I frequently talk to individuals who are about to start new businesses. Sometimes, our conversation reveals that the nascent entrepreneur is:
When I learn this, I immediately ask, “Have you done any estate planning?” The answer invariably is “No.”
This post is based on a question that I answered on LawPivot: Q. I have a web business that has been adversely affected by the termination of Amazon’s affiliate program in California, where I currently run the business, resulting from the state’s new sales tax law. Does each state have its own requirements as to what constitutes “doing business” in that state, and is there any way I could maintain CA as my primary place of residence, were I to incorporate in a different state?
Significant responsibilities or liabilities can depend on whether one is “doing business” in a state. As this post explains (principally referring to California law for examples), “doing business” can mean three different things in three different contexts.
About a year ago, in” Educate Employees about Online Endorsements – the FTC is Watching!” I discussed the Federal Trade Commission’s Guides Concerning the Use of Endorsements and Testimonials in Advertising. It appears that at least one online site – Amazon.com – may be taking the FTC’s guidelines pretty seriously.
A prospective client called me recently. She was upset because many of the book reviews she had written on Amazon.com – which were paid for by authors – had been removed on at least two occasions.
I asked whether the reviews stated that they were paid for by the authors. She said “No.” I asked whether she was familiar with applicable FTC guidelines. She again said “No.”
From time to time – most recently on Quora – people ask what the difference is between a lawyer and an attorney. Here is what I was taught many years ago….
Although most people (including, it appears, most lawyers) treat the terms as synonyms, they can have different meanings:
I recently pulled my decades-old Black’s Law Dictionary off the shelf. (Yes, sometimes there is information that is better researched in printed form rather than online.) It cites case authority stating the “lawyer” and “attorney” are synonymous.
However, the dictionary also provides the the following definition for “attorney”: “In the most general sense this term denotes an agent or substitute, or one who is appointed and authorized to act in the place or stead of another.” It then explains specific uses of the word – attorney at law, attorney in fact, etc. – and, thus, supports the distinction made above.
Dana H. Shultz, Attorney at Law +1 510 547-0545 dana [at] danashultz [dot] com
This blog does not provide legal advice and does not create an attorney-client relationship. If you need legal advice, please contact a lawyer directly.
Let’s assume that you have been doing business under a fictitious business name (also known as a DBA for “doing business as”). You are about to shut the business down, so you would like to get rid of the DBA as part of you effort to minimize the likelihood of any ongoing obligations or liabilities. How can you do this?
In California, the answer is provided in the Business & Professions Code. Section 17920(c) says (emphasis added) “A fictitious business name statement expires when the registrant files a statement of abandonment of the fictitious business name described in the statement.”
Section 17922 prescribes the information that must be included in the statement of abandonment, which typically can be found on the county clerk’s website.
Related post: When should I apply for my DBA?
Dana H. Shultz, Attorney at Law +1 510 547-0545 dana [at] danashultz [dot] com
This blog does not provide legal advice and does not create an attorney-client relationship. If you need legal advice, please contact a lawyer directly.
Now for something on the lighter side, a Quora question and my answer: Q. If marriage is a constitutionally protected right between people, and corporations are guaranteed the rights of a person, is it possible to marry a corporation? (Emphasis added.)
A. No. Marriage is reserved for natural persons (let’s not get into which pairs of natural persons). Corporations and other business entities are artificial persons.
Photo credit: Andrew C. via stock.xchng
Dana H. Shultz, Attorney at Law +1 510 547-0545 dana [at] danashultz [dot] com
This blog does not provide legal advice and does not create an attorney-client relationship. If you need legal advice, please contact a lawyer directly.
A friend who knows that I am founder of the Bay Area Business Attorneys Network said she was surprised that I had not written about BABAN on my blog. This post corrects that omission.
When I started my law practice in 2004, a marketing consultant recommended that I form an organization with other lawyers. The objective: Obtain referrals.
I formed BABAN a few months later. Membership is limited to solo and small-firm lawyers who serve business clients. We started with four members, and now have 14.
Once in a while, when I send an engagement letter, the prospective client wants to add confidentiality provisions to protect its trade secrets. The following is the explanation that I provide as to why such provisions – let alone a separate nondisclosure agreement (NDA) – are not required in an attorney’s engagement letter.
California Business and Professions Code Section 6068 specifies the fundamental obligations of an attorney. Subsection (e)(1) states that each attorney must “maintain inviolate the confidence, and at every peril to himself or herself to preserve the secrets, of his or her client.” (Emphasis added.) Attorneys in other states have similar obligations.
On Saturday (September 25), at 2:15 pm, I will be on a panel presenting “Social Media for Lawyers” at the State Bar of California’s 2010 Annual Meeting. With 25% of my new clients during the past year coming directly from my online activities, I have been asked to help fellow lawyers understand that the law must be practiced with an eye on the future, rather than being stuck in the past.
As the sole business / transactional lawyer on the panel (Mark Ressa practices family law, and Brett Burlison is a personal injury lawyer), I have a different perspective from that of my colleagues. The topics that I will discuss include:
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Follow-up: What Lawyers Want from Social Media discusses what I saw and learned at the session and provides access to our PowerPoint slides.
Dana H. Shultz, Attorney at Law +1 510 547-0545 dana [at] danashultz [dot] com
This blog does not provide legal advice and does not create an attorney-client relationship. If you need legal advice, please contact a lawyer directly.
Dana Shultz is a business-savvy lawyer located in Northern California's San Francisco Bay Area (in the East Bay, near Oakland) who has in-depth knowledge of law, business, technology, and the needs of startup and early-stage companies.
For more information about Dana and his services, please go to the About Dana Shultz page and the Services page.
+1 510 547-0545
dana [at] danashultz [dot] com
Skype: dana.h.shultz
This blog does not constitute legal advice and does not establish an attorney-client relationship. If you need legal advice, please contact a lawyer directly.
