Into The Trenches - 10 Rules of Preventative Lawyering

Ten Simple Rules From The Perspective Of A Business Lawyer Knee Deep In The Mud


1.) “Good lawyer” is not an oxymoron. Hire a good, experienced attorney. “Preventative lawyering” is one of the best investments you can make in your business. Building a business without good legal counsel is like building a skyscraper without a structural engineer.

2.) Protect Yourself From Personal Liability. Consider protecting yourself from personal liability by forming a corporation or limited liability company to own and operate your business. If property formed and maintained, the entity (and not you, personally) is responsible for the debts of your business and your personal assets should stay well out of the line of creditor fire.

3.) Use Insurance. While we are on this personal liability issue, find a reputable insurance agent and discuss with him or her exactly what insurance is available to protect you against liability for claims against you and your business.

4.) Read the Fine Print. Let me say that again: Read the fine print. You’ve heard this before, but there’s a reason. We lawyers like to say that the deal is in the details and we are right.

5.) Avoid Personal Guarantees. Now, having said that, I appreciate the realities of business and know that sometimes it is just not possible to do your deal without personally guaranteeing some obligation, whether it be your lease or a line of credit. If that’s your story, try to negotiate some limitation on the extent of your liability. For example, consider a cap on your financial exposure and/or limit your guarantee to a fixed number of years.

6.) There is No Such Thing as Boilerplate. Do not buy into the myth that there are boilerplate documents out there which can be used to save you professional fees. As a general rule and speaking from experience, “boilerplate” is just another way of saying “cut and paste job”.

Sometimes these boilerplate provisions can be relevant, sometimes not. However, I can assure you that often buried in the “boilerplate” are all sorts of clauses that do not work for your deal and/or may, in fact, be detrimental. In a perfect world, you would have your lawyer draft up your documents. If you have decided to pass Rule #1, then carefully read all of these other Rules and strictly apply.

7.) Don’t Pretend to Know. Ask questions of your lawyer and anyone else with a pulse. Knowledge is power. Now is not the time to be shy.

8.) The Pre-Printed Form is Not Sacred. Just because you are presented with a pre-printed
form does not mean that some or all of the terms are not negotiable. Refer to Rule #4 above and then refer to Rule #9 below.

9.) Negotiate Where Appropriate. Business is about win-win. Make this your mantra. Now, repeat this mantra as you step into negotiate your deals. In other words, be judicious (pun intended) in your negotiating. Focus on the points that are critical to your success. Don’t spend psychic energy fighting for the little things and lose sight of the big picture.

10.) When You Are Sensing Trouble, Get Help. Don’t wait until you can see the whites of their eyes. Many business problems can be resolved in the early stages. However, the longer you wait to address an issue, the more warts it will grow and the more expensive it will be to resolve. Understand that using your lawyer and other professionals comprising your team at the early stages is money well spent.


**This great article was contributed by Gay L. Harwin Esq.

Gay Harwin.is general counsel to Lucky Napkin and founder of The Harwin Law Firm an internationally respected firm representing local, national and international businesses and their executives in all aspects of operations and recognized expert in the area of start-up enterprises. Ms. Harwin is also a member by invitation of several Federal Government regulation organizations and still makes time for her philanthropic work representing such organizations as the Elton John AIDS Foundation and Planet Hope.

Gay L Harwin Law Offices - 9454 Wilshire Blvd # 707, Beverly Hills, CA

Five Things To Ask Yourself To Determine If You Really Have A Great Idea

Five Things To Ask Yourself To Determine If You Really Have A Great Idea

1. What problem does your "Great Idea" solve?

A truly "Great Idea" solves a problem or fills a need. When sharing or showing someone your idea, a good rule of thumb is the longer it takes someone to "get it" the less likely it is a great idea. If this is the case, you may have some fine-tuning to do or may even go back to the drawing board.

2. How is the problem currently being solved?

If you have come up with a "Great Idea" to solve a problem chances are so have a million of other people. Do your homework! Start with Google searching on every possible combination of words that describe your idea, look in all categories, all different type of wording to not only see if your concept and product is already out there but to see how and what consumers are already buying and doing to solve the problem. Knowledge is power and you can never know too much about your idea and the categories it is in.

3. How does your idea compare to other solutions for the same problem?

Compare your great idea to the current solutions on the market from a time, cost and convenience perspective. Create an easy to follow chart (current solution vs. my great idea. Ask people you know, who can be objective which way of solving the problem they find easiest and most willing to do. (Do not influence them)


4. Who are you? What are your strengths and weaknesses?

Make two lists. One list should be all the adjectives that best describe you; (i.e. organized, salesperson, closer, number oriented, detailed, etc.)

The other list should contain all the things you think you are good at. Then ask five people close to you to answer the same questions about you. Compare the lists. The answers that are on your list that most match the descriptions by other people are probably the most accurate of who you really are. The ones that have no matches are things you need to reconsider if they truly are "you".

If there are things on multiple lists that match and none on your list, you also need to consider that as strength that you may not have thought you had. Do not be fooled that you are master of all things. No one is. The trick is to have a crystal clear (and honest) view of who you are.


5. Find the people to fill in the gaps to your list - your talent pool.

Now that you have an objective look at who you are and what your good at, you need to start finding people with the skill sets you are missing to join your team. Unfortunately, many times like people attract like people and in the case of a business building this does your idea a disservice. You need opposite and a variety of skill sets in order to complete your idea in order to launch with the most chance of success.

I have a great idea… Now what? (The Next Step)

I have a great idea… Now what? (The Next Step)

As a successful entrepreneur and now co-founder of Lucky Napkin the country’s premiere venture catalyst company, this question is by far one of the most frequent we hear. It seems that average inventors and aspiring entrepreneurs everywhere are befuddled in a process that the books, CDs, TV shows and free money seminars would have you believe is easy. But the reality is that “easy” is the furthest thing from the truth and in fact the process from inspiration to creation can be down right daunting.

My belief on why such a monumental task is said to be so simplistic is quite straightforward really, it all has to do with relative levels of experience and thus the anxiety that consumes us when faced with a new task outside of our familiarity. While the “experts” are right in one way, the general concept of taking an idea from mind to market or concept to creation is “simple” when you lay it out step by cautious step, the practicality of actually doing it with your own idea is one of the most difficult tasks one can take on in their life.

Birthing an idea, a really great one, is truly akin to conceiving, carrying and bringing a child into the world. Starting on the first day you discover your great idea the anxiety, fear, trepidation, doubt, joy, hopes, dreams and aspirations all become one giant bundle of emotions that you carry with you and effect every decision you make. Each step along the way and each conflicting piece of advice you read or receive creating an internal turmoil that at times makes it almost impossible to move forward.

I for one don’t have a handyman’s bone in my body. Although I consider myself incredibly resourceful and like to believe I can accomplish anything, when it comes to working on my home, or landscaping my own yard I am nearly crippled with anxiety. I can watch those home makeover shows, gain mountains of inspiration, fill my head with confidence and even create a simple plan to change a room or my whole house. Then I’ll take that inspiration to Lowes or Home Depot and buy hundreds of dollars worth of tools and supplies; get home, break down a wall with gusto, hit the first obstacle, get frustrated, try again, meet another obstacle then call a professional to clean up my mess while I wallow in self pity at my continual home improvement failure cycle.

You see, while its true most handyman jobs around the house and even building an entire house can be considered “easy” to some, it can be monumental to most an frankly downright impossible to others. The same is true for idea development. Bringing an idea to market is not an easy task and don’t let anyone convince you otherwise. In fact I can introduce you to many bankrupt aspiring entrepreneurs who thought they could just follow the steps in the book and make millions, only to get road blocked half way with insurmountable obstacles that cost them their life savings before they finally came to the conclusion that the original idea they had would never work in the first place and by then it was too late.

So then what is the answer to the proverbial question you ask, “What do I do next once I have come up with a great idea?” Well to that I say my answer will always be the same. For get buying books, CDs or thinking you’ll cull together the answer from a bunch of web sites. The real answer is actually simple, “Validate the idea with unbiased professional assessment.”

Most business fail and most ideas never get off the ground for one simple reason and it is not for lack of funds as some might have you believe, it is for lack of a fully vetted and verified idea. Just like with my personal failure cycle with home improvement projects, idea venturing requires the same type of careful forethought and professional assessment of a project with strong consideration for your own personal talents and resources at your disposal.

Yet like my personal penchant for biting off more than I can chew and being caught up in the inspiration without thought for the perspiration required, most aspiring entrepreneurs and inventors too get caught in the ego trap of their love for an idea. But the fact remains if they were simply to take a good hard look at their idea and get proper professional assessment up front before investing too many dollars into just running full steam ahead, they might easily learn that their great idea is not actually great for them or worse that its not actually great at all and maybe even being done already someplace else.

Although I am a firm disciple of “The Power of Positive Thinking.” And a person who will tell everyone I meet that they already have the power inside of them to take them where they want to go, I am also just as firmly a believer in rational, practical thought and realize that the will to do something alone is not enough to get you over the top. Regardless of the amount of motivation you have for your great idea, and how easy the experts make it appear on TV, in books and magazines, don’t let yourself get caught in an ego trap.

Once you truly believe you have a great idea, make sure you seek and find competent, professional and unbiased advice to help you evaluate it to its fullest. Then decide what to do next.While I cannot guarantee you that you success if you follow my simple advice, I can personally guarantee you that if you proceed full steam ahead with your idea without first asking the right questions to the right people you will increase your chances of failure 100 fold. Take the time to listen, learn, develop and adapt. The investment you spend in doing so now, just may make you millions in the future.