Small Business, Franchise & Non-Profit Attorneysworking alongside ethical professionals and entrepreneurs to create a better world

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  • Business Startup And Governance

    Business Startup And 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.

    • LLC Formation
      LLC Formation

      Structuring an LLC for maximum protection is complex but immensely valuable.

    • Delaware Incorporation
      Delaware Incorporation

      Delaware incorporation is costly but may offer useful specialized protections

    • Professional Corporations
      Professional Corporations

      Forming a PC is the first step in protecting professionals from liability.

    • Professional LLC
      Professional LLC

      A PLLC offers effective protections when combined with additional strategies.

    • Limited Liability Partnerships
      Limited (Liability) Partnerships

      LPs & LLPs offer major protection for investors when formed & managed well.

    • S Corporations
      S Corporations

      S corps protect assets while avoiding double taxation (corporate & personal).

    • C Corporations
      C Corporations

      There are good reasons to form C corps. We’ll help you structure the company.

    • Non-Profit Corporations
      Non-Profit Corporations

      Forming non-profits takes time & needs to be done carefully. Let us help you.

    • Shareholder Agreements
      Shareholder Agreements

      A clear shareholder agreement can prevent disruptive management disputes.

    • Bylaws
      Bylaws

      Bylaws govern important decisions & determine corp’s asset protection value.

    • Operating Agreements
      Operating Agreements

      The operating agreement sets the rights of partners & creditors so be careful.

    • Buy/Sell Agreements
      Buy/Sell Agreements

      Major changes in ownership can damage the company. Succession planning is key.

    • General Counsel Services
      General Counsel Services

      Flat-fee outside counsel meets your needs for less money than inhouse counsel.

    • Drafting Corporate Minutes & Resolutions
      Drafting Corporate Minutes & Resolutions

      These are essential business records w/ major legal ramifications. Be careful.

    • Stock Sharing Plans
      Stock Sharing Plans

      Stock sharing plans are complex and should only be drafted by legal counsel.

    • End User Licensing Agreements (EULA’s)
      End User Licensing Agreements (EULA’s)

      Draft/review of the heart of your intellectual property monetization strategy.

    • Shareholder Litigation & Disputes
      Shareholder Litigation & Disputes

      When fiduciary duty is breached, speedy, effective legal action is necessary.

    • Negotiation Services
      Negotiation Services

      Getting to yes is both an art & a science in which we are quite accomplished.

    • Business Planning & Analysis
      Business Planning & Analysis

      Benefit from our immense knowledge and broad experience in law and business.

    • Partner Loan Documents
      Partner Loan Documents

      Loan documents have strict requirements & are often voided for bad legal work.

  • Non-Profit and Tax-Exempt Organizations

    Non-Profit And Tax Exempt Organizations

    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.

    • Forming a Non-Profit Corporation
      Forming a Non-Profit Corporation

      Help your cause faster by using a great law firm to form your non-profit

    • Prepare & File Application for Tax-Exempt Status
      Prepare & File Application for Tax-Exempt Status

      Do it right the first time. Avoid delays, rejections & painful tax liabilities.

    • Prepare Grant Policy, Gift Policy & Associated Application Form
      Prepare Grant Policy, Gift Policy & Associated Application Form

      Proper policies are essential to protect charity fiduciaries from liability.

    • General Counsel Services
      General Counsel Services

      Sage legal guidance year ‘round that avoids the cost of in-house counsel.

  • Franchises

    Franchises

    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.

    • Purchase & Sale Agreements
      Purchase & Sale Agreements

      Franchise agreements are negotiable and they’re stacked so you better do it!

    • Purchase & Sale Advisory
      Purchase & Sale Advisory

      We underdstand the totality of our investors’ portfolios & advise accordingly.

    • Due Diligence
      Due Diligence

      Franchise due diligence is important. Lawsuits and bankruptcies are common.

    • Franchise Disclosure Agreements
      Franchise Disclosure Agreements

      We both review and draft this critical disclosure required of all franchisors.

    • Document Preparation
      Document Preparation

      We’ll assist you with complex applications with unclear rules & consequences.

    • Compliance Training
      Compliance Training

      We’ll train the staff to comply with the law and the rules of the franchise.

    • Software & Equipment Licensing
      Software & Equipment Licensing

      We help you negotiate group contracts for your franchise including licensing.

    • International Franchising
      International Franchising

      We have overseas partners to help you expand and comply with additional laws.

    • Training
      Training

      We’ll provide instruction on any legal, ethical, or risk management issues.

    • Entity Formation
      Entity Formation

      Business has risks. We’ll help you select the right form to manage your risks.

    • Single or multi-unit acquisitions
      Single or Multi-unit Acquisitions

      We evaluate estoppel certificates, leases, and conduct other due diligence.

    • Real Estate Development Agreements
      Real Estate Development Agreements

      Make sure multi-partner agreements are well-documented & fully complied with.

    • Trademark Registration
      Trademark Registration

      Intellectual property is the crown jewel of your franchise. Guard it well.

    • Copyright Registration
      Copyright Registration

      Franchisees are paying for copyright use so protecting it is a legal duty.

    • General Counsel Services
      General Counsel Services

      Flat-rate as-needed outside legal services for franchisors & big franchisees.

  • Intellectual Property

    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.

    • Trade Secrets
      Trade Secrets

      The government disfavors restraints so protect trade secrets with specificity.

    • Non-Disclosure Agreements
      Non-Disclosure Agreements

      We’ll craft enforceable agreements to safeguard your valuable trade secrets.

    • Licensing & Distribution Agreements
      Licensing & Distribution Agreements

      Licensing is a fantastic growth & profitability strategy when done skillfully.

    • Internet Law & Domain Name Issues
      Internet Law & Domain Name Issues

      We’ll fight to avoid and stop infringement and abuse of your online presence.

    • Trademarks & Service Mark
      Trademarks & Service Mark

      You have a legal duty to defend your intellectual property. We do it for you.

    • Copyrights
      Copyrights

      Your creations can outlive you and benefit your heirs – if managed correctly.

  • Business Purchase, Sale & Financing

    Business Purchase Sale And Finance

    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.

    • Asset & Stock Purchase Agreements
      Asset & Stock Purchase Agreements

      Negotiating the sale of assets or stock requires good, experienced counsel.

    • Due Diligence
      Due Diligence

      We know how buyers get taken advantage of. We’ll help you pay the right price.

    • Contract Review & Negotiation
      Contract Review & Negotiation

      Contracts for major transactions must be handled with real skill, which we do.

    • Promissory Notes & Security Documents
      Promissory Notes & Security Documents

      We document complex agreements concerning collateral and other concerns.

    • Venture Capital
      Venture Capital

      Go in with open eyes and an understanding of the complexities of VC funding.

    • Family & Friends Investments
      Family & Friends Investments

      Avoid the landmines of familiar dealings with contracts that fix expectations.

    • SBA Loans & Debt Agreements
      SBA Loans & Debt Agreements

      We’ll analyze these collateralized multi-party financing instruments for you.

  • Employment Contracts & Disputes

    Employment Contracts & Disputes

    • Internal Investigations
      Internal Investigations

      We conduct internal investigations & hire the CPA. The results are privileged.

    • Employment Contracts
      Employment Contracts

      We structure employment contracts that look friendly but fully protect you.

    • Non-Competition Agreements
      Non-Competition Agreements

      These are heavily scrutinized & litigated. Utmost skill in drafting is needed.

    • Independent Contractor Agreements
      Independent Contractor Agreements

      Contractors frequently demand benefits & challenge their status. Be careful.

    • Employee Handbooks
      Employee Handbooks

      As the basis for firing & promotion these require skillful, careful drafting.

    • Employee Drug and Alcohol Policy
      Employee Drug and Alcohol Policy

      Respect their medical condition. And be liabile for their actions. Headache?

    • Anti-Violence Policy
      Anti-Violence Policy

      Don’t let employees successfully sue for their injuries fighting each other.

    • Overtime, Wage & Benefits Disputes
      Overtime, Wage & Benefits Disputes

      We’ll help you comply with the law and keep your costs down & incentives high.

    • Benefits Planning & Analysis
      Benefits Planning & Analysis

      You can have awesome benefits without breaking the bank if managed skillfully.

    • Bring Your Own Device (BYOD) Policies
      Bring Your Own Device (BYOD) Policies

      Cybersecurity is complex and full of liability. Let’s make sure you stay safe

    • Legal Compliance
      Legal Compliance

      We provide compliance training, audits & management for many industries.

    • Litigation & Disputes
      Litigation & Disputes

      We directly litigate many matters. We oversee the litigation of other matters.

    • Negotiation Services
      Negotiation Services

      We help negotiate a variety of contracts with a laid-back style but top skill.

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Bradley R. Bailyn, Esq. , Founder

Bailyn Law provides comprehensive legal and advisory services to closely held and family businesses seeking to capitalize on opportunities, avoid or mitigate risks and create long-term stability through good management and diligent business decisions. We help owners and directors structure successful transactions to improve profitability and liquidity including purchasing and selling entire companies or certain assets, restructuring the ownership, management and operations of the business, raising capital or entering joint venture agreements. We serve as general counsel for our clients, fulfilling daily needs and building long-term relationships of trust and confidence.

How can we help you?

Discover the advantages we bring you. No-cost initial consultation.

Contact Us

The Bailyn Law Firm, P.C
6301 Mill Lane

Brooklyn, NY 11234



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THE BAILYN LAW FIRM, P.C.