How We Are Different

You have already seen from our welcome that we are different. I speak different than most lawyers, I talk more like you than most of our colleagues. That’s because I am you — first and foremost, I am an entrepreneur, business owner just like you who understand what it takes to start a business, grow a business, and turn that business into a venture that improves the world forever.

Explaining to you how we’re different (in ways you can’t see on the surface) requires an explanation of what the “traditional” experience with a business lawyer is like. If you’ve worked with a lawyer to prepare business entity formation or incorporation documents for you in the past, this will sound familiar.

During that traditional experience, you’ll go in and meet with a lawyer who might make things seem complicated and confusing. You’ll have a good idea that the lawyer is smart and seems to know what he or she is doing, so you’ll nod and answer questions, as if you understand everything. Because you want to do the right thing for your business, you’ll have the lawyer prepare incorporation documents for you and you’ll sign the documents, feeling relieved that you’ve got that taken care of.

But, then what?

Maybe you will get a fancy Corporate Record Binder to take home with you. Maybe. (I’ve seen plenty of lawyers who don’t even do that.) You’ll take your fancy planning binder home, stick it on a shelf or in a drawer, mark incorporate business off on your checklist as DONE and never think about it again. Until something happens, that is.

You might remember your business lawyer said something about agreements (with clients, vendors, lenders, partners) but it didn’t go beyond conversation and you realize you still have open-ended incomplete agreements. Maybe you have even asked your lawyer for help, but you call your lawyer’s office, get a voicemail, leave a message and wait for a call back, (which takes several hours at least and sometimes days) and by that time, you’ll have gotten busy with other things and never get around to finishing that agreement.

And it’s the same way for all those other things you know you’ve got to get handled –
trademarks/copyrights, insurance, maybe even financial systems and tax strategy.

Perhaps you do connect with your lawyer by phone, ask a few questions and then a few weeks later, you’ll get a bill in the mail for $67.50 for 15 minutes of your lawyer’s time for answering a couple of questions. You’ll make a mental note– don’t call lawyer ever again unless absolutely necessary.

Years go by and you don’t talk to your lawyer. What you don’t realize is that you not only never finalized your agreements, but your lawyer never customized your operating agreement or bylaws. You have not been having annual meetings or documenting annual meeting minutes.

Business will go on and you’ll know you’ve got these things hanging out, incomplete, but you are way too busy to think about it. It puts a slight drag on your creativity to know they are out there, but you don’t want to call your lawyer because you know you’ll get a bill in the mail two weeks later.

Plus, your lawyer doesn’t seem to be able to move things forward either and you are simply too busy to project manage anything that does not contribute to the bottom line.

You’ll hear something about a change in the tax law, but you figure you’d surely get a letter in the mail from your lawyer if it was something that affected you, so you don’t worry about it. And, you’d have to dig through boxes to find your incorporation documents so you can remember your lawyer’s name and find her contact information. Who has time for that?

It’s not until something happens (an employee lawsuit, a client complaint, a vendor dispute, a big tax bill or an audit, or the need/desire to borrow money, raise capital or your own incapacity or death) that you (or your loved ones) realize with a sinking feeling, your corporate documents are incomplete and you are not able to respond properly to the situation.

You are at a loss. And you can see clearly that you’ve lost time and by not having this all taken care of and, boy, are things an emotional mess. What you may not know is that you’ve been losing money all the way along. Or, at the very least keeping your business from generating anywhere close to the profits it can.

You see, having your business legal affairs in order and complete is as high priority as having your marketing plan and business model in place. It’s one of the little known secrets to the most successful companies – they were set up right.

It’s no mistake that the IRS audits unincorporated sole proprietors 5-7 times more often than it does incorporated business entities … they IRS knows if you do not have your business set up right, you are probably not doing your taxes right. And we know that you are probably also not hiring and firing right, have not enough (or too much) insurance and that it’s probably not the right type. You are probably paying more for insurance than you need to as well, if you have it.

All of this leads to your business being built on a house of cards, one crisis away from closing your doors.

How do I know all this?

Because I have seen countless clients come in to see me who have had this exact experience.

Unfortunately, what I discovered is that most lawyers who hold themselves out as business lawyers, do nothing more for their clients than incorporate their entity and send them on their way. Heck, you could get your business entity incorporated a lot less expensively by using a a company like LegalZoom if that’s all you are going to have taken care of by your lawyer.

Your business lawyer should be a counselor, not just a document preparer.

Philadelphia Small Business Lawyer – Stuart A. Mickelberg Helps You Prepare for Business Growth and Success

What makes our firm different is that we were built with the needs of growing businesses in mind. Just because you can’t afford or don’t need in-house General Counsel, doesn’t mean you don’t need counsel.

I am that counsel.

I understand you are BUSY, you are growing, you are planning for a business of prosperity and you value ease, convenience and efficiency. You want to know you’ve made the best decisions for your business and that you’ve got all the business details handled so you can be as creative and expansive as possible.

That is my focus as well. We’ve developed unique systems so you can have the guidance you need to build a business of meaning, significance and serious profitability.

I encourage communication with my clients. In fact, I’ve thrown out the time clocks so you never have to be afraid to call with a quick question. Everything I do is billed on a flat-fee, monthly basis, agreed to in advance, so there are never any surprises.

When you call my office to ask your quick question, you won’t have to wait hours or days for a phone call back. You’ll get your question answered, right away. And, if you need to schedule a more in-depth legal or strategic call with your personal lawyer, a call will be scheduled when we are both available and ready for the call so we can make the very best use of your time and not waste your time by leaving voicemail after voicemail back and forth.

And we monitor your business activities on a regular basis (determined by the planning level chosen with our firm) so we can be proactive about ensuring deals are documented, business moves forward, new ideas are protected, new hires have agreements in place and your company is always in order.

We’ve created unique membership programs to keep your legal, insurance, financial and tax affairs up to date month in and month out as well as give you access to our Trusted Team of Legal Experts for guidance on ANY legal or financial matter.

Here’s the way we look at it, one day you will need a lawyer. I don’t know why and I don’t know when, but when you do, you will be grateful you can call on us and we’ll be here to advise you or get you out of a jam.

Lastly, we don’t just take care of your business now – we make sure it will be a valuable asset that continues to create wealth for your family after you are gone. This is what true legacy is all about.

Many business lawyers overlook this most important of issues, important to your family at least.

One day, you will either want to sell your business or you will want to pass it on to your loved ones so that they are taken care of by what you’ve built.

Businesses built right are built with this in mind. And that’s exactly what we help you do – build a business that can run without you one day.

And that means you can take vacation, retire, or pass your business on to your family and know it will continue to bring in money, serve your clients and benefit everyone who comes into contact with it.

And really, what could be better than that? I mean, ultimately, it is why you are in business, right?

We’ve developed several tools that allows us support you to start, grow and prepare for sale or inheritance a business that deeply serves the world, your clients and your life. I can’t go into all of the details here, but we’ll definitely talk about when you come in to meet me. Click here to learn more about our Business Succession Planning Services.

We look forward to seeing you and caring for your business soon!

PS – if you think this all sounds like it’s going to be expensive, well, you are right and you’re wrong. I can guarantee you that if you qualify to meet with me, that your overall fees will be substantially less costly than it would be for your family, partner or clients if you or a key partner or client died without handling these matters or if your business gets in a jam without these things being taken care of.

And, I’ve never had a single business owner who believed in this kind of planning and wanted to put it in place for their business leave my office because they couldn’t afford it. We’ve made creative financing available to our clients because we know that this planning is the foundation for a business of success!

Enforcing Trademark Rights

You’ve taken the necessary steps to properly register a trademark, but now someone is using it without your permission. This can have significant negative consequences for the success of your business and/or product. As a result, understanding the ways in which trademark rights can be protected is important to your business. What is a Trademark? Under federal law, a trademark is any word, name, symbol, or device, or any combination thereof used in commerce to identify or distinguish goods from those manufactured or sold by others. A service mark is the same as a trademark, but is used to distinguish services, as opposed to goods. Protecting Trademark The ability to stop someone from using a trademark, or one that is so similar that it is confusing, depends on the following factors: Whether the trademark is being used by the other person (or business) for competing goods or services; The likelihood that consumers will be confused by the dual use of the trademark; and Whether the trademark is being used in the same part of the country or is being used for related goods or services (goods or services that will likely be noticed by the same consumers). In order to prevent someone else from using the trademark, the trademark owner must be actively using the mark. In this context, “using” is defined as putting it to work in the marketplace to identify goods or services. However, this does not mean that the goods or services need to be actually sold.  Rather, they only need to be offered to the public. Under Pennsylvania law, the owner of a famous mark... read more

Use Caution When Firing an Employee

Unfortunately, if you own your own business, it is most likely inevitable that the time will come when you are faced with firing an employee. Deciding to terminate the employment relationship can be a difficult one, but also critical in helping your company be as successful as possible. When going through the process of firing an employee, there are several important considerations to be aware of. Restrictions on Firing Employee Under most private-sector employment relationships, the employment is considered at-will. This means that the employment relationship can end without any justification and at the will of either party. As a result, the employment relationship can end for any or no reason. For example, an employer could fire an employee because that employee stole something from the business. But, an employer could also fire an employee simply because he or she desires to end the relationship. However, if the employee agreed to an employment contract, that contract may have eliminated the at-will nature of the employment relationship.   Additionally, it is unlawful for an employer to fire an employee: Who serves on or testifies before a wage board; Refuses to submit to a polygraph test; For fulfilling a jury duty obligation; For union activity; For retaliation because the employee filed a wage complaint; For reporting wrongdoing by the employer; In a manner that violates the protections for veterans and reservists; or Who has had wages withheld to fulfill a child support obligation. Further, it is illegal to fire an employee for a discriminatory reason, such as because of the employee’s: Race; Ethnic background; Religion; Age; Sex; or Disability. If an... read more

Dissolving an LLC

For whatever reason, you may find yourself in the position of needing to end your limited liability company (LLC). It is important to realize that it is not as simple as just closing the door and walking away. Just as there was a formal process for forming the LLC, there are formal procedures that must be taken to end the LLC. Dissolution The process of ending a business is called dissolution, which officially ends the existence of the entity. It is important to complete this process because it takes the business out of the reach of creditors. While the focus here is voluntary dissolution, it is possible for a business to be involuntarily dissolved through a court order. In order to dissolve, the LLC must obtain clearance from the Department of Revenue (DOR) and the Department of Labor and Industry (DLI). Before this clearance is granted, all required state taxes must be paid. LLCs must file DOR Form REV-181 (Application for Tax Clearance Certificate) with both the DOR and DLI. For most LLCs, dissolution requires a vote of all members. Unless specifically prohibited by the formational documents, under the Pennsylvania LLC Act (Act), dissolution may be accomplished by a unanimous written agreement or consent of all LLC members. The decision to dissolve should be recorded in the official minutes of the dissolution meeting or on a written consent form. The LLC will continue even after receiving tax clearance and going through dissolution. This is because the LLC still has certain matters that need to be resolved. The process of winding up takes care of these final matters, which, under... read more

Specific Performance of a Contract

For most instances of a breach of a contract, damages are sought as a remedy. Usually, the payment of money is sufficient for the person harmed by the breach. However, this is not always the case. If this is true, a special remedy known as specific performance may be ordered by the court. Existence and Breach of Contract In order for specific performance to be possible, it must be shown that a valid contract was entered into and that there was a breach of that contract. Contracts do not need to be in writing to be enforceable, though it is usually advisable to form written contracts, particularly when it comes to business-related matters. In order to establish the existence of a contract, the following must be proven: Both parties demonstrated an intent to be bound by the terms of the agreement; The terms were sufficiently definite to be specifically enforced; and Both parties received consideration. A breach of contract may occur if one party does not perform on time, does not perform according to the terms of the agreement, or fails to perform altogether. The breach must also be material. The court examines several factors in determining whether a breach is material, including the following: The extent the non-breaching party will be deprived of a benefit reasonably expected; The extent to which the obligations of the contract have already been completed (if few or none of the obligations have been met, the more likely it is that the breach is material); and The extent to which the breaching party comported with the standards of good faith and fair dealing.... read more

Copyright Infringement

For writers, artists, and other creators, protection of their work is critical in achieving success. If people’s original, creative work is allowed to be copied and sold by others, the incentive to create diminishes. As a result, federal law provides protection for creators from copyright infringement. As a creator of original works, it is important to understand your rights when it comes to your creations. Basic Elements of Infringement There are two basic elements to demonstrate that copyright infringement has occurred. The first is that the plaintiff must allege and prove that he or she has ownership of a valid copyright. The clearest and best way to demonstrate this is through a certificate of registration issued by the United States Patent and Trademark Office (USPTO) before publication or within five years after first publication. This certificate is prima facie evidence of the ownership and validity of a copyright. Prima facie evidence is a fact presumed to be true unless proven otherwise. Importantly, even if the presumption that comes with a certificate of registration is not available because the five years have already passed copyright owners of U.S. works must register before filing an infringement lawsuit. Therefore, it is often advisable for copyright owners to register, even if no infringement has occurred, in order to gain the benefits of the presumption of ownership and to avoid having to register later if infringement is suspected. The second element in an infringement case is that the plaintiff must prove that the defendant violated one of the exclusive rights reserved to the copyright owner. Under 17 U.S.C. §106, these rights include, but are... read more

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If you are interested in working with us or learning more about us, give us a call at 215-914-6880 or send us an email.

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