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What are the advantages and disadvantages of an LLC?
When it comes to creating a business entity, most business owners opt to go with an LLC. However, every business has different needs, circumstances, and goals. An LLC may not necessarily be the best entity to go with for all business owners. Before deciding to form an LLC, it’s important to learn what the advantages…
Read MoreGet It In Writing!
I can tell you from experience – both my own experience and the experience of others with whom I have spoken over the years – get it in writing. Get it in writing – or wish you had. I was reminded recently of what too often happens when plans and arrangements and understandings are NOT…
Read MoreWhen is the Best Time to Sell My Business?
Perhaps Kenny Rogers said it best, in his epic song “The Gambler.” “You got to know when to hold ’em, know when to fold ’em, know when to walk away, know when to run.” Every business owner wrestles with the age old question: When Is the best Time to Sell My Business? Obviously the answer to…
Read MoreHow to Handle Debt As A Small Business
12 Ways to Cope with Debt and Keep Your Business Alive Be Honest Get in touch with creditors, customers, and vendors and let them know that you’re in financial distress. This one move could buy you time, or at least make all parties aware as the first step to a sustainable payoff plan. Customers who…
Read MoreThe Different Types of Breach of Contract
What is the definition of breach of contract? At its core, breach of contract means breaking the terms of a written or verbal agreement. Breach of contract sounds pretty straightforward. Either you do it or you don’t. What Is a Fundamental Breach of Contract? The most obvious type of breach of contract is a fundamental…
Read More7 Common Legal Mistakes You Should Avoid in Your Business
Starting and running a business can be challenging. Business owners have to manage employees, ensure excellent customer service, work on marketing, and more. Among all the chaos, business owners tend to neglect the legal aspects of their business, which ends up hurting them in the long run. Here are seven common business legal mistakes you…
Read MoreCreating A Customer Service Revolution by John DiJulius
In our season kickoff – back in person – we’ll hear from John Dijulius. Ticket includes breakfast, networking opportunities, and a Q&A. About this event About John DiJulius John DiJulius is redefining customer service in corporate America today. He didn’t read the books on customer service, he wrote them. One of the most captivating and…
Read More5 Things to Look For In a Damages Expert
In connection with commercial litigation, it will often become necessary to hire a “damages expert.” The damages expert will familiarize him or herself with the facts of the case and the underlying claim, and then develop an estimate of the value of the claim, also referred to as “damages.” A damages expert can be essential,…
Read MoreThe Pros and Cons of Alternative Dispute Resolution
One of the worst things that business owners and professionals can face is litigation. The problem with litigation is that it can be very costly and time-consuming. It is also mentally and emotionally taxing, which is why most people prefer to avoid it. This is where alternative dispute resolution (ADR) comes in. An increasing number…
Read MoreThe Critical Importance of Exhaustive Discovery
Let’s get into the fascinating world of discovery. I remember my initial experience of the term like it was yesterday. During my early years in private law practice I assisted the seasoned attorneys with discovery. It sounded beyond exciting, as if we’d be tackling fast-paced scientific exploration, investigating stem cell research, or doing something even…
Read MoreCreating A Customer Service Revolution by John DiJulius
About John DiJulius John DiJulius is redefining customer service in corporate America today. He didn’t read the books on customer service, he wrote them. One of the most captivating and charismatic speakers today, John’s keynotes and workshops are used by world-class service companies to provide unforgettable customer service every day. In his high-energy presentations, he…
Read More8 FAQ Regarding Contracts
What is a contract? A contract is a promise or set of promises for the breach of which the law gives a remedy or the performance of which the law recognizes as a duty. In other words, a contract is a promise that is enforceable by law. What are the requirements for proving the existence…
Read MoreWhat You Should Know About Breach of Contract with Fraud Claims
Contracts are used in business to create legally binding agreements between parties. Violating any of the conditions or terms of the contract is referred to as a breach of contract. A contract breach can result in a civil cause of action that may result in a variety of damages, including monetary damages and specific performance.…
Read MoreThree Types of Buy-Sell Agreements
There are three general types of buy-sell agreements. They are often defined as: fixed price, formula price, and valuation process. Fixed price agreements are exactly as they are advertised – the price is set in the agreement, and that price stands until the agreement is updated. Fixed price agreements tend to result in a fairly high…
Read MoreWinning Big In Court: End Goal, or Idealized Outcome?
We live in a society that’s familiar with the legal process, but most everywhere we look we see a version of the legal world that isn’t true to reality. A key player in this misleading charade is the “big win.” Entertainment plays it up, as do sensational news stories. After so much exposure to the…
Read MoreFinding a Business Acquisition By Creating a Deal Magnet
Finding a Business Acquisition By Creating a Deal Magnet Recently a prospective client approached me for help with a business acquisition he hoped to make. The prospect had yet to identify a suitable opportunity but knew he wanted to acquire a manufacturing business. He spoke as well of forming a search partnership to make several…
Read MoreThe Critical Importance of An Acquisition Action Plan
With any business acquisition, we can recommend and prepare a comprehensive business acquisition strategy. At the top of the to-do list is a thorough consideration of all tax-related aspects of the contemplated business acquisition. This consideration should precede drafting a letter of intent. Over the years, I have observed that many clients will proceed to draft…
Read MoreBuying a Distressed Business Can Be a Good Acquisition
For some buyers, but not most, buying a distressed or troubled business can be the right move. Buying distressed businesses is a risky acquisition strategy – but with potentially great rewards. Recently a client of mine bought a business that was so troubled that it had been shut down altogether and “mothballed.” My client knew…
Read MoreWhen Conducting An Acquisition Search, Be Both Systematic and Opportunistic
It occurs to me that when you search for an acquisition opportunity, it is very important to be both thoughtful and systematic. After a great deal of thought, determine what type of business you seek to acquire and why acquiring such a business makes sense for you. As part of this process, I recommend creating…
Read More5 Questions to Ask When Thinking About Buying a Business
I have assisted with many business acquisitions over my decades practicing business law, most of it focused on business transactions. Along the way, I have helped literally dozens of clients and budding entrepreneurs acquire their first businesses. In most of these cases, I also helped the client identify the acquisition opportunity. I list below a…
Read MoreThe Importance of Letters of Intent and Term Sheets in Business Acquisitions
I recommend that letters of intent, and term sheets, that cover all of the major business points concerning the contemplated transaction, be sufficiently detailed. Why? Because unless there is a fundamental agreement regarding the important business points between or among the parties to the transaction, there is little to no legitimate reason to invest additional…
Read MoreRSVP is Open: Intellectual Property In Business Transactions
The Critical Importance of Intellectual Property In Business Transactions May 20, 20229am – 10:30am EDTZoom MeetingFREE with RSVP Kathryn Perales of the Calkins Law Firm is an experienced intellectual property attorney who has practiced law for over 20 years in both Ohio and Texas. She has assembled a panel of experts to discuss intellectual property…
Read MoreYear-End Business Planning
As a business owner myself, I have been doing my own year-end business planning. My businesses have performed and progressed well but I have by no means accomplished all of my objectives with any of my businesses. While I work on improving their performance and accelerating their progress each and every day, I use the year…
Read MoreWorkers Can Be “Intoxicated Persons” Too
For those of you who are purveyors of alcohol or who are counselling purveyors of alcohol, the Ohio Supreme Court recently clarified that a liquor establishment’s workers and independent contractors, if they are served alcohol by the establishment directly or indirectly, are covered by Ohio’s Dram Shop Act, R.C. 4399.18. In Johnson v. Montgomery, 2017-Ohio-7445,…
Read More“Will You Waste My Money Like the Other Firm?”
This prospective client minced no words. While a question this blunt could take anyone aback, it does deserve a direct answer. Calkins Law Firm is happy to oblige and will always answer “no” to questions like this. Here’s how we differ from the rest. What Sets Us Apart At Calkins Law Firm we care about…
Read MoreWhy We Recommend a Co-Founders’ Agreement – the All-Important What-Ifs
I recently interviewed the founding partner of a local private equity firm. Something he touched on was the fact that when he established his firm, he had an unwritten, understood 50/50 partnership with his co-founder. Years later, when the two decided to go their separate ways, they struggled through the procedures, protocol, and legal matters…
Read MoreWhy Mediation is an Effective Form of Dispute Resolution
When entrepreneurs are launching a business, anxious thoughts often permeate their minds. They will think about how they will fund their business, possible contracts, and even future mergers and acquisitions. Few worry about the possibility of litigation down the road. Business owners just like you sometimes get sued. However, must business disputes always be resolved…
Read MoreWhy Choose Regulation D Private Placement?
At Calkins Law Firm we often work with early stage and growth businesses as they raise money, search for investors, and plan to issue securities. We also find ourselves spending time explaining the logic behind a Regulation D private placement recommendation, since clients always ask, “Why?” A private placement of securities is one that doesn’t…
Read MoreWhy a Co-Founders’ Agreement Is Key To Smooth Startup Operations
Try as they might to be realistic and practical, co-founders going into a startup are naturally excited to work on making their dream business a reality. That positive energy is necessary to motivate co-founders along the sometimes arduous journey of business creation. But once positivity encounters trials or roadblocks, it could be easy to throw…
Read MoreWhen is the Best Time to Sell a Business?
We are often asked, “When is the best time to sell a business?” Just as often, we are asked, “How does one go about selling a business?” When is the best time to sell a business? It is ideal/optimal to sell a business when there is plenty of credit available to prospective business buyers to…
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