BUSINESS LEGAL SERVICES
Dorman Bell, LLP is dedicated to supporting small to mid-sized businesses throughout their life cycle. From formation and beyond, our attorneys offer customized services that contribute to the growth and success of our clients’ greatest asset: their business. We understand how overwhelming it can be to start a business and there are often many uncertainties from a new business owner. Dorman Bell, LLP is here to walk you through your venture and answer any questions you might have.
Starting Your Business
Preparation and Planning
You will face many important decisions when starting a new business. What kind of entity will protect me? Where will I office? Do I need a DBA? Who should own interest? Should we hire Independent Contractors or Employees? Dorman Bell, LLP can create a strategy to ensure that you have dealt with the issues that accompany the start of a new business. It is important to decide on the right entity for you and your new business. We can help you learn the common types of Business Entities in the state of Texas and nationwide, then assist you in discovering which business structure best suites your needs and affords you the best legal protection. Learn more about our formation process here.
The Most Common Business Structures
General Partnership
When two or more individuals agree to share unlimited responsibilities of a business such as assets, profits, liabilities, and finances.
Corporations
A company or group of individuals who are authorized to act as an entity. It is a separate legal entity from it's owners.
Limited Liability Company
A type of entity that has the powers of both a corporation and a partnership. It is owned by a "member" defined as an individual, partnership, corporation, etc.
Limited Partnership
A partnership formed by two or more individuals who also have one or more limited partners. This partnership operates in accordance with a partnership agreement, written or oral.
Limited Liability Partnership
When a general or limited partnership want to limit the liability of it's general partners.
Governing Documents
The governing document of a business can provide the most basic or very complex rules which govern both the internal and external activities of the business. It is a crucial set of guidelines for the management of the business’ affairs and the regulation of its owners, partners, shareholders, directors and/or managers.
What is an Operating Agreement?
An Operating Agreement, or sometimes called a Company Agreement, is a document that customizes the terms of a Limited Liability Company (LLC) pursuant to the needs of the owners, and summarizes the financial and operational decision-making structure.
What are Bylaws?
The Bylaws of a corporation are contained in a document that sets out the rules, regulations, and responsibilities for shareholders, directors and officers. It serves as a vital piece in organizing management in preparation for a corporation’s growth.
What is a Shareholder Agreement?
A shareholder agreement is an optional document between the shareholders and the corporation stating in detail the shareholder’s rights and responsibilities. The basic intention for a shareholder agreement is to ensure the privileges and protection of the shareholder’s interest.
What is a Buy-Sell Agreement?
A Buy-Sell Agreement is a binding contract between co-owners of a business entity that outlines when the owners can sell their interest and for what price. Additionally, a Buy-Sell Agreement protects business owners when a co-owner dies, becomes disabled, divorces, and/or files bankruptcy.
What is a Partnership Agreement?
A Partnership Agreement is a written document between two or more individuals who join to establish a partnership. This governing document sets forth the nature of the business, capital contributions made by each partner, and the rights and responsibilities of the partners.
Whether it is drafting a new governing document for your business or simply reviewing an existing one, the attorneys at Dorman Bell, LLP can help. They will guide you and your company through a multitude of safeguards to ensure protection in the event of a dispute or significant changes to the business.
Intellectual Property Portfolio
Intellectual Property (IP) is an intangible asset that can be claimed legally as your own. This property, although made only of intellect, can serve as the main representation of your business by Copyright or Trademark. Dorman Bell, LLP can help you cement your IP under all legal circumstances to ensure it is legally your own.
What is a Copyright?
A Copyright is a form of protection provided by Title 17 of the United States Codes and given to the creators of original works including literary, dramatic, artistic, and other intellectual works. For example, a restaurant owner can copyright its menu, a software company can copyright its software code, and a jewelry designer can copyright its jewelry designs.
What is a Trademark?
A Trademark is a word, phrase, symbol or design, or a combination of such that identifies and distinguishes the source of goods of one entity or person from another. A Service Mark is similar; however, it serves to distinguish a service as opposed to a good. It is highly beneficial to trademark your branding (i.e., logos, slogans, and the name of the business itself) in order to protect the uniqueness of your business concept in a society that fosters competition.
At Dorman Bell, LLP, we encourage the preparation of your IP Portfolio from the start of your business in order to protect what you have worked so tirelessly to create.
Commercial Lease Review
You may find yourself needing a brick and mortar office space for your business, but commercial leases can be lengthy and the language used is not always easy to translate. Let Dorman Bell, LLP review your commercial lease and provide you with a legal analysis. Our trained attorneys are able to recognize variations in the lease that may not be otherwise obvious and check for accuracy of the terms as most leases are landlord favored. We will act as a mediator while the details of the lease are being analyzed and resolved on your behalf. For many small business owners, leasing obligations can be the company’s largest financial commitment so it is highly recommended that any new business has its lease negotiated and reviewed by an experienced attorney. Leases are legal contracts, once pen hits paper the deal is done. Generally, if a dispute arises down the road, the parties must abide by the terms within the contract. A lawyer can give legal advice, draft new clauses, and help negotiate the terms and conditions of the commercial lease. In the end, using an attorney can be a small, but invaluable expense.
Maintaining Your Business
Outside General Counsel Services
Whether large or small, companies are faced with potential legal obstacles that require the knowledge of an attorney. The attorneys at Dorman Bell, LLP understand these challenges, and provide an alternative, cost-effective service to hiring in-house counsel. Our firm believes that a collaborative, team-based approach provides clients with the information and decision-making power to resolve legal issues that arise in daily operations. We will work closely with your management to custom tailor a general counsel plan based on your needs and the size of your business. Clients choose our firm because our attorneys know that each client is different and requires special attention. The boutique setting of our law firm allows for every team member to have a unique, personal understanding of the needs of each client. By listening to the client and rendering sound counsel regarding all the options available, the attorneys at Dorman Bell, LLP are able to provide our clients with the intelligence necessary to make informed decisions without the burden or expense of hiring full-time legal counsel.
Clients trust the team of attorneys at Dorman Bell, LLP to handle a wide variety of issues. No matter what type of question comes our way, we are equipped to treat each issue individually and carefully. Our experience extends across a broad range of categories with a deep understanding of the needs of our clients. We settle for nothing less than results that are in the best interest of each client and we excel at exceeding expectations.
What is the benefit of Outside General Counsel services?
Our outside general counsel service provides the same benefits of in-house counsel, with the flexibility of only using our firm when needed. In addition, we will work with your business to customize a fee plan that is cost effective and fits your budget. Our flexibility, affordability, and wide range of expertise provide an assured solution to any legal issue that may arise, which in turn, allows you to focus on your main priority of running a successful business. Let our attorneys positively impact your business plan by providing outside general counsel services.
Outside Human Resource Services
Human Resource professionals are responsible for employee handbooks/manuals, establishing policies and procedures, affirmative action programs and policies, government contract and wage laws, human resources compliance audits, non-competition and confidentiality agreements, plant closing laws, substance abuse and drug testing laws, and unemployment compensation. Depending on your needs, it may be cost effective to hire an offsite expert to handle your HR functions, rather than to have a full-time employee or staff handling your Human Resource needs. This allows you to have the full resources of an HR representative while only paying for them on an as-needed basis.
Contract Review and Drafting
The wording and formatting of legally binding documents tend to be complicated to anyone who does not fully understand legal jargon. We can customize the legal document to fit your specific needs and wants. Having an expert draft your legal contract will prevent disputes, help avoid grey areas, and maintain compliance with the law. We can assure the contract accurately reflects your understanding of the terms and we will analyze whether the benefits of entering the contract is worth the risks associated with the contract. We make sure both parties are accurately identified and aware of their obligations and responsibilities. Moreover, Dorman Bell, LLP will ensure the contract drafted fully protects you and your interest.
Some of our contract services include...
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Reviewing financial documents for loans
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Prepare Employment Agreements
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Offer letters, Non-Competes, and Confidentiality Agreements
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Non-Disclosure Agreements
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Employment Manuals
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Customer Agreements and Distribution Agreements
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Website Terms and Agreements
Commercial Debt Collection
Commercial debts and outstanding accounts receivable can cause serious financial strain on business. Additionally, debt collecting can become arduous and sometimes uncomfortable. At the heart of every debt is a contract, and refusal to pay equates to a breach of said contract. We utilize the protections afforded under the law to assist our clients in curing that breach. We will assess the debt, determine the nature of the debt, and then proceed accordingly. Allow us to create a dispute resolution strategy or provide full representation in court to help you obtain payment, while maintaining professional and ethical conduct always. We pride ourselves in being aggressive in working for the rights and best interest of our clients while maintaining ethics and professionalism throughout.
Software Audit Defense and Software Compliance
If your company has received a letter from a software publisher or one of their trade organizations, such as the Business Software Alliance or the Software and Information Industry Association, regarding alleged copyright infringement or software piracy, before you respond to the letter or speak with the attorneys representing the Business Software Alliance, you need to speak with experienced counsel that understand the unique matters involved with a software license audit. Each member of our Software License Audit Defense practice is a Certified Professional in Software Asset Management, having the knowledge and experience to help our clients avoid the penalties of not being in compliance with their software licenses. Many companies do not understand the extent of the possible fines as a result of these software license audits and proceed to conduct the audit themselves or hire third-part IT vendors who lack the necessary legal knowledge of the intricate software licenses. Dorman Bell, LLP has extensive experience in defending companies faced with conducting an internal software license audit. We have the experience of defending hundreds of software license audits and we work with an experienced software license audit company to maximize your existing software licenses and minimize any potential fines levied by the Business Software Alliance or the Software and Information Industry Association.
Non-Disclosure Agreements
A Non-disclosure agreement not only protects your intellectual property, but is also used to ensure that the proprietary information you share with another individual or organization won’t go public. Whether it be a unilateral or a mutual non-disclosure agreement, our attorneys can draft and/or review he agreement to make sure it is airtight.
Intellectual Property Licensing
Our experience in technology licensing and intellectual property concepts has allowed our clients to capitalize on their valuable intellectual property rights. We can assist our clients with traditional matters involving intellectual property such as trademarks, copyright licensing, as well as handle due diligence and audits. Our attorneys have a broad understanding in structuring, drafting, and negotiating licenses of intellectual property across a diverse range of industries
Ownership and Entity Changes
Change is inevitable within a business. Therefore, ensuring the correct due diligence has been taken is imperative when there is a transfer in ownership or entity changes from within. Let us structure a contingency plan that outlines the steps to take if there is a transfer of ownership or a full/partial purchase by an outside party. There are several variables to consider that depend on the business structure and the nature of the change of ownership.
Commercial Business Licensing and Compliance
As a business owner, you are required to stay compliant with the laws that are in place when running a business. A lot of the time, this includes attaining proper licensing to document your compliance. We understand that going through the process of connecting to the correct organizations, obtaining a license, undergoing an audit, or reviewing the documentation can be stressful and overwhelming. Our attorneys are equipped with the knowledge and skill to evaluate your unique position and gather the proper information to take care of these matters for you and your business. Some of these matters may include things like TABC Certification, state/city codes or regulations, industry-specific inspections, licenses and proper documentation, and much more.
Protecting Your Business
General Business/Commercial Litigation
Commercial litigation refers to the branch of law that deals with disputes and legalities in relation to business. Therefore, it is largely beneficial for clients to seek out attorneys who specialize in business practice disputes. Our team of commercial litigators have been educated, trained and experienced specifically in litigation aimed toward businesses and business-related matters. We focus on contract disputes, employment disputes, landlord and tenancy disagreement, corporate governance, mergers and acquisitions, debt recovery, and more. At Dorman/Bell, we pride ourselves on being a boutique firm with trained specialists that consistently produce big results. Dorman Bell, LLP provides a full range of high-quality counseling for business litigation services at a competitive cost. We can furnish the most efficient path to resolution while keeping our clients business interest a priority.
Employment Defense
Employment laws can be confusing and contain multiple deadlines and prerequisites to filing suit as well as other requirements one might not fully understand. Additionally, issues tend to arise when an employee resigns or is terminated. Dorman Bell, LLP is equipped to assist you with all your employment needs. Our attorneys have expertise when it comes to issues that may arise regarding the Texas Workforce Commission (TWC) and the Equal Employment Opportunity Commission (EEOC).
Intellectual Property Disputes
Intellectual property is your business’ most valuable assets, and being able to defend it is critical to any organization’s success. The attorneys at Dorman Bell, LLP are knowledgeable and skilled enough to understand the technical subject matter and translate that into an effective defense. We defend against copyright and trademark infringement as well as misappropriation of trade secrets.