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:
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
- 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
Limited Liability Company
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
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.
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
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
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
Business Start-Up Agreements
Corporation Dissolution Agreements
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
- 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.
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.
Acquisition and sale of business
entities; tax free organizations; leveraged buyouts; management buyouts;
financing of acquisition and sales; workout of troubled acquisitions.
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.
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.
Mergers and acquisitions; asset and
profit line purchases; tender offers; going private transactions;
Negotiating and drafting bank and
insurance company loan agreements and related documents; debt
restructuring; bankruptcy matters.
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.
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
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
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:
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
We can help many transactions go
smoothly and help business owners to meet their goals.
- 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
- 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
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
Develop formal long-range planning capacities beyond the budgeting
- 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't commingle corporate and personal
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
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
Title VII of the Civil Rights Act of
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
Contact Kaba Law Group, P.L.L.C., to
help you to protect your rights under the law.
- 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).
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.
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.
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,
(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
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
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
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.