Clients always hope that the attorney will document the deal perfectly and provide full and absolute protection. Unfortunately, clients cannot delegate all duties and need to play an active role with the attorney to make sure that all issues are considered and addressed. With that in mind, here are a few bullet points to consider:
Know the opposition – It is always helpful if the client devotes some time to getting acquainted with the other side. For example, before entering into a partnership, take the time to review financial statements, google court filings and socialize with your prospective partner and his or her spouse. Ask the prospective tenant about his or her business. Make sure that the buyer has the funds to close the deal. While this sounds simple, I must tell you that during my career I have provided clients with the sad news that the partner was a felon, that the tenant had been evicted numerous times and that the buyer operated a virtual office with no staff and probably no money.
Make sure this is what you want – Many years ago, I had a client tell me that she was leaving her position in pharmaceutical sales to open a restaurant so that she could spend more time with her daughter. Those of you in the restaurant business already know that restaurant ownership is a major commitment and the family suffers. Unfortunately, the client ignored my advice and did not discuss this with any current restauranteurs, bought the restaurant, signed the lease, and called me three years later for a referral to a bankruptcy attorney.
Mind the cash register – Just because the business is successful does not mean that you can let it run on autopilot. Too often, business owners fail to keep an eye on the inventory, the checkbook and the customer surveys. Even if you have trusted management in charge of day-to-day operations, you still need to drop by unexpectedly to see if things are in order. One of my clients who has a restaurant chain always made it a point to have his friends be his guests at various locations, requesting only that they tell him about their experience and give him suggestions for improvements.
Work to replace yourself – If you want to work yourself to death that is your choice, but I recommend that you prepare your staff to assume your duties and that you give them a vested interest in the success of the business. We are all mortal, and we will die at some point. The goal should be to have a trained replacement so that the business survives.
Know your exit strategy – Many of my clients are offended when I ask them at the beginning of a new venture how they plan to exit that venture. While we can all be a one-man band, the idea should be to sell the business, merge with another business or promote from within the business and retire. Focusing on this at the beginning allows you to consider whether you want to guaranty a ten-year lease or structure the business as a corporation with a buy-sell agreement between the shareholders. This is not a discussion that you want to have with the paramedic while he or she is performing CPR on you.
If you consider some of these issues before you hire the attorney, the job will be so much easier, and you may even be successful. Please note, though, that, as an attorney working in this litigious society, I provide no guaranties and merely request that you sign my extensive disclaimer form that is written in legalese.