On Facebook this morning I saw a picture of a coffee mug that said, “Please do not confuse your Google search with my medical degree”. My first thought was “same, but ‘law degree’” The internet has given the appearance of making complex subjects simple. This is my opinion and it’s based on 22 years of practicing business law: online business documents are useless to laypeople for a number of reasons.
I’ve never hidden what I do as a business law / transactional attorney: I work off of forms too, many of which are decades old. They’re tried and true. But my experience and training come to play in a number of ways beyond just pulling a form off the web.
Here’s why I think online business documents are a bane to the non-attorney:
• They give the impression of simplicity to very complex subjects. An example is a non-competition agreement between an employee and employer. One could find hundreds online. Just on that subject alone – non-compete agreements – considerations I would make in drafting one after consulting with my client include: what is the appropriate duration of the agreement; what is the appropriate geographic location limited by the agreement; what are proper limitations on scope of services in which the ex-employee could engage; whether the agreement was a proper contract; whether it could actually be enforced for various reasons. I could go on for days.
• Similarly, online business documents can give the impression of complexity where there may not be a need for it. One can find Chrysler, LLC’s Operating Agreement online. It’s over 80 pages. That is really complex. But if you’re looking to form a simple LLC, the Operating Agreement doesn’t need to be that complex. The form I start with is about eight pages. I then consult with my client to find that middle ground that is appropriate for my client’s business.
• They can steer a business in a direction that may be inappropriate for that kind of business. Does the business need to form a corporation, an S-corporation, an LLC, a professional corporation, joint venture, partnership? Is the business legally eligible to form one of these? A client may pick the wrong entity because one is cheaper than another; one appears simpler; one just sounds better. An experienced business attorney such as myself will listen to the client’s needs, both present and future, and advise them on an appropriate entity.
• What you get doesn’t include what you’ve left out. Let’s say by accident a business finds an appropriate By-Laws online for its corporation. What next? This is where I bring value to the client. Do shares need to be issued and how is that done? Does a corporate Record Book need to be set up? Do patents and inventions need to be assigned? Are there appropriate employment contracts or independent contractors agreements to be drafted? It’s a long list, and the consequences of missing an element could be really bad.
I’ve practiced business law of all sorts for over 20 years. I’m familiar with the various business entities, the laws and statutes governing them, and I’ve probably done what you want to do with your business. I listen to my client’s needs and counsel them toward the legal products they need to legally and efficiently run their business. If you’re in the Western North Carolina / Asheville area, call me if you have any questions at (312) 671-6453.