Wednesday, 25 November 2009 19:00

Dollars and sense

You might not think of your accountant as some sort of bean counter, better suited for the Dark Ages than for the Age of Information. Most folks, after all, recognized the error of that thought years ago.

You also might not think of that same accountant as a trusted business adviser. But you should.

Gone are the days when your accountant would just sit down with the company ledger and crunch numbers. An accountant is able to offer so much more now, especially in this economic state.

Need to evaluate your inventory turnover, to analyze what is selling, what is not and why? An accountant can do that.

What about an examination to make certain that all available credit lines are being used or that capital needs are being met? An accountant can do that, too.

And, of course, there are taxes, an area where there has been so much evolution that one industry expert says he estimates the number of allowable tax incentives and minimization techniques has more than doubled during the quarter of a century since he analyzed his first set of financial reports. Another expert says the number has more than tripled during that period. Whatever the actual amount of exponential growth, there is no doubt that accounting is more complicated, and more important, than ever.

“An accountant with a lot of experience can help the company take some of the best practices and apply them to their business,” says Joe Mazza, managing director of Los Angeles offices, RSM McGladrey. “An accountant can help a company prepare financial projections, assist the company with its banking relationships, look at the company’s costs and help them find ways to streamline costs.

“An accountant can just add value in so many different areas.”

Talk with your accountant

The key to bringing your accountant into your proverbial inner circle is communication. Nothing is more important, just ask an accountant.

“You cannot develop a relationship if all you’re doing is meeting with your accountants once a year when it’s time to prepare financial statements or file your tax return or put out a wild, raging fire, metaphorically speaking,” says AndrĂ© Schnabl, managing partner, Atlanta office, Grant Thornton LLP. “A meaningful relationship is built over time because trust is only built over time.”

Without some level of constant and consistent communication, your accountant cannot know the full spectrum of activity within your company and, in turn, might be unable to offer constructive criticism and potentially prosperous ideas and suggestions.

Many industry experts recommend you plan to get together with your accountant for at least three or four formal meetings per year, though multiple variables might swing that number higher or lower, including the size of your business, the challenges you are facing now and expect to face during the course of the next year, and the strengths and weaknesses of your internal financial team. Others recommend more casual meetings or phone calls in order to communicate on a regular basis.

Whether you meet around the boardroom table or over beers at your favorite bar, take advantage of that time to ask your accountant important questions, like how can you best utilize your accountant? What should you do internally? Externally? And what are your priorities for the next year?

A high level of communication with your accountant can also lead to you becoming more comfortable around each other. Your accountant should be familiar with the folks on your upper management team, and you should be familiar with the folks who play top roles for the firm.

“It’s key that the business owner, the CEO, the CFO, is not just in a relationship where the accountant is going through the motions, providing compliance services without giving any kind of feedback,” says John M. Yanak, managing partner, Grossman Yanak & Ford LLP, Pittsburgh. “The accountant should give feedback on things like what the company’s performance is like relative to their peers, what other companies are doing in this environment and what savings opportunities are available.”

Take advantage of financial opportunities

The reason so many accountants prefer to be so involved is because the more information they know about you and your company, the more areas they will be able to explore in order to save dollars and cents. And saving dollars makes sense.

“If CFOs or controllers are in constant contact with their CPAs or their firm, that really provides an avenue for the exchange of information and savings that can be generated,” Yanak says.

But the burden of trimming the budget lies not only with your accountant — you need to do your part, too. So be organized, be prepared, be proactive and be accessible.

Just consider the average audit. If your files are scattered around your office, stacked in piles that are toppling over, an audit performed by your accountant might last far longer than it should. In order to avoid a heftier bill, keep your internal financial team on a schedule to update your books regularly, perhaps even every day. Exorbitant costs for an audit — or even just a review or a compilation financial statement — are normally only incurred when you are not organized and prepared.

“Preparation is important, but planning is just as important,” Schnabl says. “Plan a series of discussions between client and auditor to have a full understanding as to how to build a plan that is efficient and taps into the client’s knowledge of the business and the auditor’s knowledge of auditing. Those conversations drive down the cost of auditing.”

If you are particularly strapped, you might even consider consulting with your accountant and other business advisers to consider altering the end of your fiscal year from the end of the calendar year to the end of another quarter. That would allow your accountant to work with you less during the peak months of January through April and more during the off months, when rates are far less expensive. And though such a shift is filled with internal and federal paperwork, the potential savings of such proactive measures can reach more than 20 to 30 percent.

There are even extreme situations where you might be able to save hundreds of thousands of dollars because you and your accountant are both accessible and open to conversation.

Several years ago, one industry expert was working with a client who had installed defective materials in a sewer and storm drain system, and the client lost thousands of dollars. Though the client was able to file a claim against the manufacturer, the expert was also able to find a case law that allowed for the property loss to carry back 10 years, a far longer retroactive period than the standard two or three years. The result? The client received $500,000 in large part because the expert had been involved in the situation from the start and because the two sides were accessible to each other.

“Accountants need to make themselves available for their clients,” Mazza says. “My wife used to say that there is no such thing as an accounting emergency, that you’re not a brain surgeon. But if there’s a transaction going on and there are millions of dollars at stake, where the client is concerne d, it is just as important as brain surgery.”

Published in Houston
Wednesday, 25 November 2009 19:00

Dollars and sense

You might not think of your accountant as some sort of bean counter, better suited for the Dark Ages than for this Age of Information. Most folks, after all, recognized the error of that thought years ago.

You also might not think of that same accountant as a trusted business adviser. But you should.

Gone are the days when your accountant would just sit down with the company ledger and crunch numbers. An accountant is able to offer so much more now, especially in this economic state.

Need to evaluate your inventory turnover, to analyze what is selling, what is not and why? An accountant can do that.

What about an examination to make certain that all available credit lines are being used or that capital needs are being met? An accountant can do that, too.

And, of course, there are taxes, an area where there has been so much evolution that one industry expert says he estimates the number of allowable tax incentives and minimization techniques has more than doubled during the quarter of a century since he analyzed his first set of financial reports. Another expert says the number has more than tripled during that period. Whatever the actual amount of exponential growth, there is no doubt that accounting is more complicated, and more important, than ever.

“In a down economy, how you get the most out of your relationship with your accountant is by realizing they are part of the team,” says Gary Isakov, managing director of the Cleveland offices, SS&G Financial Services Inc. “You need to align yourself with your professionals and say, ‘OK, guys, the economy’s tough, things are hard, let’s put our collective minds together and see what we can do best for the firm.’

“Everyone brings a different perspective, everyone sees different things in the marketplace, and a lot of good conversation and discourse occurs.”

Talk with your accountant

The key to bringing your accountant into your proverbial inner circle is communication. Nothing is more important, just ask an accountant.

“It is absolutely pivotal that there is communication back and forth,” Isakov says. “I really believe that people need to get in front of their clients.”

Without some level of constant and consistent communication, your accountant cannot know the full spectrum of activity within your company and, in turn, might be unable to offer constructive criticism and potentially prosperous ideas and suggestions. The more communication between you and your accountant, the more opportunity and the higher the possibility you will receive a far more favorable result.

Many industry experts recommend you plan to get together with your accountant for at least three or four formal meetings per year, though multiple variables might swing that number higher or lower, including the size of your business, the challenges you are facing now and expect to face during the course of the next year, and the strengths and weaknesses of your internal financial team. Others recommend more casual meetings or phone calls in order to communicate on a regular basis.

Whether you meet around the boardroom table or over beers at your favorite bar, take advantage of that time to ask your accountant important questions, like how can you best utilize your accountant? What should you do internally? Externally? And what are your priorities for the next year?

A high level of communication with your accountant can also lead to you becoming more comfortable around each other. Your accountant should be familiar with many of the folks on your upper management team, and you should be familiar with many of the folks who play top roles for the firm.

“With public companies, companies should be meeting with their auditors all the time,” says Larry Cruise, audit practice leader of Northeast Ohio offices, Ernst & Young LLP. “For example, in our Northeast Ohio practice, most of our audit teams have offices with clients, so we’re there every day. We see them every day, we eat lunch with them, we have meetings with them. That work is going on all the time.”

Take advantage of financial opportunities

The reason so many accountants prefer to be so involved is because the more information they know about you and your company, the more areas they will be able to explore in order to save dollars and cents. And saving dollars makes sense.

“You can’t look at anything in a vacuum,” Isakov says. “To be a truly good adviser to your businesses, you need to understand what the business owner is feeling and seeing. The only way to have that done is for them to share with you their concerns, their hopes, their aspirations.”

But the burden of trimming the budget lies not only with your accountant — you need to do your part, too. So be organized, be prepared, be proactive and be accessible.

Just consider the average audit. If your files are scattered around your office, stacked in piles that are toppling over, an audit performed by your accountant might last far longer than it should. In order to avoid a heftier bill, keep your internal financial team on a schedule to update your books regularly, perhaps even every day. Exorbitant costs for an audit — or even just a review or a compilation financial statement — are normally only incurred when you are not organized and prepared.

“A lot of it is just being prepared,” Cruise says. “Have key account reconciliations and analyses prepared and reviewed, make sure you can explain things to the auditors at an executive level, prepare financial statements and analyses early in the process, digest and analyze new accounting pronouncements, and do your homework.”

If you are particularly strapped, you might even consider consulting with your accountant and other business advisers to consider altering the end of your fiscal year from the end of the calendar year to the end of another quarter. That would allow your accountant to work with you less during the peak months of January through April and more during the off months, when rates are far less expensive. And though such a shift is filled with internal and federal paperwork, the potential savings of such proactive measures can reach more than 20 to 30 percent.

There are even extreme situations where you might be able to save hundreds of thousands of dollars because you and your accountant are both accessible and open to conversation.

Several years ago, one industry expert was working with a client who had installed defective materials in a sewer and storm drain system, and the client lost thousands of dollars. Though the client was able to file a claim against the manufacturer, the expert was also able to find a case law that allowed for the property loss to carry back 10 years, a far longer retroactive period than the standard two or three years. The result? The client received $500,000 in large part because the expert had been involved in the situation from the start and because the two sides were accessible to each other.

“Especially in a down economy, you need to call those meetings,” Isakov says. “You just need to get people around a table and figure out what to do.”

Published in Cleveland
Monday, 26 October 2009 20:00

Firm commitment

Paying a lawyer may be the last thing you want to think about. But when it comes to keeping your company afloat, seeking counsel can be your life vest.

During troubled times, you need an adviser who understands your business and your leadership personality. While many CEOs see trips to the lawyer’s office in terms of dollar signs, keeping ahead of the legal curve will pay off in the long run.

“Legal advice can help you both where you are already doing things and where you’re not,” says Laura E. Ellsworth, partner-in-charge, Pittsburgh office, Jones Day. “If you’re entering into some kind of legal relationship with someone, talking to a lawyer in advance can help with terms and conditions.”

Your attorney can be a valuable member of your cabinet who provides strategic advice to boost your bottom line. By viewing your lawyer as a business partner — and his or her fee as an investment in your company — you can capitalize on your lawyer’s legal training and experience.

Develop an effective relationship

By understanding where you’ve been and where you’re headed, your attorney can help you navigate the corporate waters and avoid legal icebergs. But the only way he or she is going to acquire that knowledge is through open discussions.

“In any situation the lawyer is going to want to have the facts,” says Daniel I. Booker, partner, Reed Smith LLP. “Who is involved? Who did what to whom? What are the key documents?”

While some matters, such as tax tips, can result in tangible savings, others may not show an immediate fiscal return. Still, it’s hard to image what costly bumps you may encounter without the foresight of a seasoned professional.

“You want to bring in your lawyer when the two of you can decide where you want to drive this train,” Ellsworth says. “If you bring in your lawyer when you’re putting the train on the tracks, you figure how to position it and where the switches are. That’s a lot better than calling your lawyers after it has run off the tracks and you’re trying to force this multi-ton thing back on the tracks.”

The best advice at the right time can save a bundle. However, you can’t be shelling out for unnecessary discussions. Thinking through an issue before calling your lawyer makes the best use of his or her time and your money. Routine situations, such as hiring matters, may be handled by your human resources department, where more complex situations, like harassment claims, require immediate legal attention.

If a matter requires a meeting with your lawyer, prepare notes, gather documents and create an agenda in advance. Sending information to your attorney ahead of time lets him or her come prepared to address the issue. Ensuring that the appropriate people are in the meeting or available on-call can avoid a costly follow-up.

“Come into the meeting with clear business objectives and be prepared to explain them to the lawyers,” Ellsworth says.

Investing in appropriate communication builds a long-term partner. However, it’s important to trim away excess chatter. Designating one contact person in your company eliminates the chance of your lawyer giving the same advice twice. If you have a recurring document, such as a purchase agreement, ask your attorney to approve a form you can use repeatedly, without getting his or her OK each time.

If you are hesitant to call your lawyer for fear of being charged by the hour, you may find relief in negotiating a flat rate for some services. Flat fees work best with a finite project, such as trademark filings. With many companies anxious to budget their costs, most attorneys will discuss fee structures.

“Most lawyers will, in order to get a client to come to know them, agree to a flat fee,” Booker says.

The billable hour makes sense when it is unclear how much attention the matter will require, such as litigation. In hourly situations, it’s wise to ask for the person with the lowest billing level who can perform the work well. A junior associate can handle smaller issues in exchange for a slimmer bill. With complex matters, it is more efficient to pay a higher hourly rate for a fast-working, experienced partner.

“There are situations where no one, in advance, can predict how much time and effort is going to be required,” Ellsworth says. “You don’t want to work yourself into a billable corner, when a law firm is going to have a problem throwing the very best people at your matter to give you the best service.”

No matter the billing structure, be sure to get a written contract that includes not only the services and the rate but also builds in checkpoints where the lawyer will call to discuss progress.

“Part of the chemistry with the lawyer has got to be that the business leader and the lawyer are both willing to be upfront and open to talk about fees,” Booker says.

When your business is moving along, it’s beneficial to check in with your attorney at least once a year. Such interactions make you a household name in the firm and can result in better overall service.

“The most important thing a company can do to managing its legal risk is for the business leader to find a legal adviser who he trusts, who he can bounce things off of, and won’t get charged an arm and a leg,” Booker says.

Find the right fit

Before you turn over your spreadsheets, make sure your attorney complements your style. You may be eager for your day in court, but your attorney is best in settlements. Being on the same page is imperative to long-term success.

“You need to think about what is the best outcome for your company, and then devise the relationship with that lawyer that is going to achieve that objective,” Ellsworth says.

Finding a legal mind that matches your corporate spirit is no small task. As with other services, it’s wise to get recommendations from your colleagues. Referrals from your current professional team, such as your banker and accountant, can be especially helpful.

Consider where others in your industry get their legal advice. Intimate knowledge of your market is priceless when it comes to staying on top of regulatory changes. And the legal relationship is bound by attorney-client confidentiality, so you can sleep easy knowing your company’s dark secrets aren’t being broadcast.

“Find an existing client of that lawyer or firm who either has your issues or works for a company like yours,” Ellsworth says. “Then pick up the phone and ask them what they think. That kind of conversation is worth a thousand words of law firm brochures.”

Once you’ve identified a few lawyers, schedule brief meetings with each. While many firms can handle the technical work, it’s important to find someone you feel comfortable with. Ultimately, the better you and your lawyer know and understand each other, the more hazards you can avoid.

“The way a lawyer really wins points with a client is just to tell a client one time that we’re not the best people in this matter,” Booker says. “If you find a lawyer willing to tell you that, you should develop that relationship. Go back to him the next time you need general advice.”

Published in Pittsburgh
Monday, 26 October 2009 20:00

Firm commitment

Paying a lawyer may be the last thing you want to think about. But when it comes to keeping your company afloat, seeking counsel can be your life vest.

During troubled times, you need an adviser who understands your business and your leadership personality. While many CEOs see trips to the lawyer’s office in terms of dollar signs, keeping ahead of the legal curve will pay off in the long run.

“We can, as the company’s trusted adviser, help the leaders think about what their growth will look like, how they should be thinking about their future legal needs and help them avoid costly litigation later,” says Gary Singer, co-chairman, transactions department, O’Melveny & Myers LLP.

Your attorney can be a valuable member of your cabinet who provides strategic advice to boost your bottom line. By viewing your lawyer as a business partner — and his or her fee as an investment in your company — you can capitalize on your lawyer’s legal training and experience.

Develop an effective relationship

By understanding where you’ve been and where you’re headed, your attorney can help you navigate the corporate waters and avoid legal icebergs. But the only way he or she is going to acquire that knowledge is through open discussions.

“We welcome a chance to confer with clients, to serve as their sounding board, and we don’t necessarily charge for that day-to-day or minute-to-minute,” Singer says.

While some matters, such as tax tips, can result in tangible savings, others may not show an immediate fiscal return. Still, it’s hard to image what costly bumps you may encounter without the foresight of a seasoned professional.

“There are things you need to do to be prepared for the fact that California is very litigious and employers are often targets,” says Charles L. Harris, managing partner of Orange County office, Lewis Brisbois Bisgaard & Smith LLP. “There are things you can do to prevent lawsuits from being brought against your company, and if they are brought, to enhance your position in the lawsuit.”

The best advice at the right time can save a bundle. However, you can’t be shelling out for unnecessary discussions. Thinking through an issue before calling your lawyer makes the best use of his or her time and your money. Routine situations, such as hiring matters, may be handled by your human resources department, where more complex situations, like harassment claims, require immediate legal attention.

If a matter requires a meeting with your lawyer, prepare notes, gather documents and create an agenda in advance. Sending information to your attorney ahead of time lets him or her come prepared to address the issue. Ensuring that the appropriate people are in the meeting or available on-call can avoid a costly follow-up.

“Probably the most important is for them, before contacting legal counsel, to really think about the questions that they have for counsel,” Singer says. “And to discuss the questions and issues among executives or businesspeople at the company and make sure everyone agrees that these are the right legal questions for the law firm.”

Investing in appropriate communication builds a long-term partner. However, it’s important to trim away excess chatter. Designating one contact person in your company eliminates the chance of your lawyer giving the same advice twice. If you have a recurring document, such as a purchase agreement, ask your attorney to approve a form you can use repeatedly, without getting his or her OK each time.

If you are hesitant to call your lawyer for fear of being charged by the hour, you may find relief in negotiating a flat rate for some services. Flat fees work best with a finite project, such as trademark filings. With many companies anxious to budget their costs, most attorneys will discuss fee structures.

“We are open to alternative fee arrangements that, in effect, reward our efficiency and, as importantly, make the legal spending more predictable for clients,” Singer says. “The goal is to make sure our clients’ interests and those of our firm are aligned.”

The billable hour makes sense when it is unclear how much attention the matter will require, such as litigation. In hourly situations, it’s wise to ask for the person with the lowest billing level who can perform the work well. A junior associate can handle smaller issues in exchange for a slimmer bill. With complex matters, it is more efficient to pay a higher hourly rate for a fast-working, experienced partner.

No matter the billing structure, be sure to get a written contract that includes not only the services and the rate but also builds in checkpoints where the lawyer will call to discuss progress.

“There are all sorts of ways to manage both the expectations and the resulting billing, which are appropriate to discuss at the outset of a relationship,” Harris says.

When your business is moving along, it’s beneficial to check in with your attorney at least once a year. Such interactions make you a household name in the firm and can result in better overall service.

Find the right fit

Before you turn over your spreadsheets, make sure your attorney complements your style. You may be eager for your day in court, but your attorney is best in settlements. Being on the same page is imperative to long-term success.

“It’s important that the attorneys know going in what the client’s expectations are,” Harris says. “Asking hard questions gets the good answers, and the only right answer is the answer that everybody agrees upon.”

Finding a legal mind that matches your corporate spirit is no small task. As with other services, it’s wise to get recommendations from your colleagues. Referrals from your current professional team, such as your banker and accountant, can be especially helpful. Also consider the lawyer’s role in the community.

“With our electronic communication, there is lot of opportunity to learn about law firms on the Internet,” Harris says. “Ask around and schedule multiple interviews and interview more than one firm. Many times, personalities are a better fit with one firm as opposed to another.”

Consider where others in your industry get their legal advice. Intimate knowledge of your market is priceless when it comes to staying on top of regulatory changes. And the legal relationship is bound by attorney-client confidentiality, so you can sleep easy knowing your company’s dark secrets aren’t being broadcast.

Once you’ve identified a few lawyers, schedule brief meetings with each. While many firms can handle the technical work, it’s important to find someone you feel comfortable with. Ultimately, the better you and your lawyer know and understand each other, the more hazards you can avoid.

“Any firm that is interested in earning your business would be happy to sit down with you for a short time and discuss their capabilities and the issues facing the client and be prepared to present a proposal on how they can service that client in a cost-efficient manner,” Harris says.

Published in Orange County
Monday, 26 October 2009 20:00

3 Questions

Scott Alderton is a founder and partner at Stubbs Alderton & Markiles LLP. Alderton is also the co-chairman of the firm’s Venture Capital and Emerging Growth Practice Group. A corporate and technology lawyer, Alderton focuses on advising middle-market, technology, emerging growth and development stage companies.

Q. How can following legal advice save money for an average company?

The principle way that it saves money is that it is much easier to avoid a problem than it is to solve a problem. To have proactive advice from a lawyer who is anticipating issues and questions you may have in the context of a business transaction goes a long way to saving money. Being proactive and trying to properly structure around a transaction is much easier than having a problem and trying to fix it later.

Q. How can a business get the most out of a billable hour?

In any transaction, a client is very well served to have an extensive discussion with the lawyer upfront to get the expectation or a detailed cost estimate. Absent of any significant change, they’ll have a good idea of how many hours will be involved and what the project will cost. That also causes the lawyer to be more concerned about the amount of time they’re billing.

Q. What steps should a company take to find the right lawyer?

The most important thing is to make sure that they find a lawyer that has extensive domain experience in the area that they’re seeking representation. A lot of times, the businessperson is concerned over competitive aspects or the sharing of confidential information and will not want to hire a lawyer who represents a competitor of the company. Lawyers are bound by law through the attorney-client relationship, and it’s the most protective relationship that a client can have in terms of protecting information. Finding someone that may represent their competitors may be the best thing, because they get a knowledgeable lawyer who not only handles the simple aspects of the legal transaction but can also give sound business advice and market information.

Published in Los Angeles
Monday, 26 October 2009 20:00

Legal Directory

Bodman LLP

1901 St. Antoine St., 6th Floor at Ford Field?
Detroit, MI 48226
(313) 259-7777
www.bodmanllp.com
Larry Shulman
Chairman
About
With more than 140 attorneys in offices in Detroit, Troy, Ann Arbor and Cheboygan, Bodman LLP attorneys provide expert counsel to some of the state’s most successful companies and wealthiest individuals on a broad range of issues.
Selected services
Commercial litigation, banking, environmental, technology, taxation

Butzel Long

150 W. Jefferson Ave.,
Suite 100
Detroit, MI 48226
(313) 225-7000
www.butzel.com
Philip Kessler
Chairman and shareholder
About
Butzel is a leading law firm with more than 240 lawyers and offices throughout Michigan and in strategic locations in New York, Washington, D.C., Florida, Mexico and China. The firm’s practice ranges from clients on the cutting edge of technology and innovation to traditional industrial and manufacturing giants.
Founded: 1854
Selected services
Automotive, diversity, media, technology, labor

Clark Hill PLC

500 Woodward Ave.,
Suite 3500
Detroit, MI 48226
(313) 965-8300
www.clarkhill.com
John Hern Jr.
CEO
About
Clark Hill PLC is a full-service law firm that offers a depth of integrated resources, talented attorneys and other professionals who can anticipate and respond to the ever-changing business needs and challenges of clients. The firm has represented a diverse range of clients ranging from individuals and new entities to Fortune 500 corporations.
Founded: 1890
Selected services
Corporate, environmental, labor, litigation, tax

Dickinson Wright PLLC

500 Woodward Ave.,
Suite 4000
Detroit, MI 48226
(313) 223-3500
www.dickinsonwright.com
James Samborn
CEO
About
Dickinson Wright is a full service law firm with an expanding national practice. It has more than 260 attorneys practicing in 40-plus specialty areas, with primary offices located in Michigan, Nashville, Phoenix, Toronto and Washington, D.C.
Founded: 1878
Selected services
Bankruptcy, construction, environmental, immigration, M&A, taxation

Dykema Gossett PLLC

400 Renaissance Center
Detroit, MI 48243
(313) 568-6800
www.dykema.com
Rex Schlaybaugh Jr.
Chairman and CEO
About
Dykema Gossett PLLC is a leading national firm with nearly 400 attorneys and professionals and major offices located in Chicago, Dallas, Detroit, Los Angeles and Washington, D.C. Its client base includes individuals, publicly held corporations, hundreds of privately held companies, limited and general partnerships, associations, hospitals and managed care networks, banks and financial institutions, and retailers.
Selected services
Antitrust, compliance, environmental, intellectual property, securities, venture capital

Honigman Miller Schwartz and Cohn LLP

2290 First National Building
660 Woodward Ave.
Detroit, MI 48226
(313) 465-7000
www.honigman.com
David Foltyn
Chairman and CEO
About
Honigman is a leading business law firm, based in Michigan with an international practice. It is headquartered in Detroit with offices in Lansing, Oakland County, Ann Arbor and Kalamazoo, Michigan. The firm has more than 230 attorneys working in 40 different areas of concentration.
Selected services
Antitrust, environmental, litigation, real estate, tax appeals

Miller, Canfield, Paddock and Stone PLC

150 W. Jefferson Ave.,
Suite 2500
Detroit, MI 48226
(313) 963-6420
www.millercanfield.com
Michael Hartmann
Principal and CEO
About
Miller Canfield was the first law firm in Michigan to expand internationally by opening offices in Canada, Mexico, Poland and China. The firm has a global reach and a wide variety of legal services.
Founded: 1852
Selected services
Business litigation, finance, health, labor, real estate and tax

Secrest Wardle

30903 Northwestern Highway
P.O. Box 3040
Farmington Hills, MI 48333
(248) 851-9500
www.secrestwardle.com
Mark Morley
Senior partner
About
Established nearly a century ago with a single office in Detroit, Secrest Wardle has grown considerably over the years through a commitment to providing the best legal expertise available. It is now one of the largest firms in the Great Lakes area.
Selected services
Defense litigation and counsel for insurance, municipal and commercial clients
Published in Detroit
Monday, 26 October 2009 20:00

Firm commitment

Paying a lawyer may be the last thing you want to think about. But when it comes to keeping your company afloat, seeking counsel can be your life vest.

During troubled times, you need an adviser who understands your business and your leadership personality. While many CEOs see trips to the lawyer’s office in terms of dollar signs, keeping ahead of the legal curve will pay off in the long run.

“A good lawyer, thinking about long-term relationships, should be sympathetic to the client’s need to control cost and maximize the value of legal service,” says Bill Kleinman, partner in the corporate practice group, Haynes and Boone LLP.

Your attorney can be a valuable member of your cabinet who provides strategic advice to boost your bottom line. By viewing your lawyer as a business partner — and his or her fee as an investment in your company — you can capitalize on your lawyer’s legal training and experience.

Develop an effective relationship

By understanding where you’ve been and where you’re headed, your attorney can help you navigate the corporate waters and avoid legal icebergs. But the only way he or she is going to acquire that knowledge is through open discussions.

“A good lawyer is going to want to know as much about the company and the business and the challenges the business faces as possible; that helps the lawyer do his job,” Kleinman says. “A company should pull together some background materials about the company generally … and talk about the key challenges and opportunities that a company is facing.”

While some matters, such as tax tips, can result in tangible savings, others may not show an immediate fiscal return. Still, it’s hard to image what costly bumps you may encounter without the foresight of a seasoned professional.

“It would be best to get a good counsel at the beginning and determine what’s necessary for their business and periodically get with counsel to review what’s going on and where there might be a need for preventive legal advice as well as actual things that are occurring or transactions that give rise to legal issues,” says Thomas R. Helfand, shareholder and chair of the taxation, employee benefits and private business practice group, Winstead PC.

The best advice at the right time can save a bundle. However, you can’t be shelling out for unnecessary discussions. Thinking through an issue before calling your lawyer makes the best use of his or her time and your money. Routine situations, such as hiring matters, may be handled by your human resources department, where more complex situations, like harassment claims, require immediate legal attention.

“The place businesses should not try to do it themselves is anything with litigation or the threat of litigation,” Kleinman says. “Once there is a threat of litigation, anything that passes back and forth between the parties will become evidence.”

If a matter requires a meeting with your lawyer, prepare notes, gather documents and create an agenda in advance. Sending information to your attorney ahead of time lets him come prepared to address the issue. Ensuring that the appropriate people are in the meeting, or available on-call, can avoid a costly follow-up.

“The best thing would be to give the lawyer as much information as possible ahead of time so that the lawyer can actually have at the meeting the particular people from an expertise standpoint necessary for the meeting,” Helfand says.

Investing in appropriate communication builds a long-term partner. However, it’s important to trim away excess chatter. Designating one contact person in your company eliminates the chance of your lawyer giving the same advice twice. If you have a recurring document, such as a purchase agreement, ask your attorney to approve a form you can use repeatedly, without getting his or her OK each time.

If you are hesitant to call your lawyer for fear of being charged by the hour, you may find relief in negotiating a flat rate for some services. Flat fees work best with a finite project, such as trademark filings. With many companies anxious to budget their costs, most attorneys will discuss fee structures.

The billable hour makes sense when it is unclear how much attention the matter will require, such as litigation. In hourly situations, it’s wise to ask for the person with the lowest billing level who can perform the work well. A junior associate can handle smaller issues in exchange for a slimmer bill. With complex matters, it is more efficient to pay a higher hourly rate for a fast-working, experienced partner.

“Most of the time, clients focus only on the hours and they don’t focus on the rates and the staffing associated with those hours,” Helfand says. “Efficiency is a function of the amount of time, who is doing it and their rate.”

No matter the billing structure, be sure to get a written contract that includes not only the services and the rate but also builds in checkpoints where the lawyer will call to discuss progress.

“The best suggestion is to try to establish a target number of hours with the lawyer at the outset of the project,” says Kleinman. “A businessperson might expect that a project might take 100 hours but might say to the lawyer, ‘Spend 15 hours, and then let’s talk about where we are and what you see.’”

When your business is moving along, it’s beneficial to check in with your attorney at least once a year. Such interactions make you a household name in the firm and can result in better overall service.

“A lawyer should be a partner, recognizing that there are times when minimizing cost is the most important objective for a company, like in a down economy,” Kleinman says.

Find the right fit

Before you turn over your spreadsheets, make sure your attorney complements your style. You may be eager for your day in court, but your attorney is best in settlements. Being on the same page is imperative to long-term success.

“Think about what your business needs in a lawyer,” Kleinman says. “Businesses are different; lawyers are different. Some people want simple, clean, practical advice. Other businesspeople want complete protection against a variety of risks.”

Finding a legal mind that matches your corporate spirit is no small task. As with other services, it’s wise to get recommendations from your colleagues. Referrals from your current professional team, such as your banker and accountant, can be especially helpful.

Consider where others in your industry get their legal advice. Intimate knowledge of your market is priceless when it comes to staying on top of regulatory changes. And the legal relationship is bound by attorney-client confidentiality, so you can sleep easy knowing your company’s dark secrets aren’t being broadcast.

Once you’ve identified a few lawyers, schedule brief meetings with each. While many firms can handle the technical work, it’s important to find someone you feel comfortable with. Ultimately, the better you and your lawyer know and understand each other, the more hazards you can avoid.

“Once you get some names, you don’t just hire them,” Helfand says. “You need to talk to them, visit them and develop a trusting relationship.”

Published in Dallas
Monday, 26 October 2009 20:00

Legal Directory

Jones Day

325 John H. McConnell Blvd, Suite 600
Columbus, OH 43215
(614) 469-3939
www.jonesday.com
Elizabeth Kessler
Partner-in-charge
About
Jones Day is an international law firm with 30 locations in centers of business and finance throughout the world. With more than 2,400 lawyers, including more than 400 in Europe, and 200 in Asia, it ranks among the world’s largest law firms.
Founded: 1980
Selected services
Corporate & business law; litigation; labor & employment law

Baker & Hostetler LLP

65 E. State St., Suite 2100
Columbus, OH 43215
(614) 228-1541
www.bakerlaw.com
Daniel J. Gunsett
Managing partner
About
Baker Hostetler has more than 600 attorneys across offices coast-to-coast and internationally. The firm serves clients in such diverse industries as hospitality, health care, financial services, media, energy, sports and technology.
Founded: 1979
Selected services
M&A; environmental law; tax law; litigation; corporate

Bailey Cavalieri LLC

10 W. Broad St., Suite 2100
Columbus, OH 43215
(614) 221-3155
www.baileycavalieri.com
Donald G. Paynter
Managing director
About
Bailey Cavalieri is an Ohio-based law firm that provides transactional, litigation and counseling services to businesses and individuals both locally and globally.
Founded: 2003
Selected services
D&O liability; bankruptcy; corporate; health care

Thompson Hine

41 S. High St., Suite 1700
(614) 469-3200
www.thompsonhine.com
Anthony C. White
Partner-in-charge
About
Thompson Hine is a business law firm dedicated to providing superior client service. With approximately 400 lawyers in eight offices, we serve premier businesses worldwide.
Founded: 1981
Selected services
Construction; business litigation; real estate; corporate transactions

Bricker & Eckler LLP

100 S. Third St.
Columbus, OH 43215
(614) 227-2300
www.bricker.com
Richard C. Simpson
Managing partner
About
Bricker & Eckler LLP has offices in Columbus, Cleveland and Cincinnati-Dayton. The firm represents corporations, nonprofit organizations, government agencies, health care facilities, school districts and municipalities, as well as individuals.
Founded: 1944
Selected services
Health care law, construction law, bonds and public finance, real estate, education

Calfee, Halter & Griswold LLP

21 E. State St., Suite 1100
Columbus, OH 43215
(614) 621-1500
www.calfee.com
Douglas S. Morgan
Senior counsel
About
Calfee, Halter & Griswold LLP has been providing legal counsel for more than 100 years. With offices in Cleveland and Columbus, the firm recognizes that every client, business and deal is unique and treats each situation with integrity and an entrepreneurial spirit.
Founded: 1988
Selected services
Corporate law, government relations, litigation

Kegler, Brown, Hill & Ritter Co. LPA

65 E. State St., Suite 1800
Columbus, OH 43215
(614) 462-5400
www.keglerbrown.com
Michael E. Zatezalo
Managing director
About
Kegler, Brown, Hill & Ritter Co. LPA is a professional services firm providing innovative legal solutions for business, litigation, government relations, real estate, construction and IP needs, and more. The firm serves clients locally, nationally and globally.
Founded: 1964
Selected services
Mergers and acquisitions, corporate law, government relations, litigation, estate planning, real estate

McDonald Hopkins LLC

41 S. High St., Suite 3550
Columbus, OH 43215
(614) 458-0025
www.mcdonaldhopkins.com
Thomas M. Zaino
Managing member
About
McDonald Hopkins LLC is a business advisory and advocacy law firm. The company has five offices across the country and a diverse and loyal customer base. The firm provides comprehensive legal services and teams of specialized attorneys.
Selected services
Commercial services, finance, litigation, real estate, taxation

Porter Wright Morris & Arthur LLP

41 S. High St.
Columbus, OH 43215
(614) 227-2000
www.porterwright.com
Robert W. Trafford
Managing partner
About
Porter Wright Morris & Arthur LLP is a law firm with attorneys located in six offices in Ohio, Florida and Washington, D.C. The firm is committed to providing exceptional service to clients across a wide range of practice areas.
Founded: 1846
Selected services
Litigation, environmental law, finance, corporate law

Schottenstein Zox & Dunn Co. LPA

250 West St.
Columbus, OH 43215
(614) 462-2700
www.szd.com
James E. Davidson
President
About
With offices in Columbus, Cleveland, Cincinnati and Raleigh, N.C., Schottenstein Zox & Dunn has more than 125 attorneys who serve the business community, from small, entrepreneurial and family-owned businesses to publicly traded corporations.
Founded: 1966
Selected services
Labor and employment law, business/corporate/restructuring, litigation, health care law

Squire, Sanders & Dempsey LLP

2000 Huntington Center
41 S. High St.
Columbus, OH 43215
(614) 365-2700
www.ssd.com
Alex Shumate
Managing partner
About
Squire, Sanders & Dempsey LLP is a legal firm with a global presence, with 32 offices around the world and lawyers who operate in 30 languages. The firm represents a wide range of companies, industries and entities.
Fou nded: 1976
Selected services
Corporate law, litigation, labor and employment, public finance, health care law

Vorys, Sater, Seymour and Pease LLP

52 E. Gay St.
Columbus, OH 43215
(614) 464-6400
www.vorys.com
Russell M. Gertmenian
Managing partner
About
Vorys, Sater, Seymour and Pease LLP provides business and legal counsel to clients across the United States and around the world. The firm had 385 attorneys in eight offices in Ohio, Virginia, Texas and Washington, D.C.
Founded: 1909
Selected services
Real estate, corporate law, labor and employment, litigation, banking and finance

Jones Day

325 John H. McConnell Blvd, Suite 600
Columbus, OH 43215
(614) 469-3939
www.jonesday.com
Elizabeth Kessler
Partner-in-charge
About
Jones Day is an international law firm with 30 locations in centers of business and finance throughout the world. With more than 2,400 lawyers, including more than 400 in Europe, and 200 in Asia, it ranks among the world’s largest law firms.
Founded: 1980
Selected services
Corporate & business law; litigation; labor & employment law

Baker & Hostetler LLP

65 E. State St., Suite 2100
Columbus, OH 43215
(614) 228-1541
www.bakerlaw.com
Daniel J. Gunsett
Managing partner
About
Baker Hostetler has more than 600 attorneys across offices coast-to-coast and internationally. The firm serves clients in such diverse industries as hospitality, health care, financial services, media, energy, sports and technology.
Founded: 1979
Selected services
M&A; environmental law; tax law; litigation; corporate

Bailey Cavalieri LLC

10 W. Broad St., Suite 2100
Columbus, OH 43215
(614) 221-3155
www.baileycavalieri.com
Donald G. Paynter
Managing director
About
Bailey Cavalieri is an Ohio-based law firm that provides transactional, litigation and counseling services to businesses and individuals both locally and globally.
Founded: 2003
Selected services
D&O liability; bankruptcy; corporate; health care

Thompson Hine

41 S. High St., Suite 1700
(614) 469-3200
www.thompsonhine.com
Anthony C. White
Partner-in-charge
About
Thompson Hine is a business law firm dedicated to providing superior client service. With approximately 400 lawyers in eight offices, we serve premier businesses worldwide.
Founded: 1981
Selected services
Construction; business litigation; real estate; corporate transactions

Dinsmore & Shohl LLP

191 Nationwide Blvd., Suite 300
(614) 221-8448
www.dinslaw.com
Donald B. Leach Jr.
Managing partner
About
With more than 450 attorneys in four states and 10 offices, Dinsmore & Shohl is one of the largest full-service firms in the Midwest and the country.
Founded: 1908
Selected services
Workers’ Compensation; corporate law; real estate & construction; estate/trust law

Carlile Patchen & Murphy LLP

366 E. Broad St.
Columbus, OH 43215
(614) 228-6135
www.cpmlaw.com
Robert B. Barnett Jr.
Managing partner
About
Carlile Patchen & Murphy offers a host of legal services for businesses, from entity formation and ownership interests to financing, tax planning, and operations. The firm has 35 attorneys.
Founded: 1967
Selected services
Closely-held business law; litigation; employment; securities

Chester Wilcox & Saxbe LLP

65 E. State St., Suite 1000
Columbus, OH 43215
(614) 221-4000
www.cwslaw.com
John W. Bentine
Managing partner
About
Established in 1884, Chester Willcox & Saxbe, LLP is a full-service Columbus law firm with a business orientation designed to meet the needs of its corporate and individual clients, regardless of size.
Founded: 1884
Selected services
Family-owned businesses; corporate law; real estate; environmental law

Isaac Brant Ledmen & Teetor LLP

250 E. Broad St.
Columbus, OH 43215
(614) 221-2121
www.isaacbrant.com
Randy S. Kurek
Partner
About
Isaac, Brant, Ledman & Teetor is a law firm with more than 30 attorneys who offer outstanding expertise in nearly all areas of legal practice.
Founded: 1984
Selected services
Intellectual property; government affairs; business; litigation

Maguire & Schneider LLP

250 Civic Center Dr., Suite 500
(614) 224-1222
www.ms-lawfirm.com
Patrick D. Maguire
Managing partner
About
Maguire & Schneider is a Columbus-based firm with more than 20 lawyers and represents clients that include financial institutions, regional real estate brokerage firms, title companies, insurance companies, governmental entities, small business, individuals and families.
Founded: 1993
Selected services
Criminal defense; regulatory proceedings; real estate; civil litigation

Roetzel & Andress LPA

155 E. Broad St.
Columbus, OH 43215
(614) 463-9770
www.ralaw.com
Thomas A. Dillon
Partner-in-charge
About
Roetzel & Andress is a law firm with 11 offices located in Akron, Cincinnati, Cleveland, Columbus, and Toledo, Ohio; Fort Lauderdale, Fort Myers, Naples, Orlando, and Tallahassee, Florida; and Washington, DC.
Founded: 1986
Selected services
Business law; trust & estate planning; medical defense; financial law

Lane, Alton & Horst LLC

2 Miranova Place
Columbus, OH 43215
(614) 228-6885
www.lah4law.com
Gregory D. Rankin
Managing partner
About
Lane, Alton & Horst offers representation in business, corporate and commercial matters to clients in Central Ohio, across the state and nationwide.
Founded: 1929
Selected services
Construction law; litigation; business & corporate law; professional liability

Benesch Friedlander Coplan & Arnoff LLP

41 S. High St.
Columbus, OH 43215
(614) 223-9300
www.beneschlaw.com
C. David Paragas
Partner-in-charge
About
Benesch, Friedlander, Coplan & Aronoff LLP is a business law firm with five offices in the United States and Asia. The firm’s areas of specialty include business reorganization, commercial finance and banking and securities.
Founded: 1984
Selected services
Public law; health care; corporate & securities; transportation law

Crabbe Brown & James LLP

500 S. Front St., Suite 1200
Columbus, OH 43215
(614) 228-5511
www.cbjlawyers.com
Jeffrey M. Brown
Partner-in-charge
About
Benesch, Friedlander, Coplan & Aronoff LLP is a business law firm with five offices in the United States and Asia. The firm’s areas of specialty include business reorganization, commercial finance and banking and securities.
Founded: 1984
Selected services
Public law; health care; corporate & securities; transportation law
Published in Columbus
Monday, 26 October 2009 20:00

3 Questions

Carl J. Grassi is the president of McDonald Hopkins LLC. Grassi serves as corporate counsel and business adviser to many middle-market and growth companies. He has extensive experience assisting clients in a variety of complex matters and frequently speaks on business planning topics for business owners, lawyers and accountants.

Q. When should a business seek legal counsel?

When you’re just formulating some ideas and thoughts, because at that stage, while it’s still fluid, there may be legal considerations and business planning considerations that a lawyer may be aware of that can assist in the development of the plan. Many times, lawyers are brought in on the back end when the plan has already been struck, and then it becomes more difficult to provide advice when the die has been cast. When the company believes there is the potential for litigation, they should be talking with counsel — not when a complaint is filed or comes to the forefront.

Q. Can a business negotiate a flat fee for legal services?

If it is a fairly routine service, the lawyer can give a flat rate as to what the cost is to provide that service. When a flat fee is negotiated or considered, it’s important that the client has a clear understanding of the scope of the services that are going to be provided so there is no misunderstanding by either party as to the level of the service. When an attorney and a client discuss a flat fee, there should be clear understanding in writing as to what services will be provided.

Q. How should a company prepare for a meeting with their lawyer?

When a meeting is being considered, the company should spend time beforehand outlining the matters to be considered and providing some of that information ahead of time to the lawyer, so that the lawyer can have some thought process to go into that meeting and be effective. They should prepare for the meeting with a set agenda as to what they want to cover.

Published in Cleveland
Monday, 26 October 2009 20:00

Firm commitment

Paying a lawyer may be the last thing you want to think about. But when it comes to keeping your company afloat, seeking counsel can be your life vest.

During troubled times, you need an adviser who understands your business and your leadership personality. While many CEOs see trips to the lawyer’s office in terms of dollar signs, keeping ahead of the legal curve will pay off in the long run.

“When a business owner sees a potential legal problem, reaching out sooner rather than later is much more cost effective for the business owner,” says Stephen W. Riddell, managing partner of Atlanta office, Troutman Sanders LLP.

Your attorney can be a valuable member of your cabinet who provides strategic advice to boost your bottom line. By viewing your lawyer as a business partner — and his or her fee as an investment in your company — you can capitalize on your lawyer’s legal training and experience.

Develop an effective relationship

By understanding where you’ve been and where you’re headed, your attorney can help you navigate the corporate waters and avoid legal icebergs. But the only way he or she is going to acquire that knowledge is through open discussions.

“It’s more preventative medicine; the lawyers can help you with the day-to-day policies and products in play to help you avoid stupid litigation,” says George C. Gaskin, partner, Business Transactions, Corporate & Taxation Department, Taylor English Duma LLP.

While some matters, such as tax tips, can result in tangible savings, others may not show an immediate fiscal return. Still, it’s hard to image what costly bumps you may encounter without the foresight of a seasoned professional.

“Many times, problems that fester and bounce along without a lawyer taking a look get a lot more complicated and a lot more difficult to solve or resolve because a lawyer hasn’t been brought in,” Riddell says.

The best advice at the right time can save a bundle. However, you can’t be shelling out for unnecessary discussions. Thinking through an issue before calling your lawyer makes the best use of his or her time and your money. Routine situations, such as hiring matters, may be handled by your human resources department, where more complex situations, like harassment claims, require immediate legal attention.

“A lot of companies are involved with layoffs right now,” Gaskin says. “They would want to consult their lawyer to make sure they’re doing it properly and following the procedures … and making sure it’s done in a way that they are not going to face a lawsuit.”

If a matter requires a meeting with your lawyer, prepare notes, gather documents and create an agenda in advance. Sending information to your attorney ahead of time lets him or her come prepared to address the issue. Ensuring that the appropriate people are in the meeting or available on-call can avoid a costly follow-up.

Investing in appropriate communication builds a long-term partner. However, it’s important to trim away excess chatter. Designating one contact person in your company eliminates the chance of your lawyer giving the same advice twice. If you have a recurring document, such as a purchase agreement, ask your attorney to approve a form you can use repeatedly, without getting his or her OK each time.

If you are hesitant to call your lawyer for fear of being charged by the hour, you may find relief in negotiating a flat rate for some services. Flat fees work best with a finite project, such as trademark filings. With many companies anxious to budget their costs, most attorneys will discuss fee structures.

“We can help and price it on a flat-fee basis,” Riddell says. “It saves them time and money and gives them what they need.”

The billable hour makes sense when it is unclear how much attention the matter will require, such as litigation. In hourly situations, it’s wise to ask for the person with the lowest billing level who can perform the work well. A junior associate can handle smaller issues in exchange for a slimmer bill. With complex matters, it is more efficient to pay a higher hourly rate for a fast-working, experienced partner.

“The most efficient lawyer in a big expensive firm is a senior associate/junior partner,” Gaskin says. “Their rate is not quite out of control yet, and they are the most efficient people you’ll get for the money.”

No matter the billing structure, be sure to get a written contract that includes not only the services and the rate but also builds in checkpoints where the lawyer will call to discuss progress.

When your business is moving along, it’s beneficial to check in with your attorney at least once a year. Such interactions make you a household name in the firm and can result in better overall service.

“In today’s legal and economic times, we need to help companies solve problems at a very reasonable rate,” Gaskin says. “Companies don’t have money to throw around and they don’t like throwing money at legal problems.”

Find the right fit

Before you turn over your spreadsheets, make sure your attorney complements your style. You may be eager for your day in court, but your attorney is best in settlements. Being on the same page is imperative to long-term success.

“If you’ve got a lawyer that’s fairly aggressive meeting with a client that’s very conservative, that’s not going to be a good fit,” Riddell says. “A fit where you’ve got someone that you’re comfortable with personally and professionally can enhance the relationship.”

Finding a legal mind that matches your corporate spirit is no small task. As with other services, it’s wise to get recommendations from your colleagues. Referrals from your current professional team, such as your banker and accountant, can be especially helpful. Also consider the lawyer’s role in the area.

Consider where others in your industry get their legal advice. Intimate knowledge of your market is priceless when it comes to staying on top of regulatory changes. And the legal relationship is bound by attorney-client confidentiality, so you can sleep easy knowing your company’s dark secrets aren’t being broadcast.

“The key is trying to find someone who practices in their industry,” Riddell says. “That industry expertise can be very, very valuable. If they have a lawyer that understands their industry, that can be helpful to the company.”

Once you’ve identified a few lawyers, schedule brief meetings with each. While many firms can handle the technical work, it’s important to find someone you feel comfortable with. Ultimately, the better you and your lawyer know and understand each other, the more hazards you can avoid.

“If you get some legal advice and good policies and procedures in place, that can save you money,” Riddell says.

Published in Atlanta