Drason Law Blog - Drason Law Firm

Phone consultation with one of our Attorneys

7/8/2020

We understand that people often just want an OPINION on a matter or just HAVE SIMPLE QUESTIONS that they WANT ANSWERED by an ATTORNEY. You may have a question on a piece of legislation, law, advice, ordinance, business practices, contracts, agreements, licenses and more.
In California and you have questions about your Business? Startup? Need help with issuing Stock? Equity? Speak with our Bay Area Startup Attorneys today!

There are the following phone consultation options:
1. $185 for up to 30 Minutes Phone Consultation
2. $250 for up to 40 Minutes Phone Consultation
3. $300 for up to 60 Minutes Phone Consultation
4. $350 In Person Consultation

How does it work?
Step 1: Click Book an Appointment, which will take you to a page where you will provide us with some basic information about yourself.
Step 2: Select the length or type of consultation: 20 Minutes, 40 Minutes, 60 Minutes, or in person
Step 3: Select the time you wish for one of our Attorneys to Call you. Please give us a 3.5 hour window to call you back.
Step 4: We will email you an invoice via PayPal. You will be able to pay for this Invoice with a Debit or Credit Card without creating an account.
Our Phone Consultations only cover conversations via Telephones, and there is no refund for unused time. If the phone consultation leads to you coming in for a review, in-house consultation, revision or preparation of a letter, or other legal documents, this will be a separate expense. If you are unsure which services to select, you can always contact us. Our Business and Startup Lawyers are here to help. Contacting us does not create an attorney-client relationship.

Do Employers in California get to choose Law and Forum in Employment Contracts?

2/6/2017

Law: SB1241

Prevents employers whose employees work primarily in California from entering into agreements with their employees that subject them to another jurisdiction, or require them to litigate their claims in another jurisdiction.

This is effective as of January 1st, 2017.

What does this mean for California employer and employees? This means that all legal disputes between an employer and California employee stay in California. The bill prevents adjudication for claims that arise in California. This also prevents arbitration proceedings to take place outside of California.

This will have a big impact on businesses and major companies.

It is important to review your employee contracts and ensure you are compliant with this law.

DRASON LAW FIRM
2125 Canoas Garden Ave, Suite 120
San Jose, CA 95125

Phone: 1 (800) 929-5140
www.drasonlaw.com

Disclaimer: This is not legal advice.

I want to offer stock options (equity) to my employees?

2/5/2017

Not a bad way to incentivize your employees in working hard and benefiting from that by creating a monetary incentive. A valuable tool for both startups and established companies and silicon valley has shown the power of this type of stock options. Often we see startups failing to structure their stock plans poorly which lead to disastrous consequences such a dilution is control, or poor value proposition for your employees.

We recommend speaking with a startup lawyer before executing stock plans for your employees.
You may watch to create multiple classes of stock so that founders and/or early investors can maintain control over the company.
Educating your employees on the risks and potentials of the stock is always recommended.
Before having your employees sign important stock related documents, you should always give them an opportunity to consult with a professional.
Ensure you have a sound vesting schedule and whether you want an aggressive vesting schedule or not.
Create a communication plan to relay important information to them. This keeps them engaged and makes them feel part of the company.
Its not about the number of stocks you give to your employees - it is a multiple of many different things such as current state and future potential. You can have 10000 stock options which represent 0.5% or 5000 which represent 2.0% - having a bigger number doesn't always mean its better.
Have a plan in place for employees who end up leaving because they may be entitled to certain rights.

These are a few pointers to get you started. We recommend you speak with a startup attorney for your stock option plan.

DRASON LAW FIRM
2125 Canoas Garden Ave, Suite 120
San Jose, CA 95125

Phone: 1 (800) 929-5140
www.drasonlaw.com

Business Startup Checklist | What do I need to know before starting a company?

5/17/2016

Clients have asked us a variation of the following question: "What are all the things I should know or at least be aware of as I start my company or business?" Here, we have compiled a short checklist to help remind you of all the important tasks that require your attention. Not every identified task will be applicable to you, and certainly not all identified tasks are meant to be completed immediately.

You may also want to review your applicable jurisdiction - rule of thumb- look at the laws of the state where your business resides and where it operates or intends to operate. I would also recommend spending some time with a lawyer, who can help organize and prioritize task them with you.

Have a good business plan - helps you stay focused
Company Name - Research whether this name is available
Incorporate - LLC, S-Corp, C-Corp
- Speak with a lawyer to see which state makes sense. Delaware isn't always the best option for all businesses
Website - register a domain name
Founders
- Identify who will be the founders of the company
- Document this
- All founders should sign a formal founders agreement
Trademark
- Protect your name
Patents
- Protect your investments and inventions
Employee Agreements
- You want to protect you company
Contracting Agreements
Stocks
- Have a plan on how you plan to spend your stocks
Sales Agreements
Terms of Use
Privacy Notices
- Privacy has become a huge component of products, plan for this early on. Speak with us if you need help with this one.
Disclaimers
- You want to ensure that your products have proper disclaimers
End User Licensing Agreements

This list will help you get started. We help clients plan their strategies for running a successful startup. Our clients have made it into numerous startup programs that help companies grow. Plan for this, align yourself to avoid unnecessary headaches. \

Contact Info:
DRASON LAW FIRM
2125 Canoas Garden Ave, Suite 120
San Jose, CA 95125

Phone: 1 (800) 929-5140
Email: info@drasonlaw.com
www.drasonlaw.com

What should I know before partnering up with someone for a business? Business Partnership Agreements? Do I need a business partnership Agreement?

4/10/2016

Business Partnerships are common. Structural and business needs will depend on your venture. The agreement is customizable between you and your partners. But there are some clauses that we believe should always be present in a business partnership agreement.

We believe that partnership agreements should always provide a overview of the business at a minimum, a more thorough description is recommended. This serves as the foundation, the purpose for which you partnered up with your partner(s).

Choose a Name for your Business: Always mention the business name under which your partnership will operate under – this ties your business to the partnership.

Who will be responsible for what? Business Partnership responsibilities - There should be a thorough discussion on the partnership responsibilities that will be shared between you and your partners. We have seen business partnerships where responsibilities are divided between partners by areas of expertise bought to the table by various partners. Business Partnerships can also have a structure where partners share responsibilities. We will help you materialize your decision through a detailed partnership agreement.

How many hours will each partner work for the partnership? After the discussion of responsibilities takes place, a discussion on each partner’s commitment should also take place. This is very important. Partnership can be a fulltime venture or part time. Depending on your partnership business, commitments can vary. So have this discussion.

How much will each partner make? We engage in partnerships to realize profit – to make profit. With money comes the discussion of who will make what. As you come together with other people for your partnership. Discussions around which partner will make what should take place.

What will each partner contribute to the partnership business? Another important discussion that should take place is how and what each partner will contribute to the business? Are contributions going to be equal? Is one partner buying into the business over time? How is the venture going to be funded? Ask each of your business partner this questions as your discussion our business partnership venture.

What will you own? What will the partnership own? Before you begin engage in a partnership relationship, decide who will (depending on your venture) the physical property, ideas, intellectual property from all your combined efforts as partners. For example, if you are working on a software together in a partnership, if one of the partner comes up with a brilliant idea in the space, who will own that? If you are in the sales business, who will own any prospect lists your assemble? Newsletter list? Website?

Debt? Loss? Good partnership agreements also discuss how losses and debts are distributed. This is a good practice.

Disagreements and fights in your business partnership? Like every relationships, there will be moments of disagreements (hopefully no fights, but we have seen this happen). If such disagreements were to occur between partners, you have to discuss and put mechanisms in place to resolve the issues, such as mediation, arbitration, and possibly litigation. Also discuss who will pay for the cost, will it be divided evenly or will the losing party pay the winning party. You should discuss this with your lawyer, because each avenue has its benefits and drawbacks.

What happens when a partner dies? A good partnership agreement will also discuss events of disability and/or death. You do not want the partners widow who may not be involved in the business making that decision for you. Have clauses that lay out in detail how business affairs will be managed if this situation were to occur with a partner.

There are other considerations that should be discussed as well. How new partners will be able to join the business, how will you sell your business, whether you will incorporate if a stated event occurs – these are some additional considerations that should be discussed.

I highly recommend speaking with a lawyer who will be able to customize a solution for you, provide you with sound advice, and properly help you set up your business so that you can focus on what matters- the business! We advice clients on partnerships, provide you with information on the costs and benefits, design and develop a custom partnership agreement for you and your partners, provide you with information on do's and dont's.

If you are looking to start a business partnership or need advice on one - call or email us today!

DRASON LAW FIRM
2125 Canoas Garden Ave, Suite 120
San Jose, CA 95125

Phone: 1 (800) 929-5140
www.drasonlaw.com

How do I determine whether my Ads are truthful? FTC – Truth in Advertising Regulation

3/29/2016

The Federal Trade Commission (FTC) under the Federal Trade Commission Act has stated that all advertising must be truthful and non-deceptive, advertisers need proper evidence to back up claims they make in advertising, and advertisements cannot be unfair. if you are in certain industries, certain additional rules maybe applicable – consumer leases, credit, 900 telephone numbers, mail order products, and telephone sales to name a few. You also have to be aware of state regulations that may apply.

What should I not do when advertising?

In you advertisement ensure that statements,
- Do not use language that is likely to mislead consumers acting reasonably under the circumstances, and
- Is “material” – that is important to a consumer’s decision to buy or use the product.
- Notes: When advertising, you should not omit information that if known by the consumer would have made them choose otherwise.
You do not want to make your advertisement unfair, your ad or business practice will be considered unfair if;
- It causes or is likely to cause substantial consumer injury which a consumer could not reasonably avoid; and
- It is not outweighed by the benefit to the consumer.

FTC will likely look at the advertisement from a reasonable consumers point of view, a contextual analysis is performed such as looking at the word, phrase and picture –“the holistic message that is conveyed”. Express and implied claims are examined. Importantly, advertisers must have proof to back up express and implied claims made. There should be no misrepresentation. If there is information or claim left out – the FTC will determine whether the claim is “Material,” whether it would have affected the consumer’s decision to buy. What are some claims that are material? They are products performance, features of the product, safety, prices, and its effectiveness. You must also be careful if you offer money back guarantees.

We help our clients properly message their products. We will evaluate your advertising campaign, claims, and products to help you stay on the right path. Our attorneys work with Startups, small businesses to companies in helping them stay complaint with these regulations. Privacy regulations are another area of laws you should aware of. Call us today!

DRASON LAW FIRM
2125 Canoas Garden Ave, Suite 120
San Jose, CA 95125

Phone: 1 (800) 929-5140
www.drasonlaw.com

Marketing & Advertising Laws - Companies, Business & Startups should know

3/28/2016

Which marketing rules should companies, businesses and startups be aware of?

Almost every business will inevitably always sell their product or service online. It is as easy as 1-2-3. You can have your website up and running in less than 10 minutes. But this is not enough. There are rules and regulations that your company, business or startup will have to follow to market and sell your product or service. At the most basic level - you should always remember to make truthful claims. None of your claims or materials should be deceptive. The government body which oversees and regulated advertising and marketing in United States is the Federal Trade Commission (FTC), and they are serious about these rules.

Please read the following materials to get a better understanding of your compliance needs:

Our clients often have questions and concerns around Marketing and Advertising. We work with businesses and startups to help them assess their Advertising and Marketing programs, build them if necessary, provide clients with a Gap analysis so that they have a roadmap to make changes and prosper as an organization.

Consult with us if you have any questions. Call us today at 1-800-929-5140 or email us at info@drasonlaw.com

DRASON LAW FIRM
2125 Canoas Garden Ave, Suite 120
San Jose, CA 95125

Phone: 1 (800) 929-5140
Keywords: Advertising Lawyers, Business lawyers, Marketing lawyers, Business marketing lawyers, San Jose advertising lawyers, local advertising lawyers.

What do I need to do to start a business?

3/10/2016

Need help starting a business? What steps should I take as I start my business? Practical advice for starting a business?

Starting a business can be complicated. Especially, if you are new to this realm; in this article I will attempt to highlight many of the important steps that will help create roadmap for you. It is always a good idea to consult with us if you have any questions. Our reasonable consultation fees makes it easy for you too book the required time so that we may help educate you on these steps and help simplify the process.

You want to get an understanding and a head count of who all the business owners will be. Are all of the owners going to be active business owners or passive investors? You will want to document this properly, and agree in writing on all the roles everyone will play in this venture. Very important! We usually recommend a founder’s agreement or a derivative of this agreement to detail this out.
Identify all the risk you will be faced with as your business gets up and running. There are different kinds of liability – you want to get a good understanding on them and identify what they are. We can certainly help you here.
Are you going to be doing business online? There are rules you have to follow when you do business online. Marketing Regulations, Privacy Regulations to name two.
Identify a name for the business, a name for your product. Here, is where I say stop and speak with an attorney. Identifying any potential issues early on is crucial here because you do not want to be in a position where you put in all your hard work, money and hours just to learn that someone else owns the name of the business or your brand. This is a death trap, which kills many. Get a lawyer, pick a name, have them do their research; trademark it for you so that you are protected.
Speak to a lawyer that will help you structure your business properly. It’s worth the money. Getting your incorporation right is one thing. There are steps you have to take in addition to just incorporating. Keeping a lawyer in the loop from the beginning will set you up for success. Lawyer will help you make the decision whether you want to start off as an LLC or S-Corp or C-Corp.
Depending on your business you may need to work with your city to obtain the proper permits and licenses. Make sure you are on top of this. Register your DBA (Doing Business As) with your city.
Have a buy-sell agreement between you and all owners.

These steps are good. Give one a decent road map to get started. But I recommend speaking with us if you are new to the business world or just need someone to help you get your business in check. We are here to help.

If you are starting a business and need help with your business?Contact us at 1-800-929-5140 or info@drasonlaw.com

Drason Law Firm
2125 Canoas Garden Ave, Suite 120
San Jose, CA 95125
www.drasonlaw.com
San Jose Business Lawyers here to serve you.

San Jose Business License | Registering a new business in San Jose.

2/29/2016

If you are starting a new business in San Jose you are required to register it with the city. File the appropriate business license forms and fill out the necessary tax forms. But before you do this. You also want to be sure you are properly incorporated, have a name that does not violate anyone else's trademark rights, and have proper contracts in place with your partner, employees and such.

If you are a new business in San Jose. We will help you get setup properly by guiding you through the process each step of the way. We will also perform a due diligence review of your business and identify the risks you may be exposed to - create a plan to tackle those vulnerabilities.

Whether you want us to consult, advise or even file the documents on your behalf, you can count on us.

Let us file your Business License for you. We can also help you- If you just purchased a business and need to transfer the license to your name.

If you have questions, are looking for assistance in city permitting matters - Contact us at:
Drason Law Firm
Phone: 1-800-929-5140
Email: Info@drasonlaw.com

Do I need to file a Fictitious Business Name? How to file a Fictitious Business Name in Santa Clara County or San Jose?

2/27/2016

In Santa Clara County, All business that conduct themselves under any other name than the owners name are required to have a Fictitious business name. This is a business name that you choose to identify your business. Examples are: "King Taco Trucks," "Kojapuri Food," "Kims Super Ice Tea". You want to ensure you are complying with the regulations pertaining to Fictitious business names in Santa Clara.

There are two situations where you will have to register your business name (Fictitious business name) with Santa Clara County.

All businesses conducted under any name that does not include ALL owners’ last names within the business name must obtain a Fictitious Business Name Statement.
All businesses conducted by a corporation, limited partnership (LP), limited liability partnership (LLP), or a limited liability company (LLC) must obtain a Fictitious Business Name Statement.

If you have questions such as "How do I file a Fictitious Business Name in San Jose?" "How do I file a Fictitious Business Name in Santa Clara county?" we can help you. Our Business Law Firm helps clients in the Bay Area properly setup their business including obtaining proper fictitious business names from the city of San Jose and Santa Clara County.

Contact us and we will take care of your Fictitious Business Filing for you; and help you file a Trademark to protect your business name as well.

Drason Law Firm
Phone: 1-800-929-5140
Email: Info@drasonlaw.com

Chiropractor Incorporation

2/8/2016

Here are some requirements as posted on the Board of Chiropractic Examiners page on California Department of Consumer Affairs website. You may call us at 1-800-929-5140 if you have questions.

NAME OF THE CORPORATION:
Name of the corporation must comply with the California Business and Professions Code 1054, "Notwithstanding any other provision of law, the name of a chiropractic corporation and any name or names under which it may be rendering professional services, shall contain the name or the last name of one or more of the present, prospective, or former shareholders, and shall include the word "chiropractic" and the word "corporation" or wording or abbreviations denoting corporate existence"
You may not file or use a fictitious name or DBA for the corporation. The corporate name must appear on all checks, business cards, flyers, advertisements, etc.

CORPORATE OFFICERS AND DIRECTORS:
These offices are dependent on the number of shareholders of the corporation. For example, if there is only one shareholder, he or she must be listed as both the President and Treasurer as a minimum. When there are two shareholders, they will split the four offices as per Corporations Code, Section 13403. Vice President and Secretary need not be licensed; however they may not be shareholders. The shares must total 100%.

EMPLOYEES:
Please list all licensees who will render professional services, even if they are already listed as Corporate Officers or Shareholders.

ATTACHMENTS:
You must include with the application a copy of the Endorsed Articles of Incorporation from the Secretary of State, along with any amendments, listing the corporation as a "Professional Corporation" within the meaning of Part 4, Division 3, Title 1, of the California Corporations Code. Articles must be filed as Professional Corporation.
Any corporation filed as General Corporation Law; or as an 'S', 'C' or "LLC" will be returned to applicant and must be amended with the Secretary of State. Failure to include a copy of the Endorsed Articles of Incorporation will result in your application being returned.

FEE & PROCESSING TIME:
The corporation registration fee is $100.00. This fee is non-refundable. The processing time is 3-4 weeks.

If you are a Chiropractor looking to incorporate in California, Call us today. We can help you set your business up properly.
1-800-929-5140 or email us at info@drasonlaw.com

www.drasonlaw.com

Business Lawyers | San Jose | Bay Area

2/8/2016

We are based in San Jose, California and service the entire Bay Area.

Drason Law Firm is an experienced Business and Startup Law Firm. We help clients who are looking to incorporate their business or startup, Seeking strategic advice, looking to sell the company you have worked so hard to build, or looking to fend off a legal claim. We are your lawyers at every step of your journey. We provide affordable support to our clients. We work hard so that you may relax.

We help clients in all of these areas:

Incorporation
Due Diligence - are you setup properly?
Equity Agreements
Converting your Entity (Entity Conversions)
Privacy Consulting
Privacy Policy
Terms of Service
End User License Agreements
Stock Agreements
Contract Drafting
Contract Consulting
Lease Review
Employee Agreements
Separation Agreements
Trademark Application
Licensing Agreements
Equity Compensation Review
Partnership Agreements
Buy-Sell Agreements
Settlements
Lawsuits

We are really here to help you every step of the way in your journey.

Call or email us today. 1-800-929-5140 or Info@drasonlaw.com

www.drasonlaw.com

Software Agreements | Different types of Software Agreements? | Software Agreement Lawyer - How can they help you?

12/14/2015

There are many type of software agreements. We have a few different ones listed below with a brief explanation as to their function and use. Software Agreements are often a product of negotiations, good negotiations, proper execution and managed expectation lead to successful agreements. We develop, review and redline software contracts for our clients. We hope you find this information helpful in determining which software agreement fits your needs. You may also contact us if you have any questions. 1-800-929-5140

Software Agreement
Software agreement usually deals with purchasing, sale, licensing, IP of software from a third party or vendor. SoftwareAgreements are important and sufficient considerations should be paid to the clauses defining the agreement. If you are currently looking for a Law Firm to assist you with developing a software agreement, then you are at the right place. We help clients develop effective software agreements.

Software Support Agreement
Software support agreement provides for ongoing maintenance of software that is installed in your machines or currently being used by the person, business or company. Software Support Agreements are well written (defined) agreements that define the nature and scope of services that are being provided. We have consulted and developed many software support agreements for our clients. If you need a software support agreement attorney to help you with your software support agreement, contact us today.

Software Maintenance Agreement
Software maintenance agreements and software support agreements often are the same. However, there are differences between the two. Though minor, software maintenance agreements are usually signed in conjunction with Master Service Agreements or Service Level Agreements. Software maintenance agreements are essentially provided as part of a packaged by the vendor to the customer. Contrary, Software support agreements are independent vendors that provide similar or the same service.

Software Development Agreement
Software development agreements are typically broken down in multiple parts. Master Service Agreements followed by Service Level Agreements. A MSA typically embodies the over rules of engagement and will stay in place indefinitely between the parties. The SLA in contrast is an agreement that details the service being provided under the MSA, typically, an SLA will stay in place until the product or service is delivered. Any subsequent services usually involve executing additional SLA’s. A good software development contract is specific in the rules that govern the parties, scopes are well defined, scope creep is addressed including fees for such changes to name a few. We have experience working with tech companies, and have placed countless software development agreements.

Software Service Level Agreement
Software service level agreements are also known as SLA’s. They are usually executed under a Master Service Agreement and provide the intricate details of the project to the vendor developing the software. A good softwareservice level agreement will usually have a well-developed scope of the project. Projected timelines are provided. Pricing for scope-creep is provided. Process to discuss changes to timelines is provided. A software service level agreement also provides for the pricing of the entire project defined in the SLA, including items that may affect final pricing.

Software Licensing Agreement
Clients often require a good software licensing agreement to ensure that they will be protected. Licensing often involve use of their software and technology. At times the software is installed on client’s machine. A software licensing agreement outlines proper uses and violations. Dispute resolution procedures are also outlined in a good software licensing agreement.

Software Purchase Agreement
If you are currently in the process of purchasing software for your company, you may need to have your own purchase agreement. Sometime, the vendor selling the software will provide you with a software purchase agreement. In this case, you want the agreement reviewed to ensure that it is a fair agreement. Remember, once you sign the software purchase agreement, there is no going back.

Drason Law Firm
1-800-929-5140
Email: Info@drasonlaw.com

Keywords: Software Lawyer, Different Types of Software Agreements, Need a Software Lawyer, Software Attorney, Software Negotiation Lawyer

Breach of Contract? Client or Customer not paying? What can I do if a client or customer is not paying?

12/2/2015

Contracts are part of our everyday life. People do not enter into contracts with the intention of breaching them, but contractual breaches occur. People breach contracts for many reasons. But, before a breach is determined, companies may enter this cycle where the client either doesn’t pay, is unresponsive, or refuses to honor the contract due to a circumstance.

Business and companies alike eventually get caught in the cycle. Larger institutions will likely have processes in place to deal with this – counsel, collection letters, lawsuits, etc.. We assist companies with them and we want use our experience and pass some of our insights down to you.

If you are currently caught in this cycle there are several things you maybe able to do to get the situation resolved.

Begin with realistically evaluating the person(s), or company you are dealing with. What has the temperament been like? Are they friendly? Are you aware of any issues or circumstances that might have led to this? This will help you evaluate your client/customer and also allow you to determine what steps need to be taken. We always recommend reaching out to your client(s) directly, call them, follow that up with an email. We recommend doing this several times before drafting and send them a notice. If you do send them a notice, personalize it and let them kindly know your circumstances and what led to the notice.

As you get into the notice phase and even before you begin communications with the client. We strongly recommend taking the time to collect all the facts from your system. You want to be precise and accurate if you get a hold of your client. Being unprepared can cause chaos, create anger, and sometimes make the client hostile. You need to be on top of your clients account. Taking the time to review documents, receipts, items/services sold, review of any issues will bring you up to speed, allow you to be more accurate and may led to a speedy resolution.

Nothing worked? – Communication, Emails and Notices!

If you have made all diligent efforts and client is still uncommunicative or refuses to honor the contract. At this moment, you seriously have to consider your legal options. You may need to speak with an attorney and determine your legal position, causes of action that you may have due to the breach of the contracts. A good legal strategy may help you avoid unreasonable costs and may lead to a resolution.

Contact our Business Lawyers of Drason Law Firm if you are currently looking for representation for a Contractual Breach: 1-800-929-5140 or info@drasonlaw.com

San Jose Business Lawyers

Copyright 2015

What should I set the Par Value of the stocks in my startup?

11/30/2015

I hope you are asking yourself this question in the early stages. What is Par Value? Par Value is defined as the minimum price a given corporation can issue its shares. In our recommendation, you want this number to be low, very low in fact. We often recommend our startup clients to set their Par Value at $0.000001 and even lower, depending on the number of shares being issues coupled with other factors. We have historically recommended 10,000,000 shares be issued by initially. We now recommend this number to be somewhere between 20,000,000- 25,000,000. There is no right number to this. We have seen a spread as to how founder structure this. Counsel will inform you on the cost and benefits on initial issuance of shares and its given Par Value.

If you have any questions, you may contact us at 1-800-929-5140 or email us at info@drasonlaw.com
We work with startups and advice them as outside counsel.

Startup Attorney’s near me? I need a Startup Attorney

11/17/2015

Drason Law Firm has experience in acting as outside counsel for startups. Our arrange allows you to save on legal expenses, obtain competent legal counsel, and have counsel be an integral part of your core team.

We are located in San Jose and our Business Attorneys offers counseling in the following areas:

Formation: S-Corporation, C-Corporation, Limited Liability Company (LLC), or Partnerships.
Startup Strategic counseling
Trademarks – Registration, Consulting
Corporate Governance Matters
Board of Director Issues
Voting Agreements
Contracts
1. Commercial Agreements
2. Purchase Agreements
3. Inventions Agreements and Assignments
4. Supplier Agreements
5. Venting Agreements
6. General Contracts
7. Employee Contracts
8. Licensing Agreements
Privacy Issues
Stock Options Plans
Founders Agreements

Contact us if you have any questions. Phone: 1-800-929-5140 or Email us at: info@drasonlaw.com. Our Business/Startup Attorneys are here to help. www.drasonlaw.com

You May Also like:

https://www.drasonlaw.com/businesscorporate-law.html

https://www.drasonlaw.com/how-can-we-help-your-company.html_

Copyright 2015

What’s the best entity setup for a business or startup looking for equity investors?

11/16/2015

Our clients often ask us the following question – “What is the best option for our startup that is looking for funding from equity investors (“Investors”)?

Setting up a proper legal entity is very important. Doing it properly the first time, you will avoid embarrassment and undue delays when you are ready for investors. The first few questions you should ask are “When do we plan on approaching investors?” “How many employees will the company initially have? “Are the employees going to have an equity stake in the company?” “How long will the development of your product take?”

The short answer is, if you are looking for equity investors for your business or startup, C-Corporation is perhaps the most appropriate setup for you. This setup allows for passive equity investors unlike S-Corp, where they would have to become active participants in the business. You also have to ensure that there is a founders agreements and/or buy-sell agreements in place. Other structural compliance requirements should also be followed to ensure a successful future.

Startup Business Attorneys will usually educate their clients on various setup requirements, timing and associated costs. We regularly consult in this area for our clients. If you are a new business or startup and are looking for a Business Attorney versed in Startup issues, you may contact us at: 1-800-929-5140.

DRASON LAW FIRM 
2125 Canoas Garden Ave, Suite 120 
San Jose, CA 95125
Email: Info@drasonlaw.com

Small Business Attorney | I need a small business attorney

11/15/2015

We take our time to answer your questions during our consultation. We help many small businesses in your area. Our Business Attorneys can help small businesses in the following areas.

Purchasing or Selling a Business
Sales Contracts
Term of Use Policies/Contracts
Privacy Policies
Partnership and Operation Agreements
Founders Agreements
Buy-Sell Agreements
Dissolving your Entities
Entity Conversion
Strategic Consulting
Disputes
Litigation/Lawsuits

If you are a small business owner in San Jose or cities nearby, call us today at 1-800-929-5140

DRASON LAW FIRM 
2125 Canoas Garden Ave, Suite 120 
San Jose, CA 95125
Email: Info@drasonlaw.com

IRS is auditing my Business; I need an IRS Tax Audit Attorney?

11/5/2015

Business audits can be long, and yes, it can also be painful. IRS is going to put you and your business or company under an electron microscope; evaluating every nook and cranny. You will have to justify income and expenses.

Is it uncomfortable? Yes, and our clients do not enjoy the experience either. We often get clients to at first attempt to handle this on their own, which quickly get out of hand. We recommend hiring an attorney if you are being audited, this is help alleviate your stress and anxiety levels and you will have the help you need to handle this properly.

At its basic level, IRS is really inquiring about whether the business, business expenses, and your general lifestyle match the documents you have provided them with. They look at your income, deductions, and the nature of deductions. You are likely going to be asked a lot of questions. It’s a best practice to take your time and answer the questions thoroughly and properly. An attorney can help here.

They will ask you to prove the deductions and expenses you have claimed in your business taxes. Mileage logs, meal receipts, entertainment receipts and other proper documentation are crucial here.

If you business deal with employees, they will look at documentation to see whether proper payroll taxes are being paid. Another big item is cash, if you business handles excessive cash transactions, you want to account for this through proper account documentation. They will ask for this as well. If you employ contractors, make sure you have appropriate contracts and documentation. IRS will look at this to determine whether this is actually the case or a paper arrangement. If they determine your contractors to be employees, you will be faced with severe penalties.

Thoroughness is key here. If there are gaps between what you have reported and their findings or determination, expect a sizable fine. This is why having an attorney guide you through this process and represent you during the process is crucial. They will help you organize your materials and provide you with the required guidance.

Contact our Tax Attorneys if you have any questions.

Phone: 1-800-929-5140
Email: info@drasonlaw.com
Website: www.drasonlaw.com
DRASON LAW FIRM

Hire a Business Attorney

11/4/2015

Reasons why you should consult with an Incorporation or Business Attorney (they are essentially one and the same) before you start your business or company. Some of the many risks include – general risk, investor risk, personal liability, customer risks, employee risks and such. Proper and adequate advice is often required to help manage such risks.

Depending on your entity type you will enjoy various benefits either as an owner or an investor (or both). Entity type is typically dependent on business object, growth prospects, investor relations, etc.. Speaking with an attorney will help you understand various benefits and risks associated with your business model and objective.

Tax is always a big one. Startups and business owners often think that the reason for incorporating is for tax benefits. Well, incorporating does come with some tax benefits; and the entity type does make a difference.

Raising capital for your business does also have an impact on structure. Investor at times will want to company or business structured a certain way that will be advantageous to them. Speaking with an attorney does provide you with insight on what might be best for the business.

Other business considerations are contracts and negotiations. Especially, as you are entering into contracts with other individuals and businesses, you want to absolutely make sure you are entering into a fair agreement, that you understand the agreement, and you have contingencies or controls in place to manage the risk you choose to take on.

If you are a business or startup currently looking for advice, contact Drason Law Firm
Phone: 1-800-929-5140
Email: info@drasonlaw.com
Website: www.drasonlaw.com
DRASON LAW FIRM

Copyright 2015

Trademark Lawyers: How can I protect my Trademark from Infringement?

10/16/2015

Whether you are starting a new business or purchasing an existing one, intellectual property such as the name of the company or business, name of the products that are associated with the business, or tag lines and/or slogans are important. They identify the source of the products. While it is important to have proper trademark registration, it is also important to take active steps to protect them as well. Failing to do so may result in you loosing any claim over the mark(s).

One of the basic requirements is establishing the actual use of your mark in commerce. This is what allows one to claim rights to a particular mark.

Is someone else using the same or similar name, slogan, and title in their product as well? What can I do if someone is using my trademark?

First, we will have to conduct research to determine whether there is a violation. Whether the mark they are using is actually confusingly similar to yours- does it sound or look similar? Is it in the same space? Will customers be confused as to who produces the goods? How far are you from them? Are they claiming a trademark to this mark? These are some of the many considerations that need to be addressed to proper legal analysis.

How can I stop someone from using my trademark?

You may prevent someone from using your trademark by sending them a cease and desist letter stating your rights and the violation. You must strongly demand that the infringer immediately stop using your mark.

You should speak with a lawyer before taking this step because proper legal anaylsis maybe required to determine whether there is a true violation. Additionally, you want to know all the potential avenues and what you may be getting yourself and you business into.

I want to file a Trademark Lawsuit? How do I file a Trademark Lawsuit? Need help with filing a Trademark Lawsuit?

If your request to stop using the mark is ignored, you may file a trademark lawsuit against the infringer. You can request that court prevent infringer from using the mark in the future; depending on the circumstances that led to the violation, the infringer may be asked by the court to pay damages as well.

We strongly recommend you consult with a lawyer.

Phone: 1-800-929-5140
Email: info@drasonlaw.com
Website: www.drasonlaw.com
DRASON LAW FIRM

Copyright 2015

Looking To Purchase a Business Franchise? Have a Franchise Agreement, or are looking to speak with a Franchise Agreement Lawyer?

10/15/2015

Here is some important information that you will benefit from.

Are you currently looking into purchasing a franchise business? Purchasing a business through a business franchise agreement is one of the most popular methods of owning your piece of the American Dream. As you navigate through this a Franchise Lawyer (aka: Business Lawyer) will help you navigate the through various issues that you are or will face when dealing with a Franchisor (the company or person selling you the franchise).

Here are some questions your should prepare for before speaking with an attorney. This will save both of you time and most importantly save you money!

What is the franchising fee?
- Is there a flat fee or percentage or both? How much is it?
What are the terms that you are aware of?
What are the payment terms like?
- Can you pay over time?
- One time payment
- Down payment with payments over time?
Is there a Franchising royalty fee?
- Pretty common!
Do you know what the terms are for how fees are calculated by the Franchisor?
Will you be audited? How often? Who will pay?
What services does the Franchisor provide?
- Marketing? What type of marketing?
- Billing, payroll or accounting services included?
What are all the restrictions in your Franchising Agreement?
Who will be responsible for building the Franchise?
What does the risk allocation look like?
- Will you carry your own insurance? Any limits?
How will disputes between you and the Franchisor be handled?
- Who is responsible for such legal costs?
What are terms if you are unable to carry on?
Are you personally liable for the Franchises debts?
Equipment?
- Who is responsible?
- Are there any requirements and/or restrictions?
Training?
- How often is it provided?
- Who will pay if you have to travel for training?
- Does the Franchisor charge for training?
Supplies?
- Can you buy your own supplied?
- Do you have to purchase from the Franchisor?
- Restrictions?
What rights do you have if you wish to sell/assign the Franchise?

If you are currently looking for a Franchise Business Lawyer (Business Lawyer) call us today at 1-800-929-5140 or email us at info@drasonlaw.com
Drason Law Firm
www.drasonlaw.com

Keywords: San Jose Franchise Attorneys | Franchise Law Firm | Franchise Agreements | Franchise Contracts

Estate Planning? Need an Estate Planning Attorney? Benefit’s of Estate Planning?

10/14/2015

Here we attempt to address a few questions our clients have asked us in the past. We often get questions like, “What is Estate Planning?” “Is Estate Planning expensive?” “Should I hire an Estate Planning Attorney?” We will also provide some basic information for individuals and families looking for an estate planning attorney.

Estate planning is a personal decision and an important one that is often left in the back drawer. We ask you the following questions. Would you rather have you assets distributed and allocated according to your wishes or have the government decide? There are other considerations and benefits to estate planning as well.

What’s in an estate plan?

A proper estate plan consists of wills, medical directive(s), power of attorney(s), charitable trust and/or living trusts. Complex estate planning can also involve a Family Corporation. Speak with an estate planning attorney to determine your estate plan.

Benefit’s of Estate Planning?

On a basic level, you will avoid internal family disputes. You will save court appointed executor fees, which can be up to 8% of the value of your estate. You will also save on tax consequences as well. A good estate plan will lower your tax liabilities as well. The biggest benefit of estate planning is avoiding the court system all together.

In summary what are the benefits of estate planning?

Reduce Costs
Tax Savings
Litigation costs
Family gets to keep more of your estate
You decide who gets what and when
Decide on medical action in case you are unable to make one
Helps with Financial Management
You choose the person who will manage your estate after your death

An Estate Planning Attorney can help you properly plan and execute your estate plan. We flat fee our estate plans that save you money, gives you peace of mind and allows you to speak with us without having to worry about hourly fees.

Speak with an Estate Planning Attorney Today
Call us today: 1-800-929-5140
Email: info@drasonlaw.com
Drason Law Firm

Asset Purchase Agreements | Business Asset Purchase Agreements

10/6/2015

Asset Purchase Agreements usually comes in play when a person(s) or a corporation is attempting to purchase assets from another person(s) or corporation. The agreement will specify the assets to be purchased. Asset Purchase Agreements in practice can prove to be tricky and often complicated, as other concurrent events may have to occur to successfully execute one- such as- executing other contracts, notifying creditors, transferring of physical assets and/or licenses. Some of which may require applications for transfer of ownership. Another major function of an Asset Purchase Agreement is to properly allocate liabilities between the parties. Tax is another issue to consider when transferring assets.

Some Asset Purchase Agreements are designed to purchase all of the stock in a corporation. Many prefer this because it allows owners to make a clean brake from their business. Attorneys are involved in such instances to ensure due diligence and to inform the client of risks associated with the transfers and to highlight the risks a party may potential face after the deal is done.

Some areas that Attorneys will really focus on in an Asset Purchase Agreements are:

Assets being purchased
Tax Liabilities
Securities Issues
Breach
Warranties
Indemnification
Dispute Clauses – Arbitration, Jurisdiction, etc.

If you are currently purchasing or selling a Business you should speak with a Business Attorney (which is this instance will be referred to as an Asset Purchase Lawyer). A Business Attorney will provide you with the necessary guidance to manage the transfer and provide you with an understanding on the risk you are undertaking.

Call us today: 1-800-929-5140
Email: info@drasonlaw.com
Speak with a Business Attorney today.
www.drasonlaw.com

San Jose Business Lawyers | Bay Area Business Attorneys | Business Asset Purchase Lawyers

Need a Business Lawyer? or When should I hire Business Lawyer?

10/6/2015

If you are reading this page, then you are either interested in speaking to a Business Lawyer (Business Attorney) or are researching whether you should spend the money to speak to one. Our goal here is to assist you in this decision. We believe each client is unique and there is no one fits all solution on when one should speak with a Business Attorney. Each client will want to involve a Business Attorney at different times. We highlight a few areas we believe that clients could greatly benefit by hiring a Business Attorney.

There are many tasks that you may be able to perform yourself and save some money such as:

Researching whether you can use a certain name for you business
Looking for the right domain name
Obtaining an EIN number
Creating minutes for meeting you have in your company
Hiring Staff

Such tasks usually involve research and access to various online resources that usually are straightforward and can be done from the comfort of your home. Some clients are busy and hire Business Attorneys to perform all tasks, if this is you then no worries, you may direct the questions to your Business Attorney.

Some areas where we suggest you consider hiring a business attorney:

Incorporating – there is a lot of information out there on incorporation. However, clients often struggle with determining which entity is best for them. A business attorney can help explain various different entity types, their short and long-term implications.
Contracts- Businesses will need contracts. From Sales Contracts, Vendor Agreements, Employee Contracts, and Lease Agreements to name a few. Business Attorneys have the experience and understanding to draft, negotiate, and redline such Agreements to ensure that you are properly represented. Business Attorneys also take the time to explain various clauses and their implications on you and your business. One key area that a Business Attorney will be able to assist you is understanding and negotiating your risks.
Tax Liability and Consequences – A Business Attorney will also be able to assist you in understanding the Tax liability of your business, its assets, valuation, allocation of profits and losses. A good business law firm will have a Tax Attorney on staff to aid you in understanding various tax scenarios.
Negotiating the Purchase or Sale of your Business – A Business Attorney is instrumental in helping their clients negotiate the purchase or sale of their business. Negotiation is complicated, involves discussion around value of the business, risk allocation and in general structuring the deal. We have often seen the opposing party becoming fairer in dealing with our clients once a Business Attorney gets involved.
Compliance - Ongoing compliance and assessments to understand the various legal liabilities your business is exposed to is paramount. Services from a good Business Attorney includes providing assessment services to audit your practices and design frameworks to help you stay in compliance.
Disputes – If you are currently dealing with a disgruntled customer, employee, business partner or shareholder. It is paramount that you speak with a Business Attorney who will help you understand the risks and liability by accessing the merits of the claim.

Let us ask you the following question: Why would you want a Business Attorney involved at any point?

Having a Business Attorney involved early in the process can help you navigate the trenches easier. The reality is clients involve attorneys at various stages. Sometimes all the way from the beginning, sometimes in the middle and at other times towards the end. Regardless of when you choose to involve a Business Attorney, the reason is you need help or perspective in managing your risks. A good Business Attorney will be honest with you, give you a straight picture, and discuss your possibilities and how to proceed. Whether that is compliance risk with the state, lawsuits, contract breaches to name a few areas.

If you are a Business currently looking for a Business Attorney to help you, contact Drason Law Firm today. Call us at: 1-800-929-5140. Email: Info@drasonlaw.com

DRASON LAW FIRM
2125 Canoas Garden Ave, Suite 120
San Jose, CA 95125