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January 19, 2010

Outsourced General Counsel

If you are looking for a way to get a handle on your legal expenses, consider using CLG as your outsourced general counsel (OGC).  Whether you're a startup or a large, established business, two things are certain: (1) you need business-related legal support and (2) you need to control your legal expenses.

Under the OGC program, you get:

predictable monthly legal fees;

access to legal advice basically whenever you need it;

x number of legal documents/projects prepared for you each month/quarter/year (depending on the program you select).  This could be trademark applications, license agreements, consultant agreements, buy-sell agreements, operating agreements, service contracts, website documents, cease and desist letters, independent contractor agreements, pre-incorporation agreements, subscription agreements, stock purchase agreements, etc.

The bottom line is your legal spend becomes controlled and predictable and you no longer have to count the cost in billable time for each project you'd like to run past a lawyer.  Hire CLG as your Outsourced GC and let us be your strategic legal advisor.

Request a consult on the CLG site to get more information.

January 7, 2010

 http://tinyurl.com/TalentLocalCLG

December 17, 2009

Planning to sell or transfer shares of your corporation's stock?  Trying to raise money from 'investors'?

Before you do, it's important to review a few things, such as:

-the Articles of Incorporation (any restrictions on transfer?)

-the bylaws (restrictions on transfer? any internal procedures required?)

-your corporation's buy-sell agreement, stock redemption agreement or shareholders agreement

-if your corporation is an S corp, consider whether the prospective shareholder will jeopardize your corp's Subschapter S election

-if your corp is an S corp, consider whether the investor is asking for preferential treatment on dividends or other issues that could effectively create a second class of stock (and therefore destroy your S election)

-if your corp is a professional corp, can the prospective shareholder own shares in the professional corp?

-find the applicable state/federal securities laws exemptions (avoid securities laws violations)

December 15, 2009

Microsoft to Plurk:  Oops!

Today Microsoft released a statement admitting that its Juku beta application was indeed developed, in part, by copying code and some UI from Plurk.  According to Microsoft, it will suspend development of Juku.  Read Plurk's blog for more on this.  I guess every developer, no matter how large, is capable of making huge mistakes. 

December 10, 2009

What Does Your Site’s Terms of Use Say About Forum Selection?

“What is ‘forum selection’?” you might be saying.  Here is a forum selection clause from a well known online retailer:

Any dispute relating in any way to your visit to Amazon.com or to products or services sold or distributed by Amazon or through Amazon.com in which the aggregate total claim for relief sought on behalf of one or more parties exceeds $7,500 shall be adjudicated in any state or federal court in King County, Washington, and you consent to exclusive jurisdiction and venue in such courts.

Ok, now that we’re on the same page on “Forum Selection” clauses, what does your website’s terms of use/service say?  If you want to resolve any of your website-related disputes near your base of operations, your forum selection clause needs to clearly state that.

Moreover, the content of your terms of use/service is nearly worthless (legally) if it’s not set up in a way that creates an enforceable contract.  If you rely on the ‘browse-wrap’ method of enforcing your terms, you are at risk that your terms will not enforceable against users/customers.   This method relies on the theory that your users/customers have demonstrated their willingness to accept your terms merely by their use of your site/service.  Some courts have found this not enforceable.  To lower this risk, it’s better to set up your terms of use/service as a ‘click-wrap.’  This means that your users/customers actually take some affirmative step to show you that they are accepting your terms.  For example, have your users/customers view the terms of use/service when they are registering; make it technically necessary for them to check the ‘I Accept’ box or button in order to proceed through the registration or check-out process.