24 02, 2014

Non-Compete Agreements in Employment Contracts

By |February 24th, 2014|Uncategorized|0 Comments|


In many industries, a new employee will be made to sign an employment contract. A standard clause in such a contract often used is a non-compete clause, also called a covenant not to compete or a restrictive covenant. It is that particular clause that I will be discussing here.

From a business perspective, putting a non-compete clause into your employment agreement is a good idea. You want to gain some kind of loyalty from your employee, so that they don’t just up and leave after gaining all kinds of knowledge at your company, and go make money for the competitor. But how much weight do they carry? Can you just make your employee sign a contract that says “I agree not to compete for 5 years in the same industry”? The short answer to that is no – but at the same time, unlike a lot of other contractual clauses, if a court feels that what you have imposed is unreasonable, they will actually “fix” it to be reasonable, rather than get rid of it all together.

So what is a reasonable non-compete clause that will make it through the court system? The standard in New York, for example, is that a non-compete clause must be “reasonably limited temporally and geographically, and to the extent necessary to protect the employer’s use of trade secrets or confidential customer information.” <em>Gilman &amp; Ciocia, Inc. v. Randello</em>, 55 A.D.3d 871, 872, 866 N.Y.S.2d 334 (2d Dept. 2008). Now you are probably saying “reasonably limited – what the hell does that mean?” Welcome to the world of the law. Generally this determination is going to follow closely to the facts of each individual case – what is a reasonable time [...]

23 01, 2014

Where to Form My Corporation or Limited Liability Company?

By |January 23rd, 2014|International Business, Small Business, Uncategorized|0 Comments|


As experienced business attorneys, we are often asked by entrepreneurs and founders of companies on where to incorporate or form their limited liability company.  There are numerous factors that must be considered before the question can be answered.  First, what states charge the lowest start-up and annual fees? Second, what states offer the most tax benefits? Third, where is business being conducted – the “doing business” test?

Delaware, Wyoming, and Nevada are most famously known for providing tax benefits to companies.  However, depending on each company’s specific situation, the preferred choice of incorporating may differ.  In this post, we have included a short list of states along with their respective start-up and annual fees.

As you read, be mindful of two important things.  First, if you intend on “doing business” in your home state, the best place to start your company will be where your business physically operates from, i.e., has a brick and mortar facility and/or hires employees.  Second, will the bank open your business account without you physically being present to sign bank documents and will the bank open your business account without a physical office location in that state?

Experienced business attorneys at our firm, along with our strong network of accountants and start-up resources, will be glad to assist you decide on where to form your company.  In the meantime, review the initial start-up and annual costs associated with starting your company in the following states.

Delaware:

Are Single Member LLC allowed? Yes
Residency Requirement: Don’t have to be physically present in the state but may require local registered agent which can be about $150 per year fee.
Filing Fee: $90.
Annual Report: None but see Annual Tax.
Annual Tax: $250.
Personal Income Tax: [...]

1 11, 2013

Doing Business in the United States – Part 3

By |November 1st, 2013|International Business|0 Comments|


This post is part three of a series of blog posts on the topic of Doing Business in the United States. Special consideration must be given when choosing the right business structure and deciding on whether to establish an American branch of your existing foreign business or operate as a U.S. subsidiary of your foreign business.
15 10, 2013

Doing Business in the United States – Part 2

By |October 15th, 2013|International Business, Small Business|0 Comments|


This post is part two of a series of blog posts on the topic of Doing Business in the United States. Missed the first post? It was about opening a branch of the foreign corporation here in the United States. The rules discussed in part one of this series apply in almost all cases. One exception is a U.S. subsidiary of the foreign corporation.
28 08, 2013

Doing Business in the United States – Part 1

By |August 28th, 2013|International Business|0 Comments|


This post is part one of a series of posts on the topic of Doing Business in the United States discussing the first option – opening a branch of the foreign corporation here in the U.S. To set a branch in the United States, the business structure is the first thing that should be considered.
21 12, 2012

Running a Successful Small Business

By |December 21st, 2012|Small Business|0 Comments|


The landscape of the small business world is fraught with many obstacles, and the pace at which the business world moves often inhibits a small business from surmounting those obstacles, and ultimately causes its demise.