The Calkins Law Firm | Premier Business Law Professionals In Ohio and New York

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FAQs

What is a Business Incubator?

An entity general backed by venture capital funds at assist emerging growth companies, generate early-stage investment opportunities, and develop business concepts or new technologies of interest to venture capitalists.

What is an Investment Bank?

A financial intermediary whose services include:

  • (a) acting as an underwriter and otherwise facilitating the sale of securities;
  • (b) facilitating mergers and acquisitions (including rendering fairness opinions);
  • (c) providing financial and strategic advice; and
  • (d) trading securities on their own account.
What is a Jump Ball?
A term used to describe the sharing by the sponsors of a collective investment vehicle (such as a private equity fund or venture capital fund) of the carried interest, generally with individuals that assist the sponsors in some way (such as sourcing transactions). The jump ball portion of the carried interest can be allocated by the sponsors/principals on a discretionary basis, or pursuant to certain agreed-to criteria.
What is Market Capitalization?
A measure of corporate size based on the total dollar value of all outstanding shares of a company’s stock (i.e., number of outstanding shares multiplied by the current market price for the shares).
What is an Offering?
Securities offered for sale by a company to the public pr private investors.
What is "Working Capital"?

"Working capital" is a measure of a company's short-term liquidity and funds required to operate the business in the ordinary course, calculated by subtracting a company's current liabilities from its current assets.

"What is a startup"?

Startup refers to the initial state of development of a company, usually early-stage, and often pre-revenue.

What is Business Law and Why Is It Important?

Business law is a section of code that protects liberties and rights, maintains orders, resolves disputes, and establishes standards for business concerns and their dealings with government agencies and individuals. Every state defines its own set of regulations and laws for business organizations. Similarly, it is also the responsibility of the business concerned to know the existing rules and regulations applicable to them.

Importance of Business Law

Business law plays a vital role in regulating business practices in a country. Here are some points that prove why business law is so relevant:

  • Compensation Issues – Business law is essential to handle various compensation issues in an organization. A professional business attorney at a calkins law firm can help companies in settling issues related to compensation and salary management. It is the responsibility of the attorney to ensure that their client does not violate compensation and benefits laws at any cost. The consequences can be fatal in case of any discrepancies.
  • Safeguard the Rights of Shareholders – Business law plays a vital role when it comes to safeguarding the rights of a company’s shareholders. An experienced business law attorney can successfully handle such issues along with conflicts related to minority shareholders, constitutional documents, resolution by arbitration, and more.
  • Business Formation – Business law plays the role of a foundation stone for any business concern. Establishing a business includes a lot of legal processes, leasing, and permits. A business law attorney is well-versed with all the relevant regulations and can help the concern establish its operations successfully.
What Is Agriculture Law?

Agriculture law governs legal issues affecting the farming and ranching industries. Typical agriculture law issues include the use of pesticides, land use and zoning, environmental issues, and patents on genetically modified seeds. Because agriculture law focuses on an entire industry, it can affect small family farms as well as large commercial farming operations.

Agriculture law includes federal and state laws, as well as rules and regulations enacted by administrative agencies, such as the United States Department of Agriculture (USDA) and the Environmental Protection Agency (EPA).

Other Considerations When Hiring an Agriculture Law Attorney

Farms, both big and small, can face a host of federal, state, and local legal issues. Farmers may have regular contact with the federal government through federal aid and loan programs, and many states provide additional assistance. States and the federal government also impose many environmental, safety, and employment regulations and responsibilities on farmers. Finally, at the local level, farmers may have issues involving land use and zoning. This is why it is important to consult a lawyer with experience in the specific issue you are facing. Without the knowledge of how the many areas of law specifically affect farms, a lawyer may not be able to obtain the relief that farmers need.

Many farmers may also face sanctions by administrative agencies, such as the USDA or EPA. Navigating the appeal process when fined or penalized by one of these agencies can be extremely complex. Farmers facing administrative proceedings should contact a lawyer as soon as possible to protect their legal rights and ensure that they have considered all the possible legal solutions.

If you are facing an agriculture-related legal issue, contact an agriculture lawyer immediately to protect your rights and explore your legal options.

What Does A Business Litigation Lawyer Do?

Business litigation encompasses defending or resolving legal disputes between companies and other parties. In many instances, it is used to describe defending companies accused of misconduct or being sued for a variety of reasons. A business litigation lawyer is a legal professional who is able to manage both minor and significant legal concerns, including lawsuits, that a company may need to navigate as part of their business. Business litigation lawyers can guide and/or represent companies when any sort of conflict arises in different aspects of their day-to-day operations. Our experienced team is ready to help companies in and out of court to obtain the best possible outcomes.

Companies will often employ law firms to help with legal actions instead of having in-house counsel, as most do not find themselves involved in legal action often enough to take on the salary of an in-house, full-time business litigation attorney. Business litigation lawyers have a wide spectrum of professional services they can provide to their clients. Some of the most common include:

  • Managing disputes that arise from contract negotiations or interpretations
  • Representing a client in a breach of contract case
  • Managing strategic business partnership and interconnected business activities
  • Employment law consulting, representation, and litigation
  • Managing disputes arising from company shareholders’ concerns

Many times, business disputes can be resolved quickly and out of court, which significantly reduces financial costs and emotional stress. In the courtroom, the types of cases handled by business litigation lawyers are often complex. A skilled business litigator will have the patience and knowledge to diffuse these situations and work calmly through what can be challenging and emotional moments.

What is Mergers & Acquisitions?

Mergers and acquisitions (M&A) is a practice area of the law, focused on domestic and global transactions aimed at consolidating businesses of two or more companies through legal operations such as mergers, purchase of assets, tender offers, hostile takeovers, among others.

M&A deals vary in terms of the complexity and sophistication of the legal operation implemented to carry them out. M&A deals are also used in a wide variety of industries to enable strategic growth for businesses. Although each M&A deal is not the same, there are usual stages implemented in many M&A transactions, as follows:

Due diligence: The financial and legal advisors of the buyer make a comprehensive revision of the financial and legal matters of the target company or assets that will be purchased. The due diligence phase's purpose is to identify any potential financial or legal contingencies that might affect the transaction. The due diligence findings will be used as the primary source to prepare the contract for the M&A deal.
The contract: The legal advisors of the parties prepare and negotiate a contract, which allocates the risks between the buyer and the seller according to the findings made in the due diligence phase. Among others, the contract may be in the form of a stock purchase agreement or an asset purchase agreement.
The closing: The contract provides a detailed description of the actions both the buyer and the seller will have to perform to close the M&A deal. Each closing is different in consideration of the specifics of the transaction. For example, some closings may require that a governmental authority grants its authorization. Other closings may only depend on each party's individual actions (i.e., payment of the purchase price, delivery of stock certificates, etc.).
Post-closing: Even if the M&A deal has been closed, the parties may still have to comply with post-closing obligations or actions, such as non-compete or non-solicitation obligations, among others. However, some M&A deals might not have any post-closing obligations.

Real Estate Law

Real estate law, or property law, generally refers to the laws controlling the ownership or use of land in the United States. Real estate law is a branch of civil law that covers the right to possess, use, and enjoy land and the permanent man-made additions attached to it. Real estate law directly or indirectly impacts most of us on a daily basis, affecting homeowners, renters, landlords, home buyers, and home sellers.

In the United States, every state has exclusive jurisdiction over the land within its borders. Each state has the power to determine the form and effect of a transfer of real property in its jurisdiction. As a result, state law requirements vary significantly from state to state.

Real Property & Personal Property

There are generally two types of property: real property and personal property. Most of the legal concepts and rules associated with both types of property are derived from British common law. Back then, "real property," often shortened to just property, generally referred to land and fixtures upon land. In modern times, real estate has become an American umbrella term for buying, selling, renting and using land.

Specifically, real property is land and ordinarily anything erected on, growing on, or affixed to it, including buildings and crops. The term land, in its general usage, includes not only the face of the earth but everything of a permanent nature over or under it, including minerals, oil, and gases.

Personal property, meanwhile, is anything other than land that can be the subject of ownership, including stocks, money, notes, intellectual property as well as intangible property.

Real Estate Sales & Purchases

When a piece of property is sold, real estate brokers or agents are often hired by the seller to obtain a buyer for a property. Real estate brokers, agents, and salespeople are licensed and regulated by local state laws.

A real estate agreement between a buyer and seller of real estate is governed by general principles of contract law and individual state laws. The sale or transfer of real property is almost always required to be in writing. It is often required in real estate contracts that the title to the property sold be "marketable." An attorney or a title insurance company is frequently employed to investigate a title's legal marketability.

In order to pass the title, a deed with a proper description of the land must be executed and delivered. Some states require that the deed be officially recorded to establish ownership of the property and/or provide notice of its transfer to subsequent purchasers.

Landlord / Tenant and Land Use Laws

In addition to the purchase or sale of lands, states typically regulate the renting or leasing of property for residential or commercial purposes. Such laws cover a range of practices, such as how security deposits are handled, evictions, and more.

State and local laws may also have a substantial effect on how owners use their property. Zoning and environmental laws affect development and construction projects. Further, community or homeowner association rules affect the use of property in many modern residential communities. FindLaw's Real Estate Center has in-depth information on buying a home, refinancing a home, selling a home, avoiding foreclosure, and more. You can find out what you need to know about renter's rights, finding the right mortgage, home equity loans, foreclosure, and a host of other real estate issues.

What Is an Angel Investor?

An Angel Investor is an individual investor, generally with a high net worth, who provides capital to early stage businesses. Angel investing is a crucial segment of the business funding universe because they help get start-ups to a point where they can appeal to venture capital and private equity for funding. Angel investors often invest in industries and businesses in which they have specific experience and can offer a start-up more than just money.

Angel investors are a varied lot. On one end of the spectrum, you have wealthy people looking for a new hobby who might expect more “say so” over the daily operations of your business than you’d like. On the other end of the spectrum, you have savvy investors who know how to run a business, have a lot of connections and give solid advice.

How Can an Entrepreneur Get Angel Investors?

In reality it’s fairly easy to find an angel investor; a simple web search will yield dozens of angel investor lists. The tricky part is to find the right angel investor. Finding the right angel investor requires careful planning and skill.

The main way entrepreneurs try to find angel investors is through face-to-face networking. Nobody is born knowing how to network and unfortunately most entrepreneurs only think about what to say when pitching their company when at a networking event. This learning on the job approach can burn bridges and ruin your chances of finding an angel investor. Also keep in mind that there is no way around the fact that building a network of potential investors and resources takes time. You can go to all the conferences and networking events out there but you’re not going to build a network in a year or two.

Once you get a meeting with a potential angel investor, you need to have a concise and compelling presentation. You only have minutes to make the case for why an angel investor should give you money so every word counts. Don’t make the mistake of assuming all you have to do is describe your great idea, a smart angel investor will “get it” and give you money. A great idea is not enough. You have to show angel investors that you understand the needs of the market, who your competition is, exactly how you’re going to grow the business and how the angel investor will make money from the deal. You also need to think of every question they might throw your way and have ready answers to those questions.

The next step in the process is to negotiate a deal. A few entrepreneurs know the ins-and-outs of negotiation but most don’t. When you negotiated a deal to get money in exchange for a piece of your company you need to figure out how to make it a win-win situation. You need to answer questions like:

  • How much of my company should I give away for how much cash?
  • Is what I’m asking reasonable? Am I asking too much? Am I giving away too much?
  • What, besides money, does my company need?
  • What is an angel investor going to expect as return on their investment?
What Are Private Equity Funds?

A private equity fund is an investment fund managed by a private equity firm and whose primary purpose is to buy a company, make some changes, and then sell it for a large profit. Historically, private equity funds were used as a way to invest in private companies. However in recent years, it has become more common for private equity funds to invest in public companies and take them private.

Private equity funds typically get their capital from large institutional investors such as pension funds and university endowments. Most institutional investors do not invest directly in privately held companies because they do not have the desire or expertise to get into the day-to-day management of the companies they invest in; thus they hire private equity firms to manage that aspect of their investment portfolio.

How the Attorneys at Calkins Law Firm Can Help

The attorneys at Calkins law firm can be a trusted resource when you want to explore whether private equity is right for your company. We can help connect you to other trusted advisors and help you find the right private equity investment to grow your company. Contact our law office today to learn more about how Calkins Law Firm can help you.

What Is Venture Capital?

Venture capital is money used for investment in startups and expansion stage businesses that involve high risk but offer the possibility of large profits. Venture capital funds make a profit by investing in several companies knowing that the few that are successful will repay investors for the ones that fail. Venture capitalists typically require more proof of concept and revenues before they invest than do angel investors. Besides money, venture capital investors can also help with business advice and finding qualified professionals to fill vital roles in the company.

How Calkins Law Firm Helps Entrepreneurs Get Venture Capital

Venture Capitalists are savvy investors. They might give you money but they are going to ask a lot of questions first. Are you ready with answers? Do you even know what questions they are going to ask? The seasoned attorneys at Calkins Law Firm know what questions venture capital investors are going to ask and our attorneys will help you prepare your answers so you can show your business in the best light possible.

For entrepreneurs who have built a successful business and want to take it to the next level, venture capital funding can be the right move.

What does Calkins Law Firm stand for & the Five E's?

Our Commitment to You: The 5 E's

  • Empathy
  • Expertise
  • Experience
  • Enthusiasm
  • Ethics

Around the firm, these became known as ‘The 5 E's”.

Let’s start with Empathy. Frankly, we care very deeply about our clients. We listen to them, and do our level best to serve their interests. That’s empathy.

Expertise and Experience are the twin pillars upon which we built our firm. Calkins Law Firm is staffed by well educated, top rated and highly experienced attorneys typically with 20 to 30 years of relevant experience. Our attorneys are top-drawer and have “been there and done that.” That’s Expertise and Experience.

Calkins Law Firm practices law and serves our clients with enthusiasm and zeal. We all love what we do and how we do it. That love is reflected in our enthusiasm. We really enjoy the work we do for our clients. That’s Enthusiasm.

Finally, let’s remember that we are professionals and that we operate under rules of professional responsibility. But that is just the starting point as we endeavor to be beyond reproach in our ethics and our conduct at all times and to always exceed ethical rules or guidelines. We are committed to doing right by our clients, as well as any and all applicable others we come into contact with. That’s Ethics.

Calkins Law Firm is built on these 5 E's

Here at Calkins Law Firm, we look forward to working with you on all of your future legal situations. Rest assured – we will always observe the 5 E's!

8 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 of a contract?

Generally a contract is a promise that is enforceable either because “consideration” was given in exchange for it or because the promise induced the reliance of the other party on the promise.

Need a contract be in writing?

In general, a contract need not be in writing. However, certain contracts, such as a contract for the purchase of real estate, is required to be in writing pursuant to the statute of frauds.

What does it mean to “breach” a contract?

A breach of contract is the failure of a party to the contract to perform obligations that are required or obligated to perform under the contract.

How is breach of contract established/proven?

To establish or prove the breach of a contract one must first establish or prove the existence of the contract, and thereafter must establish or prove the failure by a party to the contract to perform an obligation that was required under the contract.

Are there legitimate reasons/excuses for breaching a contract?

In general, no. However, there are a few exceptions to this general rule. A party may not be required to perform under the contract if the other party has already breached the contract, and performance of a contract is not required where it has become impossible.

What is available in the way of damages for the breach of a contract?

If the contract has been proven to have been breached, the non breaching party is typically entitled to damages. In other words, damages are awarded to the non breaching party so as to place that party in a position they would have been in but for the breach.

What are the obligations of the non-breaching party?

To mitigate damages. In the event of a breach, the non breaching party is under an obligation to minimize or mitigate damages. The non breaching party on becoming aware of the breach should take reasonable steps to avoid compounding or adding to the damages.

Here is an example of how the duty to mitigate damages might apply: Let’s assume Party A contracts with Party B to replace the brakes on a vehicle. Shortly thereafter, Party A becomes aware that he has no brakes, that the brakes were removed and not replaced. While Party A can pay someone else to replace the brakes and recover the cost of the remedial work from Party B in damages, Party A is not going to be permitted to operate the vehicle knowing that it has no brakes and then when he gets into a serious accident recover those larger damages from Party B. Party A has a duty to take reasonable steps to mitigate (think minimize) damages for the breach of contract.

As business lawyers, much of our work revolves around contracts. In the ideal world, our clients will contact us when they are in the early stages of planning for the launch of a new business. We will then work carefully with the client to plan for the business launch and for the development and growth of the business. We will assist the client in planning for and then negotiating and carefully documenting the various relationships that the new business will have or enter into. This would include relationships with employees, contractors, investors, lenders, landlords, and customers.

Experience teaches us that fewer problems will develop the more carefully, thoroughly, and well documented all of these relationships are.

We are all humans, however, and entrepreneurs in particular are typically in a hurry. Always strapped for cash and other resources too. So in most instances all of the relevant relationships are typically more stumbled into then carefully planned and negotiated and documented. This of course leads to selective memory, differences of opinion, and breaches of contract.