Business Law & Growth

If you're the kind of entrepreneur who wants to make a real difference while you're in business and leave behind a body of work that continues to do good for your family, your customers, and the world after you're gone, you've come to the right place.

Business formation is a pivotal time in your new company's lifecycle. Your choice of entity impacts ownership, liability, taxes, profit sharing, ongoing management, eventual sale, and much, much more. Sky Unlimited can help you make the ideal choice.  

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We help our clients leverage their IP, establish a competitive position for the future, and achieve important milestones for growth.  Our chief goal is to identify key areas in which IP protection is the most critical for achieving the company's business objectives, determine the most effective methods of protection, and create strategies to avoid issues with third-party patents.  

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The traditional law business model is flawed. It incentivizes lawyers to spend more time on matters (since they are billing for every hour in six-minute increments), increase conflict (the more conflict there is, the longer the engagement), and constantly focus on the next new client (one off transactions are the norm in most legal practices). Plus, the world has shifted and quite a lot of legal work has become commoditized into online legal drafting software, documents on demand and do-it-yourself lawyering. 

 

Lawyers, not being entrepreneurs, tried to compete and became mere shadows themselves - document drafters, doing one-off transactions for clients, such as incorporating business, and then went on the hunt for the next new client.

 

Not us! We build lifetime relationships with our clients. Because a legal relationship not built upon a lifetime foundation is worthless. Really. If you want a transaction, go online and find a document drafting service. If you want someone great that will help you move your awesome idea into a revenue generating business, take your existing business to the next level of excellence, and prepare you and your business to leave behind a legacy of significance, you've come to the right place.

 

Sky Unlimited Legal Advisory will work with you to grow your business from day one. We support startups and small businesses through their exciting lifecycle, from business formation to sale - and every challenge and opportunity in between.


Entrepreneur Weekly

Articles from the Chief Counsel's desk.  Sign up for our newsletter to receive these in your email!

Asset Protection for Entrepreneurs

Going into business for yourself is a risky endeavor. From investing in goods and services and hiring employees to simply carrying out the daily tasks related to your business, each step is fraught with risks.

This is especially true given the litigious nature of our society. As a result, many entrepreneurs employ asset protection strategies. Asset protection is a form of strategic planning aimed at minimizing risk and protecting assets from creditors’ claims and litigation.

 

Careful asset protection can help you retain and sustain the value of the property and accounts you own. As an entrepreneur, here are a few strategies you can use to protect your assets:

1. Separate your personal assets from your business assets by establishing a limited liability business entity. The default structure for an individual starting a business is the sole proprietorship; the default structure for multiple people starting a business together is a partnership. These entities, though simple to create, do not legally protect the business owners’ personal assets. However, business structures like the limited partnership, limited liability company, and the corporation provide limited liability. This means that the owners of the business are not personally liable for the company’s debts or other liabilities—for example, if a judgment is obtained in a lawsuit against the business. A properly established and maintained limited liability business structure restricts liability to assets belonging only to the business. Creating a separate legal entity is one of the first steps every entrepreneur should take to protect personal assets. Subsequent practices like opening a separate business account, complying with legal requirements such as paying state filing fees, and not commingling personal funds with business funds further establish the legal separation between personal assets and business assets.

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Recordkeeping Requirements for Business Owners during COVID-19

Contracts are an essential component of effective business management and development.

As state leaders attempt to develop guidelines for reopening safely, you may have questions about the requirements for maintaining a safe environment for your business. Specifically, you may be wondering how to document the steps you have taken if someone in your workforce is exposed to COVID-19 and tests positive for the virus.

 

The Occupational Safety and Health Administration (OSHA) is responsible for establishing and enforcing safe working environments for employees through the use of training, outreach, education, and assistance. On May 19, 2020, OSHA released a revised memorandum on recordkeeping in the midst of the coronavirus pandemic.

 

OSHA generally requires business owners with more than ten employees to keep records of and report all serious work-related illnesses. OSHA recognizes COVID-19 as a recordable illness. As a result, even smaller businesses may need to report certain work-related COVID-19 illnesses if a work-related COVID-19 illness causes an injury requiring in-patient hospitalization, amputation, loss of sight, or a fatality. This means that businesses should create and maintain records at the worksite for at least five years in compliance with OSHA standards.

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The Dangers of DIY Contracts

Contracts are an essential component of effective business management and development.

Savvy business owners recognize the value of contracts but often explore ways to reduce the cost of obtaining them. In some instances, business owners attempt to create their own contracts by using templates available online.

 

However, creating your own contract is fraught with risks. What you do not know can, in fact, hurt you. The following are examples of the potential risks you face when you choose the do-it-yourself (DIY) route.

 

1. The Contract May Leave Out Key Provisions. Creating your own contract in an attempt to save money can run the risk of unintentionally leaving out key legal terms and clauses that protect your interests as a business owner. Contracts created with online templates are often overly broad or vague, resulting in agreements that, when analyzed, fail to provide the specific protections that make the contract valuable. Attorneys have the experience and resources to craft contracts that include the most important provisions to protect your business.

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Navigating Periods of Uncertainty and Unrest as a Business Owner

Uncertainty and unrest have defined 2020. From COVID-19 and record-breaking unemployment to ideological, political, and societal conflicts, business owners have faced significant challenges to their survival and success.

Regardless of their current political views or health and financial statuses, business leaders agree that they must navigate this time with care. The decisions that business owners make during difficult periods could have long-lasting effects on the business's future success. As a business owner, here are a few things to keep in mind as you navigate these unprecedented challenges.

 

1. Prioritize the protection of lives. Whether making decisions about reopening or exploring the best ways to express company values, business owners must prioritize the health and safety of their workforce and customers or clients. Failure to do so may result in the loss of valuable employees, increased health risks, and ultimately, decreased revenue, as consumers in this day and age use their dollars to speak. From a legal liability perspective, negligence in providing a safe environment for your employees and customers or clients could have significant legal ramifications.

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Is It The Right Time For You To Consider Bankruptcy For Your Business?

Coronavirus has forced many business owners to face the tough decision of whether to persevere and keep their business going, or to close it all down and walk away.

If you are asking yourself this question right now, here are some things to consider before going down the bankruptcy road.

 

First, bankruptcy is a valid option to consider. But, do know that each moment you spend considering bankruptcy is a moment not spent considering how to turn your business around. Use your energy wisely, get the information you need quickly, and then make your decision so you can move forward powerfully.

 

Before considering bankruptcy, you should talk with a business coach or advisor who can help you reorient your business model to see if additional capital could help you dig out of the hole you’ve found yourself in. We may be able to help you here. It may sound odd to be thinking about more capital when you are already in over your head with debt, but if you have a good business model, you may just need to look at your business differently, restructure and upgrade the way you are looking at your cash flow and budgeting process.

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Retirement Updates Amid COVID-19

On May 4, 2020, the Internal Revenue Service (IRS) published questions and answers regarding retirement provisions in Section 2202 of the Coronavirus Aid, Relief, and Economic Security (CARES) Act.

In addition to providing aid for individuals and businesses, the CARES Act increases accessibility to funds and loans from certain retirement plans and accounts. The information the IRS recently published clarifies which individuals may benefit from the legislation and which plans and accounts are covered.

 

Retirement Account Rules Established by the CARES Act

Under the CARES Act, individuals may withdraw up to $100,000 in Coronavirus-related distributions from certain retirement accounts. Distributions are deemed “Coronavirus-related” if they are withdrawn from approved plans between January 1, 2020, and December 30, 2020, by individuals who have been adversely affected by COVID-19 in various specified ways (discussed below). Distributions may be taken from 401(k), 403(b), and individual retirement accounts (IRAs). Under normal circumstances, there is a 10 percent penalty for those who are under the age of 59.5 and withdraw funds from these accounts; however, the CARES Act waives this penalty.

 

In addition to expanding access to retirement distributions, eligible individuals may also take loans of up to $100,000 from their employer-sponsored retirement plans. Prior to the Act, the limit was $50,000 or 50 percent of the vested account balance. Any loans taken under this provision must be entered into by September 22, 2020. For existing loans, payment due dates have been extended, and repayment is not required through December 31, 2020.

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Re-Opening Your Business? Risks and Liabilities to Consider

As we’ve "flattened the curve” of COVID-19 infection here in the United States, some states like Alaska, Georgia, and Minnesota, have started to slowly reopen the doors of non-essential businesses.

Some have been eager to do so, others have been very opposed, but still, others are on the fence. The exponential growth of the virus throughout the country seems to have slowed or leveled off in some places, but the threat of getting infected is absolutely still present. All the same, people (possibly including you) are worried about their livelihoods, paying their rent, and keeping their businesses alive.

 

A global pandemic isn’t something we’ve ever experienced, so it’s hard to know how to move forward safely. As a business owner, you may be wondering what risks you may be taking on, not just health-wise, but legally, by reopening. What if one of your employees gets sick, or has a family member who gets sick, and sues your business? Would customers be in danger? And if they became ill, could they hold you and your business liable for it?

 

If this seems like a minefield of liabilities to you, you’re not alone. Politicians are currently debating how to protect businesses from liability while also protecting employee and customer health, and the Centers for Disease Control and Prevention have sent draft guidance to Washington for the administration to review and reveal to the public. But in the meantime, you might feel like you're flying blind.

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How To Get Access To COVID Stimulus Money as a Business Owner

First and foremost, before I get into anything else today: if you have not already done so, and assuming you are reading this because you are a business owner, complete your application to get your $10,000 Economic Injury Disaster GRANT Money, now. Here’s the link, and I share more details about it below: https://covid19relief.sba.gov/

Okay, now that I’ve emphasized how important that is, let’s take a step back and look at the big picture of Covid-19 stimulus money, and what else you may have access to now.

 

On March 27, the President signed a $2.2 trillion stimulus bill into law that will hopefully provide some relief for many individuals and businesses. The CARES Act (Coronavirus Aid, Relief, and Economic Security Act) sends money directly to Americans, expands unemployment coverage, and makes a number of other changes. Many of those changes are set up to directly serve small business owners and their staff, and $350 billion has been set aside specifically for those purposes. Please note: $350 billion is going to go fast, so get your applications in early for everything you qualify to receive.

 

There is a grant (referenced above), and two types of loans, in particular, that can help keep you in business during the COVID-19 crisis, and it’s all rumored to have a relatively fast turnaround and payment deferrals. We’ll see what’s true over the coming weeks.

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How To Make Better, Faster Decisions During Uncertain Times

When there’s a blow to your business, especially an unprecedented world event like the pandemic we are living through, you might feel paralyzed and unable to make a move.

But when problems crop up, you as a business owner can’t afford to freeze. Or fight, or flee, for that matter. Freeze, fight, and flee are the three most common responses to trauma, and they are reactive states that can sneak up on us before we even know what’s happening.

 

So, step one to making it through every challenge is to start to get to know yourself, and how you respond to trauma—do you freeze, fight, or flee? Make a note for yourself, so that you can see it when it happens.

 

Often there are ways out of a bad situation that can actually put you in a better position than the one you were in before. Sometimes the best you can hope for is to keep the damage to a minimum. Either way, the first thing you need to do when you are faced with challenges and uncertainty is to get your head on straight.

 

Here are some suggestions on how to look at your problems in a way that will keep you moving forward rather than frozen with indecision, fighting for your life, or running for the hills.

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Force Majeure Clauses in Light of COVID-19

Businesses across the globe have experienced unprecedented interruptions and closures because of the COVID-19 pandemic.

As a result, many businesses are finding it difficult to perform their contractual obligations. Consequently, a common but often overlooked contractual clause is in the limelight: the force majeure clause. Contrary to popular belief, the mere existence of a force majeure clause does not invalidate a legal obligation or provide a “get-out-of-jail-free” card. It instead provides parties with a justification to either delay or cease their performance of one or more contractual obligations. In other words, depending upon the specific language of the provision, the contractual obligations may remain in place. Moreover, the force majeure clause allows the nonperforming party to assert an affirmative legal defense if litigation surrounding an alleged breach was to arise.

 

What Is Force Majeure?

“Force majeure,” French for “superior force,” is defined as “a provision that excuses a failure to perform resulting from ‘Acts of God’ and other circumstances outside the non-performing party’s control.” The mere existence of a force majeure clause does not automatically mean the parties to the contract can use it. The determination as to whether a clause is enforceable in a specific situation is dependent upon state law. Courts in many states have held that the force majeure clause will not excuse or suspend performance unless the clause in question explicitly includes the specific impediments to performance being asserted by a party to the contract. 

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