What to Ask a Lawyer When Starting a Business | Business Lawyer Profile

hey there folks welcome to another edition of the inside bs show today we're talking about what to ask a lawyer when starting your business that's right we're doing a business lawyer profile for you and my guest today is sarah sawyer sarah is a business lawyer with the law firm of offutt kerman in maryland as an experienced business lawyer and civil litigation attorney sarah works with business owners to implement policies and practices that keep their businesses running smoothly she helps them avoid expensive legal battles and she fights for them when litigation arises sarah focuses her practice on providing her clients with business advice drafting and analyzing employment documents ranging from employment agreements and severance agreements to employee handbooks and litigating all aspects of general civil and commercial disputes with a diverse background of representing large companies and small business clients in private practice and working as in-house counsel sarah recognizes the importance of understanding all aspects of a client's business when providing advice whether it's compliance complex commercial litigation or business strategy related when counseling clients she takes the time to understand the ins and outs of her clients businesses and employs a holistic approach when addressing their legal needs and concerns i am really thrilled to welcome sarah sawyer to the inside bs show sarah welcome to the show thanks for joining us today appreciate you being here yeah thanks for having me dave i appreciate it excited to be here all right so this is a business lawyer profile so tell us a little bit about your background did you always want to be a business lawyer so i actually um i always did but i did start my career as a prosecutor um so in the criminal realm of things which was a great way to get into court and get some litigation litigation experience and be in the courtroom right away right after getting barred but i always had my eyes set on wanting to represent business owners so that's where i i ended up here at off at kerman and uh doing what i love which is great okay so what what do you find to be the biggest challenge when working with businesses in the practice of law as a you know as a business lawyer is the biggest challenge helping people understand the risks they face because entrepreneurs are known as risk takers what do you find is the biggest challenge yeah i think that you really hit the nail on the head there as far as you know risk assessment and figuring out where we can kind of blend together compliance and the practical right so a lot of strategy involved in that so a lot of my job is to make sure that businesses when they're getting started and as they are on their journey throughout you know growing the business and all the way down to wind down phase or sale or any type of thing they might do that they are balancing obviously the practical world that we live in um with also the laws that we all have to play by the the rules of the game so to speak um and and how to navigate those waters and um figure out the best way to stay out of trouble while also growing their businesses so we're we're doing this interview at uh probably right at the beginning of the end of the of the covet pandemic i mean you know we'll be we'll be navigating this for probably another six months or so but you get the feeling that things are starting to wind down when you speak with your clients you know when it comes to business and the law where the intersection of business and the law meet what are you seeing related to the pandemic and and your clients is there are there are there legal challenges that are that are specific to the pandemic oh yes a lot so i've been doing a lot of work over the last year with business owners on covid compliance when it as it relates to their employees especially i'm also some help navigating the new legislation things kind of different pieces of that as far as getting funding and those kind of things but largely around the employment side of things and how to make sure that they're complying with new laws which have been changing at a very rapid pace i know as a as a business attorney it really has been an interesting experience to feel a little bit like every day is a new law school problem um where it's just a new unique problem i mean laws laws change but in kova they change a lot you know a lot more quickly right now and there's a lot more regulations to keep up with i've had a lot of clients ask me well what's the one place i should check to make sure that i know what the current law is and i'm like there isn't one um so it's there's a lot of places to check it's you got to look at local all the way down to county so it's like you start at the federal see what the cdc is saying see what the federal government's saying then you drill down to state then you even sometimes have to drill down all the way to your local city county municipality so just been a lot of spent a lot of time in the last year really staying on top of those updates and making sure my clients know what's going on you're unique in that as far as i've seen you're almost as comfortable in the courtroom as you are handling documents handling you know business advisory services like you just described which do you which do you prefer i i like both um you know it's not it's it's hard to it's hard to choose one i would say that they actually play together a lot more than you would think so um you know it's really helpful to have both perspectives so when i'm working on drafting legal documents policies or contracts having the benefit of seeing seeing how those things have played out in court is a huge advantage um so it is helpful and then vice versa right so if i'm in court working with contracts and documents um policy documents things like that having been someone who's drafted those documents and worked very intimately with them and and with business owners and their implementation of them also helps as well so they really go hand in hand um and it's great to be able to help a client on the front end trying to you know from a protective risk analysis standpoint um all the way through if if things happen because especially i i've mentioned employment law a few times i mean that's something i deal with a lot um with with businesses and when you're dealing with people i mean it's it's one of the biggest assets of of your business but it's also one of the most unpredictable because you're dealing with people so that's something that often we do a lot of work around because that can often turn into very costly litigation yeah you know one of the things that i love to ask litigators all the time you know i that this phrase complex commercial litigation i've never met a litigator who says to me no dave i don't do the complex stuff i only do the stupid easy litigation right sarah what's your definition of complex commercial litigation so really when you're talking about conflict you're talking about getting involved in more issues more you know more cost more you know just a lot more of a heavier lift is why we're using that word to describe it because it really does run litigation really does run the gamut i mean we've got here in maryland we've got district court and circuit court we've obviously got federal court as well um but in district court for example you've got small claims court can be a can be an option right so that's when you're dealing with really smaller claims um as far as dollar amount is concerned the cost of litigation is low there's not a whole bunch of parties involved it's you know there can be but it's it's usually not it's a little bit more which you'd see on tv with the you know judge judy um you know kind of thing but um not quite but but somewhat similar so um that is that's kind of on one end of the spectrum and then you get on to the other end of the spectrum where you do have a lot more um complex issues complex uh things come with you know that can be because of a high damage number or it can just be you know there's there's a lot um at stake and in different ways because there's a lot of different costs associated with litigation even outside of money so okay so talk to me about what what to ask a lawyer when starting your business right because you've been you've been a general counsel too so let's say i'm a well-funded startup what should i be asking my lawyer when i'm starting my business usually i ask the questions first that's you know actually you want your attorney to ask you the question something yeah it's good to get um because a lot of times when you're starting your business there's so many things to think about you want to know where to start and a lot of times the client has kind of some idea they're like all right i want to protect my ip i want to make sure that i'm paying my employees correctly i want to make sure that i set my business up in the proper format that makes the most sense from a cost-saving tax standpoint and for sets me up for my future plan you know whatever that looks like whether it's going to be sale or whether it's going to be having multiple entities what does that look like um and so they have those general buckets and i would say those are the kind of to your point are the kind of general buckets to be asking about but really you know i i really like to take those buckets and say all right well let me ask you where are you headed what is because if i don't have an understanding of what your goals are uh what the destination is that we're we're headed towards and you know what the long-term plan is it's really hard for me to tell you exactly what the legal plan should look like um and so that's that's really where i like to start off is like all right well what's your goal what do we look like in five years if this if you do everything right where do we what are we working with how many employees are we looking at how many entities are we looking at what kind of ip what kind of issues what you know are you partnering with people down the road what's what's this look like what so that i can give you the max amount of potential and options and flexibility in whatever we create so based on what you just said this is this is kind of a this is kind of a mood question now but do you need a lawyer to start a business i would recommend having having counsel um and i also just having a good team of um you know subject matter experts professionals so that you just you have people in place you know your accountant your you know someone who who's got your back on on the tax aspect um of things and an attorney to ask these questions too as far as putting the right documents in place it's a lot easier to put things in place i love when people call me when they're starting out and we can always go at whatever speed and whatever pace i mean i'm not gonna over you know uh give you a 50-page handbook on day one when you're starting your business and hiring your first employee right but um but i've always liked when people call me up up front so that we can get everything in place and then we can build from it instead of having to go backwards you know i have clients come to me often they're like my business consultant put this agreement together for me well you know that's those are those are interesting to work from i'm i'm a business consultant and i highly recommend you don't hire me to do your agreement you hire a lawyer um you know one of you know you mentioned something that's so important okay and actually you mentioned several things when i said to you what questions you ask a lawyer when you're when you're starting your business as a business lawyer you went through four or five different areas that are critical that most business owners don't think of so for example intellectual property okay that's a profit center for your business regardless of what business you have if you protect the ip correctly at the beginning right if you're going to hire employees right if you're going to hire employees you have to have policies and procedures in place and be fair and consistent so making sure that you know that before you hire your first employee that makes a lot of sense to me also making sure you know what your trade secrets are and making sure that your employees are going to agree to protect those trade secrets when you bring them on board all of these things have implications not just at the beginning of the business but throughout this is the reason why at least in my opinion you got to have a business lawyer and you need to contact that lawyer before you start your business what is give us a tell us a story a quick story about some mistakes that you've seen or a mistake that you've seen when people form their business that really hurts them later on if they had you in place initially if they had a business lawyer in place initially they wouldn't have made those mistakes yeah so i'll give you kind of two different categories um one on the formation side so kind of referring to someone having their business consultant put their agreement together uh often they won't leave you the exit strategies that you know we would we would provide um or i would provide is that you know they you you kind of get stuck in because people get very excited they want to get the deal done they want to sign on to something and so sometimes they end up signing on to terms that really aren't very good for them or really limit their future action because they're just in such a hurry so excited to get the deal done they don't want to lose the investor they don't want to lose the partner they're trying to get this done and they you know they just want to do it quickly and then they get they get stuck with these terms in a contract that's really hard to navigate around and build on and things like that so then you end up having you bring us in and we say well here we should redo this agreement ends up costing you more in the long run plus then you have to go back sometimes if there are partners involved or other individuals involved and negotiate then which is you're kind of now negotiating from behind and you really don't want to do that you want to have that discussion up front because if not you know if you're just kind of rushing it through and not putting the proper things in place you're just setting yourself up for a future conversation in a future battle and putting yourself at a disadvantage another thing i see often uh when it comes to employees so kind of in that bucket of things is paying people incorrectly which is a huge so this kind of brings you to the litigation side of things huge liability around paying employees improperly on the state and federal level um a really small what seems like a really small problem can get really big really fast and that's really hard and really damaging for a company when they're starting out yeah that's that's so so true um i think one of the things that we you you mentioned it right at the the beginning of the answer that question one of the things that we forget about is at some point you're gonna exit from your business right and your your business lawyer is there to help you think about that right from the beginning so that it doesn't cost you a lot more to unwind some of the things that you do up front okay let's take a couple of minutes because i uh i know you a little bit and i know you to be a very sharp business development person i know you to be really good at marketing your practice at law firm marketing so many people are wondering how to get business clients as a lawyer right i have a lot of attorneys who would love to work with business clients so what is your strategy how do you get business clients as a lawyer so i i a lot of it during cove it's obviously been a little bit different but i a lot of it's content uh marketing and putting that information out there um having discussions like this i find is is helpful um and just really putting with covet especially there's just been so much information to share and putting it out in a way that business owners who are very busy with other things can digest it and say all right i need to know the answers to this you know so a lot of people don't know what they don't know right so um really providing value and saying all right well here's how i can help and really just trying to be service you know service minded in that regard and getting out there getting information out there and being a resource both amongst business owners but also other service providers and you know partnering with them um because there's a lot of a lot of my clients have questions for accountants that i can't answer so you know i love being able to bring in another professional um you know to do some some marketing together or do some meetings together where they can answer those questions for my clients that i know that they have that um you know i can't answer and then we can um you know help each other's clients out in those in that respect so you're a big believer in education education-based marketing to attract business clients as a lawyer talk a little bit about some of the really cool stuff that you've done on linkedin share uh share with the folks who are who are watching the folks who are listening some of the um some of the really interesting content marketing education-based marketing you've done to attract business clients yeah so i've created a blog sawyer the lawyer uh my sir the lawyer blog so a little play on my name there make it easy to remember but that's really a place where i have all of my content and i've been placing on linkedin as well and do a newsletter but um i've been trying to really do a lot of different types of content marketing so whether it be video writing you know little one-pagers different things because everyone's everyone's busy everyone's got different things going on and everyone absorbs information differently so i've been doing some uh videos with my colleague russell berger called okay at work where we're really just having these types of conversations saved where you know it's just really practical conversations around well what are employers and business owners asking themselves right now um there's a lot of a lot of questions and a lot of things to deal with and and what's some practical advice and some things they should be thinking about so really trying to as yeah i kind of started this conversation um really trying to meld those two things together the practical and the informational and saying all right well here's the here's the law here's the rule here's the thing you need to pay attention to but what do we do with that where do we go from there and so that's really what my sort of lawyer blog is really focused around is the practical piece of that because we all live in the the real world and um you know have to try to figure out what what to do with this information right one of the things you mentioned for attracting business clients that i think is really sharp is doing some strategic alliance marketing so if you were going to go out and do a joint seminar let's say you did it during covet times you're going to do it virtually but you know maybe in person as as things begin to open up who would you as a business lawyer who would you connect with for a strategic alliance partnership for education-based marketing who'd be your ideal person to work with so who i've worked with in the past that's it's been great i mentioned accounting or tax that's been huge during cobit especially because there's just so many things that you know a lot of these this legislation that's come out has checked both of those buckets has had to do with the finances and the tax side there's been a lot of interplay so we've got the family's first corona virus response act say that six times fast i dare you um but the you know that that had to do with tax credits right and how employers are going to get so that that was leave that people um had to you know employers had to provide or businesses had to provide to their employees for whether they got stuck with covet or had child care responsibilities and then the government was going to reimburse businesses or is reimbursing businesses for that leave well part of that's through a tax credit and how does that work and what's the what's the you know we can say that that's how it works but how does it actually work you know what what do i need to ask my you know to your point dave about like what questions do i need to ask these professionals in my life it's like well what do i need to ask my tax professional what documentation do i need to keep how do i not end up in a situation where i get to the end of the year and go oh crap did i save all the right information so that one's been one that i think really um having an attorney and having an accountant are really those two people that really when you're starting a business that you need to be talking to i would say so people ask me all the time how do i find the right business lawyer or how do i find the right lawyer for my small business what what would you tell them i would say that you want to see who is i think right now the internet's obviously got a wealth of information um so that that's one place it's just kind of see who in your area is speaking on the topics or you know putting information out there on the topics that you're looking for help with um also you know it's a lot of its recommendations um talking to other people because there's i mean there's a lot of lawyers out there there's a yeah i know dave you know a lot of them there's a lot of a lot of attorneys out there so you want to see who's going to be a good fit as far as making sure they're they're thinking about that practical piece um and i think that a way to kind of vet that is through talking to professionals that you work with but then also just seeing what their footprint looks like seeing what kind of work they do and talking with them to see if they're going to ask you some of the questions that i shared with you here today dave and really drill down into your business and really get to know you and your business are they they asking those questions or do they seem like they just are like all right you need a you need a contract all right i'll put one together for you you know so because you want someone who's going to be a partner for you long term um be proactive and it's going to actually help you through the process this is something that i i've been meaning to ask you what unique insight do you think your time as uh general counsel has given you and how has it if if at all how has it changed your approach to how you advise your clients now yeah so i i was uh general counsel forever um for a bit and i being on the client that's like being on the client side right so uh it did help with the uh perspective i would say of just well when you've got a lot of things on your plate and this is just one call on your list you know it's calling your calling calling counsel to get advice and figure out what to do it's really uh helps with that perspective of trying to figure out well how do i make things easy and take things off of people's plates um and really make the best use of their time when they're talking with me be as efficient as possible get them the answers that that they're looking for and really what are they thinking what questions what you know so i got to put myself in those shoes a little bit and say what questions would i ask me if i was calling right so um so i'm always prepared to answer those questions and just ready to um you know always pivot and make sure that we make the most use of our time and that i i get i can explain things to people in a way that um that it's useful for them because i can spout i can recite the law at you that's probably not going to really help right so um i think it's really helped reaffirm that uh that approach of making sure that the information is communicated in a way that is helpful and efficient yeah you're you're you're in their mind you're in their head you you can enter the conversation going on in their mind because you've been there and that's something that i see only in somebody who either has your experience and you said i know a lot of lawyers but there are two types of people who i see who are very easily that can very easily enter the conversation going on in the client's mind the first is a second career lawyer so i work with a lot of people who you know were or business people and then they went to law school later in life those folks they're inside the mind of the business person because they've been there right and then there's folks like you who you spent time as a general counsel you know the business realities right and you can marry the legal ideals with the business realities in a way that allows you to enter a conversation from the perspective of the business person which i think is a tremendous competitive advantage for for a lawyer i i really do i think it's you know i think it's incredibly helpful because when the business owner says to you hey listen sarah you know i would love to do that but we just don't have the money you can go you know i get it well here's a here's an easier way to do it that you know it will keep you in compliance and then when you grow into the way to do it full-blown you know especially when it comes to employees and hiring there you can be in compliance without spending a bazillion dollars and then as you grow you can add pieces to your uh you know your the benefits that you offer folks and everything and you know that's why people like you are there to keep them within the within the confines of the law last question for you sarah what do you think is the most difficult thing working with a business owner particularly a small business owner what's the biggest challenge from a legal standpoint working with a small business owner um i would say part part of it is what what you're um describing is that it's it's i want to do this thing and this makes a lot of sense for me financially and for my business my business model how do i do it um and that's really where i like to be able to step in and say all right well let's figure out what the options are um and what the universe is and trying to to come at it from a standpoint so a lot of it's strategic so it's one thing to know the law um you know you need to that's the bare minimum you need to know know what's what the rules are what the rules of the game are but then it's taking that next you know next step and every business owner is different so everyone's got different risk tolerance and as i work with a client more i get to know kind of where they are on the spectrum and a lot of times can get more efficient with those conversations and strategy conversations because you can say all right well i know you know x y and z client over here would probably handle this situation this way once you make this choice but having worked with you i think you're probably more in this category but here's the universe here are options here's the risk associated with those options and which way are we going to go forward what are you comfortable with what makes the most sense and sometimes they you know clients will make the decision to not follow the wall right and so and that's not that's not my decision to make for them they need to make that decision and i always say as a litigator i'm i'm here you know so if it does hit the fan and uh you know you end up in an issue that's another benefit of of being on both sides is that um you know we we do everything we can to assess the risk and sometimes the risk is worth taking for some folks depending on their tolerance so and i'll always always be here to make the creative argument on the back end all right sarah so how can people get a hold of you if they want business advice if they want legal advice if they need help with litigation because they didn't follow their lawyer's advice how can they get a hold of you whether they're in maryland or not they can always call and you can if they're not in an area that that you're licensed you can definitely connect them with somebody who can help them how can they get a hold of you yeah so um one way is you can google sawyer the lawyer and check out my story of the lawyer blog which has my contact information my information but um also my email address is sarah.sawyer and sarah with an h very important um sarah.sawyer off at kerman.com and then my phone number is 410-209-6413 so always happy to help and as you said dave maryland is where i'm located but we also have several offices on the east coast and then also a lot of connections nationwide so always happy to uh to chat or uh message and and and help how i can we're gonna put all that information in the show notes so if you want to get a hold of sarah all that information will be there i highly encourage you to reach out to sarah as your business lawyer if you're in maryland or if you're anywhere up and down the east coast because sarah can connect you with somebody who's licensed wherever you are and the reason you want to do it ahead of time is so you don't make costly mistakes you don't make mistakes that are going to lead to litigation afterwards but sometimes you can do everything right and litigation still happens and when litigation does happen you can call sarah because she can try and get it resolved without it costing you a ton of money and if the other side decides that it's going to cost everybody a ton of money sarah can help you in that regard as well sarah thanks for joining us today it was great to have you we got a lot of insight from you on what to ask when starting your business what to ask a lawyer when starting your business and we also found out a little bit about how to get business clients as a lawyer so thanks again for joining us today thank you so much for having me dave all right folks that'll do it for this episode of the inside bs show we'll be back here again tomorrow for another edition of our show until then here's hoping you make a great living and live a great life you

2021-05-18 07:03

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