Corporate Formation & Governance
We’re a financial litigation firm.
Our job is to sue companies, punch through their defenses and get to the gold. Protecting a company and its owners/investors from personal liability and invasion of privacy, and setting it up for success is not black and white. It’s a game of how much time, money and effort you will spend to protect yourself and accommodate your investors vs. how much time, money and effort your opponents will spend to defeat your protection.
There is no silver bullet. Many companies fall down like dominoes when they get sued or investigated. The owners are terrified, even when they have done nothing wrong, and it impacts their health, marriage and family life. It effects employee morale greatly. It’s an emotional battle, not just a legal and financial one.
We can help you to set up a strong, affordable, safe and reliable business that will allow you to meet your capital raising goals as well as protect you from problems raised by customers, activists, government agencies, creditors and fellow owners and shareholders. You will need to follow the proper procedures to keep the protections in place, and you will need to re-evaluate the structure every so often – when your income goes up significantly, when you raise capital, if you must file for bankruptcy, or when you have major changes in your business model, assets or liabilities.
If you’re serious about building a long-term, successful business and want to work with lawyers whom you can both afford and rely on to keep you protected on judgement day (no pun intended!), call us at 646-326-9971.
Non-Profit & Foundation Law
Non-profit organizations are like for-profit organizations except…
…everything is more difficult once you gain your 501(c)(3) status and don’t have to pay any taxes on your real estate, or income which relates to your core mission. There are rules governing the operations of your non-profit and the duties of your board members. You have to file very extensive paperwork with the government each year which is fully available to the public. The New York State Attorney General has a charities bureau which is one of the most active in the nation, if not the most active, and audits/investigations of non-profits are common in their first few years.
Most of the time the people who run it did not intentionally do anything wrong, but they just had no idea what their duties and responsibilities were as officers, directors and managers. The saddest, maybe the most ridiculous part of the whole thing, is that the people who start the non-profit make all the rules and a lot of the time people get in trouble for breaking the rules that they themselves made!
The issue is that you make rules, and hypothetically the foundations or individual donors who give you money have done so because of your mission and your commitment to a set of rules which they believe in. So when you don’t follow them, you have broken the public trust and potentially the law. There are also many rules that are set by default unless you change them in your bylaws.
Point being, there are a lot of people who are happy to set up your non-profit for you. But are they really going to put in the time to help you answer the tough questions and plan an individualized structure that will work for you and your donors and enrich the causes you care about rather than crater your efforts just when you start to become successful?
Call us for a free consultation at 646-326-9971.
Franchise Law & Litigation
There are 3 types of outcomes you can get when investing in a franchised business.
The first, which rarely happens, is that the business model is ingenious, the market is wide open, the terms of your agreement with your franchisor are reasonable, you get in early and make a fortune.
The second, which often happens, is that the business model is legitimate, but by the time you’re done paying all the fees to the franchisor each month plus your local expenses to operate the business, and fighting off all the other franchisees who are way too close to you, the profits are slim, the break-even point is a year or two off, and realistically you’re not truly seeing the benefit until you own quite a few locations.
The third and most unfortunate option is that you just lose your life savings and have to file bankruptcy on all the loans the franchisor hooked you up with to finance your investment to begin with. This is also a very common occurrence and it happens for many different reasons. Sometimes the franchisor just takes away your location and you’re stuck with your investment and none of the benefits, sometimes they authorize so many competing locations that you can’t survive and sometimes the business model doesn’t work for you, or doesn’t work at all. Sometimes the franchisor just goes belly up.
The bottom line is that buying a franchise is an intense negotiation involving a lot of financial analysis and legal due diligence. People do very well in franchising, but it’s usually not by accident. It’s usually through street smarts, industry experience and negotiating power.
Call us at 646-326-9971 for a free consultation and do yourself a huge favor.
Internet-Related Business Contracts
A lot of lawsuits originate from internet-related agreements.
This happens because you’re doing business all over the country or the world with people you’ve never met who use your product or service in ways that you could never anticipate or believe happen in the real world.
The question becomes how well your contract and business structure will withstand challenges not just from honest consumers, but from consumer groups, activists, government agencies suing over state and local laws, law firms that specialize in harassing and extorting honest business owners by seeking out unintended violations of various laws intended to punish some entirely different set of circumstances but which inadvertently cover your company, and totally negligent actions by your own employees which break laws and pin liability right on you in some circumstances.
On a different note, how you handle all kinds of issues from data ownership to intellectual property rights to assignment clauses has an enormous impact not just on your legal liabilities, but also on your firm’s value to acquirers and investors. Most consumers and businesses don’t think too much about what they sign and so you have all the options. But if you don’t play your hand well, you could lose a lot.
Call 646-326-9971 now and speak to a good firm that will really help you.
Intellectual Property
Intellectual property is very, very valuable.
Your intellectual property may be 99% of your net worth. It can include your image, you brand, your copyrights, trademarks and patents, your visual designs, photographs, music, computer code and so many more things. Intellectual property is also highly complex because it is a bundle of rights, not a single right. You can use your rights any way you want from licensing them to an infinite number of people for a recurring fee to selling everything to one company.
Depending on how you structure your intellectual property rights you could make your company highly lucrative to buyers and investors and create huge revenue, or paralyze your long-term ability to benefit from your investment of time and energy and be far less than you could have been.
If you need to protect your intellectual property, we’re a good firm to work with because we’re litigators. It’s our job to figure out what people’s assets are worth and how they can best be monetized for the benefit of their creditors. We have a level of knowledge and understanding that comes from seeing how intellectual property disputes play out in the real world that attorneys would not have who file the papers and never know what came of it.
If you have valuable intellectual property that you wish to protect, please call us for a free consultation at 646-326-9971.
Business Purchase, Sale & Financing
Buying and selling a business is complicated on many levels.
Not the least of which is the level of due diligence which is required on the buyer’s behalf. As the seller, you need to incentivize the buyer to give you the most cash upfront and assume the most liabilities possible so you can move on with your life. As the buyer, you want the most security possible that you’re getting a real business with the sustainable cashflow, liquidity and profitability that the financial statements indicate are there.
If you need a truly excellent lawyer who will maximize your benefits and shield you from liability, you should seriously think about us. Wer’re financial litigators and we understand the ramifications of business transactions a lot better than other attorneys might.
We know how to look behind the numbers and the words of the contract and see what’s really going on. We know for many industries what the numbers should be and what the real risks are, and what will be involved in protecting against them. We know how to evaluate the company’s past litigation and current risk management to determine what its future liabilities are likely to be. Sometimes you just have to factor in the cost of insurance, sometimes the liability risk is so high that you must weigh it against the entire value of the deal.
If you’re looking for a sophisticated, experienced attorney to handle the purchase or sale of a business, please call 646-326-9971 for a free consultation.
Employment Law & Litigation
Bradley R. Bailyn, Esq. , Founder
Bailyn Law provides comprehensive legal and advisory services in the fields of bankruptcy and out-of-court debt workouts. We serve companies and individuals who wish to restructure their businesses or their finances to improve liquidity and increase profitability. We also advise creditors seeking to protect their legal rights and economic interests.