Business Planning and Consulting

Small business owners deserve to have a lawyer on their business team at a price that fits into – instead of bursting – any business’ operating budget. By utilizing a 90/10 flat-fee/hourly billing model along with custom-tailored service packages, Dom Law introduces an affordable, concierge-style approach to business law that is focused, purpose-driven, and cost-effective.

Dom Law works with small business owners and entrepreneurs through every stage of the business cycle. Whether you are looking to start, grow, or flourish, our business planning and consulting services can be designed to accommodate your business’s needs and budget. This includes business formation and development, contracts and employment related matters.

If you are an entrepreneur realizing the American Dream of starting your own business and being your own boss, a seasoned business professional ready to take the plunge by starting another entrepreneurial venture, or a working professional with their eyes set on generating a second income by joining the ranks of small business owners, it all begins with business formation and development.

The corporate shield or “corporate veil” is the fundamental benefit of forming a separate legal entity for any small business. Not only does forming a separate legal entity provide the opportunity for tax savings, it also gives almost instant credibility to any new venture, start-up, or small business. More importantly, forming a separate legal entity can provide the small business owner with much needed separation, a “veil,” between the small businesses owner’s personal and business assets and liability.

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:

1. Conducting due diligence for the intended name of the business, trademarks and branding, and domain and social media handles.
2. Selecting the correct business entity (something that most non-lawyers cannot do by simply purchasing a “form” online).
3. 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.
4. Electing S-Corp status.
5. Protecting the business, its members, and shareholders by preparing agreements that govern how the business will operate.
6. Securing financing through private placement offerings, SBA lending, and venture capital funding.
7. 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?

These are just a few issues the small business owners will face early in the business cycle; issues that the Team at Dom Law navigate with you.

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.

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.

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 that are properly drafted, negotiated, and used are invaluable to every small business and small business owner. This is because a well drafted contract transfers risk away from the business, and away from the business owner. A properly negotiated contract, on the other hand, can not only mitigate and transfer risk, it can also ensure that money is put and kept where it belongs, thus maximizing profits for the small business and income for its owners. Using a contract requires discipline and effective legal counsel, something that is hard if not impossible to accomplish by simply purchasing a “FORM” online.

The Team at Dom Law has drafted, reviewed, negotiated, and implemented thousands of contracts and legal agreements on behalf of its small business clients. More importantly, the attorneys at Dom Law prescribe to plain-English drafting and revision, resulting in a contract that is as effective as it is easy to read and understand. As a business owner, you shouldn’t need to keep a legal dictionary on your desk to understand what you are signing. Dom Law takes the time to understand the deal parameters and contractual language involved with any contract or legal agreement, resulting in a contract that fits you and your business.

Thanks to our experience, most contract services can and will be offered on a flat-fee basis. This means that the client pays one set price which is quoted and agreed-upon at the beginning of the engagement, regardless of how many drafting and review hours it takes the attorneys at Dom Law to finish your contract or legal agreement. This practice makes contract services affordable, financially predictable, and effective for small business owners at all stages of the business cycle.

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

Employees can be a source of great joy and limitless pain to every small business owner. The Team at Dom Law works with small business owners to bring order and solidarity to small business owners employing W-2 employees and retaining 1099 contractors. This starts with ensuring the small business owner has the proper tools at their disposal, including the proper employment offer letters, short-form employment agreements, and confidentiality agreements and restrictive covenants in place from the very beginning of that relationship.

The Team at Dom Law bring can bring consistency to the employer-employee relationship by working with small business owners to prepare a concise and effective employee handbook that includes the company’s mission statement, goals and objectives, and code of ethics. This expands to the development of proper policies and procedures for training, disciplining, and terminating employees in a way that protects the small business and saves the small business owner’s sanity in the process.

Dom Law also has experience handling more complicated employment issues, including ERISA matters, structuring benefits, and tax planning and legal and regulatory compliance for larger workforces bound by Title VII, the ADA, IRCA, and FMLA. This has recently included structuring reductions in force (RIFs), voluntary layoffs, and furloughs.