yangerlawblog

Put The Scalpel Away. Document Factories: Legal Doom or Legal Boom?

In Uncategorized on March 19, 2012 at 9:18 am

               Sooner or later we all go under the knife.

               The gall bladder decides to imitate a fist-sized sandspur in your gut. That hernia painfully reminds you much too late that there are people who charge reasonable rates to move that leather sectional into your buddy’s third floor walk-up. The tired rotator cuff from your glory days slinging curve balls keeps you awake at night once too often. You spend a week in Aspen on crutches after that knee ligament twangs and snaps like a guitar string on your third turn off the gondola.

              

               It happens.

               Now imagine this: After your misfortune you swallow a handful of ibuprofen, throw a bag of frozen peas at the pain and settle down in front of the laptop or, okay, your ipad. Hospitals and doctors are way too expensive, at least that’s what your aunt’s brother’s mechanic tells you. Why not see if there is a website that sells self-surgery kits?  You know, for one low price (certainly less than those rich doctors must charge) you get a few step-by-step directions, a scalpel, a little gauze and surgical tape and a handful of antibiotics and pain meds to get you through two or three days of post-op agony. For a few extra bucks a doctor you’ll never meet who is in a location you’ll never visit will look over the pre-op and surgical procedures designed specifically for you … oh, and for anyone else who happens to have an angry gall bladder. Heck, you can even call her before you slice your flesh, just to make sure you’re clear on the procedure and to let her remind you that you are saving yourself so much money. Thanks, come back again!

               Farfetched?  Perhaps, but good people with noble intentions do essentially the same thing every day with what is more often than not the biggest investment of their life: their company.

               Granted, it ain’t brain surgery but the crucial importance assigned to the legal sufficiency, relevance and resilience of the documents and contractual provisions one puts in place to govern a company or an LLC cannot be exaggerated. And every company is different, with unique owners, varying revenue streams and infinite options related to management and shareholder powers. This arena is simply no place for rubber-stamped cookie cutter documents to be shoved down the collective throats of a widget manufacturer in Idaho, a restaurant consortium in Vermont and a plumber in Florida.

               The proliferation of legal document “form factories” on the internet, where you answer a few questions, fill in a few blanks, pay a few hundred bucks and pray the house of cards doesn’t topple, all done in the time it takes to eat a sandwich, may end up spelling Legal Doom to business owners in the long run. And then whom do you blame? The faceless “lawyer” from parts unknown that you email chatted before hitting the “I Agree” button on the terms and conditions? Did you even read those terms and conditions?  But no big deal, right? It’s only your company.

               One such “service” proudly promises to provide you with “a personalized operating agreement.” Well, thank the Lord! When you’re paying good money it is definitely way cool to actually have your name on the agreement, I mean right? And they promise that the LLC or corporation documents will have “provisions to protect your personal assets.” Phew!  But wait a minute … Duh! Would a shareholder want it any other way? Isn’t that why Mr. Business Owner wants an LLC to begin with? Hello?

               Now, cynics (none of those here, of course) may speculate that these faceless form farms present a potential Legal Boom – a true opportunity – to real, live and breathing brick-and-mortar sit-and-talk answer-your-questions lawyers, lawyers with an enthusiasm and a dedication to hands-on professional service and the client’s personal and corporate asset protection.

               And those cynics would be correct.

               So throw the frozen peas back in the freezer, put the scalpel away and connect with a lawyer you can look in the eye. Bring along the cookie cutter documents, too. We’ll have plenty to talk about.

               All the best.

               Bill Yanger

Splat! Agreements To Agree Are Stinky Business. Just Ask Congress.

In Uncategorized on November 21, 2011 at 3:15 pm

               We are trying so hard not to say it. Really, we’re trying, promise.

               But there is just no way around it. The reality is too stark and the lesson is too valuable.  So…

               We told you so.

               There, said it.

               Back in August, Congress pulled its epic fail on the debt ceiling crisis and then, with fingers pointing every direction but at themselves, dove head first into an orgy of self-congratulation after tossing the hot mess into the hands of the pompously named Super Committee and proclaiming to the world that they had “a deal.” In our post back then “Not In My World” (yes, by all means, read it again…) we said:

              “They have done nothing more than agree to agree…This is less governance than it is sanctioned procrastination. And in my world, the real everyday world, the world of business contract language that necessarily binds the parties to specific action and defines the consequences of failure or breach or inaction, slippery procrastination just don’t cut it, Brother. If you and your company are able to pawn off your tough and gritty decisions to some hazy “commission” and still turn a profit, more power to you. I suspect that is not the case.”

               As has become clear today, that slick dodge and toss in August has boomeranged back to Capitol Hill with a sickening splat. And it stinks. Badly.

               But told you so.

               An agreement to agree is not an agreement. It’s a negotiation, a delay, a punt. It is simply an invitation to be lazy now and then tangle later.

               Don’t do it.

               All the best.

               Bill Yanger

Stardust, Sunlight Jr. and Jobs, Jobs, Jobs: Are You Listening Governor Rick?

In Uncategorized on October 28, 2011 at 4:07 pm

              

                A few cheers went up across the state and particularly in the Tampa Bay area today when yet another big-name film production announced it would be shooting in Clearwater in the coming months. Writer-director Laurie Collyer (Sherrybaby) will begin four weeks of filming Sunlight Jr* starring two soon to be revealed Oscar-nominated actors**. On the heals of  Dolphin Tale and Magic Mike starring Matthew McConaughey and Channing Tatum, the area is certainly on a roll.

               Florida is one of many states with a financial incentive package created to attract film and television production to the Sunshine State. Besides the stardust excitement a big-time theatrical release will generate locally and the international publicity that will necessarily flow from a successful film release, there is a far more basic incentive for the incentive, so to speak.

               Jobs.

               Really good jobs, in fact. Clean, recurring high-paying jobs. “It’s jobs, and it’s publicity,” Jennifer Parramore said in today’s St. Petersburg Times story here. “The kinds of jobs that are created with a movie are highly skilled jobs, and generally well-paid… When you have a film come in you’re both hiring local people, as well as renting hotel rooms for people you have to bring in; heads and beds, meaning the dollars spent for everybody who’s here every day,” she said.

               So, what’s not to like? Pass a bill that reasonably provides the goodies producers are looking for, make it competitive with other state’s incentives and go get the films, right?

               Well, we have a film incentive. It’s a good one but it could be better, much better. When we rarely go a day without some news event related to Governor Rick’s efforts on job creation, the Legislature must take a more aggressive stance and pass a bill offering incentives that film producers simply can’t refuse.

               Are you listening Governor Rick? If so, how about nudging your pals in in the House and Senate in the right direction. They shouldn’t need much convincing.

               All the best.

               Bill Yanger

               *Title corrected 11/1/11.

                **Now known to be Naomi Watts and Matt Dillon

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