Business Tips

Legal Documents of NH - Mesmer & Deleault, PLLC is pleased to announce the launch of our new website: www.legaldocsnh.com. Linked
to our existing website, Legal Documents of NH was established to help our clients easily purchase documents online. . .

The Digital Age: Privacy and Data Security Challenges for Companies Everyone nowadays has heard of the issues surrounding
privacy and data security. Some have experienced firsthand unauthorized disclosures of their own private data. Companies need to be sensitive . . .

Landlord-Tenant Law and Evictions At one time or another most of us have been either tenants or landlords. This month we examine
some of the important features of New Hampshire residential landlord-tenant law and the eviction process. . . .

Digital Privacy Many companies nowadays are working with highly confidential company trade secrets. Their employment agreements
require employees to keep the secrets and to not disclose them anywhere. These agreements often also have non-compete and invention
assignment provisions that are intended to protect the employer's competitive advantage in the marketplace. . . .

Business and Intellectual Property The key assets of any business are its people, its innovations, its trademarks, its know-how, and its
goodwill - in other words, its intellectual property. Intellectual property has value in that it can . . .

Sick Leave in New Hampshire - Taking time off for the flu? New Hampshire has no law that requires employers to provide paid sick leave for
their employees. Most employers provide this benefit voluntarily. When they do, however, . . .

NH Comprehensive Shoreland Protection Act - Be Careful! - You own property near the water and you're planning to expand your building
footprint or clear trees or to add a garage. You've hired a contractor, you've obtained a building permit from your town and, if needed, a zoning
variance. You're ready to start construction or removal. No problems, right? . . . Maybe

Business Buyouts - Buying a business can be transacted in a large variety of styles. Sometimes by what are called acquisitions and mergers,
buyers can take title to all or part of an existing business (the Target). This can be done in-house by people working at the business, or

Bankruptcy Preference Actions - Getting Sued for Getting Paid - That delinquent debtor is always way past due to pay on account with your
business. The big check finally comes in, to your relief.

Maintaining the Company Shield - Many business owners form limited liability companies (LLC's) or corporations to protect their personal
assets from liability.

Workers' Comp and Independent Contractors - Good news for construction companies: on January 4, Governor Lynch signed the partial
repeal of that new workers' comp law requiring that corporate and LLC officers get comp for themselves.

Workers' Compensation Law 2007 - Watch Out for Recent Changes. - The legislature has been worried about the workers' compensation
crisis for quite a while, but has now come up with reforms that could alarm some businesses, especially construction companies.

The Time Limit for Construction Negligence Suits - A plaintiff typically has only a statute of limitations time limit to be concerned about when
filing a lawsuit.

Write it Down! - New Years is the time for resolutions. Make a resolution this year to always put it in writing. Here are a few tips in the areas of
contracts, patents, and trademarks.

Do You Know What Assets Your Business Owns? - If you own a business, it would be unthinkable not to have a list of its tangible assets such
as machinery and buildings.

Get Involved in Making Law - Some people have become discouraged about the law. They see examples in the media of what appears to be a
lack of justice, and extreme positions taken by interest groups and some politicians.

Your Personal Liability Shield - If your business is a corporation or a limited liability company (LLC), you need to let the world know it.

New Restrictions for Non-Compete Agreements In a recent case, Merrimack Valley Wood v. Near, the New Hampshire Supreme Court has
again clarified the law of non-compete agreements in the Granite State.

New Residential Construction Law - On January 1, 2006, a new law affecting both contractors and homeowners goes into effect. The new law,
HB 469, requires homeowners give residential contractors 60-days' notice of construction defects and an opportunity to respond before legal
action can be filed.

Maintaining the Company Shield - Many business owners form limited liability companies (LLC's) or corporations to protect their personal
assets from liability.

Terminating Employees? Is Your IP at Risk? - Whether an employee quits or is terminated by the company, one critical issue that is often
overlooked is the long term protection of intellectual property assets.

Is Your Company In Good Standing? - Every year around this time, the New Hampshire Secretary of State notifies all the New Hampshire
corporations and limited liability companies (LLC's) that it is time to file the Annual Report.

Interest and Attorney Fees in Collection - Business owners sometimes encounter unpaid receivables. Sometimes the debtor appears to have
no good reason for refusing to pay.

Guarding Against Identity Theft - For those who might not have seen the item floating around the internet called "An Attorney's Advice," we
thought it was good enough to paraphrase.

New Hampshire Wage Claims - As an employer in New Hampshire, you are subject to Wage and Hour Laws that are administered by the NH
Department of Labor.

Labor Law: Changes in Overtime Rules - The US Department Of Labor expects to issue new rules by March 31 that will substantially redefine
which workers may be entitled to overtime pay under the Fair Labor Standards Act (FLSA).

The Protected Paycheck - Employers occasionally run into a jam when an employee owes money to the company.

LLC Asset Protection - The limited liability company (LLC) has an asset-protection feature that distinguishes it from the corporation.

The Equity Court - Once upon a time, long ago in a land across the sea (Merry Olde England), there were two courts, the law court and the
equity court.

Discovery Depositions - Cases in court often involve depositions. These are in-person interviews, under oath, in the presence of a stenographer
who is taking everything down.

Shareholder Agreements - Any business owned by more than one person has ownership shares. This is true whether the business is a
corporation, limited liability company (LLC) or even a partnership.

ASSET PROTECTION VEHICLES - A revocable living trust can help avoid probate, but it is usually not useful for protecting assets from creditors.

Employer Posting Requirements - All employers must meet two sets of posting requirements, Federal and State.

Corporate Divorce - Sometimes business partnerships do not work out.

Damages - In civil or commercial litigation, there are usually two main areas of proof: liability and damages.

Be Sure You Own Your Website - Many companies sign up with a website designer to create a company website.

DISCOVERY METHODS IN LITIGATION - After a lawsuit is filed, the parties have an opportunity to find out what each other's case is about
through a process called discovery.

Shareholder Buyouts - Whether a company is a corporation or a limited liability company (LLC), there may come a time when one of the
stockholders or shareholders decides to leave the company.

Real Estate Purchase and Sale (P&S) Agreements - When buying real estate, whether commercial or residential, one of the most important
documents in your transaction is the purchase and sale (P&S) agreement.

Document Retention: Is It a Problem? - It can be. Anything and everything that is written by employees can someday be used as evidence in
a lawsuit.

The Holding Company - Sometimes business owners will form another business entity, such as a corporation or a limited liability company
(LLC), just to hold things.

DIGITAL SIGNATURES - The New Hampshire Digital Signature Act became law in 1997. RSA 294-D has two purposes:

Rewarding Valuable Employees with Incentives - "Many companies realize that their employees are their most important assets. Many use
several forms of incentives to attract, retain and reward employees for their participation and commitment to the success of the company."

Is it legal? - "In the real world, there is often a big difference between the legal and the practical. That gap is often as wide as the gap between
human nature and common sense. Technically, a proposed solution might be perfectly legal, but it might not make sense as a practical matter."

Electronic Mail and E-Rules for Business - "Nowadays, electronic mail (e-mail) is everywhere. Companies of all sizes use it for everything from
routine communications to major transactions. Employees also have embraced the technology. They regularly exchange personal
correspondence and work-related information with coworkers, associates, friends, and family. Companies need to be concerned about how their
e-mail systems are being used and the content of e-mail."

Employers - Protect Yourselves with Records - "Your employees are "at will." Their employment can be terminated at any time for any reason
or no reason. You have plenty of good reason for terminating one particular employee - we will call him Joe. Joe has no apparent initiative or
motivation. He wastes time. He makes poor a appearance to your customers. And Joe is insuborninate. You decide to let him go."

Get It In Writing - "If it ain't in writing, it's not worth the paper it's not written on." This might be said of any verbal agreement after the deal has
gone sour. Although verbal agreements can be enforceable, it is almost always better to get it in writing.

Prevention Is Better Than Cure - Some optimistic entrepreneurs bought a small business. They did not think they needed a lawyer for the
purchase and sale agreement. After the closing, they found out the business was not as great as the seller said it was. When they came to see
us later, it cost more to fix the problem than it would have to avoid or prevent it.

Protect Your Business Name Even Before You Begin Using It - Your soon-to-be business name (trade name) is the name you will use to
identify your company or product. In this age of electronic commerce it is important that, as soon as you've decided on a trade name or
trademark, you should move to protect it.

How To Attract and Keep Valuable Employees - Growing companies need incentives to attract and keep valuable employees. The smaller the
entrepreneurial company, the more important is each individual employee. Unfortunately, the entrepreneurial status of the company also means
less job security and, usually, lower salaries. There are various options that a young, growing company can utilize to offset these hiring
disadvantages.

Choosing a Name
- Choosing a name for your business or product sounds easy. It's not. The hard part is being creative. Most people want to use a name that
describes their product or business. That can lead to difficulties. Often, a "merely descriptive" name is already taken. If the name is available, you
might have trouble stopping others from using it. Merely descriptive trade names or trademarks ("marks") are hard to defend. You're not allowed to
tie up the language with a monopoly on a generic word or a merely descriptive mark.

Your Company's Pension Plan Contributions - If your company has a 401(k) plan for its employees, or other pension or profit sharing plan,
here's a tip: be sure to deposit your employees' payroll deductions into the plan. Do not fall into the hidden trap of leaving the 401(k) payroll
withholdings in your operating account to use for other more pressing expenses, such as payroll and supplies. If the money is not timely
deposited, you could face criminal charges.

Sexual Harassment in the Work Place - What is sexual harassment? Sexual harassment is any unwelcome sexual advance, request for
sexual favors, or other verbal or physical conduct of a sexual nature that causes a person to feel that submission to the conduct is necessary to
keep a job, get a raise or be promoted. Conduct may also be deemed sexual harassment if it interferes with a person's work performance or
creates an intimidating, hostile or offensive working environment.

Negotiations - Every day, all day, we are negotiating. Whether it is working out where to go for lunch or settling nasty litigation, the same basic
principles apply. These principles have been studied extensively, and are aptly distilled in a good book, Getting to Yes, by Fisher and Ury of the
Harvard Negotiation Project. You can negotiate agreement without giving in. Get this book.

Independent Contractor or Employee: Trouble in Your Business? - Treating workers as independent contractors instead of employees is
very attractive to many employers - and to many workers. It cuts paperwork and cost. But the government does not like it and this could spell
trouble for the employer.

New Hampshire "Lemon Law" - Have you or someone you know recently purchased or leased a car, truck or minivan that keeps breaking
down? Is the same part breaking over and over?

Family Medical Leave Act - The Family Medical Leave Act was enacted in 1993 to balance the demands of the workplace with the needs of
families. It provides eligible employees with a total of 12 workweeks of leave during any 12 month period for the following reasons:

How to Deal with Bureaucrats to Get What You Need! - Bureaucrats can be challenging. We often encounter this basic maxim of
bureaucratic authority: "The bureaucrat does not have enough authority to say yes. He only has enough authority to say no." A related corollary
is the "unfortunate precedent syndrome." "If I allow this for you, I'll have to allow it for everyone." Therefore, obviously, the answer is "no." Given all
that, let's see what you can do. Maybe you can fight City Hall.

Is Your Sales Contract Complete? - Your sales contract might not be complete if it does not provide for protection of your receivables. People
who buy your goods and services are expected to pay for them. Sometimes they don't pay. They keep you waiting. Sometimes you have to go
after them. Who will cover your costs in collection? It should not be you. It should be the debtor who is holding onto your money.

Mechanic's Liens and Attachments - Your business probably involves providing goods or services to consumers at your location or theirs. If
your customer does not pay the bill, you may need to consider a mechanic's lien attachment on their property. This is particularly prevalent in
construction cases or automotive repair, but the same principles can apply in many other kinds of cases.

Offensive Conduct in the Workplace: What Should the Employer Do? - Complaints to the NH Human Rights Commission and the federal
Equal Employment Opportunities Commission (EEOC) are reportedly at an all-time high. Sexual harassment and racial or other discrimination
are not the only forms of offensive conduct found in the workplace. All sorts of insults, even "joking around," can be extremely troublesome among
sensitive co-workers. Employers need to be decisive and clear in their response to these workplace issues, or face potentially nasty
consequences. Prevention is better than cure.

The Limited Liability Company - What's So Great About It? - The Limited Liability Company (LLC) format has grown quite popular in its
short, three-year existence here in New Hampshire. More and more, we see "LLC" after the business name instead of "Inc." Why? It has mainly
to do with tax, but there is a good dose of administrative flexibility thrown into the mix of attractions.

What's in a Name?- Your company's name is very important. Besides the name being the first thing customers see about you, it also
represents an investment in signs, advertising and stationery. You don't want to find out later that your investment is lost because someone else
already has your name or a confusingly similar name.

Buying or Selling a Business - Entrepreneurs might find themselves buying or selling a business. If the business is a corporation, the owner
could sell either the corporate stock or all of the assets. Usually, the Buyer prefers to buy the assets, not the stock. Buying a corporation's stock
means Buyer gets the liabilities together with the assets. Most buyers do not want the liabilities.

Independent Contractor or Employee: What the IRS calls it IS important!!! - An IRS determination that the "associate" you call an
"independent contractor" is really an employee could have serious tax ramifications to your company.

Financial Statements: Did you know NH law requires a corporation to furnish annual financial statements to its shareholders. - New
Hampshire law requires that a corporation furnish its shareholders with annual financial statements. These include a balance sheet as of the end
of the fiscal year, an income statement for that year, and a statement of changes in shareholders' equity for the year unless that information
appears elsewhere in the financial statements. If the corporation's financial statements are usually prepared on the basis of generally accepted
accounting principles (GAAP), the annual financial statements must also be prepared on that basis.

So You Want to Start a Business? How Should You Operate? - One of the concerns of every entrepreneur when starting a business is how
the new business should be organized. In New Hampshire, you may operate a business as a sole proprietorship, a partnership, a limited
partnership, a corporation (C or S), or as a limited liability company (the newest form under New Hampshire law). The one you choose will affect
not only how the revenues are treated by the IRS but also whether you are personally liable for the debts and obligations of the business. The
following is a brief description of the different forms of business organization.