Business Law – Start-up, Capital, Contracts & Mergers
Career College RepresentationDunlap, Grubb & Weaver has developed a very unique and focused practice assisting private secondary schools, post-secondary, career and vocational schools in many states across the Nation obtain licensure to operate. Most states have a special sub-agency with their Department of Education dedicated to private, career and vocational schools and colleges, that is tasked with licensing and regulating private schools and vocational institutions. These agencies thoroughly investigate, regulate and license qualified private elementary schools, as well as vocational, professional and career schools such as acting/modeling schools, aviation schools, bartending schools, and other technical programs that are designed to provide students with skills to gain employment in a particular field. The laws and administrative regulations that govern the licensure and operation of private schools are strictly enforced, and often very difficult for a school owner to understand and follow. The application for licensure in some states can exceed 200 pages in length, and the requirements to obtain a license can vary greatly from state-to-state. In particular, the regulatory framework and licensure application process in states such as Florida, Virginia and Texas can be extremely difficult to successfully navigate, and school owners in states such as these often find the application process a tremendous obstacle and impediment to commencing operations. Often, even companies that provide short seminars need to be licensed to operate. In most states where private school licensure is required, it is actually a misdemeanor, and in some instances, a felony to operate a school that has not been properly licensed. We can help a wide variety of schools obtain a license to operate in almost any state in the country where licensure is required, including:
... and many more. We often work with local counsel in states where our firm's attorneys are not licensed to practice. In many states, schools of a strictly avocational nature do not need to be licensed. Avocational schools provide courses for pleasure and enjoyment only, as opposed to teaching students specific skills to obtain employment in the marketplace. Examples of avocational schools are martial arts schools, investment seminars and ballet schools. Some states require that avocational schools obtain a written exemption from the licensure requirements that apply to professional and career schools. We have advised and helped many avocational schools obtain an exemption from licensure in a number of states across the country. Even in those states where it is not necessary to apply for an exemption, we regularly advise owners of avocational schools on how to structure their course offerings and how to operate in a manner that ensures that the school complies with their state's exemption requirements. If you are considering opening a private secondary school, a vocational/career school, or even an avocational school, call Dunlap, Grubb & Weaver today to get the assistance you need to efficiently navigate the regulatory process. Visit state specific links: Aviation LawTom Dunlap serves as a panel attorney for AOPA (the only one located in the immediate Dulles Airport area). He is a licensed instrument pilot and flies a Cirrus SR-22 from KJYO, where he serves as an Airport Commissioner. The firm’s aviation litigation practice includes air crash, aviation tort and aviation products liability defense and aviation-related commercial trial work. Additionally, Dunlap, Grubb & Weaver represents pilots and aviation businesses in disputes, enforcement and civil penalty litigation with the Federal Aviation Administration before the NTSB, particularly with respect to violations of the National Capitol Area TFR, Camp David TFR and the Washington DC SFRA (Special Flight Rules Area, formerly ADIZ). Our aviation transactional practice includes formation of aviation businesses and preparing and negotiating aircraft and aviation facility leases, aircraft purchases, sales and financing, and aircraft operating agreements. Dunlap, Grubb & Weaver also assists aviation businesses with minimizing the risks of potential future litigation. About FAA ViolationsThe Federal Aviation Administration (FAA) was formed in 1958 and governs and regulates civil aviation. The FAA regulates pilots and the aviation industry through legal enforcement actions (sanctions that may result in hefty fines and revocation of an FAA license), and administrative enforcement actions (less serious infractions that may result in a suspension). The FAA has the right to sanction or seek legal enforcement against anyone who they have issued a license to. But they do not have the right to tarnish your reputation. Please contact us today if you have issues with possible FAA regulation infractions. Some common violations of FAA regulations include Hazardous Materials Violations, Safety Violations, Flight Violations and Expired License Violations. BankruptcyWhy Dunlap, Grubb & Weaver for Bankruptcy?When the U.S. financial system collapsed in 2008, the country sank into a severe recession. The pain of that recession was felt by everyone, including lawyers. Bankruptcy was one of the few areas of law that was thriving. As a result, many lawyers with no previous experience began to dabble in bankruptcy. The results were predictable.
Bankruptcy Law Library Web Links
FranchisingDunlap, Grubb & Weaver has a robust Franchise & Distribution practice, representing the business, real estate and intellectual property needs of franchisors and franchisees in many industries. Franchising, for both franchisors and franchisees, can be one of the most efficient and effective ways to achieve the American dream. However, the decision to franchise a business—or to purchase a franchise—should not be made lightly. It is a fundamental shift in the type of business you are probably used to undertaking. For new franchisees, buying a franchise certainly can be filled with risks. Understand the commitment you are undertaking and your rights and obligations as a franchisor or franchisee. Contact an experienced franchise lawyer at Dunlap, Grubb & Weaver today to discuss your plans for owning your own franchise, or for franchising your business. The firm’s understanding of both sides of the franchising dynamic is different than most franchise law firms and has proven invaluable to franchisors and franchisees alike. DGW’s extensive experience working with both allows the firm to see, plan, and take next steps based upon a broader understanding of franchise systems. Importantly, DGW’s franchise clients also benefit from the firm’s extensive business, intellectual property, and real estate experience. FOR FRANCHISORSMaking the Decision to Franchise Your Business We develop the legal documents for compliance with federal and state regulations and work with you as you expand your business. DGW prepares franchise offering circulars to comply with applicable federal, state, and international regulatory requirements and registers the offering with regulatory authorities. We also have substantial experience in drafting agreements and related documents for unit franchises, area development, subfranchises, area representation, franchise brokerage, international joint venture or master franchises, in assisting clients with ongoing compliance, including amendment and renewal of registration, transfer and termination, and in structuring in-house compliance programs. Alternative Distribution Methods Trademarks and Copyrights Dispute Resolution FOR FRANCHISEESBuying a Franchise Regardless of whether you intend to be a single unit or a multi-unit operator, DGW will work with you and provide valuable legal counsel in connection with the formation of operating business entities; acquiring and selling franchises; reviewing franchisor disclosures, lease negotiation, and more. Dispute Resolution Business & Corporate Law ServicesBusiness Lawyers in GeneralA “business attorney" or "business lawyer" generally refers to a lawyer who represents business entities of all types including corporations, LLCs, general partnerships, limited partnerships, sole proprietorships, associations, organizations and joint ventures. Usually business lawyers also represent individuals who act in a business capacity (such as owners, proprietors, principals, managers, partners, directors, officers, controlling shareholders, entrepreneurs). Some business lawyers also represent other individuals in their dealings with business entities (e.g. contractors, subcontractors, consultants, minority shareholders, employees). At Dunlap, Grubb & Weaver, when we refer to a "business lawyer" we think of all three of the above. We represent owners, entrepreneurs, companies, and individuals in a business capacity and other individuals who have relationships with business entities. Note: The terms "corporate attorney" or "corporate lawyer" can refer to a business lawyer, or a business lawyer who primarily works for corporations. For more information see our Business Law Library (and bookmark it). More Than Creating DocumentsIf you are a business owner and you are concerned with the legal protection of your business and your personal assets, the answer is yes. Much more than simply filing Articles of Incorporation or Articles of Organization, obtaining tax ID numbers and creating a shareholder or membership agreement, a business lawyer can advise you of the applicable laws and help you comply with them. A business lawyer can help steer you away from future disputes and lawsuits. A business lawyer can help protect your tangible and intangible assets. A business lawyer can help you negotiate more favorable business transactions. Having a business lawyer can project positively on your business. Further, an established relationship with a business lawyer can be invaluable when you need to turn to someone who knows your business for quick legal guidance. Unlike some larger firms, we value our role as a business attorney and counsel to start-ups and small businesses. We realize that many small businesses have genuine concerns about lawyers running up large tabs for unwanted, unnecessary or questionable work. We are sensitive to that concern and actively work with you to control legal costs. We believe it is in both our interests to discuss the scope of work and the costs involved before we provide any legal services. We can provide estimates or fixed pricing plans so that your company has greater cost certainty. When to hire a business lawyer?You should seek a business lawyer if you or your company are . . . • organizing a new business. It has been my experience that those who rely on do-it-yourself incorporation kits to save a few bucks overlook and fail to understand the application of the various laws that a business entity must observe and the fix can often be many more times than the initial cost that would be spent in hiring an attorney to organize the business. If you form a corporation or a limited liability company (LLC), you must make sure that you properly capitalize the company, observe legal formalities and properly execute documents and agreements. Otherwise the liability protection offered by the corporation or LLC could be lifted and you can be held personally liable for claims against the corporation or LLC. This is often referred to as "piercing the corporate veil." A company must also ensure that it complies with certain legal requirements or it may become suspended. If you go to the California Secretary of State's website and search companies, you will find a surprising number of suspended companies. If your company enters into agreements as a suspended company, the agreements are voidable (which can allow the other parties to simply void the agreement, at their option). We can help you decide on the type of business entity that is best suited for your company. We can also prepare and file the organizational documents for the business (articles of incorporation or organization; bylaws, partnership or operating agreements; incorporator / organizational certificates, minutes of initial board of directors or managers meeting; minutes of initial shareholder's meeting). We can also provide information about business licenses and assist you in obtaining tax IDs. We can also issue share certificates, with proper legends. Since our attorneys are very experienced with this process, we can do so at a very reasonable cost. • hiring your first employees. Many employee disputes and lawsuits occur because companies fail to clearly define the employment relationship with the employee from the outset. Companies that fail to have employees sign invention assignment and non disclosure agreements risk future claims on its intellectual property. Companies that accept money from employees without proper documentation risk future ownership claims. Companies who fail to pay wages on a timely basis or breach applicable employment laws are subject to serious consequences. We can prepare employment agreements, invention assignment agreements, and non-disclosure agreements. We can advise you with respect to common traps that lead to expensive employee disputes regarding intellectual property ownership and equity ownership. We can also help you in the event of a later employee termination. • offering or issuing stock, options, warrants or convertible notes. The offer and issuance of stock, options, warrants, convertible notes and other types of securities are heavily regulated by both state and federal securities laws. The registration of stock and security offerings and preparation of the disclosure documents can be a timely and expensive proposition. Legal compliance is complex and the consequences can be severe. The company and its directors, officers and advisors may be held liable for losses incurred by the shareholders or security holders if securities laws are violated. Even worse, those who violate certain anti-fraud statutes can be subject to criminal penalties. We can advise you as to the applicable securities laws. We can typically structure the offering so that the Company can qualify for an exemption to registration. We also can help prepare or review the disclosure documents that accompany the offering. • planning to create and develop new products and services. It is important to protect the ownership of all of the company's creative work and intellectual property including inventions, patents, trade secrets, trademarks and copyrights. We can help you take steps to protect your creative works and, in the case of patents and inventions, we can assist you in securing a competent patent attorney. • launching new products and services to your customers or clients. When you sell a product or render services, you are in a position to set or initiate the terms of the underlying contract. Surprisingly, companies do not always take advantage of this fact. We can prepare product, sales, service or service level agreements that you can present to your customers or clients. We can draft these agreements to address your specific products and services and with language that best protects your interests. • entering into third party prepared contracts. Leases, supplier agreements, distribution agreements and other contracts drafted by third parties are often one sided in the other party's favor (e.g. escape clauses, disclaimers, penalties, provisions shifting liability to you). We can review your third party contracts, look for problem areas and prepare appropriate contractual amendments or addendums. • seeking to resolve internal disputes. Disputes among co-owners, partners, shareholders, directors, officers and key employees can tear a company apart, if left unresolved. We can advise you regarding your legal options and suggest practical ways to help resolve disputes and differences within the company. We can help communicate (and if necessary, negotiate or mediate) an acceptable resolution. • acquiring another business. Acquiring a business entails a morass of business, tax and legal issues. We can help structure an acquisition in the most suitable manner, conduct due diligence on the business to look for unforeseen liabilities and risks, negotiate the terms of and document the transaction. We can provide assistance in securing key personnel, valuable intellectual property and the assignment of the acquired business's contracts. We will also help you comply with all the regulatory and contractual requirements necessary to close the transaction including the preparation of a legal opinion. • selling your company. Selling a company entails a morass of business, tax and legal issues and affects shareholders, employees and customers. We can advise you on your duties to your shareholders, employees and customers and can help you structure the transaction and negotiate terms most favorable to you. We can also provide advice with respect to tax consequences, restricted stock transferability, earn-out provisions, employee contracts and non-compete provisions. We will also help you comply with all the regulatory and contractual requirements necessary to close the transaction including the preparation of a legal opinion. • seeking to continue the business upon the departure of a key person. In small businesses, the loss of a key person can be devastating. Death, disability, illness, retirement, voluntary departure or involuntary termination can lead to the sudden departure of a key person. Without a succession plan in place, the company's own survival may be in jeopardy. We can help advise you as to how best to address these contingencies. We can prepare a buy sell agreement, a shareholders agreement or an employment agreement to address your specific concerns. If you or your company could utilize the services of a business lawyer or corporate attorney, please contact us to set up a consultation by dialing 800-747-9354 (non-US callers – dial 703-777-7319) or via e-mail to mail@dglegal.com. Government Contracts PracticeLawyers for Government ContractsIn the world of technology businesses a government contract can have a significant impact on success. When you are handling government contract matters as a prime or a sub-contractor, it is important to take steps to ensure the best possible results. Bid protests and disputes with Department of Defense (DOD) groups like the Army, Navy or Air Force involve a number of different players and the landscape can be confusing. Actions can be filed with the contracting officer, the Government Accountability Office (GAO), or in the Court of Federal Claims to name a few. Our attorneys are admitted in Court of Federal Claims (recent case NewTech Systems, Inc. v. Department of Defense (Navy)) and have experience with large bid protests at the GAO (World Airways bid protest for $495 million) Work with Dunlap, Grubb & Weaver, a D.C. Beltway law firm that focuses exclusively on legal matters that will help your business grow. Our law firm provides counseling and litigation expertise in all phases of government contracts. We are experienced transactional attorneys and litigators with knowledge of supply and service contracts, construction contracts, federal grants, federal acquisitions regulations (FAR and DFAR) and GSA multiple-award contracts (such as IDIQ) from years of direct experience by our attorneys in government, the military and the private sector. Government Contracts Law - Defense and Military AdvantageWhen it comes to defense contractors, we are uniquely qualified. Three of our firm's attorneys hold U.S. government clearances and have the capacity to give you counsel when you need discretion or when the government requires it. Three of our attorneys have served as officers in the U.S. military and have worked with both national and international clients on secret and confidential government contract matters. At Dunlap, Grubb & Weaver, PLLC, we handle a wide range of matters related to government contracting:
Contact Dunlap, Grubb & WeaverDoes your business need legal assistance with a government contract matter? Contact Dunlap, Grubb & Weaver, PLLC by calling 800-747-9354 or 202-316-8558 to schedule a confidential consultation or e-mail us at mail@dglegal.com. Our law firm is uniquely qualified to assist in government contract matters and looks forward to exceeding your expectations Venture Capital Services & Private EquityWhere Government & Venture Capital ConvergeOur firm is located in the Washington, DC Metro area, the leading location for start-up companies and business seeking capital in an unstable economy, where venture capital and the government converge. Our attorneys have experience working with venture capital firms, angels and private investors across the United States and overseas. If you are a company that seeks, venture capital funding, we can help your business become more venture capital friendly. Because obtaining venture capital is often a difficult process and only a small minority of businesses achieve their ultimate goals we cannot guarantee success, but we can definitely improve your odds. We can also help you explore other capital and financing alternatives-angels, private investors and lenders. Finding VC FundingIf you are able to successfully attract venture capital or other private financing, we can help you negotiate the terms of the venture capital or private investor contract. We can advise you on how to best protect your interests. While venture capital can be very positive, it certainly comes with risks. Without experienced legal representation, many entrepreneurs have readily signed into contracts that they later regretted. We understand the types of provisions that can be the source of traps for unwary entrepreneurs such as liquidation preferences, preferred class preferences, anti-dilution clauses, security interests, and provisions which give up too much management control or permit an easy path to board and management takeovers. ComplianceWe can help you comply with all the legal requirements including preparation of offering documents to comply with the disclosure laws, creation of any new preferred classes of shares in accordance with state corporate law, and state and federal security registration to comply with state (blue sky) and federal (SEC) laws. We can generally structure the transaction so that it is exempt from registration, which is very expensive and time consuming. DisputesWith all of the changes in financial positions many companies and even venture capital firms themselves are feeling the squeeze and have become more risk averse. This can lead to disagreements for things like capital calls and the non-availability of financing when a note balloons or terms out. We have delt with these situations time and time again. Contact us at 800-747-9354 (overseas call 202-316-8558) or mail@dglegal.com.
Mergers & AcquisitionsFrom helping to grow and preserve your assets to achieving your business and financial goals, Dunlap, Grubb & Weaver, PLLC partners with you through every step of a merger or acquisition. Our lawyers assist businesses locally and across the nation in buying, selling or combining different corporate structures to maximize business potential, market share and wealth. Partners With Valuable Advice — Just When You Need ItMergers and acquisitions have the potential to permanently alter your business model. With this much riding on a business transaction, it is important to partner with a law firm equipped to give the right advice. At Dunlap, Grubb & Weaver, PLLC, our attorneys bring a broad range of big-firm, sophisticated transactional experience to the practice of law as a focused boutique firm. We use the extensive and diverse experience of our attorneys to conduct in-depth assessment and analysis of transactions. Completing this due diligence gives our clients peace of mind that their business is getting the best possible results. They can rely on our valuable advice at a time their business needs it the most. Dunlap, Grubb & Weaver, PLLC also assists with each aspect of the merger or acquisition:
Dunlap, Grubb & Weaver, PLLC can effectively and efficiently provide the legal support you need during your transaction with the same resources and experience found at larger firms, at a fraction of the cost. Legal Partners for Mergers and AcquisitionsDoes your corporate strategy call for rapid growth, or are you selling your business and moving on? If so, contact Dunlap, Grubb & Weaver, PLLC for legal help during the purchase, sale or merger of your business. Our Washington, D.C., and Leesburg, Virginia, law offices are available by calling (202) 316-8558 or (703) 777-7319. |
