Brian's Blog

An Open Memo about Confidentiality


There are a few things that I want my clients to know about confidentiality when they deal with my law firm. This post is an open memo collecting those thoughts in one place.

First, your attorney has an ethical obligation to keep your information confidential. That’s why I don’t sign many nondisclosure agreements. It’s not so much that I don’t want to be on the hook contractually for safeguarding information that is disclosed to me. Rather, my license to practice law–my very livelihood–is on the line. Most people feel like that is enough protection.

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Getting Paid

Getting Paid

I recently made a short presentation at Experts 4 Entrepreneurs about making sure customers pay what they owe. I had a lot of fun with it and thought it might be worthwhile to share here. I’ve embedded the PowerPoint slides below, but slides to my presentations often don’t tell the whole story, so here’s a little detail.

The presentation starts with an illustration about my not-so-pleasant experiences donating blood. (Apparently, my body needs all its blood.) How is that relevant to making sure you get paid? Because cash is a business’s life-blood. When customers don’t pay their invoices, they starve a business of a critical resource that it needs to stay healthy.

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Why I don’t Use Automatic Email Disclaimers

email disclaimer

It’s standard fare for law firm emails to have lengthy disclaimers at the end. It’s also standard for the disclaimers to be automatically inserted by the firm’s email system. And the disclaimers are inserted into ALL emails, whether or not they’re meaningful given the context of individual emails.

When I started Blue Maven Law a couple of years ago, I decided not to have disclaimers inserted automatically into my emails. Here’s why.

Automatic email disclaimers don’t really do anything

The main reason I don’t use automatic email disclaimers is that they’re ineffective. Most law firm disclaimers have one or more of these components: (1) a notice that the email is confidential; (2) a request for help with misdirected emails; (3) a warning that email isn’t a secure method of communication; and (4) a notice required by IRS Circular 230 that disclaims tax advice.

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Blog Review: Startup Law Blog

blog and book reviews

Blogging has been one of the most satisfying endeavors I’ve undertaken business-wise since leaving a corporate firm in 2010 to help build a business law practice at an insurance defense firm. Seeing how valuable the corporate firm brand had been for business development — a benefit I no longer enjoyed — I decided that blogging would be a good way to enhance my reputation as someone who knew what he was talking about. I wanted to focus my business development efforts on providing contract review and negotiation services to corporations, so I blogged as theContractsGuy.

One of the wonderful side effects of blogging that I didn’t foresee was making friends in the blogosphere. One fellow blogger I met while on a business trip to Seattle a couple of years ago was Joe Wallin, who blogged for a number of years at the Startup Law Blog (Joe has since left the firm that hosts the blog and he now blogs at I met a few other awesome fellow bloggers on that trip and wrote about it in Making Friends Through Blogging.

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How to Make Your Noncompete Unenforceable

noncompetition agreement

I’ve had a number of clients over the years comment that noncompetition agreements aren’t enforceable. As a blanket statement, that’s simply not true, although some states — most notably California — severely restrict them.

It is true that courts aren’t big fans of restrictive covenants. And it’s not unusual for a court to refuse to enforce a noncompetition agreement. However, it’s often the case the problem lies in the noncompetition agreement itself when considered in the context of applicable law.

A case in point is the noncompetition agreement at issue in NanoMech v. Suresh, an 8th Circuit case which was filed last month. In that case, NanoMech tried to enforce a noncompetition agreement against a former employee who went to work for a competitor. Applying Arkansas law, the federal district court refused to enforce the noncompetition agreement, and the 8th Circuit affirmed the decision.

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Meet the Team — Bill Ellis

Bill Ellis - Branding Expert

It takes a team to build a quality business. Partly because no single person has all the expertise that’s required. And partly because no one has the time to do everything that needs to be done.

According to Michael Gerber in The E-Myth Revisited, most businesses are started by technicians, not business people. Technicians are people who make stuff or provide services. For example, someone works at a company baking pies and decides to open a bakery. That person might be a great baker, but he or she might not have what it takes to build a good business.

In my case, I’ve spent a career helping people with their business deals — buying or selling businesses, negotiating contracts with key suppliers, setting up new businesses. All these are the work of technicians. For over a decade, I’ve spent my days involved in business as a trusted advisor helping my clients make informed business decisions, but I haven’t been responsible for developing and executing a business strategy.

When I decided to pursue the business idea that has become Blue Maven Law, I knew I needed help. The first person I called was Bill Ellis. It was a great move.

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Starfield’s SBA Articles — Resource of the Week

business and legal resources

The Pennsylvania-based law firm Starfield & Smith does a lot of SBA loan closings around the country. They share their knowledge and experience in articles posted on their website. In this post I describe a few of the articles on loan topics to give you a flavor of what’s available. But you should check out the Starfield archives.

Best Practices: Technical Corrections to SOP 50 10 5(F). This piece is representative of Starfield’s articles that keep readers abreast of developments in SBA loan rules. The article highlights important changes and contains a link to the updated SOP.

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Tax Clearance Basics

seller's taxes are a punch in the face

When you buy a business, you should make sure that the seller is caught up on paying state taxes. If you don’t, you might find yourself stuck with the bill after closing. Worse yet, you might find that your shiny new business is encumbered by a tax lien.

In every state I’m aware of, the law allows state taxing authorities to assess the buyer of a business for unpaid taxes of the seller — even if the transaction is structured as an asset sale. Tax obligations follow the business assets, even if the purchase agreement says that the buyer isn’t taking on those liabilities.

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NRAI Filing Charts — Resource of the Week

small business resources

I wrote recently about why business buyers should perform lien searches as part of their due diligence process. This week’s featured resource is a series of charts published by third-party search company National Registered Agents, Inc. These charts summarize information relating to filing requirements for each of the 50 states in one handy place.

For example, the incorporation chart summarizes the corporation law in each state about such matters as cumulative voting, preemptive rights, general purpose clauses, required forms, and fees. NRAI has similar charts for limited liability companies and limited partnerships.

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