Are you clear?

 

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It’s been a while. Like you, I’ve been busy. So much is going on and it is great. I’m learning more and more about the things that people like you (business owners and entrepreneurs) need from their lawyers. However, in the last few weeks something has come to my attention. Lawyers are renowned for it but it appears that we have finally passed it on to our clients….ridiculous speech.

What happened to just saying it how it is? Where is all this diplomacy  (by this I mean, indirect, I don’t want to hurt your feelings kind of speech) coming from? In my opinion, there is no room for diplomacy in business. Business must be clear, direct and concise or else there is a risk of miscommunication, and miscommunication can be fatal. When we don’t understand our offers, counter offers and rejections, opportunities are lost. If you want me to make you an offer for a pink car, DON’T ask me “what else can you do for me?” when I make you an offer for a blue car. Just ask me what my best price is for a pink car! Then, we can have an honest negotiation about what you actually want and what I want to give you because hey, its good business for me!

I recently had to agree a fee arrangement with a client. It took months. It wasn’t that they didn’t want to pay. They just wanted to pay in the best possible way for their business. I have to admit that I was impressed. These dudes didn’t just take our usual options a, b or c at face value. They demanded an understanding of each option and an examination of why any of those options would be good for them. The solution, a unique fee arrangement where I get paid and my client is happy paying.

SO, strip away the phoney language that you may have learnt in business school or read in the Financial Times and communicate honestly. Try it today, have a plain English (or whatever language you speak) conversation with your business partners. Come back here and leave your comments below. It felt good right? Like the rain had cleared and the sun had come out!

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Show me the MONEY!

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When you are starting a business, you need MONEY. When you are growing a business you need MONEY. Most businesses do not make it off the ground because of cash flow issues. They have no money to invest in their product/service. NOW, I know that financially smart people avoid debt and credit cards etc BUT when it comes to business, debt is your FRIEND.

Debt is cheaper than equity because the lender faces less risk than a shareholder would, and also because the debt interest is tax deductible in the UK (and most other countries too). Debt gives you the means to make a profit. Your profit pays off the debt AND reinvests in your business producing more profit. So, hopefully you can see how you should not be afraid of debt when it comes to your business. Let’s look at some different types of lending.

Line-of-credit loans: These are short-term loans. They allow you to access a specified amount of money that is deposited into your business  account on an as-needed basis. You will only pay interest on the amount that is actually loaned to you. Line-of-credit loans can be used to buy inventory and pay operating costs for working capital, among other things, but usually not to buy real estate or equipment. For example, you have a line-of-credit loan of £3,000. You want to draw down £1,500 to purchase some fresh lobster for your restaurant. So, you provide your bank with evidence of the cost for the lobster and your bank, satisfied with your evidence, approves the the draw down of £1,500. You only pay interest on £1,500.

Overdrafts: Overdrafts are very flexible. They are easy to set up with your bank and you can usually pay back the overdraft, quickly and informally if your company can afford to do so. However, overdrafts are so informal that a bank can usually withdraw an overdraft facility at any time, which could leave a company in financial trouble. Overdrafts are good safety nets for if you come across unexpected liabilities. Every business should have one…in my opinion.

Revolving lines of credit: This loan offers you a certain amount of money in a specified period of time, and allows that certain amount of money to be borrowed again upon repayment within that specified period of time. For example, say you take out a one year loan of £50,000 on 1 January. You draw down the full amount of the loan on 2 January and subsequently pay off the full amount in May. You can then, if you wish, draw down the full amount of £50,000 again, at any time within the life of the loan. You can keep repaying and drawing down up to £50,000 until the end of the loan. This type of loan is great if you want to draw down monies on an as needed basis BUT you also want security that such monies will be available to you unlike with an overdraft or a line-of-credit. You will usually have to pay a commitment fee for the unused part of the loan. The commitment fee is generally specified as a fixed percentage of the unused loan amount.

Bullet loan: A bullet loan is a loan where a payment of the entire principal  (fancy way of saying the “amount”) of the loan, is due at the end of the loan term. For example, if you take out a one year bullet loan of £50,000, the loan repayment is due at the end of that one year term, in one swift BULLET payment. Under these loans, you usually have to draw down the full amount of the loan immediately and you do not have the option of repaying it and drawing it down again. Interest can be paid periodically within the term of the loan OR it can be paid with the principal, in a bullet payment at the end of the term of the loan.

Angel investment:  There is also the option of getting a loan from an angel investor. These investors are usually experienced entrepreneurs looking for the next big thing; they’re in it to win it. Therefore, angel investors typically demand three things: a) equity, b) a high return on investment and c) a well-defined five-year plan in return. If you want a better idea of angel investors, watch the BBC’s The Dragon’s Den.

So these are the ways in which you can assist cash flow for your business. These are very, very BASIC definitions and as always, lawyers are key in looking over the detail so that you are protected. Also, debt has its draw backs too, for example it shows up on your accounting books as a liability and it comes with unavoidable interest charges. There may also be restrictions imposed on your business whilst it is a borrower of a bank. For example, most banks will require a right to possess and sell your business property if you fail to pay back the loan, or to seize your inventory. Again, this is why you need a lawyer. Think about what type of debt your business needs at the moment and then ask your lawyer to look at your bank’s paper work.

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Legal fees can be flexible.

 

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How many of you pay your legal fees as part of a pay as you go plan? It’s expensive right?The reality is that a good lawyer with some sort of experience, should be able to give you a fee quote give or take a few pounds. They should be able to offer you some sort of fixed fee arrangement . HOWEVER there are circumstances where legal fees can easily spiral out of control and such circumstances tend to arise in litigation. Often lawyers can get away with saying “how long is a piece of string” when it comes to estimating their legal fees in litigation and this is UNFAIR because in litigation there is NO guarantee that you will win. You could easily pay £50k in legal fees and not see a dime from the other side or even have to pay the costs of the other side too! SCARY!

The good news is that there is a way to get lawyers to buy into the risk of litigation and CARE about that piece of string. In the UK there are Conditional Fee Agreements (CFAs) and Damage Base Agreements (DBAs) and they are pretty good at encouraging realistic assessments of litigation, from your lawyer. Here’s a brief breakdown.

CFAs

A CFA is an agreement whereby a lawyer and a client can agree to share the risk of the litigation by coming to a financial arrangement whereby part or sometimes all of the solicitors’ fees will only be payable by the client in the event of success. So for example you might agree that you only pay your legal fees if you win (your lawyer will scream) but in return for the risk that you may lose, your lawyer might say ok but you will have to pay me an additional amount of X% of my fees if you win (you will scream BUT it’s not a bad offer as this only arises if you win). Or you may say to your lawyer I will pay you half of your fees and if I win, I’ll pay the other half. Your lawyer may say ok but, again, if you win, you pay the other half and a success fee of x% of my total fees. Can you see the bargaining power shift and settle in these examples. Each side has a stake in the litigation. You care because it’s your law suit BUT now your lawyer cares because he or she may not get paid!

DBAs

A DBA is an agreement between a lawyer and a client under which the client agrees to pay the lawyer a percentage of its damages if it wins its law suit. So for example you might agree with your lawyer that if you win your claim for breach of contract which is worth £300,000, your lawyer will get half of whatever you recover from the other side. This is  a huge risk for your lawyer as they won’t be getting paid unless you win BUT it forces your lawyer to consider if the claim is actually worth bringing. Your lawyer will be forced to seriously consider whether they will realistically get paid and therefore whether you have a decent case. You can make DBAs more complex too. For example you may say if you win £300,000 from the other side, your lawyer gets 50%, if you win £200,000 from the other side your lawyer gets 40% and if you win £100,000 your lawyer gets 30%.

Also do not forget FIXED FEE arrangements. If you are instructing your lawyer to do some standard conveyancing work or some corporate work, get a fixed fee! They do that kind of work all the time so the variables never really grant a “pay as you go” regime. If you are not in the UK I’m sure that these payment plans exist in some form or other in your country, so look it up!

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HOW TO… be an entrepreneur in your day job.

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Some of us are not quite at the point of saying goodbye to the salary and entering the world of risk and unpredictability. However, guess what? You don’t have to kick the day job in order to start honing the skills of an entrepreneur. Whilst you are planning your future business, you can start to test your entrepreneurial ability now, at your desk, under the nose of your boss.

  1. Respond to a request with a suggestion – If you are planning on leaving your day job, it is often because there is something about it, maybe how it is run or what it actually does, that you do not like. SO since you’re planning your exit, why not challenge some of those things that drive you nuts. When asked to negotiate that sale or purchase on the usual terms, suggest a different tactic. If you are asked to, yet again, make that same salad for the Monday customers, suggest changing the ingredients a bit, for example adding a bit of chilli? If you are asked to do the rota for whatever, suggest a change that makes that rota better. Start to challenge the norm. That’s what you do as an entrepreneur right? You see what others do not and you push the boundaries.
  2. Be yourself – This one is difficult in an office environment or a store where you are reminded daily that it is better to conform than to be yourself. But hey, you’re about to go it alone so you may as well shine and encourage others to shine too. I have a few clients who are unapologetically themselves. They ask you the most direct questions or they decline to come to an event you’re hosting because they, in their words “can’t be bothered with that sort of thing”; I respect these clients. Try to be the person you want to be and see how people respond. Do those under you work harder for you? Do those above you listen more? You can then get a feel for how you will be perceived by others when you are running your own business.
  3. Get to know everyone – When you eventually go it alone, you’ll need to be a people person. You will need to let everyone know who you are, where you are and what you’re up to. You will need to market yourself. So why not start now? Start marketing who you are. If you’re in a big organisation, go and talk to other teams; pop up to the third floor and say hello to the person you email in accounts every Monday. Basically, start honing your networking skills.
  4. Say yes – If you are asked to do something new, do not shy away. If it is out of your comfort zone, step up and take the challenge. Sink or swim that’s what you’ll be doing as your own boss with no one to delegate to. You’ll be doing new things daily, from attending events to speaking at events, from negotiating contracts to drafting strategies. Just do it and get used to a) the initial fear and b) the adrenaline once you realise that, whether you’re doing it well or not so well, you are trying and you are learning.
  5. Ask for help – When you set up on your own it is all about resources. You will be calling in favours and hiring professionals at a competitive price. SO whilst you are still in a day job, get used to asking for help from the people who know how to do what you can’t. If you don’t really know how to use your computer, ask IT for help. If you’ve never been part of a pitch and want to learn, ask a colleague who has done one before. Get used to asking for help, NOW.

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3 ways to get the most out of your lawyer

1. Educate your lawyer about your business – We may know the law (that’s our job) but we do not necessarily know YOUR business. Educate us. Bring us in to the office, let us play around with the product or let us taste the food! Basically, don’t let your lawyer work on assumptions. If you want a tailored, personal service from your lawyer, you have to help them to understand YOU, your EMPLOYEES and your BUSINESS.


2. Maintain good housekeeping –
Lawyers will always need to see the paperwork so do yourself a favour and get the paperwork ready. Get all your business contracts together in one place. If possible categorise them by product, by year or by client, whichever, so long as it is ORGANISED! Get every receipt and financial document in a finance folder (electronic is fine) and put all key correspondence (letter, email, text) in a tidy place. Good document management enables your lawyer to hit the ground running from the minute you instruct them. The SOONER you start the better as there is nothing worse than trawling through years of paper/emails. Good document management is also a life saver when you want to attract investors or apply for a loan. This is the famous paper trail!

3. Give realistic deadlines – Most good lawyers will always want to do a Rolls-Royce job. If you need your lawyer to help you review a contract or draft an agreement or settle a dispute, give them as much NOTICE as possible and ASK your lawyer how long they will need. This puts the onus on the lawyer to manage their time and to assess the situation efficiently. If you give your lawyer a day to build Rome you will most likely receive a job riddled with errors or even worse, a great piece of work BUT a disgruntled lawyer who starts to put you at the bottom of the pile and er…dodge your calls.

Do these three things and your lawyer will respect you and work hard for you!

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Be smart but don’t cheat…

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There is a reason why mega successful businesses spend thousands, sometimes millions of pounds/dollars on legal advice. I cannot tell you the number of times that I have almost cried because a client has brought me a problem that could have easily been avoided IF legal advice had been sought in the first place. In the long term, getting proper legal advice could save you so much MONEY and isn’t that what it’s all about – MONEY? You know that saying, what’s worth doing at all is worth doing well…it’s said for a reason! I don’t feel good billing you for my time when it’s for an issue that really shouldn’t have ever become an issue!

Think of it this way, when you have a tooth ache you go to a dentist -you don’t pull out the tooth yourself. When you feel sick you go to a doctor you don’t diagnose yourself. SO, if you need a contract drafted, guess what, you DON’T do it yourself. You go to your lawyer! You should be focusing all your energy into your product/service/idea not struggling to draft a 30 page contract or represent yourself at Court.

So what am I saying? I’m saying be smart BUT don’t cheat.

I am a lawyer and it took me 6 years of training to qualify to be one (a 3 year degree, a 1 year professional practice qualification and a 2 year training contract at an international law firm in the City). You cannot read this blog and become a lawyer BUT you CAN read this blog and become legally smart so that when you seek proper legal advice you are not doing so blindly. You are firing out questions and demanding the best service possible!

It’s quite simple, do things properly at the outset and you will reap the rewards later.

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