Ladies, Stop Giving It Away

Ladies, Stop Giving It Away, by Nancy Roberts, is one of my “best kept secrets.” It is the third book I have read by Nancy and each one teaches lasting lessons about how to improve my business development skills. She is the coach that other coaches turn to for skill development. This book reinforces principles I have heard before, but it also presents the case why some traditional teachings for men do not work well for women. After reading why and applying it to my own experience, I am convinced she has it right. More importantly, she backs up her theory with two critical things:

  1. Empirical evidence and studies, and
  2. Techniques for implementation

This book is a compact portable course that can be immediately implemented to achieve measurable results in your business. An investment of two hours and $30 will take your business to the next level. It is inspiring and empowering, and jam-packed with great information. You’ll be ready to enroll in one or more other programs she offers, and enthusiastic to make the investment in you and your business.

Wanna Party?

A Wall Street Journal article “Parents just want to have fun,” an excerpt from a book by Dave Barry “Live Right and Find Happiness (although beer is much faster)” discusses the change in parenting over the past two generations. The article really struck a chord for me. With humor, the article points out how the past generation of parents (the baby boomers) had room in their lives to be good workers, good citizens, and good parents and still have time for fun. He points out how that shaped the society. There was less stress, less depression, less divorce. People worked hard to do better than their parents and teach their children good values. But, they partied. They socialized. They had fun.

When I reflect on my adult life, I had fun in college but immediately started hard work to get ahead and achieve what I now know is the elusive concept of success and happiness. Since age 20, I have been working for a better tomorrow.

The article describes how parenting has become more than a full time job. What used to be school sports, afterschool activities and community groups has given way to private lessons, travel teams and an endless schedule of things you must do to give your children the best chance at life, or at least not to be the kid whose parents aren’t involved. I remember what it was like to want to fit in and to be curious and want to try all sorts of things. Hey, I am who I am today because my parents gave me so many experiences. My mom worked a part time job and I now am sure the only use of her paycheck was a supplement to pay for our school activities. As a parent of three wonderful children, I now understand how much time and money it took for us to participate in band, sports, and school trips to Washington DC, Boston and England.

But I also remember my parents making time to do things with friends and take family vacations. There were 2 weeks each year we stayed with grandma in the Adirondacks so they could do something as a couple. I remember feeling cheated at times, but as an adult, I now understand how valuable it is to recharge once in a while. My parents often took a family vacation and a separate vacation with friends. As a child, I thought this was odd. Why would Mom vacation with her friends without Dad and vice versa? As an adult, I know how important time apart can be and how you need to spend time doing things you enjoy and it is okay that they didn’t always like the same things.

The article made me realize that my parents had something right. My husband always criticizes me for not having a hobby. Who has time? Maybe he has a point.

This year I’ll be looking for some opportunities to party a bit and not feel guilty or self-indulgent, rather realize I am teaching my children a valuable lesson about life. I’m far from the perfect parent but I hope I can be a good role model. Spending some time parting (socializing) is probably a good therapeutic approach to stress, anxiety and depression. If it will make me a better spouse and parent, worth a try, huh?

Cocktails anyone?

Southern Tier Towns want to Secede from New York

The news is publicizing the efforts of some Southern Tier border towns considering seceding from New York to join Pennsylvania where fracking is legal. I applaud this movement. As the media reports, these towns acknowledge their efforts may not be successful, but they are starting a public conversation. These Southern Tier communities are facing economic challenges that fracking could solve for them. The science about the long term environmental impact of fracking is inconclusive. (I admit, I am not well read on the science, only the propaganda). The interests of the Finger Lakes, New York City and the Southern Tier do not align on this issue. That is okay in my book. We are a big state. Everyone is doing what they think is best, they just don’t agree on what that is. This is what the political process is about and an example of it at its best work. I applaud the guts it took to raise the secession issue. I am okay if these towns secede because they need fracking.

The Finger Lakes agriculture wineries may need to protect the land that fosters their products and their livelihood. The Southern Tier agricultural community may feel fracking is safe and a necessary way to supplement farming income to make it a viable business with a living wage. It is okay to disagree. Really.

The Importance of Maintaining Good Corporate Records

There are many situations when a business will need to prove its books and records are in proper order.  These include government agency audits, inspections and investigations; financing transactions such as loan, grants and investors; and corporate due diligence involved with mergers, separations, sales and joint ventures.

Here is a list of documents you should keep in one location (usually at your place of business) for access on demand by various agency officials:

  • Certificate/Articles of Incorporation or Organization and filing receipts (certified copy as filed with the relevant Secretary of State), including all filed amendments
  • Bylaws and all amendments
  • “Foreign” Filings (registrations to do business in states other than the state of incorporation)
  • Organizational consents and organizational meeting minutes by the incorporator and initial stockholders and directors that, among other things, appoint initial Board members, adopt the Bylaws, appoint initial officers and authorize any other actions that require formal approval such as issuance of shares to founders
  • Founder Vesting Agreement, voting agreements, shareholder agreements, operating agreements, and any other agreements among owners, voters or key employees
  • Copies of minutes from all Board meetings and stockholder (member) meetings
  • Copies of all Board and stockholder resolutions, adopted either at meetings or by written consents
  • Stock Ledger and Option Ledger listing status and ownership of all shares and options
  • Copies of all issued stock certificates (member unit certificates)
  • IP Assignments (trademark, copyright and patent)
  • Evidence of IP filings/registrations (for any trademarks, copyrights, patents and domain names)
  • All contracts, leases and amendments, including NDAs, non-compete agreements, employment agreements and contractor agreements (fully signed and complete copies)
  • Option or equity incentive grant documentation (including Board approvals)
  • Financial statements, tax records and documents related to value of the company
  • Annual or biennial reports or statements of information filed with the state and any other government agency
  • Appraisals of stock value or key asset/property values
  • Deeds or title documents to important business assets
  • Permits and licenses for operating

What to Do When Your Start Up Venture Fails

When you start a business, you put so much time, money and hard work into making it a success.  Sometimes, however, tough decisions have to be made when revenues are below what is needed to sustain the business.  How do you close a business entity such as a corporation or limited liability company?  Here is your five step action plan:

  1. Shareholder/Member vote to dissolve the business and record the meeting and vote in the company’s official minutes.
  2. Obtain tax clearance from the New York state tax department and its consent to the dissolution.
  3. Prepare and file a Certificate of Dissolution with the State Department of Corporations.
  4. Wind up the business’ final affairs, including giving notice to creditors.
  5. Distribute remaining assets and funds to investors and equity owners.

Non-compete Agreements Need a Geographic Location

In a lawsuit between an employer and an employee, a non-compete agreement that restricted employees from “working for companies competitive with the employer” and “in locations where they employee marketed or sold products” was not reasonable in geographic scope nor was it defined well enough to be enforced. The court rendered it unenforceable leaving the employer without a remedy. This is one more reminder that non-compete agreements must be reasonable in both time and geographic scope. The guiding principle is the least restriction on the employee’s ability to obtain new job and reasonably necessary to protect the employer’s interest.

It may be a good idea to review your company documents with your attorney to be sure they will be enforceable when you need them.

10 Signs of Employee Embezzlement

There are a number of warning signs of embezzlement. Some general indicators may include:

1.     Missing Documents

2.     Delayed bank deposits

3.     Holes in accounting records

4.     A large drop in profits

5.     A jump in business with one particular customer

6.     Customers complaining about double billing

7.     Repeated duplicate payments

8.     Numerous outstanding checks or bills

9.     Disparity between accounts payable and receivable

10.   Disappearance of petty cash

Other employee warning signs that can indicate trouble:

1.     Goes out of the way to work overtime

2.     Spending more lavishly than salary might indicate

3.     Has the same address as a vendor

Adoptees

Advocates are trying to get a bill written that would give adoptees access to their original birth certificates. The bill would also include provisions for:

·allowing biological parents to file update medical information in case the adopted child seeks it

·allowing biological parents to choose whether they want to be contacted or not, and if so, directly or through an intermediary agency

Similar laws were recently enacted in New Jersey and Connecticut. New York’s mutual consent registry is inadequate and rarely productive. Other proposals include allowing biological parents to (like Illinois’ new law) redact their name or requiring a judge to find good cause before access is granted.

There is a controversy over whether adoptive parents should expect lifelong anonymity. Some argue the closed records policy was to protect the child and the adoptive family, not the relinquishing biological parent. Many argue that the stigma and shame of years past is no longer a social issue that demands secrecy. Access to health information is a greater right in the balance between parent and child.

Bills have been proposed several times over the past two decades but none have been successful. With the growth of personalized medicine, access to medical record and genetic information can be increasingly important.

Failure to maintain your corporate books and records can render you personally liable

The equitable theory of veil piercing, intended to serve as a rectifying mechanism against certain fraud, dishonesty or wrongdoing, is of particular import in the case where the corporate entity has no assets to pay a judgment but the principals do have assets to pay the legal damages awarded by a court. This was recently used by Burberry is its effort to stop a counterfeiter and recover $2.5 million in damages.. Burberry Limited and Burberry USA v. RTC Fashion Inc., d/b/a Designers Imports t/a Fashion58.Com and Asher Horowitz (Index No. 110615/14) (N.Y. Sup. Ct. 2014).

Burberry, believing that an affiliate of the judgment debtor intended to frustrate Burberry’s efforts to collect the $2.5 million judgment against Designers Imports and to ensure that Horowitz maintained continuity in the marketplace, commenced an action in the New York State Supreme Court against both the affiliate RTC Fashion and principal Horowitz. In the state court action, Burberry sought to pierce Designers Imports’ corporate veil in order to hold Horowitz personally liable for the judgment entered in the federal action. Under New York state law, and it is well established in New York that piercing the corporate veil generally “requires a showing that the individual defendants (1) exercised complete dominion and control over the corporation, and (2) used such dominion and control to commit a fraud or wrong against the plaintiff which resulted in injury.” Courts in New York have considered the following factors in determining whether the two-part showing has been met and the corporate veil may be pierced: (i) failure to adhere to corporate formalities; (ii) inadequate capitalization; (iii) commingling of assets; and (iv) use of corporate funds for personal use.

The following facts were important to piercing the corporate veil (there were other facts considered by the court): The principal was the sole shareholder, officer and director of both companies; (2) the corporate entity had no by-laws, no stock transfer ledger, no minutes of its shareholders meetings, and no minutes of its board of directors meetings; (3) the principal’s only meetings were with his accountant on a yearly basis for the purpose of preparing his tax returns; (4) the principal comingled funds by paying personal expenses with company money for his personal use.

The take-away is that is important to properly keep corporate books and records. Don’t forget to do your annual meeting minutes and properly document other major corporate transactions. Failure to do so may result in personal liability and not receiving the protections of the corporate entity.