GENERAL COUNSEL

What is a General Counsel, and what does he do?  That's a common question, so let me explain by starting with an analogy.  An Internal Medicine or Family Practice Doctor performs a similar role in medicine.  Those doctors handle the "whole patient", and are the general treating doctors.  If a specialist is needed, they know where to find them and they monitor what the specialist does.

In business law, the general counsel performs the same role. Every day the small businessman has a variety of legal issues to deal with, some small that he/she handles and others that require the assistance of an attorney.  Perhaps it is a lease problem, or a building purchase/sale, or a contract or, unfortunately, litigation.  Maybe the owner wants to start a business but doesn't know the steps.  Perhaps the owners don't get along and need a "business divorce", or have a name that they want to trademark, or they are negotiating with a bank or investor and need assistance.  The issues are endless and as broad or narrow as the business.  The owner knows how to run the business, they generally don't have the knowledge or experience to handle these legal matters.

The point of all this is that the client explains the situation and the attorney's job is to identify the issues to be resolved, recommend solutions, and on the agreement of the client, to implement them.  Sometimes that means bringing in a specialist, but generally not.  If a specialist is needed, the attorney will find them, perhaps negotiate the fees, and monitor the efforts for the best benefit and the least cost, for the owner.

Business Law-joint owners

It is a common practice when two folks start a business to decide on joint ownership.  It might be as 50-50 partners in a partnership, or 50% ownership in stock, or as equal members and joint managers of an LLC. Let me suggest it is a recipe for major trouble, or a disaster.  The problem comes when there is a disagreement.  How do you settle it?  Somebody has to concede, or there is no resolution--which is what commonly happens.  Since neither party has a majority, either party can block a decision.  The decision then gets made by a third party--either an arbitrator or a judge.  That means you have turned your business and the resolution of the dispute over to someone you don't know, who knows nothing about the nuances of your business, or the effect of resolving the impasse.  His/her job is to resolve the dispute--that's it. 
Usually the dispute is over a big issue. Sometimes it is financial, sometimes it is emotional.  Whatever the basis, it is obviously important enough to the parties to create this impasse and commonly means the relationship cannot continue. 
As radical and unacceptable as this may sound, I suggest that someone has to have the final decision making authority, otherwise you are back to the judge or arbitrator.  Remember that the decision maker has a fiduciary duty to the best interests of the business, not their personal interests.

CAM CHARGES

bendelow law officeWhen tenants are negotiating a lease for a commercial property they commonly look at the rent as the main financial term.  While that is critical,  there is another critical element, and that is the Common Area Maintenance or CAM charges.  Those are the charges for the common area of the building.  The definition of the common area is critical and should be closely examined.  Some landlords include the roof, or the Heating, Ventilation and Air Conditioning (HVAC) system as part of the CAM charges.  Tenants think of sidewalks, parking lots and landscaping as common area.  While those are all generally included, the above examples are not unusual.

Another element is a management fee. I have seen the fee as a percentage of the rent or other times totally undefined and annually a very big number. I recently saw a 15% depreciation fee included. 

The point of all this is that CAM charges are in addition to the rent.  Landlords are wise enough to know that tenants focus on rent.  CAM charges can add major amounts to the monthly bill, so examine them closely.