Business Planning and Consulting
Business Formation and Development
Common Business Entities Include:
- Limited Liability Companies (LLCs)
- Partnerships (General Partnerships, Limited Partnerships, and Limited Liability Partnerships)
- Corporations (C-Corps and S-Corps)
- Not-for-Profits 501(c)(3)
- Sole Proprietorships (doing business as, or “DBA”)
- Joint Ventures and Strategic Partnerships
- Delaware LLCs and Corporations
- Wyoming LLCs and Trusts (the “Wyoming Cowboy Cocktail”)
- Business Trusts
The Team at Dom Law has guided countless start-ups, entrepreneurs, small business owners, and investors through the seemingly daunting task of:
- Conducting due diligence for the intended name of the business, trademarks and branding, and domain and social media handles.
- Selecting the correct business entity (something that most non-lawyers cannot do by simply purchasing a “form” online).
- Preparing and filing the necessary documents to give the business its legal existence, including filing articles with the state, designating a registered agent, and obtaining a certificate of status, and the business’s EIN number for business banking and loan purposes.
- Electing S-Corp status.
- Protecting the business, its members, and shareholders by preparing agreements that govern how the business will operate.
- Securing financing through private placement offerings, SBA lending, and venture capital funding.
- Establishing general corporate governance and regulatory compliance and oversight.
Things to consider when starting a business that the Team at Dom Law has experience handling include:
- Should I keep the members separate from the management by electing to form a manager-managed LLC?
- Am I seeking anonymity and additional protection for owners, shareholders, and investors?
- What is my exit strategy?
- Does franchising make sense?
- Should I seek pass-through taxation?
- How can I preserve founder interest through a properly drafted buy-sell-agreement that prevents dilution of interest?
- What is the preferred way to resolve disputes and determining alternate avenues of dispute resolution, before the dispute even occurs?
- How do we protect the business through the use of restrictive covenant agreements including confidentiality, non-disclosure, non-compete, and non-solicitation agreements, what is also known as a Trade Secret Protection Program?
eCommerce
eCommerce, or Electronic Commerce, refers to the buying and selling of goods or services on the internet, whether through the use of websites, applications, or hosted services and social media. To many, eCommerce will be a disruptive technology as it continues to replace brick-and-mortar retail and hospitality establishments with digital access through smartphones, tablets, computers, and similar devices. To others, however, eCommerce will be an invaluable tool for any small business seeking to establish a wider market presence and more diversified customer base.
Because eCommerce occurs in the digital and online worlds, many business owners fail to realize that the legal protections available in the physical world can – and should - exist in the digital one too. Protections most small business owners are familiar with, such as well-drafted contracts, insurance, and asset protection, can be “digitized” to provide the small business owner with the same degree of protection in eCommerce as is routinely available in actual commerce. As the times change and the marketplace rapidly evolves, so too must the legal protections offered to small business owners.
Website Terms of Use
A website’s Terms of Use, also known as Terms of Service, are intended to serve as a contract between the website owner, and the visitors and members (or users) of a website. A well-drafted and detailed Terms of Use can be as important to the website owner as the website itself, and should be approached with the requisite degree of attention and care deserving of similar types of legal documents.
Terms of Use will occupy an entire page of a website and should be accessible from every page on the website through links and pop-up windows or browse-wrap and clickwrap agreements. The Terms of Use itself will contain the provisions that govern a visitor, member, or user's access to a website; it must be implemented in such a way that protects the website’s owner and is easy to read and understand for the visitor, member, and user of that website.
More specifically, Terms of Use should address the following issues:
- Mitigate potential liability for the website owner consequent to owning the website;
- Ensure proper protection of certain intellectual property assets contained on the website; and
- Prohibit uses of the website that are illegal or could be harmful to others.
The team at Dom Law can help you draft Terms of Use for any website, including customized provisions addressing items such as the following:
- Limiting certain provisions to certain pages within the website;
- eCommerce-specific provisions geared towards certain industries and activities which may be subject to specific laws, create a host of liability concerns unique to the website owner; and
- Proper incorporation with the website’s Privacy Policy (link to Privacy Policy page) and Terms of Sale (if any).
As websites become more interactive and content-rich (for example, through incorporation of certain social media platforms), its Terms of Use must be drafted or updated to include certain provisions related to those interactive features and any user-generated content within them, such as comment boxes and shared photo galleries.
Dom Law can provide this customized document for you to post on your website . If you already have a Terms of Use, or have been provided one by your website developer, Dom Law can review it for you and provide suggestions for a more comprehensive Terms of Use.
Contact Dom Law to aid in drafting your website’s Terms of Use or reviewing and revising the Terms of Use you already have in place.
Website Privacy Policy
Privacy is more important now than it ever was, especially as certain states (such as California) have begun to enact laws and regulations providing their citizens greater protection and control over their personal data, and consequently, privacy. As such, a well-drafted Privacy Policy will not only keep you and your website on-trend, but will ensure you are – and stay - compliant with these developments.
A website’s Privacy Policy should address who is on your website and how the website owner and other users (and in some case, advertisers and third parties) will be collecting user’s information and what can be done with that information once collected. For website’s accessible throughout the United States and Europe, such website’s Privacy Policy should also contain provisions addressing more restrictive privacy and data regulations such as the California Privacy Rights Act, the California Consumer Privacy Act, and the General Data Protection Regulation, better known as the “GDPR.” Finally, website’s with age-sensitive or age-restrictive content should contain provisions addressing the permissible age of the website’s users, as well as incorporate safeguards to ensure users meet such age requirements to gain access to the website and its content.
Does your website already have this set-in place? When visitors explore your site, are they aware of why they might be asked to provide personal and service information (such as name, date of birth, and IP addresses)? Do you explain to users of your website how you, as the website owner, store user’s information?
If you find it challenging to answer questions such as these, then you should take a deeper look into your website’s Privacy Policy and consider having your legal counsel assist you with understanding these issues.
The Team at Dom Law can help you to understand these issues better so you can answer these questions, in addition to carefully drafting your website’s Privacy Policy in a way that reflects your values, your business’ mission statement and corporate social responsibility policy, and how you collect information from your users. Special considerations for each Privacy Policy can include the following:
- How your website collects data;
- Why it collects the data it collects and how it can be used;
- How and where that data is stored and secured; and
- The ultimate disclosure of such data, including any information derived from it.
Drafting your own Privacy Policy or using a stock Privacy Policy provided by your hosting platform or website provider is not ideal because Privacy Policies are not one-size-fits-all; in other words, a stock or reused Privacy Policy will not work for every website because every website is unique! Websites, like their owners, vary in practice about information collection, values and procedures of the website, privacy practices, methods of collecting information, advertisers, third parties, and so much more.
Utilizing Dom Law’s services in order to ensure your website’s Privacy Policy is properly drafted and implemented will ensure that you are not only on-trend and ahead of the sea of legal regulations on the horizon, but also that your users feel safe and protected when providing their information through your website or even just surfing your page on their smartphone.
Contracts
Common examples of contracts and legal agreements that Dom Law is experienced in drafting, reviewing, negotiating, and implementing include:
- Nondisclosure and Confidentiality Agreements (“NDAs”)
- Consulting or Independent Contractor Agreements with requisite Scope of Engagement or Scope of Work (“SOW”)
- Executive or Term Employment Agreements with Restrictive Covenants of Confidentiality, Non-Competition, and Non-Solicitation
- Intellectual Property Licensing Agreements
- Asset Acquisition Agreements
- Employee Offer Letters and Short Form Employment Agreements
- Release of Liability and Assumption of Risk Agreements
- Purchaser and Supplier Agreements
- Purchase Agreements
- Commercial Lease Agreements
- Private Placement Memorandum and Subscription Agreements
- Equity Incentive Plan Documents and Award Agreements, including Stock Options and Restricted Unit Awards
- Joint Venture (“JV”) and Strategic Partnership Agreements
- Website Privacy Policy and Terms of Use
- Franchise Agreements
- Guarantees
- Promissory Notes and Loan Agreements
- UCC Financing Forms and Bills of Sale
Thinking of starting a small business or expanding your current business?
Address
Phone
Fax
