Comprehensive Small Business Legal Services and Compliance Solutions
Forino Law provides personalized counsel and representation to businesses at any stage. This includes during the business concept development, during the formal filings and legal establishment, and can continue throughout active operations and expansion. Whether or not business owners realize it, the law maintains its governing presence. Forino Law provides legal and strategic operational advice to licensed professionals and sole proprietors, Limited Liability Companies (LLCs), corporations, 501 (c)(3) non-profit organizations and other structured legal entities throughout the state of New Jersey.
A non-exhaustive summary of the main areas in which we help small businesses achieve their legal compliance needs, include the following areas:
Is your organization filed appropriately and does it exist in the most preferential entity applicable, considering the ownership structure, location, personal liability shields, and overall tax consequences? These are very basic fundamental legal aspects of any business entity which must be established appropriately in order to minimize risk. Furthermore, the law places additional regulatory demands on industry specific entities which must also be fully considered.
Business Governing Documentation
Does your LLC have an executed operating agreement that defines rights, duties and the purpose of the business? New Jersey does not require that an LLC maintain a filing of this document with the state. However, in NJ, if your LLC does not have its own specific and executed Operating Agreement, the law will impose one with default terms in the event of a later dispute. This can be very detrimental to what the parties in fact intended.
Does your corporation have multiple owners or your LLC have multiple Members? If so, a Shareholder Agreement or Member Agreement can help specifically define the rights, duties, compensation, management powers and interest of each Shareholder or Member. Shareholder Agreements and Member Agreements are similar in that they help clearly define parameters of authority and profits, which help contain the risk of later disputes. In addition, these documents can plan in advance for major life changes such as death, disability or retirement. There are however some differences between Shareholder and Member Agreements under the law. For instance, Members are typically involved in the active direction of the company, whereas, Shareholders may or may not.
In certain business entities and structures, the adoption of formal by-laws and creation of governing boards is necessary for clearly defining decision-making authority, formal meetings and voting. In short, all business governing documentation is designed to minimize the risk of internal disputes and consequential litigation when some interested individuals do not agree with a particular business direction that the company takes.
Business Contracts and Forms
Did you know that contract law principles govern nearly all written documentation utilized in conducting business operations? Both standardized business form templates and very specific detailed contractual agreements must comply with certain requirements depending on the subject matter, industry and whether the agreement references a delivery of goods or services. If the minimal provisions do not appear in certain contracts, a court may later find the "agreement" to be null and void. As a general rule, contracts should utilize language that is clear, grammatically correct, specific and concise in order to avoid ambiguities or misinterpretations.
Although some business owners prefer to make verbal agreements, this is not a legally preferred manner of doing business. Verbal agreements are also subjected to contract law principles.
The purchase or sale of assets, businesses, shares and real property are some examples of complex legal transactions and often involve the transfer of a high monetary value. Typically, these deals involve multiple phases and contingencies that must be satisfied prior to closing. The governing agreements must adequately define and anticipate many variables that may arise while the transaction is pending and fully protect the parties' rights before and after the transaction has completed. Complex transactions frequently involve the legalities of the valuation and transfer of assets, the protection of highly sensitive data, permitted disclosures and complex matters involving cyber security.
Employment Law and Staffing
The area of employment law can very easily become the Achilles heel of any organization. The law heavily regulates many aspects of the employment relationship. These areas include but are not limited to: the proper classification of workers, hiring and background screening, authorization to work, employer sponsored training, contractual agreements, disciplinary actions, employee grievance or complaint procedures, leaves of absences, employee notifications, handbooks, sexual harassment, safety inspections, whistleblowing, payroll compliance and the properly withholding of taxes and other legal deductions. These mentioned areas are just a brief overview of the very comprehensive area of employment law.
Employment litigation and complaints continue to increase each year, especially as allegations of sexual harassment in high profile industries have been exposed by the media and the popularity of the #metoo movement. The institution of strong legally compliant employment related policies that are clearly communicated to staff members, along with the commitment of business executives' enforcement, can help shield businesses from the costly risk of employment related claims. There have been cases when even a single violation of law in this area can easily result in hundreds of thousands of dollars in awarded damages to the complainer.
Compliance Auditing is the best way for your organization to assess its vulnerability to risk and then improve internal processes. An internal Compliance Audit is an excellent way to prepare for a regulatory mandated inspection and avoid penalties or license contingencies. Forino Law's Compliance Audits thoroughly assesses and identifies operational improvements from a legal perspective.
Does your business have adequate insurance coverage protecting your business operations from costly claims and potential risk? Reputable insurance coverage typically will cover the entire claims process, inclusive of defense and even settlement costs.
Forino Law can assess your insurance coverage in all areas including: errors and omissions, breaches of duty, employment practices liability, general liability, workers compensation, premises liability, professional malpractice and other industry specific areas of coverage and umbrella policies.
Is there an inherent risk in the service or products your business provides that would render obtaining a waiver of liability from your customers? If so, you may be able to have your customers or clients agree to assume some of those inherent risks themselves. There are particular requirements and limitations with these waivers that will help protect their enforcement if later challenged.
Overall Industry Specific Regulatory Compliance
Depending on your industry, your business may be subjected to additional requirements above and beyond a general small business establishment. The New Jersey Administrative Code contains the regulations adopted by state agencies. Some NJ State Agencies provide very direct and involved regulation over industries. Some examples of the way industry specific regulations govern NJ business is through requirements such as licensing, permitting, inspections, employee training and overall employee compliance and payment, privacy, security, data, advertising and more. In addition, Federal regulatory requirements can also be applicable to your business. Fully understanding these areas and achieving continual compliance is essential to your business’s success.
It's the very rare dispute that cannot be resolved through attorney communications or the dispute resolution process of mediation or arbitration. In 2017, The American Bar Association acknowledged that only about 2% of civil disputes ever make it to the trial process. In general, the litigation process is extremely expensive and stressful and often extends over a period of many years before relief is ever granted. Sadly, hundred of thousands of dollars may be invested in the litigation process and an unfavorable result may still occur.
Most disputes can be amicably resolved without the parties ever surrendering to the formal litigious process. There are many communication and negotiation tools that Forino Law implements to avoid the expensive litigation process and resolve disputes as quickly as possible. Our Attorney has specialized training and experience assisting clients through the mediation and arbitration process, along with the negotiation, draft and finalization of settlement agreements.