What to Consider When Hiring a Corporate Lawyer

Do you have a contract with a lot of fine print, or “legalese?” Or do you need a contract for a transaction your business is entering and are not sure where to find it? How well does your lawyer know your business? How well does your lawyer know your industry? How interested is your lawyer in getting to know more about your business? At Kurzon LLP, the maxim “thoroughness, candor and results” is not simply for litigation matters. We want to know the business that you are in and how we can help you achieve your goals. When you grow, we benefit too. This is at the heart of our slogan "Get to Know People."

There are many things to consider beyond efficiency (how much as a product of how long). Big firm or small firm? Our view is that your attorneys should save you time and money by avoiding pitfalls and helping to get your transaction done properly. A good comprehensive list of other considerations of what to consider when hiring an attorney for your business can be found here.

We have experience with the following types of contracts:

 Purchase and Sale (Merger, Stock or Asset Purchase) Agreements

Commercial Leases

Employment Agreements and Independent Contractor Agreements

Settlement and Separation Agreements (including business divorce)

Assignment and Assumption Agreements

Corporate Formalities (Formation, Resolutions, By-Laws)

Shareholder, LLC and Partnership Agreements

Music Video Production Agreements

Privacy Agreements (non-disclosure)

Joint Venture Agreements

Finance Agreements (stock, loans, debt, convertible debt instruments)

Management Agreements (including fund management)

We have worked with clients in the realm of finance (including private equity), health care, film, music, real estate, design, clubs, not-for-profit organizations, consulting, the arts, retail, computer software development and social networking. We would love to get to know more about you and your business and to see how we can help. Please let us know if you think we can help. 

The United States Legal System and the American Lawyer

For non-United States citizens, the American legal system may seem like a bit of a mystery. Essentially, our law is based on traditions inherited from England's common law system. While legislatures (federal, state and local) are primarily making the law, the "Common Law" systems place much emphasis on judicial interpretation of such laws and allows for judges to interpret legislative intent. For example, if a law is made that says "No vehicles are allowed in the park" one would expect a lawyer to go to court and fight such a law for their client if a police officer ticketed a mother with a baby stroller or a man in a wheelchair for having a vehicle in the park. Under different theories (some based on our constitution) this law would not be enforced against these people.

The Common Law can be found throughout the world where England had influence through its colonial expansion. In contrast, most other European nations use the "Civil Law" that places less importance on judge made law and relies more on what the civil codes say at the moment. This Civil Law tradition found throughout the world relies much on academic doctrine the way the Common Law relies on judicial outcomes, which allow attorneys to advise their clients.

There is no such thing as an "American Lawyer." An American (or non-US citizen) who has a license to practice law is licensed by the state in which they were admitted to practice law by the state licensing authority, which in New York, for example, is done by the Board of Law Examiners under the authority of the New York Court of Appeals, the highest state court in New York. Attorneys are admitted to practice in the federal courts if they are admitted to practice in a state and meet the requirements of admission set by each federal court. If an attorney is licensed in one state, often times it qualifies them through principles of reciprocity to practice in another state, but not always as each state makes its own rules. Our federal constitutional system separates powers between the federal and state lawmakers, such that, for example, family law is in the purview of state law makers, whereas laws relating to immigration or the importing of goods is under the purview of federal law.

Corporate attorneys and commercial litigators in NYC at Kurzon LLP have had international experiences (both academic and professional), that make us well qualified to advise non-US companies on doing business in the United States. We have attorneys who are licensed to practice in New York and Massachusetts, as well as many federal courts. Please let us know if you think we may be able to help you achieve your business goals, whether they are corporate or litigation based.

Avoiding Legal Traps When Entering a New Commercial Lease

Tenants leasing commercial space always have some negotiating power beyond what price they are willing to pay per square foot. In a down market, tenant negotiating power may be increased. The main question to be asked is "Are you getting a fair deal?" Even if you think the answer is yes, it is strongly advisable to have an attorney review the commercial lease. What experienced attorneys often find among all the legalese are hidden costs and unreasonable risks, which the client should know about before they sign the lease. 

Having an attorney negotiate your commercial lease will help you with understanding its contents. Often a company's most valuable asset is its lease (besides the people, of course). Some questions you should know the answer to when entering a commercial leasing include: 

How is the commercial space measured? What are the common areas?

What are the maintenance obligations? HVAC responsibility?

What rent concessions are being given? Are there any work allowances?

What do the assignment and sublet clauses say? Do you want the owner to have a right to block the sale of your business? 

What options do you have to renew and/or expand? A ROFO? A ROFR?

How is the liability set (is it personally guaranteed)? If it is personally guaranteed, then the guarantee should be limited as much as possible. 

How are commercial leasing disputes to be resolved?

If you are not experienced with these questions, you may fall victim to some of these traps. Make sure you are prepared when entering a commercial lease as it will save you money down the road.

Kurzon LLP can help prospective tenants go through these and similar questions to help ensure they are getting the best commercial lease possible. 

We also draft commercial leases for landlords and negotiate with tenants. There is no such thing as a "standard form commercial lease." Everything is negotiable and you see this in the riders to these "standard forms."

Please contact Jeff Kurzon if you would like a professional commercial lease attorney to review your commercial lease in NYC. Let us put our experience to work for you.

How to Find a Lawyer in New York City (or Anywhere)

Nobody likes lawyers except when they need one. And sometimes even then. The profession is self-regulating, which means that lawyers must police one another to uphold the reputation of their trade. Unfortunately, the system has cracks and it may be no surprise that with over 150 law schools in the United States and close to 50,000 graduates per year, there are some bad apples in the profession.

So, if your uncle is not the distinguished professor from the Most Prestigious Law School, who are you supposed to ask to find a lawyer? Certainly, someone in your personal network will know a lawyer or know someone who knows a lawyer. Lawyers know lawyers, and hence it follows that you can find a lawyer through the referral "do you know" game. Often the first lawyer you contact will be someone who does trusts and estates law, or immigration law, but you need a litigator since you just got sued or a business lawyer since you want to start your own tech venture. Ask the lawyer you do know for a referral and usually most lawyers are happy to do this for no charge.

Alternatively, in New York City (and generally wherever you are located), there is the Association of the Bar of the City of New York, which has a legal referral service. The legal referral service keeps a list of qualified attorneys in each practice area. The City Bar's rigorous screening process means that you will be put in touch with a lawyer or lawyers qualified to help with your specific legal issue. In rural areas, you may have to check with your state's bar association, but most jurisdictions have something similar to help members of the public find quality legal representation. In New York, you can meet with a qualified attorney through the legal referral service for thirty minutes for only $35 (which goes to the legal referral service to help cover their overhead). After that you can discuss with the attorney their fees and see if they are the right one to represent you.

If all else fails, we are here and would be happy to help you find the right attorney to handle your legal needs. Be forewarned however, as stated in our disclaimer, we will need to execute a separate written engagement letter with you with terms for our mutual benefit for us to have formed a lawyer-client relationship.

We will keep writing blog posts that we think may be of interest to the general public, our clients and other attorneys. Please follow us on Facebook and Twitter so you know when we have updated "The Blawg." Thanks, JMK.