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Practice Areas
Business Planning and Formation
There are several different types of entity formation from which to choose under Colorado law. The four primary types are sole proprietorship, partnership, limited liability company, and corporation. There are also variations of these basic types available such as limited liability partnership (LPs, LLPs, and LLLPs) and S corporation. Each of these entity types comes with its own set of advantages and disadvantages, tax consequences, and personal liability. Other factors that should be considered are the individual levels of risk tolerance of the owners, future goals of the company, future company compliance reporting requirements, and the centralization or decentralization of management.
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Corporate Governance and Compliance- Corporations are governed by their Articles of Incorporation and Bylaws. LLCs are governed by their Articles of Organization. I can assist you with these processes and procedures, as well as the holding of shareholder meetings, Board of Director meetings, Meetings of the Members, and all other company requirements.
- Transactions- Transactions include the conducting of business: negotiation of business deals, purchases, terminations and other matters; drafting an agreement; leasing; selling; borrowing; promissory note; security agreements; the happening of an event; the holding of a conversation between parties; or a transaction may be a series of acts or agreements. Let a Colorado contract lawyer assist your company with these transactions from conception through documentation.
- Purchase and Sale of Business- The owners of a business may elect to purchase an existing business, rather than start one from the ground up or they may elect to expand their existing business through the purchase of a competitor’s business. In other instances, after building a business into the owner’s original vision, the owner may want to sell it and create something else. Under any circumstance, it is important for both the buyer and the seller to carefully review the business and its assets, liabilities, and revenue streams prior to completing the negotiations for the sale/purchase. Larsen Law Offices, LLC can assist buyers and sellers with asset valuation, non-compete provisions, and all ancillary matters pertaining to the purchase or sale.
- Shareholder or Partnership Agreements- Once the form of business organization is chosen, let a Colorado business attorney with the technical knowledge and drafting skill prepare the agreements that fully and accurately document the agreed-upon relationships and understandings between all parties involved.
- Leases- Most businesses will elect to lease a building or a piece of equipment, rather than buy it outright, to give them time to evaluate the item for possible future purchase. Many businesses will also lease when the need for the item is for a limited time period only. Still others lease because the item is cost-prohibitive to the organization at the time the need arises. Leases may be for equipment, land, or office or factory space, and may be for a period of months or years. Many businesses just getting started benefit from a lease-to-own arrangement, where they can get the equipment or space they need to start operations, but prefer to eventually own the equipment or space outright. Should you need a lease drafted, or if you have a lease you would like reviewed before you sign it, call a licensed Colorado business attorney to help you.
- Releases and Waivers- Releases and waivers may be drafted to express an intention to discharge another party or parties from a duty, obligation, debt, claim, privilege, restraint, demand, deed, or a host of other items. Releases and waivers may include such items as participant releases, waivers of lien, or the extinguishment of a legal right. Depending on the type of release or waiver you need, specific provisions must be included and tailored to reach the desired outcome of protection.
General Counsel
Small businesses may benefit from outside General Counsel services such as legal assistance with business contracts, employee matters, and regular day-to-day concerns of the operation by an experienced Colorado business attorney who is familiar with the business as a whole, the future plans for that business, and who has a consistent working relationship with the entity and the principle players. A Colorado contract lawyer can assist you with your business relationships.
- Employee Agreements- The careful drafting of key employee agreements and Independent contractor agreements can save the employer numerous problems later on by detailing specific duties, payments, pay dates, and dispute resolution procedures. Other matters, such as non-compete provisions, nondisclosures, milestone expectations, and the protection of company Trade Secrets, can also be explained and detailed in a carefully drafted employee agreement.
- Employee Handbooks- There are two schools of thought concerning Employee Handbooks. In one camp, there are people who believe that not having an Employee Handbook is desirable because the company does not have to worry about being sued for violating its own employee policies. The other camp believes that a carefully drafted Employee Handbook is crucial to the success of the company through the subsequent reduction in misunderstandings about employer and employee expectations, and company policies, procedures, and governing rules, leading to greater retention of employees and reducing turn-over costs for the organization.
- Policies and Procedures- Employee questions and concerns, that seem to occur throughout the organization, can be uniformly addressed and applied through the use of company policies and procedures. By standardizing policies and procedures for the organization, employers can eliminate duplicative employee concerns, address crucial processes and procedures from a company-wide perspective, and thereby reduce confusion and repetition, thus saving company time and resources. Many owners find themselves too busy, or too close to the matter, to correctly address the core concerns. Often times an outsider can approach the problem with a fresh look, assist in analyzing the concern so that the problem, not the symptoms, are addressed.
- Standardized Contracts-Many smaller businesses start off utilizing other company’s contracts, either because they have no contracts of their own to use or because the other party is perceived as having greater bargaining power. Eventually, most companies benefit from using their own contracts, drafted to be most favorable to their position, for use in their operations. The utilization of this type of standardized contract prepared by a licensed Colorado business lawyer can eliminate future problems for the business and in some instances can lower insurance costs for the entity.
- Contract Negotiation, Drafting, Review- All businesses will need to carefully review and assess contracts concerning their business throughout the life of their business. An experienced Colorado contract lawyer can help you identify imbalances, potential future problems, ascertain the risks involved, and allow the business owner to balance the costs and benefits of the proposed contract from an informed perspective.
- Licensing Agreements- A license is a right to use someone else’s property or enjoy their rights of ownership. Licenses may be for the use of another’s Trademark, invention or process, property, or other rights. I can help you prepare licensing agreements for your company’s use or review and negotiate other company’s licensing agreements prior to execution by your company.
- Leases-
Most businesses will elect to lease something, rather than buy it outright, to evaluate the item for possible future purchase, the need for the item is for a limited time only, or because the item is cost-prohibitive to the organization at the current time.
Leases may be for equipment, land, or office or factory space, and may be for a period of months or years. Many businesses just getting started benefit from a lease-to-own arrangement, where they can get the equipment they need to start, but prefer to eventually own the equipment outright. Should you need a lease drafted, or if you have a lease you would like reviewed before you sign it, I can help you.
- Transactions-Transactions can include the conducting of any business: negotiation; drafting an agreement; leasing; selling; borrowing; promissory note; security agreements; the happening of an event; the holding of a conversation between parties; or a transaction may be a series of acts or agreements. Larsen Law Offices, LLC can assist you with your transactional needs through the use of experienced, licensed Colorado contract attorney services.
- Services Agreements-Service agreements can be used in almost instance in which you need to use someone else’s services. Items such as electronic subscriptions, personal services, and independent contractor agreements are examples of service agreements many businesses need. Allow a Colorado contract lawyer with over 25 years of experience in drafting contracts and service agreements to assist you with your contract needs.
- Releases and Waivers- Releases and waivers may be drafted to express an intention to discharge another party or parties from a duty, obligation, debt, claim, privilege, restraint, demand, deed, or a host of other items. Releases and waivers may include such items as participant releases, waivers of lien, or the extinguishment of a legal right. Depending on the type of release or waiver you need, specific provisions must be included and tailored to reach the desired outcome of protection.
- Nondisclosure Agreements- Nondisclosure agreements are a written, signed agreement under which two or more parties agree not to disclose specific information learned or acquired during the relationship between the parties, for a stated length of time. Nondisclosure agreements are used to protect valuable company assets, development, marketing, products, and processes. Nondisclosure agreements can be mutual, in which neither party may disclose, or they can be drafted to only restrict the actions of one of the parties.
- Non-Compete Agreements- A non-compete agreement restricts one or more parties to the agreement from selling their goods or services in a particular geographic region, for a particular period of time, or from working for a competitor of the current employer. A Colorado contract lawyer can explain the Colorado statutory provisions under which a person can be held to a non-compete agreement. Some of these instances are the purchase and sale of a business or its assets, Trade Secret protection, and they can also be applied to certain management and executive personnel.
- Sales Contracts- Frequently, a manufacturer, reseller, or wholesaler will enter into a sales agreement granting the other party a volume discount, or an alternate incentive, if particular sales levels are met. A sales contract documents this relationship enabling both sides of the transaction to properly track their duties, obligations, and benefits. The sales contract can also provide remedies should either side not abide by the agreement and it will allow for future legal recourse in the event of a breach. Sales agreements are useful to companies in projecting future sales and revenues.
Intellectual Property
Examples of intellectual property are copyrights, trademarks, and patents. Copyrights are used to protect artistic and literary works: items such as art work, novels, and films would be covered under copyright laws; trademarks are symbols of commerce and logos: the Nike checkmark and the word “Coke” written in script are examples of trademarks; and items covered under patent law are inventions and innovations pertaining to the way things function: the precise workings of a camera lens and what makes the lens open or shut with the click of a button, for example. These property rights carry the basic rights afforded all owners of property in the United States, namely the right to control, the right to exclude another’s use, and the right to transfer some, or all, of those property rights.
- Trademarks -Trademarks may be obtained on either a federal or a state level. Trademarks are a valuable company asset and should be protected as such, as they distinguish your company from another and carry valuable customer recognition and goodwill along with them. Proper registration of your mark(s) as early as possible can eliminate numerous problems, and possibly extended costly litigation, in the future.
- Copyrights -Larsen Law Offices, LLC can assist you with all your Copyright needs. Matters that may arise under Copyright may include filing applications for Copyright registration, licensing another’s use of your Copyrighted work, or the proper handling of another’s misappropriation of your company’s website, in either whole or in part. I can assist you in allowing another company or person to use your Copyrighted work through a Licensing Agreement as well as ascertaining the proper royalties that should be paid under that agreement.
- Web Site Disclaimers -There are many advantages to having proper website disclaimers displayed on your company’s website. Properly drafted legal notices can detail the end user’s use of your materials and your website, help limit the company’s liability, and provide for end user’s privacy concerns. Specific notices and rules should be stated on every website that hosts a blog to ensure that the host’s rules for posting are compliant with applicable laws and regulations, limit the host’s liability, contain provisions for the host to remove non-compliant postings, as well as other matters that may arise, depending on the various characteristics of the particular blog.
- Software Licensing Agreements -Software licensing agreements can be end-user agreements, VAR (value-added reseller) agreements, designer agreements, evaluation agreements, shrinkwrap agreements, OEM (original equipment manufacturer) agreements, source code escrow agreements, source code license agreements, consulting agreements, extended service agreements, and master/subcontractor service agreements. I have many years of experience with all of the types of agreements listed herein and am able to assist you with negotiating, planning future version releases, planning future expansion, as well as related any related modules to your software.
- Technology Service Agreements -Technology service agreements may include such items as website developer agreements, linking agreements, drafting end user requirement documents, system design documents, software developer agreements, joint development agreements, and testing agreements. Once your programming is complete, I can assist you with Copyright matters, licensing agreements, end-user agreements, planning the release of your software, and marketing it to hardware manufacturers for inclusion with their sales.
- Internet -An example of a common problem in today’s society is the duplication of Internet websites by non-owners of the material. Larsen Law Offices, LLC has experience in working with the authorities and completing the necessary paperwork to have counterfeit sites reported and shut down. Some software programs are made available by the manufacturers to be purchased and downloaded over the Internet. These sites are frequently the target of hackers who try to get the software without paying the associated fees, typically for resale, thereby eliminating the true owner and their profits from the sale.
- Computer Law -There are many items that could fall under the general category of computer law today. One example is the downloading of material and programs from the Internet by employees. Some of the material downloaded is protected under Copyright laws and therefore should not be downloaded without express permission by the owner of the work. Some of the programs downloaded can interfere with the company’s software functionality or the individual’s computer functions. These practices can increase liability exposure for companies and increase operating costs merely through down time. Companies should consider having a written policy that expressly addresses these situations and the related repercussions to the employees for violating that policy.
- Contract Negotiation, Drafting, Review -All businesses will need to carefully review and assess contracts concerning their business throughout the life of their business. An experienced contract lawyer can help you identify imbalances, potential future problems, ascertain the risks involved, and allow the business owner to balance the costs and benefits of the proposed contract from an informed perspective.
Probate
Often, the loss of a loved one happens unexpectedly and catches friends and relatives unprepared. Colorado law mandates the process for final settlement of a person’s estate. A decedent’s legal and financial obligations should be resolved before any residual effects or property may pass to the heirs. Larsen Law Offices, LLC can help you organize the decedent’s estate and guide you through proper probate procedure, whether or not the decedent left a Will or any instructions as to their affairs. Ascertaining the estate’s assets and liabilities, as well as collecting amounts owed to the estate, ensuring proper notification to creditors and other interested parties, transferring the assets of the estate, are essential to completing the probate process.
Simple Wills
For people who are not concerned with extensive estate planning or creating specialized trusts for their heirs, Colorado law provides for Simple Wills.
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