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The Virginia LLC

Learn more about the key issues business partners should to discuss during the start up phase of a Virginia LLC!

Perkins Law Winner-Take-All Tennis Match Nearly Sold Out

February 13, 2015–Only a few tickets remain for the upcoming Friday Night Lights Tennis Event at Salisbury Country Club on Friday night, February 27.  A fun evening of great tennis, buffet dinner, silent auction, and the Perkins Law $500 Winner-Take-All Challenge Match between two of RVA’s top singles players–Michal Ciszek (Willow Oaks CC) and Cesar Grobel (Salisbury CC).  Visit www.richmondtennis.org for ticket information.Friday Night Lights Poster

Recent Headlines Highlight the Importance of Ethics

February 11, 2015–Another week, another highly publicized example of unethical, unsavory, or unsportsmanlike behavior. Perhaps never before has a strong commitment to ethics been more important than it is today in business, sports, and society in general. Whether you label it unethical behavior, lapse in judgment, bending the rules, pushing the envelope, or just an innocent mistake, our society today seems to have increasingly little tolerance or sympathy for those who lie or cheat for personal gain (and an even greater willingness and ability to flush out bad behavior when it happens)…and if you get caught and then try to cover it up or lie your way out of trouble, then you should expect nothing but public fury and vitriol for your futile efforts.
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This month’s prime examples are NBC’s Brian Williams and the one or more adult officials associated with the Jackie Robinson West All-Stars little league baseball team from Chicago, IL. The former was recently suspended without pay for six months and now faces a tarnished reputation and a very uncertain future in an industry where your professional integrity and reputation are paramount. It is baffling why such a highly-respected journalist felt compelled to embellish (some might use a different word than “embellish”) the story of his helicopter ride that fateful day in Iraq.

In the latter case, the likely motive is perhaps easier to comprehend–the coaches/leaders of the team strategically redrew or improperly measured boundary lines so as to field a stronger team, thereby increasing their chances for success. Never mind how or why they got caught, the reality is they did, and now they have been stripped of their national title by Little League International.

Horribly sad stories, but both situations could have been so easily prevented if the key participants would have simply done the right thing by telling the truth and playing by the rules.

While these are painful lessons for those involved, from another perspective it is gratifying to see such strong public sentiment against unethical and dishonest behavior.

For members of the RVA business community, the take away question is what steps is your company taking to demonstrate its commitment to business ethics? This will be the topic of an upcoming #RVAbizlaw TwitterChat. Stay tuned for more details.

‪#‎RVABizLaw‬ TwitterChat Series kicks off on Friday, February 6 at 2:00 pm

#RVABizLaw TwitterChat Series Flyer

The topic of discussion will focus on franchising–what is it, what laws regulate it, what to look for before buying one, where to go for helpful info, current franchising trends in RVA, and whatever else comes up during the discussion.

Preview

  1. What is a franchise?
  1. What’s the difference between a franchise and a license?
  1. How many franchise systems exist in the U.S?
  1. What are some good ways to research franchise opportunities?
  1. What does “FDD” stand for?
  1. Does Virginia regulate franchising?
  1. What are some good books for prospective franchisees to learn about franchising?
  1. What are some benefits of franchising?
  1. What are some of the drawbacks of franchising?

10.  What is the Virginia Franchise Forum?

Top Issues for Young Physicians to Understand About Their Employment Agreements

For a young physician, his or her first employment agreement with a health care company or physician group is a major milestone.  What should be a stepping stone to a successful and rewarding professional career could lead to major problem if not carefully reviewed, negotiated, and fully understood before signing.  Absent unusual circumstances, Virginia courts tend to hold people to the terms of the contracts they voluntarily sign.  Here are a handful of important issues typically addressed in physician employment agreements:

1.  Term and Renewal.  It is important to understand the commitment being made between the contracting parties in terms of period of time.  Is this a one-year term or a multi-year deal?  Upon expiration of the initial term, does the agreement renew automatically or only if someone proactively exercises a renewal option?  Can either party terminate the agreement early and, if so, under what circumstances?

2.  Duties.  What are the employer’s expectations and requirements for its new employee?  This provision is often vague and open-ended to maximize flexibility for the employer.  At a minimum, parties should specify whether this will be a part-time or full-time position and what the typical work schedule will be (e.g., night, weekend, and holiday work schedules should be memorialized).  Will the physician/employee be allowed to do outside work (commonly known as moonlighting)?

3.   Compensation.  Compensation seems like a simple concept, but this topics is often a source of dispute and concern when it comes to professional service providers.  Compensation can take various forms including base salary, bonus opportunities based on a variety of factors and formulae, continuing education allowance, paid leave, retirement benefits, disability benefits, severance/deferred compensation, moving expenses, signing bonuses, and the list goes on.

4.  Restrictive Covenants.  This set of provisions typically includes non-compete and non-solicitation restrictions (sometimes non-hire provisions) that will restrict what an employee can do after the employment agreement expires or terminates.  These provisions are subject to a lot of negotiation (rightfully so) and should be carefully tailored to suit specific facts and circumstances.  If not drafted carefully and reasonably, Virginia courts will not be inclined to enforce restrictive covenants.  From an employee’s perspective, however, it would be dangerous to sign an overly restrictive agreement in the hopes that a court would refuse to enforce it down the road.

5.  Patient Records.  Under Virginia law, patient records belong to the employer (the healthcare facility or physician group), not the individual physician.  Employer ownership of patient records is typically confirmed in the Employment Agreement.  From an employee’s perspective, it is helpful to negotiate some form of transition mechanism allowing for a patient records to be copied and distribution of a jointly prepared notice to the departing physician’s patients.  Ultimately, it is a patient’s right to choose his or her physician.

This is just a modest sample of the issues typically addressed in a physician employment agreement.  Perkins Law is pleased to assist employers and employees with the drafting, review, and negotiation of employment agreements and other contracts to memorialize key business relationships and transactions.

Famous Dave’s Bar-B-Que Closes its RVA Locations

December 31, 2014–National BBQ chain and franchisor Famous Dave’s abruptly closed all three of its RVA locations this past week–tough break for the dozens of employees who found themselves out of work during the holiday season (query whether any of the employees received severance pay–not legally required, but surely a best practice among companies committed to their team.  Famous Dave’s not only owned and operated the three restaurants, but also owned the sites, so it will be interesting to see how long those sites remain dark.

On the other hand, this could prove to be a wise business decision by Famous Dave’s, whose ratio of company-owned to franchised units is relatively high and, historically, the conventional wisdom is that franchised units outperform company-owned locations.  A franchise system with company-owned units typically likes to maintain an 80/20 or 85/15 ratio between franchised and company-owned locations.

The Richmond BBQ market has gotten increasingly competitive over the past 10 years or so, with an interesting combination of franchise brands like Famous Dave’s and independently-owned restaurants like Buz and Ned’s (who generously encouraged the newly displaced Famous Dave’s employees through social media to apply for openings with them), Q Barbecue, and Alexander’s BBQ.

Perkins Law Master List of Virginia Benefit Corporations Updated for 2014

Social entrepreneurship is alive and well in the Commonwealth of Virginia, as evidenced by the growing number of Virginia benefit corporations in existence (according to data from the State Corporation Commission).  Since the Virginia Stock Corporation Act was updated in 2011 to create the benefit corporation, approximately 60 benefit corporations have been formed under Virginia law.  Not too shabby, but plenty of room for growth.  If you’d like a complimentary copy of the Perkins Law Master List of Virginia Benefit Corporations, or would like to know more about benefit corporations and how they differ from traditional stock corporations, email or call anytime.

Perkins Law Ranked in “Best Law Firms” of 2015

Richmond small business and franchise law firm Perkins Law, PLLC has been recognized by U.S. News & World Report in its “Best Law Firms” rankings for 2015. “Best Law Firms” chooses lawyers based on client and peer reviews, as well as their professional excellence. The 2015 rankings included the highest number of participating firms and client ballots of record.

Perkins Law to Sponsor Upcoming Virginia Franchise Forum Event

October 31, 2014–Perkins Law is pleased to be a sponsor of the upcoming Virginia Franchise Forum event on Wednesday, November 19, 2014 from 5:30 to 7:00 pm at the Westwood Club.  The featured speaker will be Eric Simon, FRANdata Senior Franchise Intelligence Advisor.  Eric will be presenting FRANdata’s franchising year in review and 2015 forecast.  This is always a highly anticipated event on the VFF calendar, providing useful insights for both franchisors and franchisees.  The cost is $25 and includes heavy hors d’oeuvres and a cash bar.  Call (804) 783-9314 to register.  Feel free to contact me directly with questions about the VFF, which has been organizing educational and networking events for the RVA franchise community since 2008.

Congratulations to Several New Virginia 501(c)(3) exempt organizations

Perkins Law is privileged to work with many respected members of the Virginia nonprofit community, both newly formed and established organizations.  These organizations pursue charitable missions ranging from providing athletic programs and events for wounded warriors to poodle rescue (and just about everything else in between), and several have recently received their 501(c)(3) determination letters from the IRS.  Congratulations are  in order for:

Scheuer/Lincord GP Rescue, Inc.

For the Love of Poodles Rescue of Richmond, Virginia

Crossroads Adaptive Athletic Alliance

National Dance Society

Virginia Association for Health, Physical Education, Recreation, and Dance, Inc.