New York Business Plans or Private Placement Memorandum? An Introduction

(Editor’s Note – This introductory article is the first in a series of blog posts that will explore how small businesses in New York can look to grow through outside investment. While these articles are instructive in nature, we always urge that you consult an attorney before making any decisions!  Everyone who goes into business believes they can succeed if they have the capital. If only you had the capital to take off.  But how do you get from point A to point B?   And how do you get your hands on that sweet investment capital that you so desperately need.  There are two tools out there that can be used to stir interest and attract investment. A business plan is a document that describes the fundamentals of your business idea and provides financial data to show that you will make money. The content of any given business plan

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The New York Law Blog

  [ABTM id=1137] For a no cost consultation, CONTACT US for an appointment. (c) Sean Hayes – IPG Legal. All Rights reserved.  Do not duplicate any content on this blog without the express written permission of the author. info@ipglegal.com.

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Collecting Unpaid Invoices in New York: New York Collection Law Basics

Forbes has a great article on best invoicing practices.  The Forbes article noted, in part, that: “First, standardize your business practices. Draw up a contract for every job, every client, every time. A contract should include a description of the work, payment information, and payment schedule. This will also help clients feel comfortable that you will uphold your end of the deal, as “deadbeating” can go both ways. Decide how to accept payment– many professionals suggest taking a down-payment (up to 50%) before the start of any project, and collecting the balance upon completion, before turning over any goods or services to your client. Take action! Bill your clients on time and address non-payment immediately. Send a late payment notice notifying them of the date you will follow up with legal action. Within your area’s statutory limits, pursue non-payment in small claims court, or work with a collection agency or

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Vital Business Agreements Before Starting a Business in New York: NY Startup Basics

The following is a list of the basic business agreements that we advise prior to operating a New York business. This list is not intended to be exhaustive and some types of NY companies require specialized business agreements that are unique to the specific industry. Basic New York Corporate Agreements Operating/Shareholder Agreement Employee Agreements Consulting/Independent Contractor Agreements Confidentiality Agreement Terms of Use/Privacy Policy for Website Vendor Agreements License Agreements Service & Sales Agreement Intellectual Property Agreement Lease Agreement Joint Venture Agreement/Shareholder Agreements [ABTM id=1137] For a no cost consultation, CONTACT US for an appointment. (c) Sean Hayes – IPG Legal. All Rights reserved.  Do not duplicate any content on this blog without the express written permission of the author. info@ipglegal.com.

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New York S Corp vs. LLC Basics: Choosing your Corporate Entity in New York

Many of our New York law firm clients considering establishing a business entity in New York, often, are conflicted whether they should choose to establish a New York S Corporation (“S Corp”) or a New York limited liability company (“LLC”).  Choosing whether to establish as a New York S Corporation or an LLC is, often, an important decision for a New York company and its shareholders/members, thus, don’t take this choice for granted and consider the pros and cons with New York business-savvy attorney. The following may help initiate the conversation with your New York attorney.  If you are doing a deal with a non-American company or individual make sure to hire an international lawyer with experience working on transnational deals.  Additionally, these corporate forms are, generally, not available for professional corporations (i.e. law firms). NY S Corporation Basics An NY S Corporation is a Pass-Through Entity meaning that each

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New York Partnership & Joint Venture Due Diligence Checklist

We, regretfully, see too many New York, New Jersey and Connecticut companies entering into business relationships with foreign nationals & corporations with little foresight.  Often cultural and divergent business ethics leads to immediate issues.  The following Merger & Acquisition Due Diligence Checklist is intended as a guide to vetting a prospective partner/joint venture for business in New York.  The list is not exhaustive and an experienced New York attorney is, normally, necessary to join your due diligence team.  This list is, also, useful for those doing being with New York companies and individuals, but was specifically tailored based on experience with Asian companies.  Please don’t chase an opportunity without considering the risks.  The cost is, likely, less than you think and risks are, likely, greater than you imagine. This New York-Focused Merger & Acquisition Due Diligence Checklist is not a substitute for retaining a New York attorney to assist with your New

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Beating Summary Judgment in a New York Court: NY Litigation Basics

Here is a perfect example of how a skilled and proactive New York attorney can use proactive strategy to resolve a dispute in a New York court.  When you have more than one potential defendants, you can pit one against the other to maximize your position and prevail in a summary judgment motion and prevail in reaching a settlement for your client.  The following issue involves a motor vehicle accident, however, the same strategy may be used to prevail in business disputes in New York. My client, a front seat passenger in a motor vehicle, did not have a complete memory of the incident.  All he knew was that he was injured in a car accident, thus, his testimony was not able to collaborate the story of the driver in the car she was in or the driver of the other car.   My client was sitting in the front seat of

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Welcome To The New York Law Blog!

Welcome to The New York Law Blog,  brought to you by the attorneys, staff and other professionals at Hayes & Simon, P.C. This site will be the home for blogs containing first-hand legal experience, analysis of legal news and current events in the practice of law in New York and a resource for attorneys and non-attorneys alike to understand the law a little better. There will be something for everyone – some insight into legal issues for lawyers, cautionary tales for potential clients, and education for all. And a little bit of wit and fun along the way. We hope you stop back here often, as we will be updating this site regularly.  Feel free to comment on stories and offer feedback whenever you like. [ABTM id=1137] For a no cost consultation, CONTACT US for an appointment. (c) Sean Hayes – IPG Legal. All Rights reserved.  Do not duplicate any

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Protect your NY Business From Fraud

It’s no secret that small businesses have a higher fraud rate of employees being prosecuted for fraud and being the victim of fraud than larger companies and non-business owners. That is because they are the most susceptible to attacks due to their failure to take time to implement measures and internal policies to prevent fraud. Fraud can come from any direction. A frequent source of fraud is credit card abuse – largely due to business owners failing to take the time to thoroughly review their bills and the lack of having an audit system in place.  Fraud stems from a general failure of security across the business, from inadequate cyber-security to failure to run background checks. You can increase your security and give you and your business the best chance to avoid being a victim of some of the common types of fraud and cyber-crime by following these simple tips:

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Workers Who Fall From Elevation Mean “Absolute” Liability For Owners And Contractors

New York property owners and contractors employing laborers working at elevation must make sure the workers are given proper protection or be subjected to “absolute” liability should the worst happen. We had a client who was a New York apprentice laborer working on the construction site of a charter school. While climbing the ladder swayed and my client fell more than one story to the floor below, hitting a metal toolbox on his way down to the floor. His injuries were extensive. His family, including his infant son, was left without insurance because he could no longer work. He underwent many surgeries to repair his back. We sued the owner and general contractor on his behalf, claiming that they failed to supply him with sufficient safety equipment. Workers like our client who fall from elevation are protected by NY Labor Law § 240(1), which holds contractors and property owners responsible

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New York Small Business Taxes

Here are the basics of New York Business Taxes applicable to small businesses doing business in New York.  Please New York sole proprietorships do not pay any corporation franchise taxes or filing fees. The sole proprietor shall, only, pay state and federal personal income tax individually. New York partnerships are considered “pass-through” businesses where the income passes to individuals. New York partnerships do not pay federal or state income taxes, but are subject to state filing fees, which are calculated based on gross income. The effective maximum tax in New York is $4,500. New York limited liability companies can be classified as a partnership, a corporation or as a “disregarded” entity. New York limited liability companies that classify as a corporation pay corporation franchise tax under the same rules as traditional corporations. New York limited liability companies that classify as a partnership follow the same filing fee scheme as New

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Ongoing Investigation in New York into the NY’s P2P Lending Industry

New York is investigating whether peer-to-peer lenders are required to be licensed to operate in the state of New York. Peer-to-peer lending, sometimes abbreviated P2P lending, is the practice of lending money to individuals or businesses through online services that match lenders directly with borrowers. Since these peer-to-peer lending companies offer their services online, they are run with lower overhead and provide services cheaper than traditional financial institutions like those licensed in New York. As a result, these online peer-to-peer lenders can earn higher returns compared to savings and investment products offered by New York licensed financial institutions, and borrowers can borrow money at lower interest rates, even after the P2P lending company takes its fees for its services. P2P lenders are used around the world as an alternative means for businesses in many countries to access funds for start-ups, expansion and improvement. However, these companies are also subject to

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Proving Civil Fraud In NY

Fraud comes in different forms in New York, which recognizes both common law fraud and statutory fraudulent behavior. In business, as in life, people are not always as reputable and they appear. Unfortunately, there are less than scrupulous business actors who will resort to fraudulent misrepresentations to gain what you have – recourse does exist. New York Civil Common Law Fraudulent Misrepresentation the defendant made an intentional material false representation; the plaintiff reasonably relied upon the defendant’s fraudulent misrepresentation; and the plaintiff suffered damage as a result of their reliance on the fraudulent misrepresentation. The burden of proving the elements of fraudulent misrepresentations is by “clear and convincing evidence” which is a substantially greater burden of proof than the normal “preponderance of the evidence” standard. This standard, usually, means that a plaintiff needs to establish at trial by clear and convincing evidence that a defendant had actual knowledge of some material

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Registering Your Foreign Business in New York

If you own a business that was created outside of New York, then you need to register it if you want to do business in New York. For our purposes, a “foreign” business is any business created outside of New York. That also includes businesses created in another state and other countries.  There are main advantages to registering a foreign business in New York and we discussed these in prior posts including a post on the disadvantages of incorporating in New York. Are you Transacting Business in New York? According to New York Law, foreign businesses are required to register its business in New York it it is “transacting business” in New York.  While this term is not truly defined in New York law, we can interpret that to mean that if you have a physical presence in New York, (an office, warehouse or store, for example) or have a

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IP Infringement vs. Fair Use? Protecting Federal Trademarks in New York State

Seems like a lot of high-profile trademark issues are happening all over New York. A recent federal matter outlines the basics of federal trademark litigation and the arguments a New York business may use to attempt to enforce a trademark against a violator of your trademark. A federal judge in New York State recently ruled that The Car-Freshner Corporation – which makes the pine tree-shaped air fresheners that hang in millions of vehicles across the country –  has demonstrated that it may lay claim to the tree-shaped symbol through its various federal trademark registrations and more than 60 years. Car-Freshner claims that Sun Cedar, a non-profit business based out of Kansas, violated the Lanham Act and New York Law by making and marketing a car air-freshener in the same tree-shape and using a virtually identical symbol that Car-Freshner has registered as its trademark as early as 1961. It further argued

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