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The best advice you’ll ever get for starting a business

                                                 About the Author

Dov S. Rosen is a JUSTLAW network attorney who represents private and publicly-traded companies in negotiating mergers, acquisitions, private placements,  IPOs, and commercial contracts.  He also has an active practice negotiating commercial real estate loans,  property acquisitions, and commercial leases.                   

Dov graduated from Georgetown University Law Center in 2011 and, in 2020, founded The Law Offices of Dov S. Rosen. 

He can be reached at [email protected]

(This article is the first in a multi-part series. Stay tuned to The Verdict for the next installments!)

You’ve got a winning idea. You have a business plan set up. Maybe you even have some investors lined up.

Congratulations – you’re on your way to starting your own business.

What’s next?

Part I: Cash 101

Cash is the lifeline of any business. And the key question for your business is how that cash flows in and how it may be expected to flow out. This leads us to the first big choices your business will make: how to raise money, whom to raise it from, and what to give up in return.

 

Early-stage startup investors will often include family and friends, “angel” investors (generally, high-net-worth individuals who are willing to invest in early-stage companies in exchange for preferred equity), and – for particularly promising new companies – venture capital firms. Nowadays, crowdfunding platforms like GoFundMe are also becoming increasingly popular for early-stage companies (we will explore the advantages and limitations of crowdfunding in a later installment). For startups later in their business lifecycle, institutional investors may play a greater role, and for more advanced companies the public equity markets may become relevant.

 

Each of these investors will have different expectations about what they will receive in return for their money. Typical forms of startup capital include common equity, preferred equity (often with the right to convert to common at a later time), and convertible debt (debt with a right to convert to equity at a later time). Other equity structures like simple agreements for future equity, or “SAFEs”, offer distinct advantages and disadvantages and are becoming more common. And for many businesses, business loans (including SBA loans for qualified borrowers) are a good option for providing initial capital – but with their own advantages and disadvantages. We will discuss these various types of startup capital later in our series.

 

A note on securities laws:

Our focus is on early-stage startups engaging in private offerings that are exempt from registration with the SEC or other state regulatory commissions. Securities laws are not just for public companies – any company that issues equity to raise money is potentially subject to them and must fall within an exemption avoid registration and reporting requirements. In later parts of this series, we will speak about the various exemptions from securities laws and

how to make sure you stay within the rules throughout your business lifecycle.

Trade-Offs

Cash will almost always come at a cost. To make your idea a reality, you will inevitably have to trade a piece of ownership over the idea you have created and often a degree of control over the business you are building. But that does not mean all equity raises will have the same impact on the future of your business. The choices you make early on can determine the evolution of your business for years to come, preserving your flexibility and a large degree of your control. Conversely, a sub-optimal equity structure, poor entity choice, or improperly drafted company agreement can hamstring your ability to raise cash, leave you stuck with a bad partner, and even cost you the control you need to make your business grow.

 

But making necessary trade-offs is a natural part of the growth cycle of every business. The key is to establish clear expectations and to structure investments in a way that respects the needs of investors while preserving your ability to grow the business. The trade-offs you will have to make will generally come in the following areas: keeping cash in the business, keeping the flexibility to raise more cash, and keeping control over business decisions

What you must know about conformed signatures

So what’s with this “conformed signature”? And how’s that different to a wet signature?

Electronic signatures facilitate rapid and efficient signing of documents, more commerce, and a great deal of flexibility to tailor tools and protocols across an organization. In recent years, the practice of and market for electronic signatures has exploded, and many technology analysts predict this trend will continue into the future. 

person signing document
A person prepares to sign a document with a “wet” signature.

The transition from wet ink signatures, though, has not been easy for some. Many business technologies have yet to be phased out. File cabinets, wet ink signatures, faxing, scanners, and landlines are all antiquated business technologies that have yet to become fully phased out. A range of new technological solutions essentially eliminate the need to keep up with these methods but the adoption rate has been relatively slow, which comes to the detriment of business speed and efficiency. 

Analyzing at the concept of signatures, it is easy to understand the reasoning as to why e-signatures have yet to have full adoption across the board. Everyone (theoretically) pens a unique signature, and signatures are an integral part of validating that an individual actually signed and agreed to the terms of the document. The s-signature has become a standard way of electronically signing documents that has become accepted in some use cases. 

In the remainder of this article, we provide a discussion of what the characters “/s/” mean in a signature line, why people use them and when they’re effective. 

What is a Conformed Signature (and how is it different to a wet signature)?

“Conformed signature” almost sounds like an oxymoron. A conformed signature is a typewritten signature indicating that the original version of the document has been signed by the appropriate party, and it should be maintained with the records of the company. A conformed signature replaces the traditional “wet” signature line with a typed name preceded with a “/s/” designation. A conformed signature usually looks similar to this example:

/s/ Ronald McDonald

Ronald McDonald

There are a multitude of  ways that a conformed signature can be written, and the United States Patent and Trademark Office provides resources to what formatting an electronic signature should follow. 

As you will see below under “When is it legal?”, governing bodies have different regulations regarding acceptable formatting for conformed signatures. 

Because of these differences, it is important to have a competent and tech savvy legal team. As a business owner, your signatures are constantly needed, and the ability to utilize a conformed signature whenever possible will save time and effort. 

Having a legal resource that acknowledges the importance of your time and providing e-signatures whenever possible is a must. 

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Why Is It Used?

A conformed signature is utilized mainly as a way of making signing contracts and documents easier. Convenience of a conformed signature is what has drawn many to utilize it, and some government agencies now accept it in lieu of a traditional signature. 

The conformed signature eliminates the need for an individual to print, sign, and scan a document to submit it electronically. To save paper and reduce the number of intermediary steps, conformed signatures offer a perfect efficient solution to a signature. 

Conformed signatures allow for a seamless process of viewing, signing, and submitting a document all without having to print or scan. Conformed signatures are utilized in a number of ways and gives a signer the option of how they are able to digitally sign a document. 

Conformed signatures can be easily done from a smartphone, tablet, laptop, or other mobile device, drastically increasing the speed at which individuals can certify a document. 

Additionally, a conformed signature is a terrific tool that permits attorneys to quickly and efficiently certify batches of documents. Many courts in the United State permit attorneys to use conformed signatures, including New York and CaliforniaThis process saves countless hours for attorneys, allowing them to focus on the highest value add activities for clients. And when value is prioritized, a lawyer is better able to advance a client’s interests.

When is it legal?

E-signatures, and more specifically, conformed signatures, are not a full substitute for legal handwritten signatures. The signature itself is not more reliable than a standard signature, and as such, makes the acceptance of e-signatures vary greatly, especially when it comes to geographic location.

sign here
Sign Here

The following states allow conformed signatures, with some exceptions:

  • Connecticut
  • Delaware
  • Florida
  • Kansas
  • Massachusetts
  • Nevada
  • New York
  • Texas
  • Utah
  • Virginia

In some of these states, a conformed signature may be allowed for certain filings and not others. In Florida, for example, an LLC document can have a conformed signature, but a filing for a non-profit corporation cannot.

While a lot of states allow conformed signatures in contracts, the Internal Revenue Service (IRS) doesn’t allow such signatures; therefore, SS4 forms and other tax documents must have an original signature.

The two regulations regarding e-signatures are the Electronic Signatures in Global and National Commerce Act and the Uniform Electronic Transaction Act, which give a basis for the inability to deny a document’s validity only on the basis that it has an electronic signature. 

Ultimately, it is the states’ decision in whether or not to accept conformed and electronic signatures.

Because these laws vary from state to state and agency to agency, it is important to ensure that a business has legal representation that is well-versed in the process of online signing and document submission. Documents signed inappropriately can lead to costly and time-consuming missteps. In the world of legal filings, this could mean the difference between the closure of a successful business deal or a costly mistake. 

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Conclusion

Essentially, the “/s/” in a signature line signifies that a conformed signature is being utilized in lieu of a traditional handwritten signature. 

There are many forms of e-signatures and each have specific utilizations and formatting requirements. The s-signature is a great e signature method that can be utilized by many people. 

The ease of use and convenience of the signature type allows for businesses and attorneys to waste less precious time and energy printing, signing, and scanning documents, and more time to focus on their clients. 

If you need legal assistance, we suggest you look for lawyers that readily utilize new technology to eliminate inefficiencies. Traditionally, you pay lawyers by the hour and benefit from time-consuming, antiquated technology. 

JUSTLAW has over 300  highly trained and licensed attorneys that can ensure that your legal documents are as they should be. JUSTLAW saves you time, effort, and money. Leave the guesswork out of your legal needs and allow a JUSTLAW attorney to help you through complex paperwork. A good lawyer will navigate the different signature requirements for different documents and ensure that they are done correctly to reduce inefficiencies in having to refile for something that was done incorrectly the first time. 

The emergence of e-signatures is just one way new technology permits a lawyer to save time and facilitate a smoother experience for their clients.  With a smart legal team on your side, you can avoid the legal headaches surrounding what type of signature to use and focus your precious time on business.  

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Starting an eCommerce Business? Legal Issues to Watch.

eCommerce is the process of buying goods or services via the internet, and has become the most crowded business venture for start-up entrepreneurs. While the blueprint for starting an eCommerce website is seemingly straightforward, the industry’s takeover of more than three-quarters of retail growth has created demanding changes to legal regulations. In this post, we share with you some examples of legal concerns you may encounter launching your eCommerce company.  We also hope to help you understand when you can manage alone, and when you should look for a good small business attorney.

Liabilities

Product recalls don’t just impact the reputation of manufacturers, the fault also lies on the retailer, and third-party sellers who use other platforms for product distribution should not take product liability lightly. In the 2020 lawsuit case of Bolger vs Amazon, a third-party seller, E-Life, sold a defective computer battery that exploded and burned the customer. Because Amazon had a major role in distributing the product, the company had to put pressure on sellers, requiring eCommerce sellers to purchase product liability insurance to minimize risk; this type of insurance is recommended by lawyers alike.

Third-party sellers must also be weary of IP infringement, as patent, copyright or trademark violations could result in expensive lawsuits. eCommerce resellers should confirm they have the rights for product stock photos or in their product descriptions. Here is a list of ways your eCommerce business could violate IP infringement.

Another liability can arise through data breaches, as personalized information is growing quickly, customers are at risk of hacks and identity theft. Amazon and Facebook have shown widespread scandals on misusing customer data, and eCommerce companies are recommended to limit their customer data to prevent cyber-hack scenarios. Securing your website, maintaing updated software, and encrypting information and data with secure socket layer (SSL) protection, all go a long way for business owners. It’s beyond the scope of this article, but you can find more on handling data breaches here.

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Transactions

Payment gateways are high in demand, but have limitations such as hosting capabilities, anti-fraud control or service fees, but most importantly, entrepreneurs should pick a getaway by their individual terms and conditions; features for transactions can include setting up shipping time frames, return policies, payment terms, etc. Most terms and conditions, however, are already procured through state regulation. For example, Florida has developed their own 2020 Florida Statutes that simply ensures customers have the right to return products sold online for a full refund within 7 days.

As the world of online selling is constantly changing, it is always good to be updated on the laws. Electronic payments through third-party vendors have created a new stream of chargebacks, an example is found through restaurants using food delivery services, and loss of orders and/or incorrect orders calls for chargebacks. The Electronic Transaction Association (ETA) underwriting guidelines help dispute refunds by exploring how banks and card processors manage payment. The chargeback process involves investigations from the transacting bank, beginning with the customer request for a refund, bank investigation within merchant accounts and a final dispute.

Consult with an eCommerce Expert Now

Other Complications

While transactions and liabilities create a lot of the problems for eCommerce businesses, there are some other smaller landmines to mind.

  • Taxes: Depending on your state or country, taxation can vary on products and can be solved by contacting your applicable revenue agency or seeking counsel from a small business tax attorney.
  • E-Contracts: Ensure all contracts are consented to by both parties.
  • International Laws: international transactions, exchange control and distribution laws must be verified.
  • Inventory: ensure that lease, deed, or zoning codes don’t prohibit you from running your business at home.

And if you start feeling uncomfortable making these decisions alone, it might be time to hire a good small business attorney to help you.

Consult with an eCommerce Expert Now

Other sources used

https://www.ecomcrew.com/legal-issues/

https://www.electran.org/publication/transactiontrends/guest-post-e-commerce-fraud-dealing-with-merchant-chargeback-challenges-in-a-covid-impacted-world/