Your Legal Manager

The In-House Legal Counsel for Businesses That Do Not Have One

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Why Plan In Advance For The Sale Of My Company? Can’t We Just Do Whatever Is Necessary When We Find A Buyer?

Executive Summary

This article1 discusses why it is a serious mistake to postpone planning for the sale of your business until you find a buyer. By not planning in advance for your exit from your business:

  • You will lose the opportunity to structure your company and the sale to be as advantageous as possible to you as the owner;
  • You will lose the ability to conduct the sale as an auction to create a bidding competition, which usually produces the highest price for your business;
  • You will not be able to modify the ownership structure of your company (e.g., to include key executives as minority owners, or to transfer ownership for estate planning purposes), nor change the form of the business entity to be best for you and the company’s employees for tax purposes;
  • You will pay higher professional fees than if you had started planning in advance of the sale; and
  • Because you have not prepared in advance for the buyer’s due diligence investigation of your business, it will be more disruptive and time-consuming and may cause the buyer to reduce the offered price, or even to walk away.

[Read more…]

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What Happens to Your Trade Secrets When the NDA Expires?

As published in the June 26, 2013, issue of the Los Angeles Daily Journal  by John St. Clair

John St. Clair
John St. Clair

Your business, Company Inc., has taken all reasonable actions to maintain the confidentiality of its trade secrets, has documented their value where appropriate, and requires other companies to which its trade secrets are disclosed to sign a confidentiality and nondisclosure agreement. Is Company protected against misuse or wrongful disclosure of the trade secrets? Not necessarily. Consider this example of an NDA not protecting Company’s trade secrets.

When Company entered into negotiations with Competitor Inc. about a potential joint venture, the companies entered into an NDA. The NDA included trade secrets in the definition of protected confidential information, so Company was protected against Competitor wrongfully using or disclosing Company’s trade secrets during the term of the NDA. While the term of the NDA is often heavily negotiated and is important, focusing attention on the term of the NDA may divert attention from an important related issue. In addition to ensuring that the NDA is not superseded by a subsequent agreement unless the NDA’s protections are included, Company should focus on what happens after termination or expiration of the NDA. [Read more…]

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How Your Legal Manager® Provides an In-House Counsel Solution for Companies that Do Not Have In-House Counsel

Companies often ask Your Legal Manager®, “How would Your Legal Manager provide in-house counsel services to us?”  In other words, “What specifically does Your Legal Manager do for its clients?”  Those are appropriate questions. A company should not hire any law firm without asking, “What are you going to do? When will it be finished?  How much will it cost?”

This article summarizes what Your Legal Manager can do for its clients by describing 10 procedures Your Legal Manager follows in working with its clients.  It is intended to assist company executives to decide if Your Legal Manager is right for their company.  While some of these procedures can be abbreviated or skipped altogether by some companies, most companies will gain the maximum benefit from Your Legal Manager’s services by working with Your Legal Manager through these 10 steps at the appropriate times.  The goal of the 10 steps is to allow the company’s executives to focus on their jobs and not spend time handling the company’s legal matters.  Your Legal Manager’s management of the company’s legal problems should enable both the business and legal functions of the company to be better managed. [Read more…]

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