Corporate Law

Our law office works alongside with our clients to navigate them through the legal and financial challenges facing companies today. We offer a wide range of services to companies, including assistance in drafting business plans, fundamental business formation and structuring financing provisions. We have extensive experience with the considerable array of entity choices, including joint ventures, limited partnerships, limited liability companies and corporations. Each of these entities has many variations to manage distinct financial, operational and tax goals. Our expertise, broad experience and depth of resources enable us to represent companies ranging from start-ups to billion-dollar enterprises with equal capability and effectiveness. It has always been our goal to meet the specific needs of each client with both excellent legal skills and sound business judgment and to provide these services as efficiently and economically as possible.

We represent corporations, closely held businesses and entrepreneurs on a vast range of matters. We also represent venture capital groups, banks, and insurance companies.

As any entrepreneur is aware, coming up with an idea for a new business is just the first step to a successful enterprise. While the idea is important, the most successful companies are the ones that start out with quality legal and financial guidance to move the business onward. We recognize the commitment and responsibility we take on when providing advice. By listening closely to your needs, we deliver quality services that conform to your business objectives.

 

  • Breach of Contract

Breach of Contract is an issue that a business owner more than likely will need to deal with in the course of doing business. Contracts are agreements entered into by parties doing business with each other that bind each party of the agreement to perform or provide specific goods or services in exchange for some form of compensation. In order for Companies to flourish, agreements are entered into in the course of doing business. To guarantee that each party adheres to the details of the agreement a contract is signed. This essential legal document signed by both parties will be used by the courts to decide which party is responsible if one of the parties believes they are dealing with a breach of contract.

Are you a Small Business owner dealing with a Breach of Contract Issue?

Contact Kaba Law Group, P.L.L.C., to protect your legal rights!

The Following are possible remedies to a Breach of Contract:

Compensatory Damages
Punitive Damages
Liquidated Damages
Attorney Fees
Specific Performance
Rescission

A Breach of Contract occurs when either party involved in a contract fails to meet his obligations according to the terms of the contract. Another possibility that would also be considered a breach happens when one of the parties makes it impossible for the other party to perform his obligations. Finally, if one of the parties to the contract acts contrary to the intent of the contract or refuses to perform than a breach of contract has occurred.

Not all breaches of contract are harmful to the parties involved specifically if the breach is considered minor. In this instance the parties may be able to work out a solution and avoid a lawsuit. On the other hand an instance of nonperformance can have very damaging effects to a business and in this case a lawsuit may be the only remedy.

There are a number of remedies available to parties who feel that they have been injured by a breach of contract. Following a lawsuit the injured party may be able to collect compensatory damages to reimburse the monetary loss resulting from the breach. Other remedies may include punitive damages and attorney fees. Ultimately a business owner is interested in the best solution to problems arising from a breach of contract.

No matter what course is taken it is essential that a Small Business owner retain the services of an experienced and qualified Contract Lawyer.

If you would like additional assistance, call our Law Office to help you to resolve these issues effectively.

  • Business Investment Partners


Business Investment Partners may be a consideration for a small business owner who is looking to grow his business. Partners can contribute to the growth of a small business by providing financing, expertise with other aspects of the business or perhaps both. Many issues need to be addressed when a business owner is considering changing the ownership structure of his business. As a sole owner, a business most likely has been operated as a Sole Proprietorship which is the most basic and simple business legal structure. There are a number of other business formation structures available to owners of Small Businesses who are joining with new partners to expand their operations. When faced with these important decisions an experienced Business Attorney will be able to address the legal issues involved in a new business formation structure.

Are you considering new Business Investment Partners? Contact us today!

The Following are Examples of Business Formation Structures:

Partnerships
Limited Partnerships
Limited Liability Company
Corporation
S Corporation
C Corporation

One type of business organization may be a simple partnership. This type of ownership is defined as a business owned by two or more people who have not filled papers to become a Corporation or a Limited Liability Company. The partnership can then be a general partnership or a limited partnership. Each form of ownership has its own set of rules governing taxes owed by the owners and rules governing the liability of debts and obligations that the company may have incurred. There are pros and cons that exist with each type of business structure and it is important that all issues be considered before a decision is made regarding the partnership structure best suited for the business organization.

Another type of business formation structure that may be considered when the personal liability issues of a simple partnership is a problem for owners, is the Limited Liability Company or LLC. This business structure combines attributes of a corporation and a partnership. In this type of business formation, liabilities incurred by the company do not pass to the owners similar to a corporation structure. The tax structure and responsibility for taxes in an LLC work similar to a partnership or sole proprietorship. The legal process involved in setting up an LLC is more complicated than those involved in creating a partnership, however once established running an LLC is less complicated than running a corporation. It is obvious that the choices involved in the legal formation of a particular type of business structure is complex and need to be carefully considered.

A business owner in this situation will benefit greatly with the assistance of our qualified and experienced law office.

  • Commercial Business

A Commercial Business is organized by its owners because of the expertise or skills that they feel they are able to offer to the society. In capitalist societies these businesses invest their time and money and assume the risks involved to earn profits for the company and its owners without the guarantee of success. It is the dream of many people to establish and own their own business for many reasons, independence and the chance to earn large profits being among them. It is essential that when one is considering the possibility of starting a Small Business that they engage the services of a Commercial Lawyer to check that all legal bases are covered and to increase the possibility of a successful operation.

Are you starting or do you own a Commercial Business? Contact Kaba Law Group, P.L.L.C., to assist you with your business legal issues!

List of Commercial Business ownership types:

Sole Proprietorship
Partnership
Cooperative Business
Private Limited Company
Public Limited Company
Once a commercial business is established and running the need for legal advice is not over.

Every aspect related to the operation and decisions made in doing business must comply with the many state and federal laws that exist to protect not only the public but the businesses themselves. A successful operation requires a good plan and owners need to understand and consider legal issues related to running their business, such as issues involving intellectual property, employment contracts, tax issues and many more. Kaba Law Group, P.L.L.C., will be able to assist you and address legal issues to prevent problems and protect against potential trouble.

Governments have established laws that govern commercial business transactions. Other laws have been established to regulate the proper treatment of a businesses labor force in regards to wages, working hours, discrimination and safety. Some businesses are subject to special license requirements. Other businesses are subject to special regulations that apply to specific industries. A Commercial Business operation faces a myriad of legal issues that can impact successful operation. Contact us to be well served and represented.

Small Business Laws and Acts


Whether starting or maintaining a business, business and corporate laws can be very complex and difficult to understand. There are so many different business and corporate laws, it can be easy for one to overlook important business and corporate laws. Our Law Office will ensure that your business is informed of all vital business laws.

Do you need legal assistance regarding business and corporate laws? Contact Kaba Law Group, P.L.L.C.

Business and corporate laws affect the following:

Independent Contractors
Trademarks
Incorporation
Agreements
Licenses
Contracts
Leases
Much More

Sole proprietorships, limited liability companies, and corporations involve different types of laws concerning contracts, transactions, and more. Reviewing, drafting, and litigating contracts and other necessary legal documents is best done by a qualified lawyer due to the important laws that are involved in businesses.

The business world is always moving at a fast pace and it can hard to keep up without the legal aid of an attorney. Business decisions - whether trivial or large - can result in unexpected consequences due to lack of understanding of business and corporate laws. Don't put your business's future at risk! Contact us today.

  • Corporate & Business Proper Representation

ARE YOU CONCERNED THAT YOUR UNIQUE LEGAL CIRCUMSTANCES ARE UNDERSTOOD AND THAT YOU ARE PROPERLY REPRESENTED?

What we can do for you?

At Kaba Law Group, P.L.L.C., Law Office we focus on the legal methods of obtaining an official charter or articles of incorporation from the state for an organization, which may be a profit-making business, a professional business such as a law office or medical office or a non- profit entity which operates for charitable, social, religious, civic or other public service purposes and the legal ramifications of such an organization business formation law.

Corporations are governed by state corporation laws. Other laws that govern business operations include consumer protection law, contract laws, labor and employment law, anti-trust and trade regulation laws, securities, and others that deal with the day-to-day operations of a corporation.

Kaba Law Group, P.L.L.C., can help you in all these matters.

Unlike other business entities, corporations are treated separate from their stockholders because legally speaking, the corporation is a separate legal entity from its stockholders. This is why corporations can sue and be sued without any personal liability on the stockholder’s part. Corporations are also taxed separately from their stockholders, creating a double-taxation situation, the corporation paying taxes, and the individual stockholders also paying taxes. But corporations are typically taxed at a lower rate than their stockholders. Transferring stocks and shares of stock is fairly easy in a corporation and if a shareholder dies, the corporation doesn't.

Do you tend to ignore your corporate record keeping responsibilities and just hope for the best? Does keeping your corporate minute book complete and up-to-date seem relatively unimportant and all too easy to overlook? If so, you may be at risk for litigation and not even know it.


If you are facing litigation, it's obvious you need to retain a corporate attorney right away.

Even if you aren't faced with litigation, a corporate law attorney can provide valuable advice and assistance you in drafting business plans, fundamental business formation (including joint ventures, limited partnerships, limited liability companies and corporations) and structuring financing provisions. The most successful companies start out with quality financial guidance.

Contact Kaba Law Group, P.L.L.C. Law Office to start with proper legal counsel.

  • Corporate & Business Services
    • Corporate Formation

Business Start-Up Agreements
Partnership Agreements
Incorporation Contracts
Partnership Disputes
Corporation Dissolution Agreements

    • Business Organization

Counseling on Form of business (corporation, partnership, limited partnership, limited liability company, subchapter S corporations, joint venture, proprietorship) and tax ramifications; drafting organizational documents; corporate, tax and other federal, state and local filings and compliance measures; qualification in other states; business name, copyright, trade secret protection.

    • Officers, Directors and Employee

Advice on duties and exposure of corporate officers, directors and employees; employment contracts; compensation arrangements; employee benefit plans, stock compensation plans.

    • Stockholder Matters

Shareholder meetings and disputes; stock issuance and transfer; shareholder and stock redemption agreements.

    • Corporate Finance and Securities Law

Compliance private and public equity and debt offerings; negotiations with underwriters; registration statements; private placement memoranda; compliance with periodic reporting and proxy solicitation requirements of the SEC; public disclosure and insider trading matters.

    • Acquisitions

Acquisition and sale of business entities; tax free organizations; leveraged buyouts; management buyouts; financing of acquisition and sales; workout of troubled acquisitions.

    • Banking Transactions

Secured and unsecured borrowings from financial institutions and private debt sources; documentation of all lending transactions; consumer credit transactions and documentation; extensions of credit to customers by businesses.

    • Tax

All federal, state and local tax ramifications of engaging in business, including formation of business, ongoing operations, and sale or other disposition.

    • Limited Partnerships/Limited Liability Companies

Formation; real estate and other syndications; federal income tax matters; securities law compliance.

    • Business Reorganizations

Mergers and acquisitions; asset and profit line purchases; tender offers; going private transactions; liquidations.

    • Debtor-Creditor

Negotiating and drafting bank and insurance company loan agreements and related documents; debt restructuring; bankruptcy matters.

    • Family Businesses

Preparation of corporate or partnership documents for estate/business planning; federal income tax issues; estate planning and estate tax counseling; arrangements for transfer of interests in closely held businesses and related control issues.

  • Corporation

A corporation differs from a business that is not a corporation in many ways. A corporation is chartered by a state. Corporations offer different benefits and advantages that traditional businesses do not. If you are wishing to incorporate your business, you need a corporate business attorney! Contact our Law Office regarding corporation by-laws.

Are you setting up a Corporation?

Kaba Law Group, P.L.L.C., offers the following benefits:

Legal assistance with the setup process
Deciding which type of corporation best suits your needs
Help with by-laws
Corporate tax information
What are by-laws?

By-laws are a big part of corporations, and also set forth the powers and rights of directors, shareholders, and officers. By-laws aren't ordinarily filed in a state's corporate filing office. By-laws can be lengthy, or they can be brief. There are also different types of corporations as well; personal corporations, c-corporations, and s-corporations are some examples.

Are you ready to begin experiencing the tax advantages and personal liability protection that corporations have to offer? Allowing us to assist you with setting up the corporation will increase the chances that the whole job is done right. Additionally, once the corporation is set up, it is necessary to adopt resolutions and By-Laws that become a long paper trail to ensure you will be receiving the benefits and protections you are seeking by operating in corporate form.

Merger and Acquisition

A merger and acquisition occurs when two companies, usually about the same size, agree to combine forces and go forward as a new, single company rather than remain separately operated and owned. This can be an exciting time for a company, but can also turn into a disaster without a qualified merger acquisition attorney by your side.

Is your business going through the Merger Acquisition process?

Contact Kaba Law Group, P.L.L.C., regarding your company's merger and acquisition.

We can help to properly:

Structure
Finance
Plan
Close Transactions

There are many different types of merger acquisitions, such as horizontal mergers, conglomeration, product-extension mergers, vertical mergers, and market-extension mergers. No matter what the type of merger acquisition your business may be experiencing, it is important to have a merger acquisition attorney assist with the legal matters regarding a merger acquisition.

Ensure that the company being acquired is what was expected!

Kaba Law Group, P.L.L.C., can help to develop an employee hiring strategy, review personnel policies, as well as draft any employment contracts that are needed in the new company. Such contracts can include non-disclosure agreements, non-compete agreements, and labor contracts with certified unions.

At Kaba Law Group, P.L.L.C., Law Office, we understand that these types of transactions are successful if only they accomplish the seller's and buyer’s strategic business goals and purposes.

We can help many transactions go smoothly and help business owners to meet their goals.

  • Do\'s & Don\'ts

DO'S

    • Holding Scheduled Meetings

The date for your annual shareholders' meeting should be in the bylaws.

Bylaws typically call for an annual board of directors meeting to be held immediately after the annual shareholders' meeting.

    • Holding special meetings of the board when matters of importance come up such as:

Entering into a new lease
Entering into a substantial funding commitment
Opening a new bank account
Entering into any other significant contractual agreement
Changing an officer's salary
Filling a vacancy on the board or appointing a new officer
Entering into a significant new venture;
Considering the sale, in whole or in part, of the assets or the dissolution of the business

    • Keeping good records

Take minutes of meetings and maintain a corporate record book.
Keep good financial records.

    • Keeping things close to the vest

Directors and officers owe a fiduciary duty to the corporation, meaning that they must at all times do what is in the best interest of the corporate entity and its shareholders.
Keep corporate matters confidential to the extent possible.

    • Developing a Planning Routine:

Review each year's activities during the final month of the fiscal year.
Budget ahead for the longest period reasonably possible and review and analyze results at least semi-annually
Review operations with your attorney and CPA to ensure tax planning is properly emphasized.
Develop formal long-range planning capacities beyond the budgeting process.

    • Corporation representatives should also:

Adopt a corporate resolution that authorizes an officer to sign a contract.
Make all corporate purchases in the name of the corporation
Maintain corporate funds in a corporate account or accounts separate and apart from any other account
Carry reasonable insurance on the corporation, considering the risks inherent in the corporation's business
Make sure you fund the corporation at the time of incorporation with enough money to keep it going during an initial phase of operations
Set up a review mechanism for decision-making, so that all aspects of a proposed course of action will be considered
Comply with Articles of Incorporation, the Bylaws, and other organization documents or contractual restrictions
 

DON’TS

Don't commingle corporate and personal funds

Don't use corporate accounts for personal loans or other personal purposes

Don't do insider deals on loans, leases, etc., between the corporation and a principal other than on an "arm's length" basis (just as you would with someone not associated with the corporation)

Don't use corporate assets for personal use

  • EEOC Discrimination

EEOC Discrimination refers to a set of Federal Laws enacted by our government to address employer discrimination. These laws cover and prohibit discriminatory practices by employers in the work place. There are several laws that fall under the jurisdiction of the Equal Employment Opportunity Commission or EEOC.

As a group, the laws prohibit discrimination by employers on the basis race, color, religion, sex, national origin and age. Another law covers the topic of equal pay for equal work performed by either men or women. Still another law handles the prohibition of discrimination against qualified workers with disabilities in the private sector, state and local governments and the federal government. It is essential that a Small Business owner be aware of these laws in order to run a successful operation.

Has a charge of EEOC Discrimination been files against your business?

Contact our Law Office to help you handle these charges now!

The Following Laws Prohibit Job Discrimination:

Title VII of the Civil Rights Act of 1964
Equal Pay Act of 1963
Age Discrimination in Employment Act of 1967
Title I and Title V of the Americans with Disabilities Act of 1990
Sections 501 and 505 of the Rehabilitation Act of 1973
Civil Rights Act of 1991
 
A discrimination charge filed with the EEOC against any Small Business Owner can eventually lead to a damaging lawsuit. Business owners who operate their business within the law still may find themselves facing a notice from the EEOC informing them that they have been accused of employment discrimination by a current, former, or prospective employee. Once a charge has been filed, there is a complex set of procedures that are followed to determine if the claims can be substantiated. Once proceedings start there are opportunities available to resolve these complaints without a lawsuit.

However, if after participating in mediation to address the complaint, the complaining party feels his rights are being violated, a lawsuit may still be filed.

Employment Discrimination in any of its various forms deprives workers of there rights under the law. Foolish employers who do not meet their legal obligations under the law are jeopardizing not only their business, but also may not be taking advantage of talented and qualified workers to help improve their companies. The EEOC is the coordinating agency in regards to the Federal Governments non-discrimination effort. They insure consistency in the government’s effort to combat workplace discrimination. They work with both business owners and the complainant in an attempt to resolve charges of discrimination. A Charge of discrimination filed against a small business owner can be very devastating and time consuming to address.

If faced with a discrimination charge a Small Business Owner would be wise to retain the services of a qualified Business Attorney.

Contact Kaba Law Group, P.L.L.C., to help you to protect your rights under the law.

  • FAQS  
    • What Are the Federal Securities Laws?

In the chaotic securities markets of the 1920s, companies often sold stocks and bonds on the basis of glittering promises of fantastic profits - without disclosing any meaningful information to investors. These conditions contributed to the disastrous Stock Market Crash of 1929. In response, the U.S. Congress enacted the federal securities laws and created the Securities and Exchange Commission (SEC) to administer them.

There are two primary sets of federal laws that come into play when a company wants to offer and sell its securities to the public. They are:

· The Securities Act of 1933 (Securities Act), and
· The Securities Exchange Act of 1934 (Exchange Act).

    • Securities Act

The Securities Act generally requires companies to give investors "full disclosure" of all "material facts," the facts investors would find important in making an investment decision. This Act also requires companies to file a registration statement with the SEC that includes information for investors. The SEC does not evaluate the merits of offerings, or determine if the securities offered are "good" investments. The SEC staff reviews registration statements and declares them "effective" if companies satisfy our disclosure rules.

    • Exchange Act

The Exchange Act requires publicly held companies to disclose information continually about their business operations, financial conditions, and managements. These companies, and in many cases their officers, directors and significant shareholders, must file periodic reports or other disclosure documents with the SEC. In some cases, the company must deliver the information directly to investors.

    • Exemptions

Your company may be exempt from these registration and reporting requirements.
Are There State Law Requirements in Addition to Federal Laws?
The federal government and state governments each have their own securities laws and regulations. If your company is selling securities, it must comply with federal and state securities laws. If a particular offering is exempt under the federal securities laws that do not necessarily mean that it is exempt from any of the state laws.

    • Can I Set Up A Corporation Without A Lawyer?

The most important decision revolves about the type of entity you should be setting up. That is what you really need a professional's advice for.

The specific contents of a Certificate of Incorporation vary with each state's incorporation laws, but key features are consistent: the corporation's name, the number of shares authorized, the names and addresses of the incorporator(s), and the address of a registered office and agent for service of process.

In terms of the actual filing, some people follow a "do it yourself" approach using
(1) Interactive software programs that automate the process
(2) Tear-out forms available in many published guides to incorporating, or
(3) Fill-in-the blank forms that may be available from the State. Many use a corporate service company to create the corporation for them. Wise ones rely on an attorney to set up the corporation for them.
Forming the corporation is just a small part of the total process of setting up a business and making sure what you are setting up makes sense for you.

As an attorney's advice is typically needed in connection with many other aspects of business start-up, relying on a lawyer to set up the corporation will make it far more likely the whole job is done right. Further, once the corporation is set up, it becomes necessary to adopt By-Laws and resolutions and a whole long paper trail to assure you the protections and benefits you are seeking by operating in corporate form.

    • In what circumstances is a company in 'breach of duty'?

A company is in breach of duty if it has failed to do what it reasonably should be expected to do or does what it reasonably should be expected not to do. If a company is in 'breach of duty' then it has met one of the criterion for being negligent. In working out 'reasonableness' a court takes into account a number of factors, including the likelihood of damage being caused by a company's action or inaction, the extent of damage caused, how cheap and easy it is for a company to take precautions against damage, and the need for the action by the company. A plaintiff must prove 'breach of duty', unless the 'facts speak for themselves', meaning the damage is taken to be obviously the result of a company's negligence and clearly an incident within the sole control of the company.

    • What is the difference between civil and criminal liability in business?

Civil liability in business arises out of the relations between a business and the people it deals with, and is governed by the laws of contract and tort. Cases against a business, for example, for breach of contract or negligence have to be taken by the people directly concerned.
Criminal liability in business, on the other hand, involves a business committing a crime against the state, and public officials on behalf of society as a whole bring cases against a business. Criminal law applies across many business activities, and is especially important in areas such as the proper description and pricing of goods and services, and the safety of goods and services, particularly food.

    • How does tort relate to business activities?

Tort is an area of the law concerned with injuries to people or property that come about because of a breach of a duty imposed by the law rather than by some contractual arrangement between people. Individual torts include trespass, defamation, nuisance, negligence and passing off. Each tort has its own rules.
Business activities, therefore, that involves, for example, negligence such as not properly caring for a customer or selling defective goods, involve a tort. Another example of a tort would be a business passing off another company's product as its own.

    • How does 'negligence' relate to business activity?

Negligence is a tort, meaning it is a kind of wrongful act giving rise to a civil court action, usually for damages. Business activity can give rise to negligence in many different ways, for example, through selling defective goods or defective services. To show there has been negligence a plaintiff (someone bringing a case of negligence against a company) must prove the company had a legal duty of care, was in breach of its duty, and that there was damage caused by the negligence. Damage can be death, injury, nervous shock, damage to property, or financial loss.

 

Kaba Law Group, P.L.L.C. / 2015

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