Business Law Archives

February 11, 2025February 10, 2025

Legal Tips for Small Business Mergers and Acquisitions

People consider small company mergers and acquisitions for a number of reasons. The company may want to grow their business turnover or increase their market share. Other small businesses are declining and need to make difficult decisions to ensure their survival. No matter the reason behind the merger or acquisition, there are often emotional, financial, and legal implications.

SCC Legal is familiar with all the reasons small businesses choose to participate in mergers and acquisitions (M&A). Over forty years of experience underlies our service when you need a business lawyer in NJ. We have a long tradition of providing exceptional legal representation to small and mid-sized businesses in New Jersey at cost-effective rates. Join us as we share legal tips for small business mergers and acquisitions.

Overview of Legal Considerations in Mergers and Acquisitions

There are key differences between mergers and acquisitions, with legal implications for all small businesses involved. A merger occurs when two separate entities join to form a new company, while an acquisition transpires when one company takes another over. Multiple legal aspects govern an M&A, including due diligence, deal structure, non-competes, and joint and several liability. The deal structure has a substantial impact when shareholder approval, tax consequences, liability transferability, and third-party contractual consent requirements are considered.

Understanding Contractual Obligations in M&A

M&A deals vary, but all participating small businesses will have contractual obligations they must comply with. The results of the due diligence phase will serve as the main source of information for drafting a contract that allocates risks between the seller and buyer. The contract sets out the buyer’s and seller’s actions to close the mergers and acquisitions deal. An experienced business attorney will guide the small business owner to a contract that optimally represents their interests.

Intellectual Property Rights During Mergers

All companies, no matter their size, accumulate an intellectual property portfolio, whether through patents, website copyrights, trade secrets, or client lists. The value of a company engaged in a merger might be partly based on the value of its intellectual property. An intellectual property due diligence will determine what intellectual property each entity holds and its value. Work with the legal representative of your small business to ensure your intellectual property rights are correctly identified, valued, and protected.

Tax Implications of Mergers and Acquisitions

The tax implications of mergers and acquisitions impact the participating small businesses and their owners. Companies must seek advice from tax and legal experts to develop a comprehensive federal tax planning strategy that maximizes value and cash flow while complying with tax obligations. An acquisition or merger may be a taxable transaction or a tax-free reorganization as defined by the Internal Revenue Service (IRS). There might also be state-specific tax consequences that must be considered during the M&A process.

For more information on areas of business law or if you want to discuss small company mergers and acquisitions in NJ, please contact our team at SCC Legal today or visit us at: https://www.scclegal.com/

December 3, 2024December 9, 2024

A Guide to Succession Planning for Family Businesses

Family businesses are the backbone of the U.S. economy, employing over 42 million workers and accounting for 34.1% of the workforce, according to the U.S. Small Business Administration. Yet, ensuring the longevity of these businesses requires careful planning. Succession planning is a crucial step that helps preserve a family’s legacy, secure its employees’ futures, and maintain its contribution to the economy.

At SCC Legal, we’ve spent more than forty years assisting New Jersey families and their businesses with trusted legal counsel and tailored solutions. From drafting essential documents to crafting comprehensive succession plans, we’re committed to guiding you through every step of the process. In this guide, we’ll explore the importance of business succession planning, its benefits for family businesses, and how SCC Legal can help secure the future of your enterprise.

What Is Succession Planning?

Succession planning is a business strategy that ensures someone is appointed to continue the business when the owner retires or passes away. It reflects the business founder or owner’s wishes and reduces potential business risks by creating stability that allows the company to continue flourishing. Preparation is key for proper business succession planning, especially in family businesses. A clear and well-prepared succession plan should be drafted with the assistance of competent and experienced advisors, such as the SCC Legal team. Review it regularly to confirm the document continues to reflect your wishes.

Why Do Family Businesses Need A Succession Plan?

The majority of people start businesses to provide for their families. However, there comes a time when they want to retire, withdraw from day-to-day operations, or are forced to disengage due to a disability. A family business succession plan ensures continuity, while minimizing the likelihood of conflict between loved ones. It is challenging to select a successor if you have several family members in the business, and each one has unique strengths. Succession planning offers an opportunity to listen to various opinions and make a final decision with the assistance of a neutral party specializing in business law.

How Do I Create A Succession Plan?

In general, we know that smaller businesses in NJ are closely held corporations with a small number of shareholders. A written, legally documented succession plan for the family business drafted with the assistance of a business law attorney at SCC Legal will identify and address issues that might cause conflict. It could even include the terms of a third-party buyout. Include the business succession plan in your estate plan and will, and inform your family fully on the plan’s terms.

Managing Estate Equity in New Jersey

The goal is generally to divide an inheritance or estate equally among heirs. It can become problematic if one person is involved in the family business and the size of the company they expect to inherit is large relative to the total assets of your estate. One of the ways to establish estate equity is by determining how much the business is worth and purchasing life insurance equal to its value that will go to the heirs not active in the company. The SCC Legal Estate and Business Succession Planning team is ready to help you establish estate equity and draft a family business succession plan that reflects your desires.

For more information on areas of business law or if you want to discuss succession planning for family businesses in NJ, please contact our team at SCC Legal today or visit us at: https://www.scclegal.com/

June 10, 2024June 19, 2024

Understanding Employer Legal Counsel: Legal Insights for You

Companies need employer legal counsel as the business world is competitive with a diverse range of issues to be considered. They need to comply with federal, state, and local laws, manage financial challenges, build employee loyalty, and be innovative at every turn. The input of an experienced business lawyer is essential to any company’s success, whether you need them to draft legal business documents or assist with state board and licensing authorities.

SCC Legal has a long tradition of providing exceptional legal representation to small and mid-sized businesses in New Jersey and has also served as general corporate counsel for large multi-million dollar corporations. In this article, we’ll discuss the benefits of professional legal advice in the workplace.

Importance of Legal Guidance in the Workplace

Legal guidance in the workplace protects the business, its owners and shareholders. You might need inputs on registering the correct type of business entity or real estate law advice because you want to purchase a competitor’s assets. Maybe you have an established family business in NJ and want to ensure a succession plan is in place. A business lawyer has the expertise to help with all of the above.

Regulatory issues such as labor-management disputes, union disputes, and occupational safety and health litigation are a risk to the finances and reputation of a business. SCC Legal attorneys are skilled negotiators who will look out for your company’s best interests in these types of proceedings.

Key Legal Counsel Responsibilities to the Employer in NJ

Employers might appoint attorneys for specialized cases such as insurance or require someone to serve as general corporate counsel. One of the key legal counsel responsibilities business lawyers assist with is commercial transactions. SCC Legal provides practical advice and counsel on commercial agreements intending to avoid litigation. Which commercial transactions can we assist with? We provide legal counsel for joint ventures, employment agreements, lease agreements, real estate purchases, contracts, confidentiality agreements and more in the state of New Jersey.

Benefits of Professional Legal Advice for NJ Employers

Taxation and personal liability are another two areas in which companies can benefit from professional legal advice. Although taxation is a specialized field, it is vital to obtain legal input to ensure the company complies with all taxation requirements and fully uses available tax advantages in NJ. Litigation can be costly when you are held personally liable for an action related to your business. General corporate counsel services from SCC Legal include limiting your exposure against unintended liabilities. We also ensure clients operate within the law at all times, enabling them to operate efficiently and maximize profits.

Impact of Legal Influence on Workplace Dynamics

SCC Legal has been serving NJ families and businesses for over forty years. Legal influence is vital for successful workplace dynamics. Advice from business attorneys ensure companies abide by the law, which is to their benefit and the benefit of their employees. Company owners and management close commercial contracts with a complete understanding of the terms and considerations, resulting in increased growth and profits.

Employees know their contracts are fair because they adhere to regulatory requirements, benefiting the employer and worker. Do you want a business lawyer who handles litigation and transactions in all areas of NJ business law while focusing on your company’s bottom line? Then, you need SCC Legal on your team.

For more information on business law, or if you want the assistance of an employer legal counsel in NJ, please contact our team at SCC Legal today or visit us at: https://www.scclegal.com/

May 13, 2024June 19, 2024

Business Litigation: Protect Your Company with Legal Support

The last thing you want to deal with as a business owner is litigation that threatens your company’s reputation and finances. The process is complex and time-consuming, taking your attention away from the core focus – running a successful business. Although this type of litigation is challenging, you can adequately protect your company with support from SCC Legal. Our litigation lawyers handle NJ business law litigation and trial cases, whether for business fraud, partnership liability, or arbitration. We have a long tradition of providing exceptional legal representation to small and mid-sized businesses in New Jersey. Let’s take a closer look at the ins and outs of commercial litigation and how we can support your company as soon as possible.

What is Business Litigation?

Business or commercial litigation involves disputes that originate from business relationships and can arise between two companies, an individual and a business, or a company and government entity. Fortunately, commercial litigation doesn’t always lead to lawsuits. An arbitration process might resolve the matter effectively. However, when a dispute goes to court, it becomes public record. If the litigation is not managed by a business litigation attorney with the appropriate expertise and experience, it can become a financial or reputational business risk.

Common Business Litigation Types

There are as many litigation types as there are diverse companies and facets to running a business. Some types can be complex, such as litigation related to the Securities Exchange Act, but business owners will be exposed to the most common types of disputes throughout their corporate career. These include:

Business collections
Insurance disputes
Class actions
Consumer fraud
Civil litigation
Trade secret disputes
Breach of contract
Breach of fiduciary duty
Shareholder-to-shareholder disputes
Partnership disputes

Employment disputes, including demotion, termination, employer-employee contracts, and harassment in the workplace are very sensitive matters that require a high level of understanding and research to navigate. An experienced business litigation lawyer in NJ will handle them with care and secure the best possible outcome for the innocent party.

Role of Business Litigation Lawyers

Large conglomerates tend to have in-house business lawyers who manage their litigation especially when the dispute requires a unique skillset or specialized knowledge. Most small and mid-size businesses, on the other hand, find and consult a business litigation lawyer on an as-needed basis. A commercial litigation attorney will protect their client’s interests before, during, and after court proceedings. Litigation is expensive, and a quality lawyer will always try to resolve the conflict amicably before entering litigation by going to the courts.

Benefits of Business Litigation Attorneys

What benefits do you and your company gain by appointing business litigation attorneys such as SCC Legal? Few disputes reach trial, as most are resolved through arbitration. An experienced lawyer will ensure your company is treated fairly by the neutral third party managing an arbitration, negotiating on your behalf for the most favorable outcome.

Our team can interpret the legal language so you can make informed decisions, help you understand your legal rights, recommend the right course of action for your company, and guide you through the judicial process to minimize business losses.

For more information on business and real estate law in NJ, or if you want to know how we can help protect your company against business litigation, please contact our team at SCC Legal today or visit us at: https://scclegal.com

April 1, 2024June 19, 2024

Understanding Employee Representation & Consultations

Employee representation has been in the news with the United Auto Workers (UAW) strike and strikes by Amazon and Starbucks workers in the United States. Most notably, Global Amazon workers staged a strike in multiple European countries a few days before Black Friday last year. Employees use various types of worker representation to negotiate with management on issues such as wages, working hours, benefits, and acceptable working conditions.

In this article, we’ll discuss employee representation and how SCC Legal, as General Corporate Counsel, can assist your NJ business with employment and labor relations issues.

Types of Employee Representation

There are four main types of employee representation divided into union and non-union representation.

Unions are membership-based organizations representing the interests of workers in specific industries or occupations. Union representatives engage in a collective bargaining process with employers on behalf of their members.

Workers’ Councils. U.S. labor law does not permit work councils. In other countries, they are delegates elected by workers of a workplace or company to negotiate or bargain on their behalf on selected issues.

Employee committees. Consisting of employees representing all levels of an organization and company management, employee committees identify staff needs and make recommendations on how to resolve highlighted issues.

Individual consultation. An employer representative and individual employee negotiate directly on issues.

Benefits of Employee Representation

The benefits of employee representation are a win-win for employees and employers. It nurtures good employment relations, enabling workers and management to communicate, negotiate and consult effectively. Employee representatives can be a sounding board for management when they want to implement organizational changes, thereby protecting the company’s brand and financial health.

It also promotes employee health and well-being by ensuring workers feel they have some control over their jobs, which is especially important in times of rapid change or instability.

Legal Rights of Employees in the Workplace

Local, state and federal laws protect the legal rights of U.S. employees in the workplace, and there is no single list of employee rights. Federal laws include several pieces of legislation protecting employees from discrimination, including the Equal Pay Act, Americans with Disabilities Act, and Age Discrimination in Employment Act of 1967.

Other federal laws protecting employee rights are the Family and Medical Leave Act (FMLA), Fair Labor Standards Act, Occupational Safety and Health Act, and Migrant and Seasonal Agricultural Worker Protection Act (MSPA). Employers are expected to act fairly under these laws and protect the wellness of their employees.

Legal Consultation for Employee Representation

Are you a New Jersey-based business concerned about the potential negative impact of employee representation on your business? Do you want to be sure your business is fair to employees? The different labor law levels can be challenging for companies, especially when employees work from home or you have workers in different states outside of your main headquarters.

New Jersey has several laws providing greater protection to employees than federal law, including pregnancy accommodation rights and health care continuation coverage obligations for small businesses. The highly-experienced business attorneys at SCC Legal in NJ can help your company with employment and labor relations issues to protect your business and be fair towards your employees.

For more information on employment and labor law, or if you want to know how we can help protect your company against negative employee representation, please contact our team at SCC Legal today or visit our website at: https://www.scclegal.com/

January 9, 2024June 19, 2024

Navigating Success: The Role of Legal Counsel in Business Negotiations

The likelihood of successful business negotiations increases when legal counsel negotiates on your behalf. It is an efficient way to settle business disputes, resulting in fewer lawsuits and lower expenses for the company. Costs are not the only consideration for small and mid-sized companies, as many are family businesses who may have clashing views on management styles. Either way, all businesses want responsive service from an experienced attorney with everyone’s best interests at heart, whether in terms of discussing succession planning or partnership disputes.

The Crucial Role of Legal Counsel in Business Negotiations

Business lawyers are experts at negotiating and drafting commercial agreements, including financing, joint ventures, licensing and employment contracts. They provide practical advice and counsel, aiming to avoid litigation and allow owners to concentrate on building their businesses. The purpose of business negotiations, with input from legal counsel, is to reach a reasonable agreement acceptable to all parties while protecting the reputation of the companies involved.

The attorney’s role in negotiations varies depending on the circumstances. Lawyers are crucial in identifying legal and regulatory issues, as well as risks and liabilities that could impact agreements.

Real-World Insights: Examples of Legal Counsel Impacting Business Negotiations

The importance of legal counsel for a company is unequivocal during the sale of a business – it is a complicated transaction. An experienced lawyer will ensure the business is valued correctly before working with the owner to negotiate the best pricing and terms.

Another example of the real-world value attorneys offer in business negotiation is the matter of succession planning, which is essential to the future of every business. It can be a delicate matter in family businesses, and a knowledgeable attorney must write the legally binding document, before filing it with appropriate state and federal entities.

Challenges in Business Negotiations: A Legal Perspective

Successful business negotiations are not always guaranteed, as various challenges can impact the outcome. For example, one party using negotiation as a stalling tactic to prevent the other from asserting their rights through litigation. When parties don’t have a clear understanding of their negotiating mandate, there is uncertainty regarding the limits of their authority, thereby impacting the effectiveness of the bargaining process. Another challenge is that no party is compelled to continue negotiating and can terminate the negotiations at any time. Negotiation challenges carry business risks, whether legal, legislative, financial or reputational.

Paving the Way to Success: Strategies for Effective Legal Counsel in Negotiations

Negotiations are successful when everyone walks away feeling like they won, but this does not always come easy. Effective legal counsel in business negotiations requires developing a strategy that includes building a rapport with the other party’s counsel despite clients being in conflict, promoting collaboration, and preparing for the unexpected. An attorney’s ultimate responsibility is to achieve the best outcome for their client, within the law, and in a timely manner.

For more information on legal dispute resolution in business, or if you want to know how we can help with successful business negotiations, please contact our team at SCC Legal today or visit us at: https://www.scclegal.com/

October 10, 2023October 23, 2023

Mastering the Art of Successful Business Negotiations

Negotiation is a key part of doing business in today’s world, and successful business negotiations are somewhat of an art form. It takes the perfect balance of finesse and the right knowledge to enforce your stance. The most important thing to know about negotiating is that it’s crucial you have legal counsel represent you, and that your attorney reviews any paperwork or contracts before you sign them. Here are some tips you can use to master the art of successful business negotiations by our experienced team of commercial attorneys in New Jersey.

The Importance of Legal Counsel in Business Negotiations

We said it once and we’ll say it again to make sure it sticks: You should always retain legal counsel when engaging in business negotiations. Even if you’re a seasoned negotiator with decades of experience, your lawyer has specialized expertise that will ensure you don’t run into any conflicts or issues down the line. They can also ensure all the fine print in the contract accurately reflects what you and the other party verbally agreed upon.

Developing a Negotiation Strategy: Ask a Business Law Attorney

At a high-level, smart negotiation strategy consists of the following elements:

Do your research and prepare thoroughly
Understand which alternatives you’re willing to accept
Use clear and assertive communication
Listen and show respect for the other party, and use the information they’re giving you to inform your responses
Aim for an outcome that both parties are satisfied with
Be patient and keep your emotions in check
Be prepared to walk away

Common Legal Issues in Business Negotiations

Some of the common legal issues we’ve seen during business negotiations include the risk of fraud, misrepresentation, breach of contract, and, perhaps most often, the inability to agree on the terms and conditions. It’s imperative that both parties fully understand the complete contract and what is being agreed to, and it’s essential that both parties are acting in good faith and not taking any measures to misrepresent themselves and their true motives.

Overcoming Challenges: Proven Tactics for Dispute Resolution

Having legal counsel by your side during negotiations can help immensely with dispute resolution. Disputes are bound to happen from time to time, but that doesn’t mean things need to get ugly or uncomfortable. Many disputes can be resolved by bringing all the involved parties together to talk in person because that allows you to build a rapport with each other, and eliminate any opportunities for miscommunication and misunderstanding. So many things can get lost in translation if you’re emailing back and forth and it’s generally much more productive to have a face-to-face conversation. Be sure you take your lawyer with you to any in-person meetings to ensure everything is properly documented after the fact.

If you would like to learn more about successful business negotiations, or if you have any questions about how our experienced estate planning lawyers can help you, please contact our team at SCC Legal today and visit our website at: https://www.scclegal.com/

March 14, 2023March 3, 2023

How To Review A Commercial Lease Agreement

Are you getting ready to sign a commercial lease agreement? Have you hired a lawyer to review it with you? Signing a commercial lease is a big deal, and there are important aspects you need to be aware of and certain terminology to look out for. Our team at SCC Legal will explain some of the most important parts of a commercial lease below, as well as how you can avoid entering a bad agreement.

The Rent Due

A commercial lease will state clearly how much the rent is in US dollar amount, on which days it’s due, and how the tenant must pay it. A common time frame for a commercial lease is three to five years, after which the landlord will probably want to negotiate a small rent increase in line with the market. If you’re the tenant, ensure you’re clear on how much you must pay, the exact dates you must pay, and how you pay.

Clauses To Look Out For

Service charges clause: This clause is separate from the rent, and usually covers the costs of any upkeep and maintenance that the property owner must do on a regular basis.

Indemnity clause: This clause protects you from being held liable for any negligence or willful misconduct by the landlord.

Insurance clause: The landlord usually has their building insured, but additional insurance clauses stipulate which party is responsible for other items and areas on the property.

Is There A Break Clause?

A break clause means that the lease can be terminated earlier than stated in the contract, on a date that both parties agree to. For example, with a one-year lease agreement, there will typically be a six-month break clause where the tenant can end the lease early if they wish to do so.

What Are The Tenants’ Obligations?

As a tenant, you must be fully aware of your obligations while you occupy the property. Typical tenant obligations include keeping the property clean and in good working order, reporting any damage or maintenance problems to the landlord, and maintaining the lawn or garden area on the property.

To ensure you don’t enter a bad commercial lease agreement, it’s best to consult an attorney with plenty of experience in this sector. They will know exactly how to amend each clause to make certain that your best interests are legally protected. For legal guidance with your commercial lease agreement in New Jersey, or if you have any questions about the terms and conditions of your lease, contact our team at SCC Legal today or visit us at: https://www.scclegal.com/

June 3, 2021June 9, 2021

What happens to my business when I die?

As a small business owner, you undoubtedly have a lot on your plate. There’s the day-to-day operations of running your business, managing your staff, budgeting, inventory, and much more. With your busy schedule it can be easy to forget about succession planning, but it’s an important question all business owners must ask themselves: What happens to my business when I die?

We often hear about the importance of planning for your personal estate, but small business owners must also have a plan in place for their businesses. Having a clear succession plan in place helps avoid confusion, litigation, and disputes when you are no longer here. Lawyers who specialize in small business law can help you create and secure a succession plan that ensures your business is run exactly the way you desire.

How to find the right small business lawyer for you:

Ensure your lawyer specializes in succession planning. There are many types of small business lawyers: bankruptcy, compliance, trademark, copyright, litigation, and more. You want an attorney that specializes in helping people plan for what happens to their business after they pass away. It’s especially important if you own a large business with multiple locations and many employees.
Make a list of your company’s needs. Your industry, the size of your business, the number of staff, and the number of locations will all be factors in your succession plan, so we recommend working with a firm that has experience with companies that are similar to yours. It may be worth asking fellow owners in your industry if they have any recommendations.
Come to the initial meeting with all your questions ready. The lawyer you meet with should be able to provide answers that are more than satisfactory. If the firm is experienced then they’ll be able to tell you exactly how they’ll help you, and what your options are.

Make a plan with a New Jersey business lawyer

We know it can be unpleasant to think about end-of-life issues, but you’ve worked so hard to get where you are and the legacy of your business should be treated like the valuable asset that it is. Whether you own a small, family-run business or a larger, franchised company, it’s crucial to make decisions about succession planning.

For more information about succession planning, or if you have any estate planning questions, please contact our team at SCC Legal today. As both an elder law firm and small business firm, we are uniquely positioned to help you navigate the succession planning process. Discover why so many small business owners in New Jersey choose us as their trusted counsel.

December 2, 2020January 6, 2021

When Do You Need A Business Lawyer For Your Small Business?

Small business owners have so many things to think about on a daily basis, and one common question they ask themselves is: Do I need a small business lawyer?

Many small business owners believe it’s too expensive to hire an attorney, however working with a business lawyer sooner rather than later can help you prevent expensive incidents down the line. Prevention is often cheaper than the cost of remedying mistakes and missteps, and hiring an attorney helps you ensure your bases are covered.

Here are a few situations for which we recommend consulting with a business lawyer:

Your company is being sued by a prospective, a current, or a former employee. While many businesses will deal with lawsuits, they can quickly get messy. You need a professional to keep the situation under control and to act on behalf of your company. Whether it’s a discrimination suit, a hostile work environment suit, or something else, a business lawyer can help.
Your business is being investigated at a local or state level for violation of any laws. Certain inspections and investigations are routine, but when someone files a complaint and your local or state government takes action, you need an attorney to guide you through the process.
For a sale, a merger, or an acquisition. These are complicated financial transactions that must be done correctly, so whether you’re acquiring another business and its assets, or you’ve decided to sell your business, you’ll need a lawyer.
Your business is involved in an environmental issue. The government is increasing regulations around the way small businesses impact the environment. Which means you may be subjected to penalties if you aren’t in compliance, even if you weren’t previously aware of the latest regulations.

How small business lawyers can help

In addition to the above issues, small business lawyers can also help you with issues related to copyrights, trademarks, compliance, and more. We recommend finding a trusted business attorney before you actually need one because being prepared is always in your best interest. Unfortunately litigation is something many small business owners will experience at least once, and you want an experienced small business lawyer representing you and your company in court. Don’t wait until you’re in the middle of a potentially messy legal incident to seek the advice of an attorney.

For more information about how our attorneys can help you as a small business owner, or if you have any questions, please contact SCC Legal today. Discover why so many people in New Jersey choose us as their trusted small business lawyers. We look forward to hearing from you.