Upsize is a magazine with a single mission: to help Minnesota's small-business owners build bigger and more profitable companies, and to connect CEOs with the people, products and ideas they need to grow.
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legal services Bb "Everyone knows to take an aspirin when they have a headache, or to use antibiotic ointment and a bandage in the case of a cut or scrape. But no one should try to set a broken bone or self-diagnose a concussion." Pat Shriver, Fafinski Mark & Johnson single-owner businesses, there's probably little harm in using online legal service. However, whenever a business has two or more owners the internal rules governing the operation and management of the business and the relationship between the owners becomes significantly more important. Online legal services do not include a number of provisions in the paperwork needed to create a corporation that attorneys routinely include. An example under Minnesota law is the statute that directors of the corporation are elected under a "cumulative voting" mechanism that "weights" the vote of minority owners so the board of directors is more likely to include representatives elected by minority owners. However, this rule is counterintuitive to most people's understanding of how election of directors should work (most people presume the majority owner of a corporation is able to elect the directors of the corporation), and without modifying the cumulative voting rule in the articles of incorporation (which every business attorney would advise), the owners of the corporation may one day be surprised to find out they have been electing directors incorrectly for several years. the information required in the application is not particularly onerous. The simplicity of the process hides the fact that there are several nuances to the registration of trademarks that may affect the trademark holder's ability to register their trademark now or to enforce or trademark rights in the future, and these nuances are not apparent to attorneys who do not regularly practice in this area, much less non-attorneys. It is common for applications to register trademarks to be rejected for one of several formal or substantive reasons, requiring the filing of additional materials or modifications to the trademark application that do not readily lend themselves to easy understanding, and it can be difficult even to understand the reasons for rejection, much less how to resurrect the application. sion. Similarly, forming a single-owner business entity or applying to register a fairly basic trademark may be something that clients could and should do on their own or with the assistance of the legal services company. However, more complex services will obviously require the assistance of counsel. Lastly, it is important to recognize what you are actually looking for. If you already know what type of business entity you need or how you want your assets passed on to your heirs (and understand the tax ramifications of your plan), you may only need the assistance of a service company that will help you draft or file the right document. But if what you are looking for is the ability to discuss your legal needs and receive personalized advice, you're likely better served by hiring an attorney. A medical analogy Being an attorney, I am somewhat biased in favor of having a real, live attorney to advise clients on all legal matters. But this bias is not so absolute that I wouldn't advise potential clients to utilize these online legal services sometimes, and I have given that advice on several occasions. So how are you able to decide when to use an online legal services provider and Beyond the obvious when to engage an attorney? Of course, Yet another legal task that is commonly there is no hard and fast rule, but I can marketed by online legal service provid- analogize legal services to medicine. ers is federal registration of trademarks. Everyone knows to take an aspirin when And at first glance, the registration prothey have a headache, or to use antibiotic cess looks fairly simple. The U.S. Patent ointment and a bandage in the case of a and Trademark Office accepts applicacut or scrape. But no one should try to set tions to register trademarks online, and a broken bone or self-diagnose a concusContact: Pat Shriver is a shareholder at Fafinski Mark & Johnson, the Eden Prairie law firm: 952.995.9500; pat.shriver@fmjlaw.com; www.fmjlaw.com www.upsizemag.com december 2013 • january 2014 upsize 9