Pennsylvania Business Lawyers
The attorneys at Kraemer, Manes & Associates LLC represent small businesses and small business owners across Pennsylvania with a variety of legal issues. We form and customize LLCs, corporations and non-profits. We represent small businesses in drafting contracts, negotiating deals, and resolving disputes. Our clients rely on the expertise of our lawyers to resolve any legal issue that arises.
KM&A Business Law Practice Areas
Business Advice and Counsel
Small businesses are often faced with a multitude of legal problems and matters that are unfamiliar to a business owners. Whether there are questions regarding how to proceed with a troublesome employee, the proper course of action after receiving a demand letter, or any other issue, it is important to call on someone who has experience and expertise in these matters. At KM&A, our business lawyers have significant expertise in providing this expert advice.
It is important for small businesses to have a small business attorney who can advise on these matters. Our business attorneys can assist with:
- Business Checkups. This includes reviewing processes and procedures to detect possible issues before they arise. Like a doctor inspects a patient, experienced KM&A business attorneys can identify these lurking legal issues to preemptively address and prevent them from harming or jeopardizing the viability of a business.
- Employment Practices. For small businesses, employment practices pose the largest risk of litigation. KM&A business attorneys are experienced with the potential claims an upset employee may bring, such as discrimination on race, sex, age, or disability, sexual harassment, FMLA violation, or FLSA violation. Our business attorneys can also provide assistance in addressing possible legal issues and procedures if acting against an employee who may be protected.
- Customer or Client Issues. Problems that arise with customers or clients can cost small businesses significant amounts of money or even jeopardize the long-term viability of a business. Disgruntled customers can cause significant harm and detriment by attacking a business’s reputation on the internet or otherwise. KM&A business attorneys can help in these matters, enabling businesses to stand up for themselves against unwarranted attacks to resolve and quell these disputes.
- Claim Evaluation. Claims against businesses can be made by a multitude of individuals, customers, suppliers, and employees. It is important for the decision maker to be able to call on an independent and knowledgeable advisor to provide advice for how to proceed. At KM&A, our business attorneys have the experience and knowledge to advise on these matters and can provide guidance on whether to fight the claim, attempt to negotiate a settlement, or report the claim to an insurer.
- Business Advice. KM&A business attorneys can provide assistance beyond strictly legal matters. Our business experience enables us to act as a trusted source of counsel for businesses on all matters, including marketing strategies, financial issues, accounting, tax treatment, and overall business strategy. The KM&A network includes a number of professionals who are knowledgeable about the multitude of concerns facing small businesses.
KM&A business attorneys can help you and your business in any legal matter or other concern your business may have. Contact one of our KM&A business lawyers for a free consultation today to see how our business attorneys can assist you.
Small businesses often choose the option of leasing property, rather than purchasing their primarily locations. Unlike residential leases, commercial leases typically last for three to five years, and often longer. This means that the decisions and issues that may arise in commercial leases are very important as there can be tens or hundreds of thousands of dollars at stake. It is important to consult with an experienced business attorney to ensure that you have considered all aspects and potential pitfalls.
Commercial Offices Lease. When you rent office space, it is important to consider more than just location. There are a number of other aspects that need to be discussed to ensure that the lease will be satisfactory. These include seemingly simple but significant issues such as parking, snow and ice removal, maintenance of the property and building, signage, security, and HVAC (heating and air conditioning) systems.
- Commercial Retail and Restaurant Leases. Unlike residential leases which most individuals have encountered in the past, there are a number of unique questions that need to be addressed when dealing with commercial retail and restaurant leases. These include the presence of any incentives for rent-free or other discounts with the lease terms, what rent increases will be over the term of the lease, who is responsible for maintenance of the common areas, if there are restrictions on construction, and, for those spaces located in a multi-unit location, if the landlord will agree to not accept competing businesses as tenants in the location. KM&A business attorneys can help provide insight for questions you may want to ask regarding your specific lease agreement.
- Single Net, Double Net, and Triple Net Leases. These terms are important for small businesses entering into a commercial lease, as each will place different financial burdens on the tenant. With single net leases, tenant pays the rent and property taxes. A double net lease adds building insurance to the single net lease responsibility for the tenant. Triple net leases include all the previous expenses and also adds maintenance fees to the tenant’s financial responsibility. KM&A business lawyers are well experienced with these concepts, in addition to other concerns that could significantly impact a business and its financial fortitude. It is important to consider all possible pitfalls when entering a commercial lease agreement. KM&A business attorneys are available to use their experience to assist you in your lease agreement process.
- Lease-Related Documents. Oftentimes, commercial leases can require that new legal documents be created beyond the lease agreement. These documents include amendments, assignments, subleases, consent to assignment and subleases by landlords, and terminations. It is important that documents that alter or add to the lease agreement be drafted and reviewed by an attorney to ensure that the business is protected.
Commercial leases can significantly impact the viability of a business. It is important to consult with an experienced and knowledgeable business attorney in this process. KM&A business attorneys are available to review, address, and otherwise assist you in the process of leasing commercial property. Contact a KM&A business attorney to see how a KM&A business attorney can assist your business.
Contracts are a core aspect of running a business, whether working with customers or with suppliers. KM&A business attorneys work with businesses in a number of different industries and fields and as such, are available to assist with virtually any contract. Some examples of the types of contracts KM&A business attorneys can assist with include:
- Purchase Orders
- Service Contracts
- Employment Agreements
- Independent Contractor Agreements
- Licensing Agreements
- Franchise Agreements
- Confidentiality Agreements
- Non-Competition Agreements
- Non-Solitication Agreements
- Non-Disclosure Agreements
- Management Agreements
With any contract a small business is working with, it is important to consider the significance of the contract and its potential impact on the business’s operation. KM&A business lawyers are available to help you with the knowledge and experience to ensure that each contract you enter will protect your business’s interests.
Employment practices are the area of largest concern for possible litigation for small and mid-sized businesses. Small businesses frequently go bankrupt defending lawsuits connected to their employees. It is important for any small or mid-sized business to take this potential seriously, as such litigation could cause an otherwise viable business severe financial hardship. These claims often arise through federal or state law claims of FLSA wage violations, FMLA medical leave violations, sexual harassment, or discrimination on the basis of age, race, disability, or sex.
While the above-mentioned claims are raised most frequently, there are a number of possible legal claims beyond these. It is important to retain the services of an experienced business attorney to advise you of the potential shortfalls that your business faces, particularly when your business is considering any adverse employment action, such as a termination, demotion, suspension, or pay reduction, particularly against any employee who may be protected.
A business has a number of ways to attempt to protect itself from exposure to liability. These include:
- Employee Handbook. Any Pennsylvania business with more than three employees should have a custom employee handbook, drafted by an experienced business attorney, and distributed to employees.
- Training. All managers and HR employees should be regularly trained to recognize possible legal issues.
- Official Reporting Systems. Employees should have official channels through which they can report suspected legal and policy violations so that such violations can be investigated quickly.
- Records. All businesses should ensure that detailed records are kept as soon as possible after a violation.
While these are the simple ways to prevent or mitigate exposure for an employment claim, there are additional tools, techniques, and methods that can be employed based on the specifics of the business. KM&A business lawyers can help you by designing unique methods and techniques based on the unique culture and environment of your business.
Large businesses often employ a full legal staff to help them with legal issues. Small businesses usually do not need a full-time attorney on staff like large businesses. However, when legal matters arise from time to time, small businesses need to call on experienced attorneys to help with their legal issues. A KM&A business lawyer can serve as outside general counsel to businesses in Pennsylvania, helping them with legal issues.
By retaining KM&A as your business’s general counsel, you can ensure that you will have the assistance of experienced business attorneys who know you and your business. Retaining a KM&A business lawyer as your general counsel will help establish a relationship between your business and your attorney where the business attorney can utilize his or her knowledge of your business to obtain the best results in any given case. Contact KM&A to retain an experienced business lawyer for your small business.
Almost all small businesses should consider incorporation into an entity such as a corporation, or a limited liability company (LLC). Incorporation is the process by which a business becomes its own separate legal entity from owners of the business. Because the companies that are formed out of this process are unique legal entities, they are able to enter into contracts and own property. However, businesses do not default to these statuses without going through the incorporation process; businesses that do not undergo this process will be deemed a sole proprietorship or a general partnership. With these default statuses, the owner’s assets are not protected in case of any liability. As such, because of the lack of individual legal protection, it is important for a business to consider proactively changing its business status to one that provides such protections.
While legal protection of an owner’s assets are one of the key benefits of incorporating, this also allows for customization of ownership, equity rights, tax treatment, and creation of a professional image. It is important to consider the differences between the different types of business forms, which a KM&A business attorney can advise your business on. Contact a KM&A business lawyer to determine which type of business entity is best for your business.
While large businesses get sued regularly and often see it as the cost of doing business, for small and mid-sized businesses, the potential of a lawsuit is much more significant. Small businesses do not have the resources of a full-time legal department and as such, have to seek outside counsel anytime litigation is filed. A KM&A business attorney can provide the resources for a small business when it is facing the prospect of litigation or is involved with litigation currently.
There are several key areas where litigation is common for small businesses. These include:
- Breach of Contract. In breach of contract cases, the plaintiff could be a vendor or a customer who is claiming that your business has violated a written or oral contract. No matter who the plaintiff is or what kind of contract is claimed to have been violated, it is important to defend your company’s interests.
- Employment Lawsuits. This is a frequent area of litigation for businesses of any size. Suits can include FLSA wage violations, FMLA violations, sexual harassment claims, and discrimination on the basis of disability, race, age, and sex.
- Negligence. If an agent of your business or an employee causes harm to another person or entity, there is the potential for a lawsuit. Under the doctrine of respondeat superior, an employer can be liable for the actions of an agent or employee in the course of their employment. Because of this, proper screening of employees is vital as well as knowledge of when an employee may have caused the business to be exposed to liability.
- Claim Evaluation. Whenever someone has made a claim against your business, it is important to obtain the expertise of an outside experienced business attorney who can help the decision maker make the most informed decision about whether to fight the claim, negotiate a settlement, or report it to an insurer.
KM&A business attorneys are well versed in litigation defense. Contact a KM&A business attorney today if your business is facing litigation, or wants to take actions to help prevent any potential liabilities.
Restructuring and changes in business ownership can cause a significant shift in a business. In these circumstances, an attorney can assist in one of two main ways. First, the business attorney may represent the business, looking for the best interest of the business and being neutral as to the owners themselves. Alternatively, the business lawyer can act as an advocate for an individual owner, seeking to maximize the interests and position of that owner in negotiation. Restructuring can include issues related to stock purchase agreements, stock redemption agreements, shareholder/stockholder agreements, and bylaws.
Restructuring can occur for a business in two different ways, either through restructuring of a company’s ownership or the company’s entity. If your business is, or may be, undergoing restructuring, a KM&A business attorney can provide assistance to advocate either for your individual interests or the interests of the business. Contact a KM&A business lawyer for a consultation about what restructuring services we can provide for you.
When protected employees are terminated from a business, businesses may often chose to provide a severance package as part of a release of claims against the employer. While there is no obligation on behalf of the employer to pay an employee after they are laid off or fired, it often makes sense to avoid the potential claims by providing the employee with a severance package.
By providing a severance agreement to an employee, the employer and employee can mutually benefit from the agreement. For employers, the benefits include a release of any and all legal claims the employee may have against the employer, a transition period to help prevent the knowledge loss that can often occur when an employee leaves, and the creation of a non-competition provision that prohibits the employee competing with the business and/or from soliciting customers and employees of the business.
Every severance package needs to be designed on a per client basis due to each client’s unique objectives and positions. By utilizing a severance agreement, an employer can reduce its exposure to potential employee claims. It is important that employers and managers consider the decision of offering severance on the basis of the specific situation. Contact a KM&A business lawyer to help you create a severance package as well as provide a risk analysis so that managers and employers can make informed decisions about offering severance packages.
Businesses, regardless of size, can have disputes between either shareholders or owners. This is particularly prevalent in smaller sized businesses when the company’s ownership has more involvement with the inner workings of the business. Given the involvement of the shareholders or owners, conflict can arise when there is disagreement.
Deadlock between owners can arise when there is an even split in the decision-making authority. If deadlock arises, businesses can often be harmed because of their inability to act. To address this potential before it happens, there are a number of ways a business can be organized whereby this is prevented before a problem arises. For instance, if an odd number of decision-makers are established, it ensures more stable management because of the inherent tie-breaker. However, this is not necessarily possible. As an alternative, tie-breaking procedures can be established during the creation of the business, specifically the bylaws or operating agreement.
Further problems can arise between shareholders who have different stakes in an organization. However, in Pennsylvania closely-held corporations, majority shareholders and directors owe a fiduciary duty to the minority shareholders and shareholders generally. Majority shareholders are not allowed to use their power to oppress minority stakeholders or to manipulate a business so that it favors their interests unfairly over that of the minority shareholders. In situations where the management or directors fail to act reasonably, a minority shareholder can act on behalf of the company and bring a lawsuit on behalf of the company.
KM&A business lawyers can help proactively prevent shareholder disputes and can assist businesses in situations where a dispute has already arisen. Contact a KM&A business attorney to prevent a dispute or deadlock from harming your business.
A knowledgeable business owner is able to set up his or her business structure in a manner to reduce negative tax implications as much as possible. Not only does this benefit an owner, but a proper strategy can save a business entity thousands of dollars each year simply through proper tax planning. Business entity decisions are the first step to establish the best tax treatment. There are four primary types of business structure: C-Corporations, S-Corporations, LLCs, and multi-member LLCs. Each one of these business structures has its own benefits and detriments. Contact a KM&A business lawyer for a consultation about the benefits your business can see resulting from selecting the proper business structure.
The trademarks and other intellectual property of a small business are often extremely valuable to businesses and their registration with the United States Patent and Trademark Office can often mark the difference between protecting your brand and losing it to a competitor.
In a situation where you have received a “cease and desist” letter regarding your intellectual property, it is important to speak with an attorney immediately. You may or may not be violating trademark law, but only with the assistance of an experienced attorney that you can properly evaluate the trademark at issue.
Contact a KM&A business attorneys for a consultation regarding the use of your marks and intellectual property for business uses.
Legal transactions are a normal and regular part of operating a businesses. While many of these are minimal and mundane, many of these interactions involve significant sales or purchases of assets or other transactions. As such, it is important for a business to consult with an experienced business lawyer. KM&A business attorneys can help ensure that the business’s interests are protected and can develop form contracts which can be used for regular transactions in the business’s normal activities.
Some transactions that KM&A business lawyers can assist with include asset purchases, asset sales, real property transactions, and mergers/consolidations. In these situations, significant assets and money are involved and thus it is important to hire an experienced business lawyer to spot potential hidden issues and maximize legal protections. Even small changes to the language of the agreement can result in significant impact to a business’s liability later on.
PA Business Lawyers Blog
Kraemer, Manes & Associates LLC “KM&A” is a law firm serving all of Pennsylvania with our principal offices in Pittsburgh and Philadelphia. Call KM&A in western Pennsylvania at 412-626-5626 or in eastern Pennsylvania at 610-616-5686. KM&A can be reached by email at email@example.com.