Blog

In Praise of Doctors and Directives

Posted by on Feb 23, 2015 in Blog | Comments Off on In Praise of Doctors and Directives

I recently lost a close family member. I write this not for sympathy or to sell something, but to point out two observations that became very apparent through this process.

The first is the care, compassion, and dedication shown by the medical staff – from attending physicians, to residents, to nurses, to technicians, to housekeeping. Virtually, everyone we came in contact with had a kind word, a knowing glance, or obvious skill – usually all three.

As an attorney, I could only watch helplessly as these medical professionals deftly practiced their crafts in the face of life and death consequences. Yet, they always remained cognizant of the human element; for both patient and family alike. As the outlook for my family member dimmed, my appreciation and respect for these medical professionals grew.

One area where I could be of service arose toward the end of the experience. When it became clear that the end was in sight, the hospital needed to ensure that they understood my family member’s final wishes if the situation demanded it. In other words, were advance directives, a living will, and a health care power of attorney in place?

While you might think that an attorney’s relatives would be all set in that department, you’d be wrong. Some members of my family apparently view the creation of a will and related documents as tantamount to a written invitation for Death to come knocking. Fortunately, when the time came, I was able to quickly prepare the documents, with only one week to spare.

While I know that many people, whether through superstition or busy lives, don’t have these documents prepared, I also know that not everyone has a lawyer in the family to prepare them quickly. Trust me, the last thing you want to do with a relative in the hospital is to scramble around trying to get final directives in order.

So, the purpose of my article is this: have a living will, health care power of attorney, general power of attorney, and will prepared by a competent professional. Yes, it is an expense, but the stress, aggravation, and worry that you will save your relatives is immeasurable. Make it a point to get these done as soon as you can, and I hope it is a long time before you ever need them.

Operating Agreements: Who Needs ‘Em?!

Posted by on Feb 13, 2015 in Blog | Comments Off on Operating Agreements: Who Needs ‘Em?!

agreementWhen I form Limited Liability Companies (LLCs) for my clients, I always highly encourage them to create an operating agreement at the same time.  Some clients say: “Yes, of course we want an operating agreement.”  Others say: “Nah, I’ll just download one off the interweb.”  And still others say: “What the heck is an operating agreement?”

First, the basics.  An operating agreement is a contract between the members of an LLC that outlines how the company will be run, who can make decisions, how and when members get paid, and what happens when the company dissolves or a member decides to leave.  They can, and do, get significantly more complex than that, but in a nutshell it is how the members define their vision for the company.

A good operating agreement protects you and your company in a number of ways.  Most importantly, it ensures that the members are on the same page regarding key decisions.  It may seem counter-intuitive, but the best time to plan for the end of a company is when you are starting a company.  Some of the most expensive, complicated, and messy litigation occurs in so-called “business divorce” cases.  The reality is, a lot of those lawsuits could have been avoided if a good operating agreement was in place.

Another benefit to an operating agreement is that it helps to show that you are following the formalities required for an LLC to protect your personal assets from creditors or lawsuits.  I have counseled many clients to ensure that they are treating their LLC as a separate and distinct legal entity, not merely as a personal alter ego.  That means not mixing personal and business funds in the same bank account, keeping clearly defined business records, and having an operating agreement in place.  This is especially true for single-member LLCs.  Many people form LLCs, but don’t take or keep up with these steps, which puts them at risk of losing the legal protection that an LLC can provide.

Lastly, if you have no operating agreement, you are stuck with the statutory rules.  You might not like how the rules apply to your business, and the operating agreement is your opportunity to customize things.  In that same vein, downloading a template from the internet is not going to be crafted to your specific needs, industry, and situation.

If your LLC doesn’t have an operating agreement, don’t worry; Boreale Law can prepare an operating agreement for you starting at just $500.00!  Plus, as your business grows, Boreale Law can be your trusted partner in smart business growth, without breaking the bank.  Check out our other services and price list.

Whether you need a new operating agreement, want to revise an existing one, or just want us to review your internet special, call or email Boreale Law today.  Boreale Law – Let us help you find your way!

Don’t Go It Alone When Forming Your LLC

Posted by on Jan 14, 2015 in Blog | Comments Off on Don’t Go It Alone When Forming Your LLC

It is relatively easy these days to form a Limited Liability Company, better known as an LLC, using the “do-it-yourself” method.  In Arizona, LLC formation is a straightforward process involving an application or registration form, a filing fee, and, publication of the approved “Articles of Organization” in a newspaper.  Arizona is actually one of the few states left that require publication of the LLC Articles of Organization.

However, just because you can do it yourself, that doesn’t mean it is a good idea.  Using a lawyer to form your LLC is money well-spent and provides peace of mind that a website or downloaded form just can’t match.  For instance, do you know why you need an LLC in the first place?  Do you understand the benefits and limitations of an LLC?  Are you aware of and prepared to follow the formalities required to ensure that your LLC protects you?  If you don’t know the answers, or haven’t thought of these questions, it is a good idea to consult with an attorney.

Believe it or not, forming your Arizona LLC with a lawyer can cost much less than you might think.  Boreale Law, PLC is Southern Arizona’s leader in fixed-price and flat-fee legal services.  For as little as $300 (plus filing and publication fees), Boreale Law can get your Arizona LLC formed and provide the peace of mind that comes from knowing it was done right.  View our price list.

Plus, as your business grows, Boreale Law can be your trusted partner in smart business growth.  Check out our other services here.   We can also tailor fixed-price legal services to fit your specific needs and budget.

Do-it-yourself may be good for home improvement projects, but it can be risky in the business world.  You might save a little upfront, but mistakes can be quite costly.  So, to form your Arizona LLC, call or email Boreale Law today.  Boreale Law – Let us help you find your way!

Economic Future of the Arizona-Sonora Region

Posted by on Oct 16, 2014 in Blog | Comments Off on Economic Future of the Arizona-Sonora Region

This is a great overview of the progress made and some of the challenges faced by Southern Arizona and Northern Mexico in enhancing cross-border trade and commerce.  I just attended the Grand Opening Ceremony for the new Mariposa Port-of-Entry in Nogales.  This is a great step forward in developing economic prosperity on both sides of the border!

Arizona and Sonora: An Established Cross-border Region Works to Find a New Niche in a Changing Global Economy

 

 

The Scariest Thing I’ve Ever Done

Posted by on Feb 5, 2014 in Blog | Comments Off on The Scariest Thing I’ve Ever Done

Some roads are straight, some roads are curvy, and some roads are a rocky, rutted mess full of wrong turns.  No, I’m not talking about the roads in Tucson (though, they are a rocky, rutted mess), I’m talking about the road that a small business owner takes.

That road is often lonely, full of uncertainty, and, at times, terrifying.  There are no maps, only vague directions and suggestions that may or may not apply to your particular road.  Usually, you get to that road by turning off one of those straight, smooth roads.  Why leave the interstate, with all of its good lighting and signage, for the great unknown?

Call it courage, or a sense of adventure, or ganas.  It takes guts to turn off the well-traveled road to blaze your own trail.  Your new road is full of questions – Am I going the right way? Have I prepared enough? Does this ever stop going uphill?  The road seems lonely, but you don’t have to go it alone.  There are lifelines out there, even when it seems like you are out of cell phone range.

As a lawyer, I can help alert you to some of the dangers that lie ahead and prepare to take on those challenges.  As a fellow small business owner, I can tell you that the road does stop going uphill, or at least it eventually levels out a little.

I could have stayed on that interstate, but I chose to turn off, like you.  Of all the areas of legal practice I could have focused on, small business owners were who I wanted to help most.  To be honest, when I started, I knew a lot about law, but not about the road.  Now, after almost 18 months, I’ve felt the fear, and the uncertainty, and the loneliness.  This has made me a better lawyer, listener, and counselor.

Back to that wonderful road that scares us, challenges us, makes us doubt and worry.  Despite all this, we know it will be worth it in the end.  And there are answers to help you find your way.  So, if you need a lifeline, just look at your cell phone; you’ll see that your signal is always at full strength.

AZ Minimum Wage Increase: An Oil Change for Your Business

Posted by on Nov 13, 2013 in Blog | Comments Off on AZ Minimum Wage Increase: An Oil Change for Your Business

Just when you thought you had this business thing figured out and had every part of your business running smoothly (yeah, right!), it’s time to make a change.  Effective January 1, 2014, the minimum wage in Arizona goes up to $7.90.  For most businesses, this will mean changing a number in QuickBooks or your payroll program and moving on.  Or, if you outsource your payroll, you might have to do even less.  So what does the minimum wage increase have to do with an oil change?  Hear me out.

As most of my friends (and definitely my wife) would tell you, I love cars.  Because of this, I tend to use automobile-related analogies way too often, and this post is no exception.  If you own a car, truck, van, or whatever, you probably know that you need to change the oil once in a while to keep it in top shape.  Or maybe you never change the oil and just buy a new car ever couple of years.  Either way, an oil change is vital to the longevity of your engine.  But an oil change is not just a necessary evil, it is an opportunity to take a look at all of your car’s systems to make sure it is running well and there are no major problems.

Whether you take it to a shop, or change it yourself, like me, getting under the car and inspecting things can tell you a lot about its condition.  Are there leaks, broken parts, or worn tires/belts/hoses?  Is there a serious problem just waiting rear its ugly head?  The oil change is usually the only time we stop driving long enough to notice these things and take action to prevent minor issues from becoming major issues.

I’m getting to my point now.  Your business, like your car, or anything else with a lot of moving parts, needs periodic inspections to run at its best.  As we approach the end of the year and the increase in the minimum wage, you have to make arrangements to comply with the law.  So what better time to have someone review your policies, procedures, and all of the other laws and regulations that affect your industry?

My job is to look for potential issues; some of which you might not have thought of.  Think of me as a mechanic for your business, and know that it is always cheaper to fix a problem early rather than waiting for a catastrophic failure.  Just like the difference between changing the oil or replacing an engine.

Do you measure success by Inputs or Outputs?

Posted by on Oct 16, 2013 in Blog | Comments Off on Do you measure success by Inputs or Outputs?

Think about it.  Do you assume that you’ve done a good job because you’ve spent a lot of time or money on something?  Is it rational to believe that the more time and/or money you spend on something, the more valuable it becomes?  Of course not.  You don’t have to be an economist to understand the law of diminishing returns.

No one wants to work or run their business by simply measuring inputs.  Let’s face it; it’s the output that matters.  That output could be quality of work, quality of life, or revenues generated.  It can be measured in many ways, but how do you find that balance?

Take the legal profession.  Most lawyers bill by the hour.  In other words, they measure inputs.  So if a lawyer spends three hours on a project, they bill the client for three hours times their hourly rate.  This creates an inherent conflict.  The typical client wants the best product (output) for the lowest price (input), which is how value is measured.  On the other hand, what is the incentive for the lawyer to be more creative or efficient—to work smarter, not harder (as my dad always says)?  The reality is, there isn’t one.

In a billable hour system, the lawyer is incentivized to spend more time on something.  Now, I would hope that my colleagues would never intentionally overbill for legal work, but all of those lawyer jokes must come from somewhere.  Joking aside, you can see the problem with measuring inputs.

There is a better way.  A lawyer-client relationship model exists that places value above cost – that measures outputs, not inputs.  Just as business owners have had to run leaner and more efficiently during the economic downturn of the last few years, they’ve come to expect the same from their suppliers, vendors, and service providers.  A lawyer is just a service provider (there, I said it).  So the market for legal services is starting to demand a better value proposition from the attorney relationship.

Few firms currently offer such a pricing structure, but the writing is on the wall.  Of the firms that do (hint, hint), the consensus is that clients are happier, attorneys are happier, and better work gets done.  Which makes sense, because who wants to stare at a clock all day?  Not me.

However you do it, find a way to measure outputs in your industry.  You will see that the return on your investment is much more than you put in.

If you think International Law is boring, you haven’t heard about the German Honey Trap.

Posted by on Oct 1, 2013 in Blog | Comments Off on If you think International Law is boring, you haven’t heard about the German Honey Trap.

Usually, when I tell someone that I used to work for U.S. Customs & Border Protection, they are very interested in the border issues, and couldn’t care less about the customs and trade stuff. Granted, busting drug smugglers in the desert makes for better Hollywood imagery, but don’t write off international trade so quickly.

Picture international intrigue, secret transmissions, billion dollar deals, and…honey. That’s right, honey. Did you realize that the United States imports more honey than anywhere in the world? There are also extremely high tariffs in place meant to prevent the importation of Chinese honey. Because it is so cheap, companies have gotten very creative in passing off Chinese honey as having a different origin. Read about how the heat came down on a German company doing just that here.

Who knew honey could be so exciting?

Don’t Ignore Your Own Backyard

Posted by on Sep 10, 2013 in Blog | Comments Off on Don’t Ignore Your Own Backyard

Sometimes when starting or growing a business, we tend to look to the future and try to visualize where we will be in five or ten years.  This is essential for long-range planning and motivation, and is normally a good thing.  Occasionally, this forward focus can lead us in in a direction we didn’t want to go, or cause us to overlook strengths that are right in front of us.  I’ll use my own business as an example.

I was formerly an attorney for U.S. Customs & Border Protection and gained a lot of experience in international issues, Customs, trade, immigration, and employment law.  When I decided to start my own law practice, I wanted to change my focus to help smaller business attain the same beneficial “in-house” counsel relationship that my government clients had.  Therefore, I emphasized my end goal of bringing affordable legal counsel services to businesses.  In doing so, I didn’t focus enough on which businesses I could best benefit.  The experience I gained in my prior job had a tremendous amount of value to particular business sectors and I failed to capitalize on that at the outset.

Don’t get me wrong, I created a good framework, but it never felt entirely “right.”  However, once I reexamined my skill set and looked around my own “backyard,” I realized that I had a lot to offer a certain type of business.  Amazingly, once you combine a forward-looking perspective with an honest self-assessment, things start to click.  The thing that makes your business unique could be a talent, skill, process, or even geography.

The metaphor here is that as a business owner, you never want to hem yourself in or limit your opportunities, but looking too far forward can do just that.  For instance in Tucson, we are in close proximity to Mexico and a vast population that lives just across the border, yet few businesses take advantage of that customer or manufacturing base.  Is that a business market you’ve considered?  Why not?  Is it concern over language, cultural, or other barriers?  Do the laws and regulations seem too complicated and bureaucratic?

There are a number of resources available to help you expand your business internationally.  In fact, there has never been a better time to take advantage of Arizona’s prime location at the forefront of international trade.  It is literally right in your backyard.  Don’t ignore it.

Does your company use unpaid interns? Don’t violate FLSA.

Posted by on Aug 22, 2013 in Blog | Comments Off on Does your company use unpaid interns? Don’t violate FLSA.

In light of recent complaints, the Department of Labor, which enforces the Fair Labor Standards Act dealing with minimum wage and overtime protection for employees, has taken a renewed interest in interns working for businesses. Often, these interns are unpaid, but that can violate FLSA in some circumstances. Some employers have been taking too broad a view of the intern exception and treat them as free labor. You obviously cannot do this. To make sure that you are in compliance, the DOL has issued guidelines for determining whether your intern is really an employee. You can read the guidelines here.

To summarize, there are six elements to look at when determining whether an employment relationship exists:

  • The internship, even though it includes actual operation of the facilities of the employer, is similar to training which would be given in an educational environment;
  • The internship experience is for the benefit of the intern;
  • The intern does not displace regular employees, but works under close supervision of existing staff;
  • The employer that provides the training derives no immediate advantage from the activities of the intern; and on occasion its operations may actually be impeded;
  • The intern is not necessarily entitled to a job at the conclusion of the internship; and
  • The employer and the intern understand that the intern is not entitled to wages for the time spent in the internship.

If you are unsure how these criteria relate to your interns, an employment attorney can help decipher them for you.