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Corporate Law


Keeping Corporate Records: Is it Time to Prepare Minutes?
If you are an officer or director of a corporation or other business entity, you've undoubtedly been advised to maintain the corporate separateness of your business. If you haven't, let us so advise...

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Employment Law Posters; or How to Decorate Your Break Room
Various state and federal laws require employers to display certain posters for the benefit of both employees and customers informing them of key provisions in the law. Required posters pertaining to...

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Employee Meal and Rest Break Requirements: Do They Apply to You?
"Take rest; a field that has rested gives a bountiful crop." Ovid (43 BC - 17 AD) The importance of rest and relaxation has been understood for thousands of years, so the general belief that...

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Negotiating, and Defenses to, Personal Guaranties
One of the dreaded documents any business owner faces in a deal is the "personal guaranty." After all, the business owner went through the steps to incorporate or organize their business just to...

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The “Ordinary” Commercial Lease: A Fallacy. It Doesn’t Exist.
"It's just ordinary lease stuff," Frank said. After a short pause, he continued, "At least, I think it is." Frank had just been given a document entitled "Standard Commercial Lease – Net." He...

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Shallow Pockets; the Risk of Undercapitalization
Assuming your company does not have 20 billion dollars stashed away in money reserves like BP Energy, many companies risk inadequate capitalization, or what is also referred to as "thin...

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My Partner is WHO? – Shareholder Duties and Minority Oppression
It is a nightmare scenario for any small business owner: your partner in business falls through, and you're stuck working with someone you never intended to. It could happen in a variety of...

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Rolling the Dice: Business Plans for Start-Ups or, To Be or Not To Be
As small business attorneys for almost 25 years, we have seen many trends, heard many business ideas and have been pitched countless "business opportunities." During the course of that time, we have...

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LLC or S-Corp? (Or, Why The Barber May Not Be Right)
Many individuals embarking on starting their own businesses have a preconceived idea that they want to form a limited liability company (LLC ) instead of an S-Corporation. Often, and I am not making...

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Dinner, Drinks and a Game—How Deductible Is It?
On a recent business trip to Indianapolis, you decide to take a client out for dinner, drinks and to a Pacers' game. It’s win-win: you have a good time and you use the opportunity to earn some...

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