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Portland Business Law Blog

Successor liability: Avoiding the minefield of unexpected exposure

Buying a business is a risky proposition. The only way to contain and mitigate that risk is to conduct a thorough investigation into the acquisition target while being backed by retained advisors experienced in business transactions. In any acquisition there are dozens, if not hundreds, of risk factors. One such factor often not considered by first-time purchasers is that of successor liability - the extent to which the successor business, could be liable for certain debts and obligations of the seller's business after closing.

Ushering In A New Era In Of US-Based Privacy Regulation That Could Affect Your Business

Does your company engage in business in California? Does it collect personal information of consumers and alone, or with others, determine the purpose and means of processing same? If so, do any of the following describe your business?

Liability protections for members of LLPs and LLCs

When forming a business entity, liability protection for individual owners is a crucial consideration. Some entities provide greater protections than others. LLCs (limited liability companies) and LLPs (limited liability partnerships) are attractive options because they shield owners from personal liability.

Ending a partnership? Tips for doing so peacefully

Starting a business with a partner can be a strategically legitimate decision for certain entrepreneurs. For some, a partner may contribute much needed start-up capital. Others may highly value a potential partner's complementary skill set.

That said, there may come a time when the partnership must end for one reason or another. Perhaps the business was unsuccessful, or the personal relationship between partners has deteriorated to the detriment of the company. Whatever the reason for dissolving a partnership may be, there are some ways to make the process a little easier.

5 key legal issues surrounding e-commerce

E-commerce remains a strong segment of the U.S. economy. Online enterprises are attractive to entrepreneurs for several reasons. Without the need for a brick-and-mortar store, they’re a more accessible form of startup. You don’t even have to build a website, product or distribution system from scratch; with third-party vendor arrangements through Amazon, for example, the infrastructure is already in place.

Despite their relative ease of entry and low cost to get off the ground, however, online businesses still face numerous legal considerations. Entrepreneurs should be well aware of these issues before launching an e-commerce enterprise.

Partnership vs. joint venture: What difference does it make?

Confusion commonly arises between two similar business entities: partnerships and joint ventures. These two terms are often used interchangeably, but they can mean very different things.

Because your choice of business entity has a major impact on the rights, responsibilities and liabilities of everyone involved, it's important to be clear about what type of entity you're creating--especially when it comes to joint ventures.

Executive employment claims: Understanding termination without cause

When it's time to terminate an employee, even an executive, an employer often has a reason. Whether the reason is poor performance or a specific incident of misconduct, there is often a cause for the dismissal.

Still, there are other situations where an executive's tenure has run its course. The company may have decided to look for someone with deeper experience or may be looking to reorganize and make changes. When there is no cause for the termination, a disgruntled executive may look to sue your company.

Understanding and Protecting Your Business from Standard Contract Terms

Whether for the purchase of a business, equipment, or real estate, most contracts contain standard terms, often referred to as boilerplate. Even though the terms may be standard, there are often subtle differences in the wording that can have significant consequences down the road. More importantly, even though terms may be typical in a business or real estate contract, they may be contrary to your business' interests in a particular transaction.

Although the presence of boilerplate terms in a contract tends to disarm or otherwise lull the reader to sleep, these provisions should be closely scrutinized by a lawyer. You should also take the time to understand what they mean and why you are agreeing to them before you sign a contract.

We're what? How inadvertent partnerships are formed

You agree to do a business deal with a colleague and split the profits at the end. When your colleague’s conduct causes a third party to sue, you get sued, too. In reading the lawsuit filed against you both, it states you are partners and you are liable for your colleague’s conduct.

How can something like this happen? How can you become partners with someone without ever intending to do so? Inadvertent partnerships are more common than you may think, and you need to think carefully through your potential business ventures before you act.

Things every restaurant owner should do in a lease agreement

Starting a new restaurant or bar is one of the most complex, challenging career paths you could choose. Even if you are a master of the culinary arts or handcrafted cocktails, great at employee relations, customer service, and marketing, you can still destroy your potential for earnings by making key mistakes in the area of real estate. The same applies for well-established businesses.

If you are considering a leasing a building for your business, there are many potential mistakes and pitfalls you need to understand. Without proper knowledge and help, many well-established restaurants and bars have gone under because of simple mistakes in their lease negotiations and the final lease. Do not let your business become a statistic.

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