Monthly Archives: September 2012

Security Agreements: Ensuring Payment with Collateral

by Bryan Lane Berson, Esq. One of the most important aspects of commerce is getting paid – promptly and in full.  Security agreements are under-utilized devices that sellers can use to enforce their rights if buyers default on their obligations.  (To clarify, here, “security” refers to collateral, not stock or protection.) Obviously, parties expect payment […]

Both Sides Can Win Through Mediation

by Bryan Lane Berson, Esq. “People began to feel that they could consult with me with some safety and without the danger of being involved needlessly in long and costly litigation in court….I suppose that they were more reasonable than other clients, for they usually settled their differences out of court.” – Calvin Coolidge Business […]

The Employment Contract: A Tool to Clarify and Incentivize

by Bryan Lane Berson, Esq. The previous two columns focused on independent contractor agreements.  This month, we focus on employment contracts.  Usually, employment is “at will” – at any time, an employee can quit, or an employer can sever the employee.  Most employees do not have written contracts for a guaranteed time period.  While a […]

Independent Contractors: Structuring Relationships with Workers

by Bryan Lane Berson, Esq. Last month, we compared independent contractor and employment relationships.  The nature of the relationship between a worker and company depends on the circumstances.  Greater control over workers and the performance of their work tends to point towards employment, whereas less control points to independent contracting.  Rarely, is the distinction clear. […]

Worker Classifications: Independent Contractors and Employees

by Bryan Lane Berson, Esq. Organizations need personnel to perform services or produce goods.  Depending on the nature of the relationship and the degree of control the company exercises over the worker, a worker can be classified as an employee or independent contractor.  Most employment relationships are “at will,” which means that the employer can […]

Funding Buyouts of Departing Owners

by Bryan Lane Berson, Esq. Under a buy-sell agreement, when an owner dies, becomes disabled, or gives up ownership for some reason, the company or remaining owners may have to purchase the interest at stake.  It is critical to fund the buyout.  Without a practical funding plan, a company or its owners may have to […]

Buy-Sell Agreements: Preparing For The Day Your Co-Owner Leaves

by Bryan Lane Berson, Esq. A well-managed business can exist in perpetuity, but ownership won’t remain the same forever.  Eventually, an owner will leave for one of several reasons.  The owner may (i) retire; (ii) become disabled; (iii) die, (iv) lose a professional license, (v) want to sell or give away ownership; or lose control […]

Is Your Organization Disorganized?: Choosing Between Corporations and LLCs

by Bryan Lane Berson, Esq.  Suppose you operated a company with two lines of business – a service business (e.g., six sigma consulting) and manufacturing (e.g., precision instruments or ball bearings).  These businesses have different customers, growth prospects, financial statements, reinvestment needs, returns on capital, and cash flow characteristics.  They face different types of risks. […]

How Can an Employee Handbook Legally Protect and Improve Your Business?

by Bryan Lane Berson, Esq. Download PDF: Employee Handbooks “Point 1 – Create constancy of purpose toward improvement of product and service, with the aim to become competitive and to stay in business, and to provide jobs.” – W. Edwards Deming Similar, to a quality manual, an employee handbook can improve employee relations and efficiency, […]

Contracts That Focus on Lowest Price Can Harm Profitability

by Bryan Lane Berson, Esq. Download PDF: Supplier Relations “Point 4 – End the practice of awarding business on the basis of price tag alone.  Instead, minimize total cost by working with a single supplier.” – W. E. Deming Quality is often defined as “fitness for use.”  As members of a supply chain, manufacturers and […]