Five Tips for Hiring a Corporate Lawyer

It is important when hiring a corporate lawyer that you receive the right advice. You also need to make sure that you choose the right lawyer to represent your business. You need someone who you can trust, who you know will do a good job and who you feel comfortable with.

Quality

Basically when hiring a lawyer you get what you pay for. Legal advice does not come cheap, and if you want good professional advice you need to invest in a good lawyer. Do your research and contact several lawyers before you make your decision. Ask for references and do not be afraid to ask them about their background. Ask lots of questions and get them to explain the basics to you. You need to be sure that you understand procedures properly so ensure that you listen and try to learn as much as you can. Not only will you learn a lot but you will be clear on what is going on at all times.

Fees

Usually corporate lawyers charge by the hour but if you are a small business or just starting up this kind of expensive could be out of your reach. It might make more sense for you at this stage to negotiate a fixed fee. If you feel it is possible you might need advice from a corporate lawyer on a regular basis then a retainer could be something you might want to suggest. Make sure it is made clear to you what their fees include as you don’t want to get any surprises down the track.

Advice

This does seem obvious but don’t just assume the lawyer knows what it is you want. Many business owners can have a preconceived idea that corporate lawyers deal with exactly the same situations over and over. It is not often just a case of getting documents filled in. Corporate lawyers will often be involved in drafting up contracts, but they can also give you great legal and business advice in regards to negotiating positions. You will find that your lawyer will mostly give you advice, above anything.

Relationship

It is a good idea to build a long term relationship with your lawyer, this is why it is important to find that right person in the first place. For the success of your business you need someone who has been with you for a decent amount of time and understands the ins and outs of your business. A growing business will need advice often so it is worthwhile getting a long with this person.

References

It does help to ask for references. Ask around amongst your friends and family, and also contact other businesses. They might be willing to share advice on choosing a good corporate lawyer. You may find references in unlikely places, like via social networking, or do a search on the internet. Industry magazines or legal publications may be able to help you find the right corporate lawyer as well.

Commercial Law – Unfair Contract Terms – Accommodation for a Business

The case of Regus (UK) Ltd v Epcot Solutions Ltd [2007] highlighted the use of unfair terms in a commercial contract. The claimant in the case was a British company which was part of a large group of companies supplying serviced office accommodation in 50 countries. The defendant was a small company providing professional IT training which intended to develop a franchise in the field. The defendant company decided to use one of the claimant’s locations at Heathrow.

Accommodation by the defendant company was taken on a day to day basis in 2001. In August of that year, the parties signed an agreement which was to last for 12 months. In August 2002, the defendant renewed the agreement for a further 12 months. However, in November 2002 the defendants were told that the Heathrow location was due to close in February 2003.

The claimant’s terms and conditions in the agreement committed it to try to find alternative accommodation for the defendant. It offered the defendant alternative accommodation about three miles away. In addition to this, the claimant also offered to provide the necessary support for the moving of equipment, as well as a service to inform clients of the new location. The claimant also offered to maintain the same price for the remainder of the term.

The defendant accepted the new accommodation and, in March 2003, signed a new agreement for three and a half months. The agreement was on the claimant’s standard form at the time. Clause 23 of the agreement purported to exclude liability for any loss unless the failure relied upon was deliberate or negligent, and even then there was no liability:

‘… For any failure unless you have told us about it and given us a reasonable time to put right …’

It further provided that the claimant would not:

‘… In any circumstances have any liability for any loss of business, loss of profits, loss of anticipated savings, loss of or damage to data, third party claims or any consequential loss. We strongly advise you to insure against all such potential loss …’

Towards the end of March 2003, the defendant raised points about the air conditioning at the new accommodation. In November 2003, the agreement was extended for another 22 months. No additional complaints about the air conditioning were made until May 2004, at which point a series of correspondence ensued.

In October 2004, the defendant received a ‘notice of suspension of services’ followed by a second such notice and finally an e-mail stating that the defendant could not access its office after the 8th of October 2004. The claimant issued proceedings seeking sums due for office services for the period up to the 8th of October, when the services were suspended, together with £23,385.46 being the standard fee for the period to the end of October 2005. October 2005 would have been when the renewed agreement would have expired.

The defendant counterclaimed for mis-representation under the contract, as well as breach of contract over the allegedly defective air conditioning. The initial hearing was concerned with aspects of liability. The issues to be considered by the court included whether the air conditioning had been defective and therefore in breach of contract, and whether the claimant’s terms of its standard form contract (in particular clause 23) breached the Unfair Contract Terms Act 1977.

The court ruled as follows:

§ It was entirely reasonable for the claimant to restrict damages for loss of profits and consequential loses from their potential liability. However, it could not satisfy the burden of reasonableness when the clause deprived the defendant of any remedy at all for failure to provide a basic service like air conditioning in what was the business equivalent of a hotel, not the lease of a flat. Such a broad exclusion under the contract was deemed not reasonable when one applied the factors identified by the 1977 Act. As it was not open to the court to sever a clause which failed to meet the requirements of the Act, clause 23 was therefore of no effect.

§ On the facts of the case, the air conditioning had been defective, making the room much too hot in the summer months. The inadequate air conditioning had been a significant, but not a real threat to the defendant’s business. The court held that if it had been, the complaints would undoubtedly have been reduced to writing. The failure to supply proper air conditioning was, however, negligent on the claimant’s behalf. The court decided that such failure was significant but not crucial as the failures had only interfered with the efficient conduct of business, but had not prevented it. Therefore, the court held that the appropriate measure of damage would be some percentage deduction from the fees paid unless the defendant could show additional specific loss attributable to the failure of the air conditioning.

Please contact us for more information on assessing damages due under termination of a contract at [email protected]

Visit http://www.rtcoopers.com/practice_corporatecommercial.php

© RT COOPERS, 2007. This Briefing Note does not provide a comprehensive or complete statement of the law relating to the issues discussed nor does it constitute legal advice. It is intended only to highlight general issues. Specialist legal advice should always be sought in relation to particular circumstances.

Commercial Law – Why It’s So Important for Businesses to Have Legal Backup

The business environment can be tricky, and sometimes just plain nasty. Small businesses find themselves in a legal minefield/maze without warning, when a client, employee or business associate turns difficult. It’s always a good idea to have a working relationship with some commercial lawyers who know the business and understand the issues involved, to have someone on your side when you need backup.

Commercial law is often extremely complex in terms of its application to specific situations. Non-specialist lawyers often can’t help much, because this is a particularly demanding area of law. The sheer range of possible issues needs expert management.

For example, these are some of the areas covered by commercial law:

· Contract law
· Public liability
· Commercial practices
· Consumer law
· Commercial disputes
· Commercial property
· Supply chain issues

There are also possible combinations of these issues, and they’re never simple. There may also be multiple parties involved in a dispute, which further complicates the issues.

This is a typical case in point:

· Business A is a contractor installing kitchens for Business B. The situation is:
· Business A is waiting for kitchens to be supplied by Business C, an importer.
· Business B is complaining about breach of contract, because the kitchens are supposed to be installed by a due date under the terms of the contract.
· Business B further claims that an onsite accident was caused by Business A’s truck, injuring a construction worker.
· Business B is threatening legal action on both counts.

· Business A wants to put pressure on Business C to get the kitchens delivered by being sourced elsewhere.

This isn’t the sort of situation which a business can or should handle for itself. If legal action results, legal representatives need to be hand. They also need to get up to speed ASAP, to manage the situation. So it’s better to have legal representatives on standby at the start, not after the situation has escalated to the point of no return.

In this case, there are quite a lot of legal options:

· Business A can negotiate the contract issues with Business B on the basis that it’s simply unable to obtain the kitchens. In practice, contracts can’t be expected to require the impossible. Business A has been acting in good faith, and the efforts to get Business C to source the kitchens elsewhere is proof of its attempts to deliver on its contract obligations.

· The public liability issue needs to be assessed on its merits. The truck was in fact owned by Business C, delivering a kitchen. Liability may be on Business C, not Business A.

Not simple, is it? At the corporate level, issues like this can involve contracts worth millions of dollars, and corporate lawyers also have to deal with the related corporate law issues, which can be a range of statutory, as well as commercial problems as well.

That’s why small businesses need legal backup. They’re like insurance, something you pay for that you hope you’ll never have to use, but it’s nice to know you have the support when you need it.

Commercial Law – Oral Agreement – Potential Agency Agreement – Oral Terms

The case of Aboualsaud v Aboukhater and Another [2007], concerned an agency arrangement where a Claimant contended entitlement to commission pursuant to a binding oral agreement. The claimant was the executive vice-president of the Kuwait Investment Office in London and a financial adviser to both a petroleum corporation in Kuwait and to the Minister of Energy. The first defendant was a commercial director of the office of the government of one of the United Arab Emirates in London. The second defendant, the first defendant’s father, was the beneficial owner of a number of large hotels.

In the 1990’s, the claimant and the first defendant had a meeting in London. They subsequently became close friends. They would see each other every week and would speak on the telephone most days. Then, in late 2002, the claimant alleged that the first defendant had spoken to him about the sale of one of his father’s hotels. The specific hotel concerned was the ‘Monte Carlo Grand Hotel’ (“MGCH”).

The claimant further contended that a binding oral agreement had been made with the first defendant. He claimed that the agreement arose out of various meetings and telephone calls and that the terms were that if he introduced a party to the defendants, and that party went on to purchase the MCGH for a price that was acceptable to them, he would be entitled to a commission of EUR 21.5million.

In December 2004, the MCGH was sold to Kingdom, a member of the joint venture FHR European Ventures LLP. The claimant argued that the sale had been facilitated by the introduction of HRH Prince Al Waleed bin Talal bin Abdulaziz al Saud, who was the principal owner of Kingdom.

The defendants denied that there was any binding agreement for the payment of commission in the terms that the claimant had alleged. The defendants felt that the case was simply one where a friend had sought the help of another friend, and that if that help were to be successful then payment in recognition of that help could be expected.

The case proceeded to trial.

The issue which arose to be decided by the courts was whether there was an agency agreement between the claimant and the first defendant, the latter acting for himself and his father.

The court held that on the evidence, the first defendant’s account was more convincing than that of the claimant. This was mainly in respect of the essential points in dispute, namely, how the discussions between the friends arose, how the discussions progressed and what the outcome of those discussions was.

The court felt that on that basis, there could not be any agency agreement upon which a binding legal contract could be established. Therefore, judgment would be made in favour of the defendants.

SEO Tips for Lawyers – Five Crucial Keys to Organic Search Engine Optimization

Business referrals also play a huge role in building a practice for attorneys, but can only go so far. What happens when you want more business or would like to expand your firm? This is when many practices turn to marketing and advertising– yellowpage ads, radio, TV commercials, lawyer directories.

These are all good ways to promote your practice, but what if I told you there is a “free” source of leads that would facilitate potential seeking you out, right at the time he/she needed your services? Well there is and it’s called the modern day search engine.

Search engines, when used to the fullest extent, can act as pre-qualifying authoritative referral sources. Just as a consumer is more likely to get product or service recommendations form a friend or family member verses take what a commercial has to say at face value, search engines can be a strong lead source in your practice’s marketing mix because of the trust they are given for finding unbiased information.

Have you ever wondered why some attorney websites have top ten rankings on search engines, while others do not? You’re about to learn some of the secrets. Do not take this information lightly. As an attorney, what you are about to read could earn you thousands, or even tens of thousands of dollars in new cases and legal fees.

Below are Five Basic Organic Search Engine Optimization (SEO) Tips for Lawyers that have taken me years to understand. While paid listings or “sponsored links” do have a high ROI when managed properly, this article in particular is only speaking toward the natural or unpaid listings you see on popular search engines such as Google, Yahoo!, and MSN.

Some of these techniques may seem very easy to understand, even implement, but that is the beauty of it. With all the false information out there, it takes a long time to know what has value and what does not. As Mark Twain said, “I’m sorry this letter is so long, I didn’t have the time to write a short one.” It has taken me years to weed through the tricks, and fly by night gimmicks, and false information so enjoy and feel free to contact me with any questions. With that said, I present to you five crucial keys to organic search engine optimization.

SEO Tip One: Use Descriptive & Unique Meta Titles

Did you know one of the most important areas for your firm’s site in regard to search ranking is the “Meta Title” of your home page? This is the title that appears on the blue frame around your browser (i.e. Internet Explorer, Firefox). The title also appears in search listings. You can see your website’s title in its raw coding by choosing “View” and “View source code” from your browser.

Anatomy of the Meta Information

In epistemology, the prefix meta- is used to mean about (its own category). A website’s meta information is typically made up of three distinct areas: title, description, and keywords. According to many well-known SEO gurus, the “keywords” section is completely useless, but it can harm you if you use too many keywords.

Most major search engines have now filtered out the importance of the “keywords” section because of past abuse, “keyword stuffing,” as well as placing long lists of irrelevant highly searched terms. Do not put too many keywords in the keywords section, and do not rely on this section to help with search engine optimization (SEO). Some SEO experts still use it “just in case, ” but only place 10 – 15 keywords never repeating, and using a comma after each single term.

The title however, is still a hugely important area to naturally work in highest level key phrases, along with branding the firm, or your name if acting as an independent practice. However, do not repeat keywords, and do not use more than 12 words or around 65 characters. Otherwise, the full title will not been seen in search and having an overabundance of words will dilute its power anyway. Google also has a filter or penalty block for sites that repeat one word too often in titles.

What’s in a Name?

Check your meta title right now! Choose “View” and “View source code” from your browser. Does it only have the name of your firm? That is fine if you are doing other advertising and your firm has lots of name recognition, but you are leaving a lot of money on the table.

What about those prospects you are missing out on who are typing into the search engines more generic phrases without any firms or attorney names in mind? Example, a search engine user types in “Personal Injury Attorney Dallas.” If you do not have specific words that describe your practice in your meta title, your site is less likely to appear in the top then than an attorney who does.

Be Unique

Your meta title can make or break your search engine rankings for valuable placement. Use a different title for every page of your site, making sure it describes the page’s content and/or user function (such as an “About” page, use the word “About So and So Firm.”). With deeper pages further away from the homepage use varying logical keywords that not only describe the page, but are akin to the words a user might type in seeking out that specific information.

It may seem like if you repeat the same title over and over again on other pages your site will perform better for those keywords, but it will not, you will be cannibalizing your efforts. You can use your name or the name of your firm, but place it near the end of the title. Keep the most unique part toward the beginning. Proximity and density also play a role.

This one tip could warrant a whole article on best practices on its own, but for now start with recognizing your meta title’s importance. I will be publishing a more advanced “nuts and bolts” article covering how you should plan a reverse keyword pyramid for your site titles, as well as other titling recommendations.

SEO Tip Two: Acquire Relevant Backlinks

Links to your site are seen as votes in the major search engines’ eyes. Just so we are on the same page, these are links to your website from another website, not links from your website to another. In this analogy these popularity votes are similar to how voting existing before several human rights were established. Some were considered 3/5ths a person, and some not considered at all. Their votes were counted accordingly. In other words, not all backlinks are created equal. The quality of a link toward your site can be determined on multiple criterion.

a). Relevance – Does the subject matter of the page linking out reflect the subject matter of your site or is it about something completely off topic? Example would be another attorney links to your site from his/her blog unsolicited based on your site’s relevant content and merit verses a random site that sells knockoff Viagra wanting to trade links with you.

b). Link & Text Density – This speaks to the amount of other links on the page linking to yours on the other website. If the other site has a listing of 100s of links on all different topics, including yours, the link is most likely devalued in the search engines eyes, not only because of relevance, but because of perceived importance. These are commonly known as “link farms.” The opposite situation would be your link is the only one listed. The backlink could be considered even more valuable if the other site surrounds it with relevant copy before and after (for example in a blog or article). A less effective, but not completely worthless placement would be a listing on a “Links” page from another site where only a handful of other offsite links existed.

c). Second Generation Link Popularity- Your site is deemed more important in the search engines’ eyes not only by how many other sites link to you, but how many sites link to the sites that link to you. The link popularity is passed on using a formula that one search engine originated called PageRank(TM). In essence, you could have 100s of backlinks, but if no one is linking to the other sites linking to you, many of the links may be worthless from a ranking point of view (but could be valuable in other ways to be discussed in a later article). There are tools you can use to “pull up the curtain” and see just how people are linking to your site, as well as how many are linking to their’s.

This is a simplified explanation on how acquiring backlinks can help your SEO. As with titling, the topic of backlinks could also warrant its own full fledged article, or multiple articles. The important takeaway is: backlinks matter for SEO.

SEO Tip Three: Build a Legal Knowledgebase

The Internet was built on the foundation that people want authoritative, quality information fast. Instead of trying to remember the categories of the Dewy Decimal System and searching through different books’ table of contents, the search engine user uses keywords describing what he/she are looking for in order to find that information as fast as possible.

Not all Visitors are Qualified

First, as an attorney, you have to accept this fact that not all the visitors to your website are prospects. Many may be in the research mode of their buying cycle or may be looking for information for a friend or even a school report. The reality is the more original, helpful, and consistently you can put new information on your website, the more the search engines will show you preference. By high quality content I do not mean a sales pitch. You can use that type of language on your main pages, but you will appeal to a much wider audience if you use non-commercial, unbiased information presented as knowledgebase in your deeper pages.

By building a knowledgebase specific to your areas of practice, you accomplish at least two objectives, you are viewed as an expert becoming the authoritative source for that user’s legal question and you will likely pull prospects looking for those specific services right then and there. This is an indirect, but highly effective method of acquiring prospects.

One Page per Area of Practice

Example, if you practice copyright law and the prospect types in the search engine “copyright laws” you could have a page strictly devoted to explaining the different types, penalties for breaking the laws, defenses, highly popularized landmark cases, and other important information pertaining to copyright infringement. Create a page using at least 500 – 1500 words stratifying every area of your practice in fine detail, and your website will dominate the search engines, command lots of relevant traffic and, combined with other tools, bring a steady stream of leads. I will cover this in more depth giving more information on the best practices in future articles.

SEO Tip Four: Use specific Internal & External Anchor Text

Have you ever seen a link that says “Click here?” Oh course you have. That’s actually a waste of a link as far as SEO is concerned. Ok, maybe not a complete loss, but it does not use the link’s full potential. The words used in a link to another URL are called the anchor text and it can be vitally important to SEO.

There is a huge difference in how the search engines see a link with relevant text verses a non-descriptive or irrelevantly anchored link. This is even true for your site’s internal linking structure and calls to action. For example, instead of directing your website visitors to another internal page using the words “Click Here for information on copyright infringement,” make the words copyright infringement the actual link and avoid the cliché. You may have to change your verbiage schema to something similar to: “Learn more about the laws and penalties pertaining to copyright infringement,” which is better anyway.

Anchor Your Links or Site will walk the Plank

The more internal links on your site pointing to that page with those words, and even more importantly links from offsite with those words, the more likely the search engines will see your site, or that specific page, as being relevant for that term. Check your website right now.

Do you have any pointless “Click Here” links or something else just as useless? Right now, change the anchor text to words that describe the page in which they are linking. Or ask your webmaster to do it tomorrow morning. It’s worth it.

SEO Tip Five: Localize Your Content & Meta Descriptions

Are you an attorney who only operates in one city? Or can you work remotely because most of your work is out of the court room? If you operate in one city, or regional area, you need to make the search engines aware by using the most prominent DMA in your homepage title.

When prospects are using search engines, most are sophisticated enough to know, or have learned through search engine experience, to add the city onto whatever service in which he/she is searching. Example, a user types in “Dallas Commercial Real Estate Attorney.”

You may be a real estate attorney and your practice may be in Dallas, but the search engines will give another lawyer’s site preference if you do not spell it out for them. You may have your physical location in a normal 12 point text on the contact page, but that is not enough, since titles and meta descriptions hold more weight in the hierarchy.

Home Grown Meta Description

Some SEO gurus say descriptions are as defunct as the keywords section of your meta info. I say the meta description is the NEW keywords section of web 2.0, only the keywords must be used in a logical sentence form.

Secondly, you do not want to have to specify on a page describing individual areas of your practice or your knowledgebase that you are a “Dallas insert obscure and wordy law practice attorney” in the viable copy. While not terribly lethal, it’s a little awkward and contrived to the reader. You can use the description area of the meta for this SEO tactic.

Stay tuned for more Internet marketing tips for lawyers including more on SEO, pay-per-click advertising, and social media. Thanks for your time.