Privately owned businesses encounter a wide variety of the legal issues in which Rousso & Jackel has substantial experience helping you achieve the correct outcome.  These include:

• Type of Ownership
• Employment Issues
• Contract Disputes
• Leases
• Trade Secrets
• Unfair Business Practices
• Commercial Collections

Resolving these types of issues involves a broad knowledge of the law, which Rousso & Jackel have obtained from their many years of experience.

Businesses frequently hire large law firms to represent them, in order to make sure that specialists are available for every possible legal issue. This only makes sense for large public corporations.

Small and medium sized privately held businesses are better served by small law firms, such as Rousso & Jackel, that can provide the individual attention required for solving and avoiding legal problems effectively and economically.

Frequently Asked Questions

Should I incorporate?

Business owners commonly want to incorporate in order to protect their personal assets. While incorporating makes it more difficult for creditors to hold shareholders personally liable, there are no guarantees. A creative plaintiff’s lawyer can attempt to “pierce the corporate veil” and reach personal assets by alleging an abuse of the corporate form. There are various other legal theories that can be used to hold business owners personally liable, especially when the claims arise from the employer-employee relationship. However, there are other advantages to forming a corporation, such as the organization it provides, the ability to raise money by selling stock to investors, offering stock options to employees and certain tax advantages. Whether incorporating will save money on taxes or increase tax liability is a question which should be discussed with both an attorney and an accountant.

Should I form a limited liability company?

A limited liability company (LLC) has the advantage of being easier to operate than a corporation. There are no annual meetings, no elections of directors and very few formalities. Management is determined by an operating agreement, in which the members agree on all of their rights and responsibilities. However, these same features may make an LLC less attractive for certain businesses. The lack of “shares” and a formal organization makes it more difficult to attract investors or use it to offer employees incentives. The number of members is limited. There are other differences between an LLC and a corporation which can make the choice very difficult. The decision flows from how the owner wants the business to be organized and how income from the business will be taxed.

Do I need “good cause” to terminate an employee?

It is a common misconception that employees cannot be terminated without “good cause.” In California the general rule is that employment is “at will.” Generally an employer does not need to have any reason to terminate an employee. However, there are various circumstances which can give rise to an “implied” contract not to be terminated without good cause, such as lengthy employment with repeated assurances of permanent employment. Many employers require employees to sign statements when they are hired acknowledging that their employment is “at will.” These can be effective. However, they do not protect an employer from claims based on discrimination and harassment. There are a maze of state and federal laws governing the rights of employees and the duties of employers. A prudent employer will not leave these important issues to chance. Instead, he or she will seek counsel from an attorney who keeps current with this ever-evolving area of the law.

Can I require employees to waive their right to sue?

In principal, lawsuits based on breach of contract, discrimination, harassment and other employment torts can be avoided by having employees sign arbitration agreements. While arbitration does not release an employer from liability, it puts the decision into the hands of an arbitrator, who is perhaps less likely to put a company out of business than a jury. Arbitration also has the advantage of being less time consuming. However, recent court decisions have required that the arbitrator’s fees be paid by the employer and that employees have the same right to “discovery” they would have in a civil action. The enforcement of arbitration agreements continues to be a ripe area for legal intervention and judicial interpretation.

How can I ensure that my customers pay their invoices?

When goods or services are provided to customers and clients without being paid in advance the business becomes a creditor. Such a customer or client should be required to fill out a credit application, sign a promissory note and provide collateral. However, in many businesses it is neither practical nor customary to do so. The consequences of this is that many businesses are unable to collect their invoices because their customers are insolvent or the cost of collecting exceeds the amount owed. At the very least, information about a customer’s or client’s assets and financial condition should be obtained. Sometimes, the easiest way to collect a debt is by a bank “levy,” so just the information contained on checks used by customers or clients to make payments can make the difference.

How can I protect trade secrets and other confidential information?

Many states allow employers to use non-compete agreements to prevent their employees from going to work for competitors. California law prohibits such agreements, with very few exceptions. Nonetheless, an employer can require employees to sign confidentiality agreements which can be used to prohibit employees from disclosing trade secrets and other confidential information. The issue is such cases is usually whether the information is really confidential or atrade secret. It is extremely important that business owners consult with an attorney in order to make sure that such information is properly protected.

How can I protect my private financial information?

The Electronic Discovery Act can be used by litigants to force business owners to disclose all information on the hard drives of their computers if there is any possibility of it leading to the discovery of relevant evidence. Personal financial information can only be protected if it is kept on separate computers that are not used in the operation of the business.