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Michigan Business Lawyer Blog

A legal blog that covers business law, including news and events dealing with business legal matters. Written by Michigan attorney Michael J. Hamblin.

Post Frequency: 7/day

Last Entry: December 03, 2008 at 19:32:34

Factors Michigan Courts Will Review When Considering Requests for Injunctions

Posted on December 03, 2008
Unscrupulous businesses sometimes take unfair actions against their competitors that -- if left unchecked -- can permanently destroy the operations and future viability of those businesses. Such actions can include things such as stealing customer lists, hiring former employees who are restricted by non-compete agreements, product disparagement, or the misappropriation of confidential corporate information or assets...

The Employee Free Choice Act and Michigan Businesses

Posted on November 26, 2008
What is the Employee Free Choice Act (EFCA) and how could it affect Michigan businesses? The EFCA is a proposed piece of legislation that would effect a dramatic overhaul to the National Labor Relations Act. The National Labor Relations Act is the law that governs unions in the workplace...

Required Qualifications for Expert Witnesses in Michigan Business Litigation Cases

Posted on November 19, 2008
In many business litigation cases, winning depends on the testimony of an expert witness who supports a party's theory of the case or damage calculations. When testifying, the expert gives his or her opinion on one or more topics at issue in the case...

The Importance of Scrutinizing the Details in Loan Agreements

Posted on November 12, 2008
Most Michigan businesses need loans from time to time to stay afloat and reach their strategic goals. Most loan agreements are very long and complicated documents, and are carefully designed to protect the lender's interests. Loan agreements typically contain a lot of "legalese", and technical language regarding interest rates, repayment terms, representations, warranties, conditions and covenants...

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Bankruptcy Basics for Troubled Michigan Companies

Posted on November 05, 2008
No doubt about it, these are troubled times. The Michigan economy is in the tank, and as the auto companies teeter on the edge, many Michigan businesses are facing difficult decisions regarding their finances and future operations. Although no one running a business likes to think about it, bankruptcy is an option for financially insolvent companies that should be carefully considered in certain situations...

Upcoming United States Supreme Court Term Includes Business Cases

Posted on October 29, 2008
The United States Supreme Court begins its yearly session on the first Monday in October and ends on the preceding day the following year. This year's term begins on October 6, 2008. As of the date of this blog post, the Supreme Court has agreed to hear approximately 41 cases for the 2008-09 term...

The Importance of Integration/Merger Clauses in Michigan Contracts

Posted on October 22, 2008
Contracts are the foundation on which business deals are done. Parties to a business transaction may spend a lot of time and money on negotiating and finalizing their deal. Most important deals are put into writing, i.e.,, a written contract. Depending on the type of contract, there are a number of different kinds of clauses that may be included...

Can Offers of Settlement Be Used Against an Opponent in Michigan Court Proceedings?

Posted on October 15, 2008
Many times during hotly contested litigation, settlement offers are made. But, when the parties are unable to resolve their differences, it is not uncommon for one or both parties to want to use the other party's settlement offer as evidence that the other party knows it did something wrong...

Avoiding the Trap of Personal Liability for Unpaid Federal Payroll Taxes

Posted on October 08, 2008
Tough economic times are upon us. Many businesses are finding themselves in difficult financial straights, and for some the unpaid bills are piling up. It is during times like these that many business owners and management officials are tempted to skip making their federal payroll tax deposits and use those funds for other purposes...

Michigan Businesses Must Take Steps to Protect Their Intellectual Property

Posted on October 01, 2008
In a fascinating 2000 article in the Harvard Business Review entitled Discovering New Value in Intellectual Property, Kevin G. Rivette and David Kline estimate that a company's intellectual property can comprise as much as 70% of its value. Indeed, intellectual property has become one of the most important facets of the high technology economy that continues to develop worldwide...

The Basics of Offering a Franchise in Michigan

Posted on September 24, 2008
Franchising can provide a business owner with a way to dramatically expand his or her business operations, and generate significant revenues by leveraging the efforts of the franchisees who buy into the system. There are many legal issues that must be addressed when offering the franchise...

Miller v. Allstate: The Michigan Supreme Court Skirts the Controversy Over How to Properly Incorporate the Businesses of Licensed Professionals in Michigan

Posted on September 17, 2008
In a previous post, I discussed the case of Miller v. Allstate and the oral arguments that were held in the Michigan Supreme Court on the issue of whether those providing a service requiring a license must incorporate under the Michigan Professional Services Corporation Act (PSCA) instead of under the Michigan Business Corporation Act (BCA)...

Michigan Businesses Can Protect Their Internet Domain Names from Cybersquatting

Posted on September 10, 2008
Many businesses maintain an Internet presence to compliment their bricks and mortar operations. As Web 2.0 expands and e-commerce continues to grow, most of these companies would prefer to use their primary trademark or trade name, plus the ".com" suffix as their Internet web address...

Michigan Businesses Can Be Vicariously Liable for the Actions of Their Employees

Posted on September 03, 2008
Many businesses owners do not realize that their companies can be held vicariously liable for the torts of an employee who acts within the scope of his or her employment. (A tort is a civil wrong that causes injury to a person, property or economic interests or relationships...

Target Corporation Settles Website Discrimination Lawsuit

Posted on August 27, 2008
Target Corporation has agreed to pay $6 million in damages and retool its website to make it fully accessible to blind customers as part of a class action settlement that was filed today. The case was filed in 2006 in San Francisco federal court by the National Federation of the Blind on behalf of blind people who said they couldn't access the site...

Mediation Can Be Useful in Resolving Michigan Business Disputes

Posted on August 20, 2008
Often when there is a business dispute, the last thing the parties want to do is sit down and work things out. This is especially true when these disputes actually wind up in court. Many times, however, the best thing for all involved is to sit down with a mediator and see if there might be some common ground upon which the dispute can be settled...

Should Juries Be Allowed to Decide Complex Michigan Corporate Litigation?

Posted on August 13, 2008
The jury is a time honored and essential part of the American justice system. The American jury system traces it roots to the Magna Carta, which is widely viewed as one of the most important legal documents in the history of democracy. An excellent summary of the history of the American jury system can be found at the website for the Missouri federal courts...

Business Records Can Be Admissible Evidence In Michigan Business Litigation

Posted on August 06, 2008
We all know how unreliable hearsay can be. The legal system recognizes this unreliability by providing for the exclusion of hearsay evidence from both criminal and civil trials. In Michigan, this exclusionary rule is contained in Michigan Rule of Evidence 802...

The CAN-SPAM Act: Legal Requirements for Commercial Email Marketing

Posted on July 30, 2008
Savvy marketers know that direct mail can be one of the most effective forms of business advertising. In this digital age, email marketing can produce many of the same marketing benefits as traditional paper direct mail. However, there are legal requirements for commercial email marketing that must be strictly observed...

Can A Promise Be Enforced Even If It's Not a Formal Contract?

Posted on July 23, 2008
In the hustle and bustle of business, sometimes promises are made that don't necessarily rise to the level of an enforceable contract. Sometimes those broken promises can cost a business or entrepreneur plenty. Many businesses and entrepreneurs assume that if a promise or agreement isn't in writing, it can't be enforced...

Could a Michigan Business Be Subject to the Jurisdiction of a Different Country's Courts Because of Its Website?

Posted on July 16, 2008
As noted in my last post, doing business on the Internet can be a double-edged sword for Michigan businesses. While the the Internet may provide tremendous business opportunities, in certain cases, such activity might be enough to cause a business to be subject to the legal jurisdiction of a foreign country...

Could a Michigan Business Be Subject to the Jurisdiction of a Different State's Courts Because of Its Website?

Posted on July 09, 2008
Many Michigan businesses have an Internet presence. For these businesses, the Internet provides an unprecedented and potentially unlimited opportunity to market their goods and services to possible customers all over the country and even the world. But, this can also be a double-edged sword...

Some Issues to Consider Before Giving a Personal Guaranty for Business Debt

Posted on July 02, 2008
At one time or another, most businesses have to get a loan. Many times, a lender will require a business's key individuals - such as owners and officers - to personally guarantee repayment of the loan. Giving a personal guaranty should not be taken lightly...

Elements of a Michigan Contract

Posted on June 25, 2008
Contracts are the lifeblood of business. Without enforceable contracts, much business activity that we all take for granted would likely grind to a halt. Under Michigan law, contracts can be oral, written, express or implied. There are four basic elements that must be present in order for an enforceable contract to be formed...

Choosing the Best Entity for a New Michigan Business

Posted on June 18, 2008
The importance of choosing the right entity for a new Michigan business cannot be overstated. One type of business entity may be perfect for a certain kind of business, and a disaster for another kind of business. It's important for those forming new businesses to carefully consider the kind of entity they will use...

New Michigan Business Tax Creating Difficulties for Michigan Businesses

Posted on June 11, 2008
The new Michigan Business Tax was enacted with the supposed aim to benefit Michigan businesses by replacing the much hated Michigan Single Business Tax with a tax that was fair, reasonable, and economically viable. But as it turns out, it may be that the cure is worse than the disease...

The Mechanics of Choosing and Protecting a Name for a Michigan Business - Part II

Posted on June 04, 2008
It is essential for Michigan business owners to understand that just because the Michigan Department of Labor & Economic Growth ("DLEG") registers a business name does not necessarily mean that the registered name is protected against infringing use. Business owners must understand the difference between the rights conferred by registering a business name with the DLEG and the rights to use a name or trademark to identify goods or services...

The Mechanics of Choosing and Protecting a Name for a Michigan Business - Part I

Posted on May 28, 2008
One of the most important assets a business can have is its name. A business name sets the tone and marks the brand of the goods or services offered by a company. In Michigan, business names are registered with the Michigan Department of Labor and Economic Growth, Bureau of Commercial Services...

The Basics of the Attorney-Client Privilege in Michigan

Posted on May 21, 2008
One of the perks of retaining an attorney to assist you in a legal matter is the age old protection offered by the doctrine of attorney-client privilege. Communications with a lawyer are protected by the attorney-client privilege when they are between a lawyer and a client seeking confidential legal advice...

Miller v. Allstate: The Controversy of Properly Incorporating the Businesses of Licensed Professionals

Posted on May 14, 2008
The Michigan Supreme Court recently heard oral arguments in the case of Miller v. Allstate. One of the issues in this case is whether a licensed medical professional, other than a physician, must incorporate under the Michigan Professional Services Corporation Act (PSCA) instead of under the Michigan Business Corporation Act (BCA)...

Michigan Charities Must Have Regular Physical Presence to Qualify for Property Tax Exemption

Posted on May 07, 2008
One of the perks of obtaining nonprofit status is getting tax breaks. Not only can charitable institutions get federal and state income tax breaks, they can also get real estate property tax breaks. The requirements that must be satisfied in order to get a property tax exemption are contained in MCL 211...

Expensing Equipment Purchases Using IRS Code Section 179

Posted on April 30, 2008
Generally, if you purchase equipment for your business you have to depreciate the cost of that equipment little by little over multiple years. However, for certain equipment purchases, IRS Code Section 179 provides a way for businesses to deduct the entire cost of an equipment purchase in one year instead of over a number of years...

Michigan Provides Online Filing Option for Corporation and LLC Annual Reports

Posted on April 23, 2008
Michigan's state government provides some very good online resources and tools for businesses. One of these tools is a web page for filing annual reports for Michigan corporations and LLC's. As long as the corporation or limited liability company is in good standing, current and prior year annual reports may be filed online...

Michigan Businesses Must Deal Carefully and Properly with Religious Accommodation Issues in the Workplace

Posted on April 16, 2008
Statistics from the United States Equal Employment Opportunity Commission (EEOC) indicate that workplace religious discrimination and accommodation claims have increased by nearly 70% in the last decade. As one might imagine, this has resulted in greater monetary penalties against companies that do not properly handle religious discrimination and accommodation issues in their facilities...

The New FTC Franchise Disclosure Rule

Posted on April 11, 2008
The Federal Trade Commission (FTC) approved a new Franchise Rule on January 22, 2007. The new Rule is in the form of an amendment to the old FTC Franchise Rule. The amendment to the old FTC Franchise Rule modifies what franchisors must disclose in their franchise disclosure documents (formerly known as Uniform Franchise Offering Circulars (UFOC's)), as well as the timing requirements for making the required disclosures...

The Basics of a Michigan Corporate Merger Transaction

Posted on April 09, 2008
The basic concept of a corporate merger is relatively straightforward. Put simply, when companies are merged, one company is folded into another company. The surviving company takes on all of the assets, liabilities, powers, rights, and obligations of the company that is merged into the surviving company...

An Overview of Michigan's Social Security Number Privacy Act

Posted on April 07, 2008
If your business has any employees, you almost certainly have obtained the social security numbers of those individuals. Under Michigan's Social Security Number Privacy Act, you must take all reasonable steps to protect those social security numbers...

Why You Should Contact a Lawyer Before Organizing Your New Business

Posted on April 04, 2008
Starting a new business is exciting. In addition to the fun of being involved with a business start-up, there are important and often difficult decisions to be made. These initial decisions can have a significant impact on the future success and growth of a new business...

What Should a Michigan Business Do If It Suspects One of Its Employees Is Committing a Crime?

Posted on April 02, 2008
One of the most difficult decisions an employer can be faced with is what should be done when it appears that an employee is committing a crime. Although the first reaction may be to go to the authorities, that may not be the best course of action in all cases...

Possible Successor Liability in a Michigan Asset Purchase Transaction

Posted on March 31, 2008
One of the advantages of acquiring a business through an asset purchase is that the assets are transferred to the purchaser free and clear except for enforceable liens and security interests. However, there is a doctrine that anyone contemplating an asset purchase should be aware of...

Protecting Your Trade Secrets in a Michigan Court

Posted on March 28, 2008
For many "regular" businesses, a growing percentage of their value is made up of intangible assets like intellectual property and trade secrets. As these items grow in value, ensuring protection of your business's trade secrets is of the utmost importance to its success and future growth...

The Basics of American Copyright Law

Posted on March 26, 2008
Federal copyright law generally gives copyright owners exclusive control over their original works of authorship. Copyright protection extends to original works of authorship that are fixed in a tangible medium of expression. In order to be protected, a work of authorship must possess only a minimal level of creativity...

Michigan Secured Transactions: The Basics of Using Collateral to Secure Loans

Posted on March 24, 2008
Although the average Michigan business participates in a number of "secured transactions" during its life cycle, most Michigan entrepreneurs and business people would be hard pressed to explain just what a secured transaction is or the Michigan legal rules that govern these sorts of transactions...

Some Issues for a Michigan Business to Consider When Deciding Whether to Enforce a Non-Compete Agreement

Posted on March 21, 2008
The Michigan Antitrust Reform Act provides for the enforcement of properly prepared and implemented non-compete agreements. A Michigan business that wants to enforce a non-compete agreement can start a legal proceeding and obtain an injunction to prevent the breach of the agreement...

How to SCORE a Valuable Resource for Your Michigan Small Business

Posted on March 19, 2008
One of the biggest challenges for owners of Michigan small businesses is obtaining sound guidance and advice in running and growing their companies. Any Michigan small business owner struggling with this issue should seriously consider taking advantage of the resources SCORE offers...

New York Times Reports on The U.S. Supreme Court's Friendly Stance Toward Business Interests

Posted on March 17, 2008
The New York Times Magazine has published a piece detailing the apparent strengthening of businesses interests before the U.S. Supreme Court. In the article, the Times profiles the efforts of the U.S. Chamber of Commerce in its advocacy of business interests before the United State Supreme Court...

How a Michigan Corporation Can Prevent Its Corporate Veil from Being Pierced

Posted on March 14, 2008
One of the main reasons businesses are conducted through corporations is to protect owners from personal liability for company obligations. Preserving limited liability is one of the most important aspects of operating a corporation because protection from liability can be lost unless certain formalities are observed...

Are Electronic Contracts and Signatures Enforceable in Michigan?

Posted on March 12, 2008
As we all know, any prudent business person will get any important agreement in writing. But in this day and age what does it mean exactly to get something in writing? Many businesses do much of their communication electronically, and may exchange physical paper documents only on a very rare occasion...

Civil Rights Laws that Michigan Businesses Must Be Aware of and Follow

Posted on March 10, 2008
We've all read the headlines where a particular business is charged with discriminating against one of its employees. Even if the charges are not true, being the subject of this kind of legal action can be devastating for a business. One of the best ways a business can protect itself against these kinds of charges is to be aware of the various state and federal civil rights laws that protect workers and implement procedures to ensure compliance...

Using Confidentiality Agreements to Protect Sensitive Information When Negotiating the Sale of a Michigan Business

Posted on March 07, 2008
It is the dream of practically every entrepreneur: build up their business and sell it for big bucks. In order to sell a business, the business owner has to talk with potential (or actual) suitors, negotiate the deal, and exchange certain information so that the parties can know whether the proposed sale is right for them...

How Will a Michigan Court Interpret Your Contract if There Is a Dispute As to Its Meaning?

Posted on March 05, 2008
Many people assume that when they have a written contract with someone else that any disputes about their agreement will be resolved simply by reading the contract itself. Sometimes this instinct is right. Indeed, Michigan state courts and federal courts applying Michigan law have generally ruled that the most reliable indication of the parties? intent is the language of the contract itself...

Chrysler Appealing Plastech Ruling

Posted on March 03, 2008
Crains Detroit Business is reporting that Chrysler L.L.C. will appeal a Detroit federal bankruptcy court's order that it cannot retrieve equipment from the premises of Plastech Engineered Products Inc. Plastech filed for bankruptcy protection last month...

The Michigan Litigation Process - Appeals

Posted on February 29, 2008
This is the sixth and last post in my series on the Michigan litigation process. Once a case has gone to trial and a judgment has been entered, the losing party has the right to appeal the judgment. In Michigan, there are two levels of appellate courts: the Michigan Court of Appeals and the Michigan Supreme Court...

The Michigan Litigation Process - Trial

Posted on February 27, 2008
This is the fifth post in a series of posts on the Michigan litigation process. If a judge does not grant a party summary disposition, and the parties do not settle, the case proceeds to trial. A trial starts with each party giving its opening statements...

The Michigan Litigation Process - Request for Summary Disposition

Posted on February 25, 2008
This is the fourth post in a series on the Michigan litigation process. Once discovery has been completed (and sometimes before), the defendant or plaintiff (or both) will typically ask the court to rule in their favor as a matter of law, without a trial...

The Michigan Litigation Process -- The Discovery Phase

Posted on February 22, 2008
This is the third in a series of posts about the Michigan litigation process. If a Michigan litigation case proceeds past the initial pleadings phase, the next phase is what's called the "discovery" phase. Discovery is where each party has the chance to gather facts and information needed to prove the various points of their respective cases...

The Michigan Litigation Process -- Initial Pleading Stage

Posted on February 20, 2008
This is the second post in a series of posts about the Michigan litigation process. The first stage in a typical lawsuit is the filing of initial pleadings. A lawsuit is started when the plaintiff files a complaint with the court. If a plaintiff wants to have a jury decide the case, they must also file a "jury demand" at this initial stage of the case...

The Michigan Litigation Process - An Overview

Posted on February 18, 2008
This is the first in a series of posts about the Michigan litigation process. At some point, an entrepreneur or small business may find themselves either a defendant in a lawsuit or contemplating filing a lawsuit against someone else. No one should feel hesitant or embarrassed to hire a lawyer to pursue a legitimate claim or file a legitimate lawsuit to protect their rights...

Michigan Governor Signs Bill Letting Legal Immigrants Get Driver Licenses

Posted on February 15, 2008
Governor Granholm signed a new law today that allows legal immigrants who temporarily reside in Michigan to resume getting driver licenses. At this point, it's unknown how soon the necessary rules can be written and adopted so the Secretary of State's office can resume issuing licenses to legal immigrants who aren't permanent residents in Michigan...

The Devil's in the Details When It Comes to Michigan Arbitration Agreements

Posted on February 13, 2008
Arbitration agreements are becoming more and more common in a wide variety of Michigan contracts. The reason why arbitration is becoming so popular is that it is seen as generally being a faster, cheaper and less disruptive method for resolving business disputes than traditional litigation in the courts...

Michigan Sues Tyco for Pension Fund Losses

Posted on February 11, 2008
A report in Crain's Detroit Business notes that the State of Michigan is suing Tyco International, four of its executives, and its auditors for $50 million in losses in Michigan state pension funds. Tyco manufactures a wide variety of products such as electric components and health care products...

Michigan Stock Purchase Transactions and Asset Purchase Transactions

Posted on February 08, 2008
When a business acquires another business, it can generally be done in one of two ways: a stock purchase or an asset purchase. A stock purchase is just that, a purchase of the selling company's shares of stock (assuming it's a corporation). Along with ownership of the company's stock comes ownership of its assets and its liabilities...

IRC Section 1244 Stock: An Easy Way to Convert Capital Losses to Ordinary Losses

Posted on February 06, 2008
Although no one starts up a business with plans to fail or lose money, the success rate statistics for new businesses can be daunting. That's why Section 1244 stock should be on the mind of every new business owner who organizes their business as a C corporation...

The Importance of Preparing the First Drafts of Your Agreements (Whenever Possible)

Posted on February 04, 2008
How many times has this happened to you? You've deftly negotiated a terrific deal for your small business with a very tough adversary. The time has come to put your deal in writing. Your adversary generously offers to have his or her lawyers handle the first draft (after all he or she says, it's only the first draft, and this will save you legal fees)...

US Department of Labor, Bureau of Labor Statistics Provides Website with Detailed Michigan Economic and Business Information

Posted on February 01, 2008
As Sir Francis Bacon noted long ago: Knowledge is power. This is especially true for small businesses and their owners. Getting the correct, and timely, business and economic information can make the difference between merely surviving and thriving...

Michigan Corporations and Limited Liability Companies (LLCs) Provide Owners with Limited Liability

Posted on January 30, 2008
One of the main reasons people form Michigan corporations and limited liability companies (LLCs) is to protect themselves against personal liability for the obligations of their businesses. Under Michigan law, the risk of an owner of either a corporation or LLC is limited to their investment in the business...

Tax Issues in Converting a Michgian C Corporation to an S Corporation

Posted on January 28, 2008
One advantage Michigan C corporations have over S corporations is the ability to reinvest profits in the corporation at a lower tax cost than S corporations. This is because the current lowest corporate income tax bracket is 15% for profits up to $50,000...

How to Make Sure Your Michigan Contracts for Buying or Selling Goods Are Enforceable

Posted on January 25, 2008
Under Michigan law, a contract for the sale of goods over $1000 must be in writing to be enforceable. The Michigan law covering this topic is known as the statute of frauds section of Michigan's Uniform Commercial Code (UCC). The specific requirements are: 1...

Michigan Businesses Should Consider Using Non-Compete Agreements to Keep Their Competitive Advantage

Posted on January 23, 2008
We've all heard the horror stories about businesses entrusting sensitive and private company information to employees, only to have those employees leave the company and use its sacred data to compete against the very company who provided it to them. This type of event can have a devastating effect on small businesses...

Michigan Lawyers Weekly Rates Michigan Supreme Court Justices

Posted on January 21, 2008
In its "first ever high court performance survey", the prominent Michigan legal journal Michigan Lawyers Weekly has released the results of its survey of lawyers who practice before the Michigan Supreme Court regarding the quality of the justices who sit on the state's highest court...

Michigan Department of Labor and Economic Growth Provides Stellar Business Information Website

Posted on January 18, 2008
Most business people in Michigan these days can be heard grousing about the sorry state of Michigan's government. While I agree with most of these complaints, there is one thing that the state government in Michigan has done a fantastic job on. It's the Department of Labor and Economic Growth's web page for its Bureau of Commercial Services...

Tax Pitfalls of Michigan C Corporations

Posted on January 16, 2008
My last post may have given the impression that everyone should be rushing out to structure their business as a C corporation. So, in this post, I thought I would follow up with some cautionary information regarding some of the negative tax aspects of running a business as a C corporation...

Comparison Between a Michigan C Corporation and a Michigan S Corporation

Posted on January 14, 2008
Usually the most important factors that go into a business owner's decision to incorporate have nothing to do with tax issues. Rather, most business people incorporate because they want to shield personal assets from trade creditors and litigation. (Corporate stockholders, unlike sole proprietors, are not personally liable for business obligations...

Commercial Lending 101 for Michigan Business Owners

Posted on January 11, 2008
At some point, virtually every business will need to borrow money to finance its operations or expansions. Financing can be used to fund working capital or other financial needs such as funding inventory, equipment, buildings, plants, and general business growth...

Remedies for Michigan Minority Shareholder Oppression

Posted on January 09, 2008
Most Michigan businesses start off with much optimism and good will among the owners. Everyone is on the same page and shares a vision for making the business a wild success. However, as with many things, once the honeymoon phase of the venture ends, the owners may wind up not having as much in common as they thought...

Michigan Business Owners Should Have Succession Plan in Place

Posted on January 07, 2008
A typical Michigan business owner has invested a tremendous amount of time and energy into building up his or her business. But, many neglect one of the most important things they can do to protect their business and their families: succession planning...

Advantages of Doing Business as a Michigan Corporation Instead of a Michigan Limited Liability Company

Posted on January 03, 2008
While limited liability companies (LLC's) are the right choice of entity for many Michigan businesses, in some situations, using a corporation instead of an LLC may be the better choice. This post discusses some of the specific advantages for a Michigan business to use a corporation instead of an LLC to conduct its affairs...

Michigan Businesses Should Protect Their Trademarks

Posted on December 27, 2007
Many business owners don't realize that one of the most important business assets in their company may not be a physical asset. Rather, it very well might be an intangible asset like a trademark. A trademark can be a business's name, logo, or any other symbol or device that distinguishes that business or its products in the marketplace...

A Resource for Michigan Businesses to Get Information on Minimum Wage Laws

Posted on December 21, 2007
The U.S. Department of Labor has posted a very useful tool for businesses to research minimum wage laws that may apply to them. This tool is an easy to use minimum wage law map on the Department of Labor's website. To find the information, simply click on the desired state and the basic minimum wage rate appears, along with any applicable laws...

Ninth Circuit Court of Appeals Affirms IRS Position Disallowing Deductions for Rental of Real Estate to Corporation

Posted on December 19, 2007
One fairly common technique for owners of closely held businesses to extract additional tax-advantaged income from their companies has been for them lease real estate or personal property to their businesses. This kind of rental permits the owners to withdraw money from the business without it being classified as salary or dividends...

Michigan Businesses Should Be Careful When Using Contracts to Say Workers Aren't Employees

Posted on December 17, 2007
Many Michigan businesses use contracts to stipulate with certain workers that they are independent contractors and not employees of those businesses. But, businesses using contracts in this way need to be very careful. Contracts classifying workers as independent contractors instead of employees have no tax effect...

Consider Giving Your Michigan Business a Legal Checkup

Posted on December 14, 2007
As the end of this year approaches, you are likely involved in reviewing the various aspects of your business's financial and operational health. Likewise, you should consider giving your business a legal checkup. Legal checkups, or legal audits, are something like an accountant's financial audit or medical examinations given by a physician...

Specific Advantages to Having a Buy Sell Agreement for Your Michigan Business

Posted on December 12, 2007
In my last post, I discussed the basics of buy sell agreements. In this post, I will explain some of the specific advantages to having a buy sell agreement between the owners of a closely held Michigan business. 1. Creating a Market for Selling Partner's Interest...

Should You Have a Buy Sell Agreement for Your Michigan Business?

Posted on December 10, 2007
Most entrepreneurs have their hands full actually running their businesses. It's not uncommon for entrepreneurs to leave planning for contingencies for later. But, it is important to make plans to protect your family should the unthinkable happen. One way to do this is to have a buy sell agreement with your business partners that will protect your family's interests if you become disabled or die...

IRS Extends Fast -Track Settlement to Small Businesses and Self-Employed Taxpayers

Posted on December 07, 2007
The IRS has extended fast-track mediation of tax controversies to include small business and self-employed taxpayers. The IRS touts its fast-track mediation program as its attempt to meet taxpayer needs by resolving controversy at the earliest resolution point within the IRS...

Should You Incorporate Your New Michigan Business in Delaware or Nevada?

Posted on December 05, 2007
Occasionally I am asked by clients if it might be advisable for them to incorporate their new business in some exotic locale such as Delaware or Nevada. Some of these clients have heard that many large Fortune 500 type businesses were incorporated in Delaware, even though their headquarters and principal places of business are located elsewhere...

How to Properly Sign a Contract

Posted on December 03, 2007
You've negotiated an important agreement, you've reduced it to a written contract, and now you are ready to sign on the dotted line. Most people think that actually signing a contract is a mere formality. However, it is important not to let your guard down at this point...

Liquidated Damages Clauses in Michigan Business Contracts

Posted on November 30, 2007
In a contract, a liquidated damages clause simply limits the amount of damages that one party to the contract will be liable for in the event that they breach the contract or somehow cause harm to the other party to the contract. This type of clause is appropriate when the circumstances are such that it would be difficult to determine how much the actual damages suffered actually are, or if the damage amount would be purely speculative in nature...

A Michigan Corporation Can Be Represented in Court Only by an Attorney

Posted on November 28, 2007
For reasons that remain unknown to me, many people try to represent themselves in court. I certainly understand that good legal representation can be expensive, but I still believe that the final cost of a layperson representing themselves in court is usually far more than the expense of hiring a good lawyer to protect their interest...

The Basics of Michigan Usury Law

Posted on November 26, 2007
What in the world is Michigan usury law? Basically, it's the law that prevents lenders from charging unfair interest rates to borrowers. This law is a very important regulation on loan agreements entered into in the State of Michigan. However, Michigan's usury law is not always easy to locate or understand...

Choosing a Name for Your New Michigan Business

Posted on November 21, 2007
Many entrepreneurs do not understand that the process of naming their new venture involves a number of legal considerations. These considerations are both procedural and substantive, and depend on the type of entity that is being named. Where a business files its name depends on its legal structure...