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When starting a business it is important to have safeguards in place and be in compliance with New Jersey Employment laws. There are employment documents, including employment contracts, employee handbooks and policies which should be in place to be compliant. We can counsel you in your efforts to run a legally sound business.
When taking on employees your business could be responsible for an employee’s actions. An employee handbook is the synopsized policies and procedures of an organization. One of the most important aspects of any employment relationship is the communication between the employer and the employee, and the employee handbook is an integral part of that communication. The employee handbook sets forth company expectations as well as the expectations an employee should have from the company. A well written handbook addresses the major points of employment with the company in as clear and as concise language as possible, while maintaining the maximum amount of flexibility. It will define policies regarding termination, drug use, Internet and e-mail use, vacation, sick leave, grievances, benefits, disability, sexual harassment and other important policies.
Developing a succession plan process is a very involved process that includes: reorganization of equity, reviewing existing insurance policies, updating wills and trusts, drafting buy/sell agreements are drafted, implementing employee incentive plans, etc. The process involves the counsel of independent professionals working with our business attorneys for a collective plan. Business succession plans outline in detail the who, what, when, why, and how takes place upon the death, disability, retirement or withdrawal of a business owner.
Where two or more friends, family members, or other individuals come together to form a closely-held business entity, to start a new business or some other purpose, the parties should execute a binding legal agreement amongst themselves and the company to address a variety of issues relating to the ownership and control of the company. The agreement should be discussed and executed when commencing the business relationship, because many individuals tend to overlook or downplay the real possibility of potential conflicts and problems that may arise in the future. Also, due to their low number, shareholders in closely-held business arrangements often assume management and direction of the company an agreement will make known who controls and manages the business.
As a Director or Officer of a business certain actions that are undertaken can be illegal, unauthorized, or damaging to the business. Although the corporate veil normally protects the business form personal liability, Directors and Officers may still be open to liability. Directors and Officers (or D & O) liability insurance is different from general liability or business owner's insurance because it provides financial protection for an individual or individuals. It usually does not cover penalties, punitive damages, fines or claims made on a criminal basis. In today’s world, business owners may want to consider directors and officers liability as a part of their overall insurance program. It provides coverage for directors and officers of an organization in the event they are sued in conjunction with the performance of their duties as they relate to the organization. As your business grows and your assets increase in value our experienced attorneys can help you evaluate your options and polices to make sure you are protected.
Under the New Jersey Franchise Practices Act (NJSA 56:10-1)(“NJFPA”) sets forth a number of legislated rights designed to benefit franchisees. Both franchisors and franchisees with operations in the state of New Jersey should be aware of the NJFPA and its legislated rights, including NJFPA’s extremely vague “prohibition” against “unreasonable standards of performance”. Franchisor Standards of Performance must be “Reasonable”. Under the NJFPA franchisors are prohibited from imposing “unreasonable standards of performance on franchisees”. This extremely vague “prohibition” is open to a broad range of interpretation and is designed, among other things, to prevent the termination of franchisee rights under the pre-text of “non-compliance”. We will review franchise documents, explain your standards of performance and advise you throughout the process of purchasing or selling a franchise.
If you are buying or selling a business such as a franchise, restaurant, convenience store, there are a number of legalities that should and can be discussed with one of our attorneys. If you are buying or selling a business in New Jersey review of:
  • Business lease agreements;
  • Trademark and intellectual property license agreements;
  • Shareholder and partnership agreements;
  • Franchise purchase transactions;
  • Establishment of franchise system (FDD) disclosure documents; and
  • Franchise registration.
Are all things to be considered. In addition to the normal business acquisition issues, we make sure that all of the franchise agreements are assigned. We also ensure that all post-closing liabilities and assets of the business, including obligations to franchisees, are transferred to the new owner. We will provide you with our legal expertise in buying and/or selling franchised businesses.
A well authored operating agreement is so important but very often overlooked when forming an LLC in New Jersey. Often times entrepreneurs register their businesses and don’t follow up with and operating agreement. Getting the Business Certificate of Registration does not automatically form how your business will operated nor does it provide for contingencies. Under what circumstances can a member may assign his or her interest in the LLC? Some issues to consider include, without limitation: 1) whether a member can assign his or her interest prior to the dissolution and winding up of the LLC; 2) whether an assignment requires member and/or manager approval; 3) whether the assigning member must sell his or her interest to the remaining members and/or the LLC or offer them a right of first refusal; 4) regardless of the restrictions placed on assignment, whether a member can assign his or her interest to relatives during life and/or upon death; and 5) the rights of an assignee including, without limitation, whether an assignment of a member’s interest entitles the assignee to any rights of a member, other than economic rights. Under the default rules of the act, a member may assign his or her interest in the LLC, in whole or in part. However, upon assignment, an assignee only receives the economic benefits of membership, such as the right to receive distributions and share in the profits and losses of the LLC. The assignee does not, for instance, receive any voting rights previously held by the assigning member. These are all considerations that can be discussed with one our attorneys today.
Opening shop is very exciting! However the first deal may not be the best and the terms of the lease may not be the best either. One of our Ocean County attorneys can help review the commercial lease. Some common mistakes that we see are people, Accepting the Terms of a Standard Lease, Assuming the Landlord’s Proposed Lease Is Fair, Failing to Understand Your Negotiating Position, Overlooking Market Research and Signing a Lease Without Understanding Its Terms. Most leases are full of legalese that can make the untrained eyes glaze over. Therefore it is important to have an attorney read its entirety and understand what each provision means and advise you of such. For instance, what happens if the landlord’s lender forecloses? Or what happens if you need to terminate the lease? It is far more likely that the landlord’s attorney has crafted a lease that favors the landlord in terms of the rights and obligations of each party. Therefore, it is imperative for you to negotiate a lease that also has your best interest in mind.