Selling Your Business? A Few Things to Consider

Kevin 200px 72dpi color v2Here are a few notes from a recent talk Kevin Elder gave on things to think about in preparing a business for sale – and some things every business should think about.

1. Develop a Strong Management Team. A strong management team for the Company is attractive to a buyer, especially if the Company’s owner(s) do not want to continue to manage the business following the sale. Consider incentives (such as offering stock options) to attract and retain key management through time of sale and beyond.

2. Update Company Minute Book. Confirm that minutes reflecting actions/meetings of the Company’s owners, board of directors, officers and managers are current. Confirm that complete copies of the Company’s articles, bylaws, partnership agreement, operating agreement, as applicable, and all amendments are included.

3. Contract/Permit Review. Confirm all material contracts in the name of the Company, have been signed by applicable parties, and have not expired. Confirm that all governmental permits and licenses are issued in the name of the Company and have not expired. Identify which contracts, permits, leases, and licenses will need the approval of the other party to transfer to the buyer.

4. Intellectual Property Review. Confirm all patents and trademarks that are intended to be owned by the Company are actually registered in the name of the Company rather than an individual owner, employee, or other person. Consider registration of trademarks used by your Company.

5. Document Affiliated Transactions. Document material transactions between the Company and its owners, directors, and employees (i.e. loans, leases, licenses, etc.).

6. Non-Disclosure Agreements. Make sure employees of the Company who have access to confidential and proprietary information of the Company are subject to a strong confidentiality/non-disclosure agreement to protect the Company’s trade secrets.

7. Develop a List of Possible Candidates to Acquire the Company. Research and identify possible purchasers for the Company. List could include competitors, companies with complementary line of business, private equity groups, key management of the Company, or family.

8. Engagement and Coordination of Professional Advisors. Make your sure lawyer, accountant, business broker/investment banker (if any), and other applicable professional advisors are working together to address transaction matters (i.e. structure of sale transaction, tax effects, legal effects, document review, etc.).

9. Confidentiality Agreement. Make sure each prospective buyer to whom Company information will be provided signs a confidentiality agreement before providing such information.

 

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SJMS Presents Required Anti-Sexual Harassment Training

June 200px 72dpi colorSJMS Partner June McIvor led a training session for supervisors and managers from a variety of businesses across San Luis Obispo County on Friday, October 24.  State law AB 1825 requires all supervisors of businesses with 50 or more employees to take interactive training on sexual harassment of at least 2 hours every 2 years.  June used a variety of videos, role play exercises, and dialogue with the participants to impart the subject matter to a lively and engaged group of supervisors.   The training was a program of the San Luis Obispo Employer Advisory Council and was held at the Paso Robles Inn.  June’s powerpoint presentation (without the videos) is available here: AB 1825 Presentation.

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Beware of Corporate Document Scam

CA Compliance Center-Status Request FormMailings warning businesses of their failure to file various documents from disreputable companies looking official are commonplace.  Beware!  Here is one we just received letting our client know they had not filed for a “Certificate of Status.”  No such thing is needed as a routine matter.  If a Certificate of Good Standing is needed for a particular transaction, it is best to get it directly from the Secretary of State, not from the so-called “California Compliance Center.”  Companies like this usually use official-sounding names and official-looking seals, but they should not be confused with the California Secretary of State.  Another variation on the theme is a notice that the company has not filed its minutes–there is no requirement that minutes be filed anywhere!  Minutes of meetings are an internal document.   We urge our clients to scrutinize all requests for information carefully before sending off money and/or valuable company information to third parties.  If in doubt as to the legitimacy of a request, give us a call.

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Trusts & Estates Attorney Moves Back to Hometown

Attorney W. Martin Behn has joined Sinsheimer Juhnke McIvor & Stroh, LLP, one of the top business law firms in San Luis Obispo County.  Mr. Behn worked as an associate at a boutique law firm in Palo Alto specializing in estate planning, estate and trust administration and probate, and charitable planning.  He will work in the trusts & estates practice of the firm alongside Warren Sinsheimer and Herb Stroh.

Mr. Behn grew up in San Luis Obispo.  He is a graduate of UC Berkeley, with honors, and the Santa Clara University School of Law. While at Santa Clara, he was the Editor-in-Chief for The Advocate, a Saul Lefkowitz Motto Court Competitor and Associate for The Santa Clara Computer and High Tech Journal.  Between undergrad and law school, Mr. Behn was a law clerk at Société Générale Finance Equipment in Wuppertal, Germany, as well as a summer law clerk at Boehmert & Boehmert in Munich, Germany.  During his final year of law school, he volunteered at the Low Income Taxpayer Clinic in Santa Clara.

“We are excited to add an attorney of Martin’s expertise to our team, especially as he knows and appreciates the special attributes of our county,” said SJMS Managing Partner Herb Stroh.

Martin Behn began work at Sinsheimer Juhnke McIvor & Stroh, LLP on June 9, 2014. He can be reached via email at MBehn@sjmslaw.com.  Mr. Behn is a resident of San Luis Obispo.

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June McIvor Talks World Cup at Good Morning SLO

SJMS Partner June McIvor shared her World Cup experiences with San Luis Obispo Chamber of Commerce members at Good Morning SLO on June 26.

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World Cup Lessons for Business Owners

Brazil 2014 Logo6 Things Every Business Owner Can Learn from the World Cup

Say you’ve got a great idea for a business: Win the World Cup.  A World Cup team is not that different from your own business (other than the TV audience of 3 billion people!).   Consider the following:

1.  Employment Issues.  Like many successful businesses, you’ll need some team members: quick forwards, insightful midfielders, tough defenders, and a goalkeeper with cat-like reflexes.   But are these employees or independent contractors?  You are certainly not going to be telling Cristiano Ronaldo exactly how to dribble through 4 defenders to score.   And, inevitably, some are not going to work out.  Does Landon Donovan have an age discrimination claim?  Or were you supposed to hold his job for him while he was on his “getting his head back into the game” leave of absence?

2.  Customer Contracts.  Now that you have payroll, you definitely need revenues.  You’ll sell tickets to your games, maybe create a camp program for aspiring young soccer players.  What are the terms and conditions of the sale?  What warranties come with your product—do parents get a refund when little Johnny doesn’t become the next Neymar?

3.  Trademark Protection. As you start to see success, others are going to want to ride your coattails, maybe start selling products using your company name.  If you have a clever name like the Socceroos of Australia, you will want to consider trademark registration and protect your investment in your valuable brand.

4.  Competitive Injury.  The marketplace and the soccer field can both be tough environments, with your competitors looking to take your legs out from underneath you rather than play fair.  Unfortunately, though, you are going to have to do more than roll around on the grass, grabbing your ankle in mortal agony like [insert name of any Italian player here], hoping for a call from the referee.  No, you are going to need a good legal strategy and experienced attorneys to make your case to the referee in a black robe on the bench.

5.  Tax Planning.  You’ve been working hard, and the money is starting to come in.  You’d like to keep as much of it as possible, and give as little as legally possible to the IRS.  But it’s complicated—just ask Lionel Messi how valuable good tax advice and planning are, while he is waiting for a decision from the Spanish taxing authority on his failure to pay $5.3 million in taxes.

6.  Succession Planning.   It’s been a great run; you’ve hoisted the trophy—or not.  But you’ve built a great team, you’ve made some money, and now it’s time to move on and let the next generation carry on on the foundation you’ve set.  Business succession planning is the key to being the next David Beckham, handing the team off to Wayne Rooney while continuing to rake in millions of dollars with soft drink and underwear endorsements.

See?  You SHOULD be watching hours and hours of soccer during the middle of the work day!Soccer Ball graphic

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Robin Baggett to Receive Honorary Degree from Cal Poly

Robin 7188[2]SJMS Of Counsel attorney and former Cal Poly baseball star Robin Baggett will be awarded an honorary doctorate degree during Cal Poly’s commencement ceremonies June 15 at Spanos Stadium.

Robin is a Hall of Fame catcher with Cal Poly’s baseball program who graduated in 1973 with a business degree. He went on to earn a law degree from University of California’s Hastings College of the Law and clerked for Justice William Clark of the California Supreme Court.

Baggett was a partner in what was then known as Sinsheimer, Schielbelhut & Baggett for 25 years and continues to serve SJMS Of Counsel. He is an owner of Tolosa Winery in San Luis Obispo and Alpha Omega Winery in Napa and is a dedicated donor to Cal Poly.

He will receive an honorary doctor of laws degree during the June 15 commencement.

Read more from The Tribune here: http://www.sanluisobispo.com/2014/06/05/3097127/cal-poly-to-hand-out-2-honorary.html#storylink=cpy
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Warren Sinsheimer in High Demand with CPAs

Inspired by his 3 hour presentation to CPAs in Santa Barbara at the end of the year, Warren has been invited to address accountants in Ventura on cutting edge estate planning topics for married persons.  Warren will be speaking to the Ventura CPA Discussion Group on May 28.  Those of us here in San Luis Obispo County are happy to share Warren’s wisdom with our neighbors to the south!Warren 200px 72dpi color v3

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New Year, New Employment Laws

Dave 200px 72dpi color v2As the economy grows, so do federal and state employment laws.  SJMS Partner Dave Juhnke will be updating San Luis Obispo Chamber of Commerce members at an Employment Law Lunch.  Ensure that your practices are correct and avoid missteps that could lead to administrative or legal claims. Protect your business and stay informed with the…

 

• Latest changes to wage and hour requirements
• Expansion of protections against discrimination and harassment
• New developments in Immigration Law
• Trends in workplace policies and procedures
• Latest developments in the courts
• What to expect from agency enforcement in 2014
• And more!

January 28th from Noon to 1:30 p.m.
San Luis Obispo City/County Library Community Room.
Lunch will be served and seating is limited.

Admission costs $25 for Chamber members and $35 for non-members, which includes lunch and the program.

Register now

The deadline to register is Thursday, January 23rd at Noon.

To purchase the legally required 2014 Employment Notice poster, click here.

 

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Central Coast Grown Growing their Board of Directors

As Central Coast Grown (CCG) continues to grow and strengthen their team of dedicated volunteers, staff and Board Members, the organization welcome a number of changes and additions to their team.

Central Coast Grown is excited to announce Kevin Elder as our newest member to the Board of Directors. Kevin is an attorney with Sinsheimer Juhnke McIvor & Stroh, LLP in San Luis Obispo.  His professional knowledge and advising experience surrounding business, land use, and other legal issues, will be a valuable resource to the CCG Board of Directors and organization as a whole.

Among other projects, CCG is currently planning the launch and inaugural event  for City Farm–San Luis Obispo in April 2014. The request for proposals to have your own experiential and education farming plot at City Farm is open through February 2014.

Kevin 8x10 72dpi color v2

 

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