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Are you succeeding in creating a SUCCESSFUL company?

If ever there was an era for the all-around Do-It-Yourself entrepreneur, this must be it. Any bit of information seems available to anyone willing and able to do some research via Google. By now, this practice has already engrained itself in the realm of legal services, which, for better or worse, has created wonderful new opportunities in addition to a fair share of unwelcome problems.

 

Today’s budding or seasoned entrepreneur can fulfill many needs for legal documents and pointers online at minimal cost. Our firm certainly values what access to these resources has accomplished. People are better educated on setting expectations and keeping costs down on ministerial tasks. Unfortunately, this empowerment can often prove too enticing to the intrepid ones* amongst us, and it is bound to create some issues downstream.

 

One such example that keeps recurring is the case of the limited liability company (“LLC”) with an ill-fitting Operating Agreement. A member will come to us seeking help when they want to add a member, remove a member, their liability shield is challenged, or perhaps they’ve found a lender or financier who is seeking more thorough documentation. What we generally find is that the Operating Agreement is contradictory, doesn’t allow for the required action without some significant procedural hoops, or is simply silent on the matter. At the least, this can result in a significant amount of expense to remedy, and at the worst may result in a nullification of the act or an opportunity for a third party to “pierce the corporate veil” and reach into the pockets of the member – the very eventuality the entrepreneur was seeking to avoid. And these are just a small sample of the situations we encounter where the right customization at the forefront would have saved company money, preserved member relationships, and limited personal liabilities, at the back-end.

 

Of course, the irony of all of this is that the more success an LLC realizes, the longer it survives, and the inevitability of these situations becomes all that more real.

And therein lies the rub. How serious are you about succeeding in your new venture?

Again, we understand the appeal of forming an LLC independently–it is cheap at the outset and going it alone seems to be commonplace these days given the pages upon pages of unique resources that share pointers on the formative process.

 

Pay careful attention, however, to the language you see when shopping around online for this advice. More often than not, these resources will focus on the two major steps in the life of the company that typically require unanimous consent: the formation and the dissolution. Frankly, it’s because that is the extent to which these resources can serve anyone without some degree of interaction. But do you really know what those terms and phrases mean? Are you aware of what that document actually does for the company? How it affects your day-to-day operations?

 

Rarely does an online service or competitor’s advice spare a thought on where one’s specific goals intersect with devices like LLCs. Remember, the objective isn’t to successfully form an LLC, the objective is to make a success out of the LLC that you’ve formed. Hence, we don’t just use these tools to simply match the formula, we make the formula match your goals.

 

That starts with taking care to assess the demands that may arise so you can maximize benefits as your venture encounters issues associated with interpersonal relationships, expansion, employees, taxes, governance, maintenance, distributions, procedures, industry rules and regulations, industry customs, rules and regulations on raising capital­, etc. These are the concerns of a thriving LLC that should be taken seriously from the beginning, which is exactly why we operate our firm in that manner.

 

Indeed, the space in which we’ve found ourselves as practitioners is to encourage you, the informed entrepreneur, and to augment your vision with a service that empowers success. Give us a call or send us an email and let’s talk about it.

 

*Let’s be honest, if you weren’t one of the intrepid ones, you probably would not be making the leap into entrepreneurship.

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Everybody Loves Barb!

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Everybody Loves Barb!

Do you remember the show, “Everybody Loves Raymond”? Maybe everyone loved Raymond, maybe not. One thing WE know for certain, though, is that “Evvvvvvvveryone Loves Barb”! Barb is our rock. She’s a dedicated ambassador for our clients and the firm; she’s an exceptionally talented paralegal; and she handles even the most difficult of problems (and people) with absolutely the most positive demeanor I’ve ever had the opportunity to witness. It’s infectious! She turns even our most difficult days at the office into a smile-fest!

 

Haven’t met Barb yet? You should.

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Welcome to Our Newest Paralegal, Carlos Vargas!

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Welcome to Our Newest Paralegal, Carlos Vargas!

Laughlin Law Firm wants to welcome the bright and hardworking Carlos Vargas to our team! 

Carlos joins us as an experienced real estate and litigation paralegal. Carlos completed his undergraduate at Fordham University in New York City, acquiring his Bachelors in Political Science. After 5 years of active duty in the United States Marine Corps, employed primarily in diplomatic security, Carlos later became a legal assistant and then a paralegal. Carlos moved to Des Moines from New York City. He is originally from Puerto Rico and is fluent in Spanish. He is a strong asset to the Laughlin Law Firm Team because of his previous military and legal experience, as well as his incredible work ethic.

We are honored to have this brave and intelligent man working for Laughlin Law Firm and helping  with the representation of our wonderful clients!

 

Welcome, Carlos!

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The Shape of Things - 2017 Iowa Title Guaranty Conference

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The Shape of Things - 2017 Iowa Title Guaranty Conference

Iowa Title Guaranty hosted an excellent conference this past week. Laughlin Law Firm was proud to have a presence as a Silver Level Sponsor.

The keynote speaker, Jeff Beals, is an award-winning author and sales strategist who gave a great presentation.

Experience and wisdom are the virtues of what makes one's services efficient, top-tier and, ultimately, valuable. Mr. Beals posited that those virtues can also be their own undoing. That’s to say experience can streamline service, yet it is also be compromising if one is not willing to listen to their client to derive value. Unchecked streamlining creates assumptions and typecasts a client’s problem. Assuming one knows what their client wants before it is even discussed may provide timely solutions to problems that did not exist. In turn, not only has the client not been served, everyone’s time has actually been de-valued!

We absolutely agree. It is through listening to our clients that we both realize what is valuable as opposed to committing the sin of assumption. That’s how we use our experience to help clients, and that’s one of the many reasons Mr. Beals’ presentation was so compelling.

Jeff and Jason manned the booth in between presenters. Amusingly enough, the staple remover/letter openers were a massive hit.

Secretary of State Paul Pate addressed a packed room right after lunch. Secretary Pate rightly touted the success of the MNLR database along with a number of other services they provide that have been improving things for those in the industry as well as all Iowans.

  

Thank you, Iowa Title Guaranty!

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Welcome, Jeff Perkins!

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Welcome, Jeff Perkins!

Laughlin Law Firm wants to welcome our newest associate, Jeff Perkins!

We are incredibly thrilled to have him on our team. Jeff was a member of the Drake Law School graduating class of 2017.

Jeff was born in Fort Dodge, Iowa before moving to Chicago to attend DePaul University in 2001. He graduated in 2005 with a Bachelor of Science in Psychology. He then lived and worked in Chicago as owner and messenger for 4 Star Courier Collective, LLC from 2007 to 2014. During that time, he took up roles as President of the Northbrook Cycle Committee from 2012 to 2014, and President and Co-Founder of the Chicago Cuttin Crew from 2007-2014.

He began Drake Law School in the fall of 2014. His summers were spent clerking for Freeman Kevenides Law Firm in Chicago before joining Laughlin Law Firm as a clerk in January of 2017. He moved into an Associate position upon his September admission to the bar.

Spending more than a decade as an organizer, director, volunteer and participant in cycling events all over the continent, Jeff still loves getting on the bike whenever he can. Since settling in Des Moines, he has volunteered at the Drake Legal Clinic and is currently tutoring at Drake’s Adult Literacy Center.

 

Jeff enjoyed a prestigious academic career without sacrificing his personable nature and innate ability to relate to his clients while also being a fierce advocate and legal partner. Jeff's primary focus with the firm will include, but not be limited to, the area's of real estate law, business law, and litigation.

 

Welcome, Jeff Perkins! We are thrilled to have you on board!

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You Can Split Your Plate at the Restaurant, But Can They Split Your Tip?

Des Moines’ restaurant and bar scene has been abuzz over the past several years for those seeking to develop standout fare and attractive venues. As anyone can tell you, these things are not accomplished without recruiting and retaining a talented workforce. Utilizing the practice of tip-pooling is a well-traveled means of doing just that.

 

What is tip pooling?

Tip pooling, not to be confused with tip sharing, is a system set in place by the restaurant to collect all tips and split them with all other qualifying employees. By contrast, tip sharing is when the tip recipient handles their own tip and then splits it with whomever they wish.

The distinction matters because tipping naturally creates a property right in that tip, aligning it with the customer’s supposed expectation that their tip is going where it is intended - to the server. Hence, a restaurant exercising control over tips by mandating their employees participate in a pool is regulated quite differently than when the employee takes their own tip and distributes it however they please.

 

Why set up tip pooling arrangement?

To the collaborative mindset, tip pooling may be a no-brainer. Collaboration for the sake of improving the customer experience has been on the rise these days, and tip pooling is a great way to promote that culture within the ranks. The problem is that this collaborative approach is only available to those who are actually serving and engaging the tipping customers. A broad brush paints these people as “front of the house” employees. with an emphasis on who qualifies for “front of the house” and “employee” status, as contrasted with “back of house” employees (those employees that don’t directly engage with customers). Therein lies the legal rub of tip pooling.

What should I consider when setting up a tip pooling arrangement?

There are both state and federal laws to consider when setting up a tip pooling system. The employee must be made aware of their rights and make an informed decision to join in the arrangement. That means they must receive certain written notices of the laws, and actually sign an agreement with the restaurant at the outset of implementing the system.

 

Who is eligible for tip pooling?

This has become the difficult question given the “why” and the “how.” The rise of disparity in pay between the front of the house and the back of the house has been well documented in the restaurant scene for several years. Restaurants have also been (or have always been) evolving to the point where the “back of house” is just as important to the customer's experience as the “front of house.” The visibility of executive chefs and their fellow line mates are more popular than ever. And with newer models of collaborative service being utilized nationwide, the distinction between fron and back of house is quickly becoming irrelevant.

 

The law on tip pooling has yet to enable these trends, however. Understandably, the law’s concerned more with eliminating bad actors from abusing the tip credit system or seizing the property of their employees. As such, the law simply categorizes a tip pool eligible employee as a "tipped employee." The bar is relatively low, but it may be impossible to clear for someone who never leaves the kitchen.

Some restaurants are cleverly finding their way around the law. Many have made headlines for new approaches that involve dropping tips altogether and implementing a service charge or raising prices. Others have introduced a tipping line on the bill for the kitchen. Still others are simply making everyone do everything in the establishment.

 

Each method certainly has its limitations given varying state laws and regional variance in food cultures and markets. Nevertheless, those seeking to capitalize on the trends should weigh the potential legal risks and harbors accordingly.

 

*Jason Laughlin, founder and managing member of Laughlin Law Firm, PLC, has well over a decade of experience representing businesses and individuals involved in the restaurant industry. 

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New Iowa Construction Defect Law May Cause Defect Claimants to be SOL

As is typical with the passing of any July 1st, the Iowa Code tends to get a makeover. These changes can go unnoticed, or they can be total game changers. Naturally, all of that depends upon where your interests lie.

One significant change may not have made many headlines, but it has certainly grabbed the attention of the state’s developers, contractors, insurers, attorneys, and buyers in the commercial and residential markets alike. This was the amendment to the statute-of-repose period set forth in Iowa Code §614.1.

Iowa Code §614.1 was amended to reduce the statute-of-repose period for any real property improvement project that begins after July 1, 2017. This limits the window for bringing suit against a real property contractor if that contractor’s work negligently results in an unsafe or defective condition to the property. The previous statutory period for bringing suit was 15 years for single-family and two-family residential dwellings. That period has been reduced to ten years. Additionally, most other structures, including larger residential dwellings and commercial buildings, have seen this window reduced from 15 years to eight years.

In recognizing the application of this changeover, one must first distinguish between a Statute-Of-Repose (SOR) and its more widely recognized cousin, a Statute-Of-Limitations (SOL). Both are time constraints that limit the time period in which a person is allowed to bring a lawsuit against another party. The key difference between the SOR and SOL is when the clock starts ticking. The SOL begins running on the date a party is injured or discovers their injury. This date otherwise is known as the event that gives rise to a cause of action. An SOL applies in instances of physical injury and in many criminal matters. By contrast, a SOR begins running the moment a specific event occurs, namely the completion of a construction project or property improvement.

How significant is this change? Well, if you ever find yourself on the plaintiff’s side or the defendant’s side of pending litigation, the very first thing either attorney checks is whether or not the statutory period to bring suit has expired. Someone who would otherwise have a perfectly good legal claim against someone else is going to be barred from bringing their lawsuit once the expiration date on that time restriction passes. In that sense, it is quite literally a deal maker or deal breaker.

Hence, the smaller the window someone has to sue over their claim, the less likely a possible defendant is going to get tied up in costly litigation and the more likely a possible plaintiff will need to recognize their position and plan accordingly. As always, it comes back to perspective.

The benefits and risks of this change are best met with a thorough assessment of your position in these hierarchies and how the more nuanced factors of this law relate to that perspective. Chances are this shift directly affects your business, your contractors, your sub-contractors, your insurance costs, and it might be as intimate as how it affects the very place you call home.

 

We invite you to plan accordingly.

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http://www.desmoinesregister.com/story/news/politics/2017/06/28/new-laws-noxious-weeds-eradication-spending-cuts-public-art-take-effect-july-1/390407001/

https://www.legis.iowa.gov/legislation/BillBook?ga=87&ba=sf413

https://www.legis.iowa.gov/docs/code/614.pdf

http://www.desmoinesregister.com/story/news/politics/2017/03/21/iowa-legislature-approves-limitations-lawsuits-filed-over-home-defects/99451176/

https://www.legis.iowa.gov/docs/publications/SOL/860352.pdf#SF413

(SF 413, pgs 60-61)

SENATE FILE 413 – Improvements to Real Property – Unsafe or Defective Conditions – Limitations on Actions BY COMMITTEE ON JUDICIARY. This Act reduces the statute-of-repose period in cases arising out of the unsafe or defective condition of an improvement to real property for certain types of property. A statute-or-repose period differs from a statute-of-limitations period in that a statute of repose establishes a time period after which a lawsuit cannot be filed regardless of whether an injury has occurred. A statute-of-limitations period begins at the date of the injury or upon discovery of the deficiency.

Under prior law, a case arising out of the unsafe or defective condition of an improvement to real property was subject to a 15-year statute of repose. The Act provides that for actions arising out of a nuclear power plant or interstate pipeline, the period remains 15 years. For actions arising out of the construction on single-family or two-family dwellings occupied or used primarily for residential purposes, the period is reduced to 10 years. For actions arising out of any other kind of improvement to real property, the period is reduced to eight years. However, for actions arising out of intentional misconduct or fraudulent concealment, the period for the statute of repose is 15 years, regardless of the type of real property. If the unsafe or defective condition is discovered within the final year prior to the expiration of the applicable period of repose, the period is extended for an additional year.

The Act does not reduce the statute of repose for real property improvements in existence prior to July 1, 2017, or to improvements to real property, whether construction has begun or not, that are the subject of a binding agreement as of July 1, 2017.

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NOVEMBER 6 - #LOVEYOURLAWYERDAY

"For a profession sometimes held in contempt, it was a plaintive plea: Lawyers were looking for love. 

'WHEREAS, Lawyers have consistently been the target of verbal bashing, derogatory portrayals and literature is rife with lawyer bashing dated back hundreds of years,' reads the preamble of a resolution unanimously passed by the American Bar Association’s law practice division last month."

http://www.wsj.com/articles/on-friday-the-first-thing-we-do-lets-love-all-the-lawyers-1446774232?mod=e2fb

 

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