legal structures available when seeking to capitalize on a million-dollar idea. Each type of entity has distinct advantages and disadvantages that I discuss below, and the decision should be tailored to your individual situation. The choice will impact the amount of tax you pay, the amount of paperwork you are required to do, the personal liability you face, and your fundraising activities. While there are a number of different kinds of entities, I am focusing here on the most common—the sole proprietorship, the LLC, the S-Corporation and the C-Corporation.

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Intellectual Property: Are You Set Up For Success?
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Intellectual Property: Are You Set Up For Success? | Bettina Eckerle

One of my mantras when advising clients is to pay particular attention to their intellectual property when thinking about building value in their companies. This requires a comprehensive IP strategy that covers IP creation and protection. It is best started from the get-go, but it is never too late. You’ll need it to build and protect your IP assets to help you to monetize what you have built.

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Start-Ups: Get Your Pre-nup
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Start-Ups: Get Your Pre-nup | Bettina Eckerle

Two or more people decide to launch a new business, and this is how it typically goes down regarding the relationship between them: "We have known each other for a long time, or our interests are totally aligned and we see it through together through the exit, or what can possibly go wrong, let’s not think about worst case — so a handshake must surely be enough." Yeah, right. Until it isn’t.

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Can You Minimize Publication Costs by Forming an LLC in Albany?
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Can You Minimize Publication Costs by Forming an LLC in Albany? | Aimee B. Davis

{3:06 minutes to read} In New York State (NYS) every new limited liability company (LLC) must announce its formation by placing notices in two publications for a period of six weeks, at a cost of up to $2,000. This revenue generating mechanism applies to domestic LLCs as well as foreign LLCs seeking to qualify to do business in NYS. Although investors and attorneys have argued that such a “tax” drives new business away from NYS, the legislature has consistently affirmed this mandatory requirement.

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3 Essential Tasks for Founders Starting a Venture
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3 Essential Tasks for Founders Starting a Venture | Bettina Eckerle

As I’ve written before, the race to opening your new venture is characterized by expansive enthusiasm—but that doesn’t make having important legal safeguards any less important. Unfortunately, founders often do not engage in the necessary legal counsel to guide them through the process. In this post I present three essential tasks that, considering the implications of doing them incorrectly, make investing in legal counsel worth every penny.

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Key Decisions to Consider Before Starting a Business
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Key Decisions to Consider Before Starting a Business | Bart Eagle

You have many choices. If on your own, you can be a sole proprietor. However, you should also consider various types of business entities: You can form a limited liability company, even if you are the only member. You can form a corporation. If you are starting the company with others, you could also form a partnership – general or limited. How to choose? What may seem like a simple question oftentimes may not be. Among the considerations should be protecting yourself (and any other “owners”) from personal liability, management, tax issues, and funding.

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Which Entity Should You Choose When Starting A Small Business?
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Which Entity Should You Choose When Starting A Small Business? | Deborah E. Kaminetzky

Choosing a Business Entity – Which One is Right for Your Business? Now that you have decided to launch a business, you need to decide which business entity is right for you. I’ll explain the differences between sole proprietorship, partnerships, corporations and limited partnerships. I cannot stress enough the importance of having a discussion with your CPA or tax adviser as to how each entity may affect you and taking that into consideration when making a decision.

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Small Business Considerations When Deciding on Location and Space
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Small Business Considerations When Deciding on Location and Space | Deborah E. Kaminetzky

Starting a new business is exciting! One of the most exciting pieces is deciding on location. I can not stress enough that you need a lease or a license. It might seem like a wonderful opportunity to rent a small space inside another business without a lease—after all, you have no obligation, so if the business doesn’t do well, you can just walk away. You, however, are not protected, and just like you have no obligation to your new landlord, they have no obligation to you. You could be asked to leave if they decide they need the space or someone else is willing to pay more. This can leave you in a precarious position.

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Giuliani to Be Cybersecurity Advisor?
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Giuliani to Be Cybersecurity Advisor? | Aimee B. Davis

{2:54 minutes to read} In light of the hacking allegations into the DNC’s and Hillary Clinton’s emails during the 2016 presidential election, I’ve been thinking about cybersecurity. Throughout my career, I’ve focused on the use and protection of confidential information, and I’ve often wondered how to effectively prevent cyber-incursion. For nearly as long as I’ve practiced law, I thought that measures taken by the legal community seemed inadequate, because they were generally focused on mitigating liability after such an event occurs, rather than finding solutions to prevent breaches from happening in the first place.

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