There is a great exit strategy for cashing out of your closely held business called an Employee Stock Ownership Plan. Besides transferring the benefits of ownership to your employees, an ESOP has great tax advantages as well.

Your company has a deal, a contract, with one of your long time customers. You've already got the materials, and you have 13 turbines assembled, when you learn something. Your long time customer hasn't paid your friend for work his company did almost six months ago. So what can be done?

A Buy & Sell Agreement is a critical component for business succession planning. Anytime you have a business partner, there should be a plan in place for not only disagreements, but also death, incapacity and divorce. Today we discuss various approaches to this common business issue.

There is a presumption that a written contract embodies the complete agreement between the parties involved. The rule prohibits the introduction of extrinsic evidence which add or change terms of a later written contract.

A merger, rather than an acquisition, can prevent the immediate pain of paying captial gains (or worse!) taxes. Both state law and the federal Internal Revenue Code affect a tax- deferred merger, also known as "a reorganization".

Ever hear the phrase "Don't make a federal case out of it?" Ever wonder how you could make a federal case out of it, even if you wanted?

What is it that a General Counsel does anyway? Today we discuss the strategic and tactical roles of a GC including the use of outside third-party law firms.

Preferred stock is different from the common stock, designed to meet the specific objectives of the business and its owners. And since it's preferred stock, its owners have preference on a liquidation. That is, if the corporation is liquidated, the preferred holders get their money back before the common shareholders get anything.

For many years, a corporation was the only real choice for a new business. Recently, more companies are being formed as Limited Liability Companies (LLC's) because of the lower cost and greater flexibility.

Because Negotiation Tips was our most popular podcast, today we talk more about this topic. Our focus is on negotiation planning and the three most important steps: research, setting your own expectations, and anticipating the opposing positions.

This is the second part of a two part series on financing your business. Today we focus on equity financing, with a special discussion of venture capital. Our guest speaker is venture capitalist, Elliott Frutkin. He can be reached at elliott@frutkin.com.

This is the first part of a two part series on financing your business. Today we focus on debt financing, with a special emphasis on Small Business Administration Loans (SBA). Our guest speaker is venture capitalist, Elliott Frutkin. He can be reached at elliott@frutkin.com.

Today we learn about the main two different types of Stock Options that are granted by growing companies: Non-qualified Stock Options (NSO's) and Incentive Stock Options (ISO's). The NSO's can be granted to everyone and have a positive tax advantage to the company, but the recipient of the option has some real tax consequences. While the ISO's are only available to employees and the company doesn't get a tax benefit, there is no tax due to the employee until he exercises and sells his stock. Better yet, the employee is usually only taxed at the lower long-term capital gains rate. We recommend that any Stock Option Plan includes the ability for the Board of Directors to choose either NSO's or ISO's as appropriate.

Our discussion today is about the concept of "Work for Hire". Did you know that everytime you have an independent contractor create copy or graphics for your company that you only own a license for that work? Protect your copyright by getting a written assignment from your contractor.

Today's discussion is about the "Statute of Frauds". I have often heard from people that they believe that a contract needs to be in writing. As a general rule, a contract just needs to be an agreement by two parties that meet the legal requirements of offer, acceptance & consideration. But back in 1677, the British parliament passed the "Statute of Frauds and Perjuries" and we've been calling it the Statute of Frauds to this day. What is the Statute of Frauds? It is a list of types of contracts that need to be in writing to be enforceable.

We introduce the three main legal categories of Intellectual Property. 1) Patents - designed to protect inventions. 2) Trademarks - designed to protect brands. 3) Copyrights - designed to protect writings, songs and illustrations. Our discussion includes basic registration tips.

Sexual harassment is prohibited in the workplace under Title VII of the 1964 Civil Rights Act. There are essentially three behaviors that are prohibited: 1) Quid pro quo harassment; 2) Retaliation; and 3) Hostile Work Environment. An employer has the responsibility to ensure that a "Hostile Work Environment" doesn't take place. But what are the employer's responsibilities when their employees have a bad break-up? Two main things the company should do is 1) ensure that there is a written sexual harassment policy, and 2) make sure that managers and employees are trained to follow that policy. Most importantly, the company needs to consistently follow the procedures that have been put in place to address harassment.

Today we discuss the basics of estate planning. We introduce the concept of intestate succession, which is the state law which controls the distribution of your assets if you die without a Will. We also discuss what happens in probate after you die. The concept of Trusts is introduced with a brief introduction of the two main types of Trusts, revocable and irrevocable. We end with the reminder that your estate plan should be reviewed periodically, and at a minimum, once every five years.

We introduce the UCC, the Uniform Commercial Code, which creates rules for the creation of many commercial contracts. Article 2 of the UCC applies to the sale of goods, which covers a vast number of contracts. The UCC creates default rules, which apply when the parties fail to plan for certain contingencies in their contract. We give an example of when and how the UCC would apply to a typical commercial dealing.

We give you two basic negotiation tips. During this discussion, we note that the "mode" of negotiation is critical. We also introduce the negotiation tactic known as "bracketing".

We discuss the Fair Labor Standards Act, the federal law which mandates a minimum wage and overtime pay. The law also contains restrictions on the employment of minors. This discussion highlights some common pitfalls by employers.