The Political Primer

The Political Primer by Mark Glogowski will open your eyes to the world of personal politics. If you are like me, you too often find yourself supporting some Democratic and some Republican positions. Sometimes you take what seems to a conservative view point and the next moment a seemingly liberal viewpoint. It can be hard to truly define your own political position. With a series of simple questions, you can identify your optimum party and where you stand on the conservative-liberal spectrum. You’ll enjoy the exploration of your own ideology and better understand that of those around you.

‘Good Counsel’ for not-for-profits

Good Counsel: Meeting the Legal Needs of Nonprofits by Leslie Rosenthal is a practical resource on the legal issues faced by not-for-profit corporations. It also has a companion website that contains checklists, work plans and sample documents that help you hit the ground running as a director. You will feel adequately prepared for guiding the organization as a public entity, employer, fundraiser and advocate for its cause and mission. More than a crash course and handy reference, it is your co-counsel! Visit  www.wiley.com/go/goodcounsel for more information.

Business networking in Westside Rochester

Looking for a Westside networking opportunity that does not impede on your busy evenings and weekends? Looking to grow your business network and earn personal referrals? On alternating Thursdays, a Westside business networking group called Canalside Trailblazers meets from 7:30 am – 8:30 am to the start the day with great business potential. They meet in Spencerport to share their expertise and ideal referrals. There is no charge to join or attend. For more information, contact Peter Feltner at (585) 352-1234.

Inspiration from and gratitude to my business clients

I make a point of spending my time with creative and successful people. I watch people take a risk to turn what they love into a business. Passion must be combined with hard work to bring entrepreneurial success. Many start-ups have owners with a second or third job to pay the bills during the early days. I get to share in the triumphs as the owners finally get to focus full-time on the business they love. To all of my clients who let me be on their team as they make a dream come true or create legacy for their family, thank you for being an inspiration and helping me love what I do.

How to handle sensitive estate planning situations

Estate planning is a delicate topic for many people. The foreseen death of loved ones carries a lot of heartache and the stress of decision-making during a difficult time. To minimize the burden on the entire family, I recommend the following action item list:

  • Determine who needs to be involved in the process.
  • Identify what planning is in place (collect and review all relevant documents).
  • Determine concerns and priorities of the relative and the family.
  • Evaluate the core needs of the relative and develop a core plan to handle them.
  • Identify any barriers or potential conflicts.
  • Evaluate the legal needs and implement an action plan to address issues, including asset protection and end-of-life planning.
  • Discover other resources the family might consider – hospice worker, MOLST forms, transition care expert, etc.
  • Determine whether the relative is legally competent to execute any legal documents that need to be updated or put in place before his/her death.

This is by no means an exhaustive list, but it should help focus those dealing with the impending loss so that after their loved one passes, less time is spent on these details and more time is spent honoring the life that was shared.

Buying a restaurant in New York

If you are looking to purchase a restaurant in New York, you have two options: (1) buy the sellers’ ownership shares; or (2) buy the seller’s assets. Like any choice, there are advantages and disadvantages to either option, but generally, an asset purchase is more beneficial to the buyer. It boils down to liability: when you purchase a business’s assets, you assume specific liabilities of the seller, but when you purchase the stock of the business, you risk assuming all liabilities of the company, whether known or unknown.

In either case, a thorough search and due diligence review of the business can mitigate the risk. Guaranties and indemnification provisions can help provide protection. There are circumstances where a stock sale may be advantageous. These include where licenses are owned by a corporation or LLC, such as a liquor license. The process to approve a change in corporate ownership may be faster and less costly than an entire new application. It can also help pre-empt an interruption in operations, keeping the business open and in business during the ownership transition.

You will also want to determine if the seller can assign the lease to you (permission for a lease assignment would be found in one of the clauses in the existing lease agreement). Before you agree to an assignment, make sure that the remaining term on the lease, the rent amount, the security deposit, the personal guaranty, etc. are all acceptable. In the case where the lease cannot be assigned, the landlord will have to agree to terminate the current lease and enter a new lease with you.

The purchase agreement (bulk asset agreement or stock purchase agreement depending on how you are acquiring the business) should contain all the critical information pertaining to the sale. These terms include the purchase price, how much will be held in escrow, a list of the assets being purchased, personal representations and indemnifications, the amount paid at closing, the date of closing, and any contingencies for closing (such as a liquor license or lease assignment approval for the buyer). Along with the purchase agreement, there should also be a Bill of Sale and corporate resolution that authorizes the seller to sell the business.

As the buyer, you are responsible for any NYS sales tax that the seller may owe. You must file a bulk sale notice (at least 10 days before closing) and have the seller personally represent that there are no taxes owed. You should also have the seller personally indemnify the buyer for any unpaid taxes or other liabilities that were incurred before the closing date. The closing date should occur after the buyer receives the tax release letter from the NYS Department of Taxation. This letter states that no taxes are owed. If holding off the closing isn’t an option, a large portion of the purchase price should be held in escrow until you receive the release letter. Failure to follow this procedure makes the buyer responsible for outstanding sales tax and will result in a lien on the assets.

If you need to close in less than ten days, you can use an escrow agreement where the title transfers but funds are held by the attorney until the sales tax issues are confirmed. This is unusual, but your attorney can creatively help you accomplish your business goals and needs with work-around solutions that still protect your interests.

Giving employees an incentive to perform well

One of the hardest things any business owner has to deal with is how to encourage employees to work hard and produce good results. When you own the business, your incentive is preventing the business from failing – your time commitment and financial investment is enough motivation to want to make your business successful. Your employees, however, do not have the same ties to your company, yet their performance is integral to the business’s vitality. So how do you cultivate that willingness to excel?

In owning my business, I have read numerous books on and tried countless methods of inspiring productivity and a positive attitude. Over the years, I have found that the secret is threefold: environment, reward, and empowerment.

Environment

When I take a few minutes to daydream about the “perfect” work environment, my thoughts often shift to those paradigms of office glamour, such as Google, with its impressive cafes serving gourmet food, creatively themed and decorated spaces, pure oxygen pumped into each building, commuter shuttles and beer parties on Fridays. While my small office does not have the resources to support that kind of luxury, it does get me thinking about what I can do to make the place where my employees work more enjoyable to be in.

To this end, I have allowed one of my employees to turn an unused room into a small yoga studio. Sometimes she uses the space before work to meditate and prepare for the day; other times it is in the evening to help her unwind. She invites her colleagues to join anytime they are interested. And when my oldest child spends a day at the office, you can bet she arrives dressed for practice with her yoga mat in tow.

Our office has a potluck on the second Thursday of every month. Sometimes we have a theme, and sometimes we just see what happens (like when we all brought in dessert – yum!). We spend an hour eating, talking and laughing. I have found that I learn more about my employees in this one hour than I do in the usual 40+ hours we spend together each week to get our work done.

I also stock the kitchen with “the essentials:” caffeine (coffee and soda) and snacks (chocolate, popcorn, nuts and whatever random edibles piqued my curiosity at the grocery store that week). While it may not do much to curb the stress eating, it does feel good to know that my employees have a pick-me-up readily available while they deal with the everyday stresses and deadlines.

Ask yourself: Is there unused space (or little-used space that could serve multiple functions) in my office that my employees could personalize for their hobbies and interests? What “team-building” activities or functions can I support? Is there room (or can I make it) in my budget to provide some “goodies” to show my employees that I care?

Reward

Positive reinforcement goes a long way in encouraging certain behavior. Some rewards are straightforward, such as the classic cash bonus for reaching certain benchmarks.  People go to work to make money, so if you want them to meet or exceed expectations, dangling the proverbial golden carrot may be all the incentive they need. As a small business owner, this may not be the go-to option. In these cases, you must be creative in how you dole out rewards. In the past, I have offered an additional day of PTO or gift certificates for golf time that I had arranged for with a client. It is important to figure out what interests (and therefore motivates) your employees, and then find ways to provide those incentives.

Rewards are not exclusive to work performance. Your employee’s personal achievements are just as important – recognition for what is going on in someone’s life can have a profound impact on how they view the office. Recently, one of my paralegals revealed that her youngest son enlisted in the marines, and the reality of how that would change her life was taking an emotional toll on her. In spite of not wanting her son to leave, she supported a decision that would be best for him and make him happy. Upon hearing the news, I asked my Business Manager to arrange a nice dinner for her family and a gift certificate to a local jeweler to choose a new charm for her bracelet in memory of this important event. Not only am I supporting her in this big moment in her life, but I am rewarding and encouraging this type of attitude in the hopes that it will transfer to the workplace.

Ask yourself: What behavior and/or attitudes do I want to encourage? What interests my employees? What resources do I have to marry these two together for a mutually beneficial solution?

Empowerment

This tool is probably the most subtle form of motivation. Empowering your employees means giving them a voice and a platform to share their criticisms without fear of rebuke. It means listening to their ideas and finding ways to implement them. It also means giving them space to show you what they’re made of and providing challenges that let them shine in ways they never thought possible.

I spend each week in ad hoc or scheduled meetings, individually, as teams or with the entire office, listening to problems and criticisms and brainstorming solutions. This last part is critical. This time is not set aside for whining and complaining. Rather, it is reserved for constructive criticism and problem-solving. Employees are often reminded that they must come to the table having already thought about possible resolutions and to be open to what others may have to offer. This strategy turns negative complaints into positive action. I am often surprised by the creative solutions that my employees propose. Also, when your employees are a part of the solution, they tend to be more invested in making it work. It also requires that I have an open mind. They need the space to show me what suggestions they have to offer. I need to be mentally and emotionally prepared to hear that things aren’t working and what might work out better.

I have two young attorneys in my firm, which requires an enormous amount of mentoring and patience. These women are intelligent and insightful, and I know that the investment is worthwhile. My mentoring strategy is to see what they can do on their own before I propose a course of action. I require that my employees take charge of their roles. I will provide guidance and be there to oversee their work, but I expect them to take responsibility for their assignments. I am challenging them to rise to the occasion. More often than not, they are surprised at how capable they are. As their self-confidence develops, so does their performance.

Ask yourself: How can I encourage my employees to invest emotionally in my business? How can I create space for them to voice their criticisms and participate in problem-solving? Would my employees prefer meetings individually or in groups, or would they feel more comfortable with a “suggestion box?” How can I encourage creativity? How can I challenge my employees to show their strengths and skills?

Recognizing that your employees are not driven by the same goals as you are is the first step in the process. From there, you need to create a customized incentive program. As the business owner, you have to decide what works for you, within the confines of the needs of your employees and the business and the resources available. You may even be so bold as to ask your employees outright what kinds of rewards interest them. At the very least, it will give you a starting point.

CARES in the Rochester Community

I am proud to be on the Board of Directors for CARES, a not-for-profit that creates an online support resource and community about the issues facing families who deal with schizophrenia. At the annual meeting, there was a “changing of the guard” for new leadership after many years of devoted service by John and Winnie Delehanty. The passion that so many members and volunteers have for helping others and eliminating the stigma of this unfortunate mental illness was nothing short of inspiring. Anyone who has a family member or close friend who deals with this issue is encouraged to follow the launch of an exciting new community resource supported by CARES. A library of videos will address the everyday issues and concerns of those affected their families and caregivers. The world has never experienced such a powerful and personal library of information that can be accessed from anyone’s living room.

I had another incredible and unexpected experience that afternoon. I sat at the “head table” with Kevin Doran. Admittedly, even I can be “star struck” meeting someone I see on TV several evenings each week. I meet amazing people in my work, but the awe never goes away. If you have never had the opportunity to meet Kevin Doran in person, he is an incredibly down-to-earth and genuine person. Without reservation, he shared personal stories about growing up and enthusiastically answered everyone’s questions about his job as a news anchor. (Imagine that he must be asked these same questions thousands of times.) He was so incredibly passionate about his work and so open about how he approaches his news duties. He affirmed the trust I have in what he does every day. Newscasters and lawyers can suffer from the misdeeds of others in the industry. I think that is part of why his integrity made such a personal impression on me. I know this is a deviation from our usual legal subject matter, but I believe it is important to share positive experiences about community leaders. There is so much going bad in the world. I love to find inspiration in my everyday interactions and experiences. I imagine the events of that afternoon will stay with me for years to come.

Facing issues head-on

One of my favorite emails each week is a weekly article called “Wednesday Wisdom” from Tracy Higginbotham of Women Ties. (Women TIES stands for “Women Together Inspiring Entrepreneurial Success.”) One of her messages from a few weeks ago has stuck with me and is something I truly believe. She discussed how important it is to handle problems and difficult issues in person. Some conflicts are so sensitive that they should not be handled by telephone or e-mail. I know it is easier, but for more delicate issues, it may come across as impersonal and even disrespectful. I believe it is best to communicate in person (or by telephone) when there is bad news or any sort of controversy. There is too much room for misinterpretations when you cannot read the body language or hear the inflection in the voice. All too often, the meaning is lost in an e-mail and small comments or misinterpretations lead to hurt feelings or strong reactionary behavior.

Whether you are the one who erred or are at the receiving end of the wrongdoing, you will find that your relationships will be much stronger with a face-to-face meeting. People appreciate honesty. They trust you when you bring your concerns to the forefront.  Addressing a problem or admitting an error and trying to make amends requires courage and self-confidence. Business relationships are built on faith and trust. How you approach fixing a problem will demonstrate the strength of these characteristics in you.

When you silently stew on issues, you slowly begin to resent people. You unconsciously project negative feelings and the other person feels it. This spreads distrust. Handling conflict requires humility and understanding, no matter what part you played. In order to protect your business, leave your pride and ego at the door. The end goals should be mutually beneficial. Use tact, avoid the blame game, and look for a solution. Most of all, learn from the mistakes (yours or not) so they don’t happen again.

When your partner isn’t carrying his financial weight or responsibilities

You find someone with similar interests and have a great business idea. You go down to the County Clerk to file a Certificate of Partnership (Assumed Name) and start your new business. However, you soon discover that your “partner” is a partner in name only and is not sharing the financial responsibility or workload.  What are your options?

  1. Do nothing – continue with the frustration and stress;
  2. Talk with your partner about your concerns and follow up the conversation with a written notice or summary of the issues and work cooperatively to improve the situation;
  3. Try mediation; or
  4. Terminate the partnership.

In the case where the partners do not have a written partnership agreement, a partnership can be terminated by written notice to the other partner(s). If there is a written partnership agreement, the partners should consult it to determine the procedure to follow. Once the partnership is terminated, the partners must “wind up” the partnership business and distribute the partnership assets. A partner may also seek a court-ordered dissolution and division of the partnership assets.

Written partnership agreements set forth the responsibilities of each partner, the procedure to end the relationship, and guidelines for how to value and distribute the partnership property. When there is an absence of this agreement, these issues need to be resolved between the parties or by a court. These can be difficult and expensive situations. It is easier to agree on issues when you are starting the business and on collegial terms. When there is a dispute, emotions take over, complicating the situation. The dispute may also cause damage to the business, reduce its value, hurt its reputation, cause employee issues and interrupt the daily operations. It is important to enter a written partnership agreement. If you have been operating without one, now is the time to get one in place.

You do not have to continue to be in business in an unworkable situation. There are solutions available. Terminating a partnership is a complex process and it is best to seek legal guidance to evaluate the best way to deal with your particular situation.