Law Office of Adam P. Whitney Blog

'Party Time' found at https://flic.kr/p/ihruT3 by Nanagyei (https://flickr.com/people/nanagyei) used under Creative Commons Attribution License (http://creativecommons.org/licenses/by/2.0/)
'Party Time' found at https://flic.kr/p/ihruT3 by Nanagyei (https://flickr.com/people/nanagyei) used under Creative Commons Attribution License (http://creativecommons.org/licenses/by/2.0/)
'Party Time' found at https://flic.kr/p/ihruT3 by Nanagyei (https://flickr.com/people/nanagyei) used under Creative Commons Attribution License (http://creativecommons.org/licenses/by/2.0/)

Having a Company Holiday Party? Have Fun, but Don't Get Sued.

Your company holiday party comes with potential legal liability. While you can never eliminate all potential liability, you can minimize your risk. Here are some ways to do that:

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'Mirror, mirror...' found at https://flic.kr/p/PBXr1n by Rolf Dietrich Brecher (https://flickr.com/people/rolfdietrichbrecher) used under Creative Commons Attribution License (http://creativecommons.org/licenses/by/2.0/)
'Mirror, mirror...' found at https://flic.kr/p/PBXr1n by Rolf Dietrich Brecher (https://flickr.com/people/rolfdietrichbrecher) used under Creative Commons Attribution License (http://creativecommons.org/licenses/by/2.0/)

Should a Single-Member LLC Have an Operating Agreement?

When you have more than one Member in your Massachusetts Limited Liability Company, having an Operating Agreement is almost a must. Called an “LLC Agreement” in some states, an Operating Agreement is a formal legal document that sets forth the rights and duties of Members and Managers, including financial issues and working relations. But what about when you are the only Member? Isn't this just an agreement with yourself? Why would you need it?

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'London - Bankside - Mar 2010 - Closing the Deal' found at https://flic.kr/p/95rcgU by Gareth1953 All Right Now (https://flickr.com/people/gareth1953) used under Creative Commons Attribution License (http://creativecommons.org/licenses/by/2.0/)
'London - Bankside - Mar 2010 - Closing the Deal' found at https://flic.kr/p/95rcgU by Gareth1953 All Right Now (https://flickr.com/people/gareth1953) used under Creative Commons Attribution License (http://creativecommons.org/licenses/by/2.0/)
'100 shares of the Chicago Great Western Railway' found at https://flic.kr/p/e5jWfW by Mike Miley (https://flickr.com/people/mike_miley) used under Creative Commons Attribution-ShareAlike License (http://creativecommons.org/licenses/by-sa/2.0/)
'100 shares of the Chicago Great Western Railway' found at https://flic.kr/p/e5jWfW by Mike Miley (https://flickr.com/people/mike_miley) used under Creative Commons Attribution-ShareAlike License (http://creativecommons.org/licenses/by-sa/2.0/)
'100 shares of the Chicago Great Western Railway' found at https://flic.kr/p/e5jWfW by Mike Miley (https://flickr.com/people/mike_miley) used under Creative Commons Attribution-ShareAlike License (http://creativecommons.org/licenses/by-sa/2.0/)

Document Your Ownership Interest or Stock Rights in an LLC or Corporation

Fox Mulder’s motto was “Trust No One.” Lawyers can understand this. Oftentimes, the practice of law is all about being paranoid. We have to assume that your business partner will screw you over, or that your employer will not fulfill your expectations. Don’t rely on a handshake, oral promises, or vague documents to establish your ownership interest in a business entity. That’s true whether it is a Limited Liability Company, Family Business or Corporation. The courthouse steps are littered...

'Alec Ross and Emily Banks at the AMCHAM reception in Auckland, August 31, 2012' found at https://flic.kr/p/d79Sah by US Embassy New Zealand (https://flickr.com/people/us_embassy_newzealand) used under Creative Commons Attribution-NoDerivs License (http://creativecommons.org/licenses/by-nd/2.0/)
'Alec Ross and Emily Banks at the AMCHAM reception in Auckland, August 31, 2012' found at https://flic.kr/p/d79Sah by US Embassy New Zealand (https://flickr.com/people/us_embassy_newzealand) used under Creative Commons Attribution-NoDerivs License (http://creativecommons.org/licenses/by-nd/2.0/)
'Alec Ross and Emily Banks at the AMCHAM reception in Auckland, August 31, 2012' found at https://flic.kr/p/d79Sah by US Embassy New Zealand (https://flickr.com/people/us_embassy_newzealand) used under Creative Commons Attribution-NoDerivs License (http://creativecommons.org/licenses/by-nd/2.0/)

Myths and Realities - Starting or Joining an LLC or Corporation with Friends, Family Members and Acquaintances.

As a lawyer who litigates disputes among partners, close corporation shareholders, and limited liability company members and managers, I hear a lot of myths about them. The myths below are in italics, with my (sometimes snide) comments below each one.

'Money Hedge' found at https://flic.kr/p/chEbX5 by Tax Credits (https://flickr.com/people/null) used under Creative Commons Attribution License (http://creativecommons.org/licenses/by/2.0/)
'Money Hedge' found at https://flic.kr/p/chEbX5 by Tax Credits (https://flickr.com/people/null) used under Creative Commons Attribution License (http://creativecommons.org/licenses/by/2.0/)
'Money Hedge' found at https://flic.kr/p/chEbX5 by Tax Credits (https://flickr.com/people/null) used under Creative Commons Attribution License (http://creativecommons.org/licenses/by/2.0/)

The New Massachusetts Equal Pay Act - How Bad Is it for Employers?

The new Massachusetts Equal Pay Act goes into effect on July 1, 2018. The basic concept of the statute is that you cannot pay employees differently based on gender. You are busy running your business, but don't ignore this statute. You could face lawsuits that result in high damages awards and an award of the plaintiffs' attorneys' fees and litigation costs. There are attorneys who will be actively targeting your company to find violations. The statute will be irresistible because any...

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'Film archive storage' found at https://flic.kr/p/aUg8cx by DRs Kulturarvsprojekt (https://flickr.com/people/kulturarvsprojektet) used under Creative Commons Attribution-ShareAlike License (http://creativecommons.org/licenses/by-sa/2.0/)
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A Minority Owner's Right to Inspect LLC Records or Corporate Books and Records

An LLC (Limited Liability Company) Member in Massachusetts has a right to inspect certain records of the LLC. This includes basic information, such as the certificate of organization, the names and addresses of all Members and Managers, and a copy of the operating agreement.

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'Godstorm' found at https://flic.kr/p/dxyjop by John-Morgan (https://flickr.com/people/aidanmorgan) used under Creative Commons Attribution License (http://creativecommons.org/licenses/by/2.0/)
'Godstorm' found at https://flic.kr/p/dxyjop by John-Morgan (https://flickr.com/people/aidanmorgan) used under Creative Commons Attribution License (http://creativecommons.org/licenses/by/2.0/)

Don't Cause Self-Inflicted Harm to Your Business because You Thirst for Revenge

Think carefully before you embroil your company in a lawsuit. Lawsuits are expensive and risky. A lawsuit can backfire in several ways. You can face counterclaims. You can be charged with the legal fees and costs of your opponent if your claims are not well grounded. You expose your company to producing private business documents and testifying under oath, which can open you up to more problems.

'Alec Ross and Emily Banks at the AMCHAM reception in Auckland, August 31, 2012' found at https://flic.kr/p/d79SjE by US Embassy New Zealand (https://flickr.com/people/us_embassy_newzealand) used under Creative Commons Attribution-NoDerivs License (http://creativecommons.org/licenses/by-nd/2.0/)
'Alec Ross and Emily Banks at the AMCHAM reception in Auckland, August 31, 2012' found at https://flic.kr/p/d79SjE by US Embassy New Zealand (https://flickr.com/people/us_embassy_newzealand) used under Creative Commons Attribution-NoDerivs License (http://creativecommons.org/licenses/by-nd/2.0/)
'Alec Ross and Emily Banks at the AMCHAM reception in Auckland, August 31, 2012' found at https://flic.kr/p/d79SjE by US Embassy New Zealand (https://flickr.com/people/us_embassy_newzealand) used under Creative Commons Attribution-NoDerivs License (http://creativecommons.org/licenses/by-nd/2.0/)

Does Your Business Need an Outside General Counsel?

Big companies have their own attorneys on payroll and at the ready. As likable as most attorneys are, businesses would not keep them on the payroll unless they added value. A general counsel acts as a strategic partner. She understands the business, puts it in the best legal position, and protects it from potential liability. When a dispute arises and a business needs immediate legal action, things go much better when an attorney who is already familiar with the business and issues is ready...

'Dogged' found at https://flic.kr/p/732b7n by JD Hancock (https://flickr.com/people/jdhancock) used under Creative Commons Attribution License (http://creativecommons.org/licenses/by/2.0/)
'Dogged' found at https://flic.kr/p/732b7n by JD Hancock (https://flickr.com/people/jdhancock) used under Creative Commons Attribution License (http://creativecommons.org/licenses/by/2.0/)
'Dogged' found at https://flic.kr/p/732b7n by JD Hancock (https://flickr.com/people/jdhancock) used under Creative Commons Attribution License (http://creativecommons.org/licenses/by/2.0/)

Employment Severance Agreements Should Be Drafted or Reviewed By Your Attorney

Severance agreements, also called separation agreements or sometimes settlement agreements are legal documents that can greatly impact legal rights and obligations. Some may consider these standard legal documents. While there are many standard provisions, careful drafting and review are in order. Even experienced attorneys make mistakes when drafting these documents. While they seem simple and straightforward, they are more complicated than one would think and there are many traps for the...