A Tale of Two Business Deals

It was the best of business deals and it was worst of business deals..... a case from the files of an Illinois private detective.

Was it the worst of deals?  That was the question from the CEO of a family business who was sitting in my office one warm spring day.  She asked "how do I know?", “how does anyone know?".   "You can trust, you can verify and you can develop new information that could help you" said the private detective.  Business owners, large, small and micro small are all looking for an edge.  An edge, advantage when it comes down to making sound decisions that stand up to the tests of time.  With a little investment of effort and time, small business owners (SBO) can learn the research methods used by investigators for decades to verify or develop information on her prospective client, investor or strategic business partner (SBP).  Can you imagine what it would be like to start down the road of a substantial business venture with a SBP that you really know little about?  We all have enough stress, right?  How then does one evaluate or "judge" potential opportunities?  Well, one proven method is to do your research yourself (or hire an investigator to do it for you).  Yes, doing a Google is a great first step.

Regarding the tale of two biz deals, let's say in deal #1, it goes a little like this:

Our SBO, let's call her Jan, goes to the Cook County Court building and visits the clerk's office where they have the court computer filing system on public access terminals. She wants to do a little research by looking up and reviewing the name of her prospective SBP, investor or client company as a defendant or plaintiff in civil litigation.  She seeks information as to whether her SBP, etc. has been sued recently or has sued others.  The computer systems are straightforward. It takes a little while to get the hang of it, but she presses on!  Her next step is to verify corporation records for the SBP etc, which she could do through the Illinois Secretary of State, Jesse White's website.  And lastly, since her prospective SBP was in an occupation and service company, which is licensed by the State of Illinois, she needs to verify the state license information too.  

Here are the "treasures" she discovered matching the names she researched in the Cook County court's computer filing system:  seven (7) actions as a defendant for evictions and judgments entered by the court against the SBP; five (5) actions as a plaintiff moving for alleged damages against their investors and clients; and another case where the principals of the SBP were engaged in a lawsuit... against each other.  The review of the SBP's license through the Illinois Department of Financial and Professional Regulation revealed that this SBP's professional license had been revoked over 2 years ago.  Her research of the SBP's standing with the Illinois Secretary of State's office discovered that the SBP's business had been "voluntarily dissolved" almost 3 years ago.  Not to be deterred by bad news, the SBO pressed on researching the SBP's website where it (still) purported to be a legal and legitimate business enterprise.

She asked the SBP to meet for coffee at Starbuck's the next day. After getting their coffee and exchanging pleasantries, the SBO got down to the business at hand.  She verified that the SBP was still interested in her (family) business.  The SBP restated the information previously provided to the SBO that everything was "all good" and they wanted to get "involved in her business, yesterday".  At this point the SBO mentioned that she did a Google search on the SBP, finding the website which the SBP restated was all active and up to date - "it was all good".  They had some more small talk meanwhile the SBO sent a text message to a family member and excused herself from the meeting citing a client project "emergency meeting with the other family member" and I have to go, but asked the SBP to phone her when convenient.  When the SBP called the SBO the next day, she asked the SBP to comment on her investigating research and the SBP hung up and never called or emailed her again.  The end of deal #1.

The business deal #2 goes a little like this:

Our SBO, a male in his late 40's, single parent, serial entrepreneur for 20 plus years, ultra busy and successful.  He wears a lot of hats at work; sales, marketing, brand management & bookkeeper too.  He also had a prospective or potential SBP (strategic biz partner). A younger charming man claimed to be a cable television news producer in a prior job.  The SBO had met with and interviewed the SBP a number of times over the following week at different times of the day; AM for coffee, noon for lunch, even for beers after work. The SBO trusted his instincts. They had never failed him in the last 20 years of doing business, until then.  Besides, he was so busy with his growing company's work that he did not want to hire someone to do a background investigation.  Everything seemed "all good" to the SBO and he started the new venture with the SBP on the first day of the next month.  Weeks and months later everything was going fine, cash flow was better than ever. The SBO was actually only working 4 days a week now and enjoying his weekends and golfing.  He thought the SBP and his business development skills were awesome and enhanced the financial incentive and structure of their deal and gave him a credit card to use instead of the expenses and reports.  Now the SBP knew he was trusted and slowly used this trust to benefit by stealing the SBO's identity.  The SBP had left before the fraud was discovered, which totaled almost $ 50,000.00.  The end of deal #2.

These two tales of business deals demonstrate just how easy it can be to: (1) prevent a potential bad deal from being a part of your life; or (2) misplace you trust and be a victim.

This private detective's blog was written on May 22, 2014, by David Hertog, an Illinois licensed Private Detective.
He is founder - owner of H.A.I. - Hertog & Associates, Inc, 117 South Cook Street, Barrington, IL 60010
H.A.I. is a decade old, award winning and veteran owned private detective agency.
You can email him at: pi@backgroundinvestigator.net
His website is www.backgroundinvestigator.net

Patient Advocacy - Ideas to Starting a Business

By: Kate Curler

In 2010, I was an only child facing the serious illnesses of both parents. My mother, diagnosed as a Type 1 Diabetic at age 4, was in her early 60's and struggling with the effects of critical illnesses related to her condition. My father had a sudden aneurysm in his aorta, a normally terminal condition that he somehow survived after three days on life support. Barely able to balance all this, I lost my job as an attorney, in a horrible economy.

After a few weeks, I returned to Chicago from my parent's home in Michigan with renewed determination to serve clients an use my experiences to help people like myself - daughters, nieces, and spouse of people struggling with the challenges of aging. I founded my own law firm, focusing on estate planning, disability planning, elder law, guardianship and probate as well as a service I call patient advocacy, where I work so my clients receive the best care in hospitals and nursing homes and, if possible, rehabilitate and return to independent lives.

Rebuilding your life in this economy is tough and takes grit. To keep myself positive, I looked to principles I used while dealing with my parent's illness. Here are some that kept me positive, motivated and focused as I started my business.

1. Information is power.
   
   The best way to control a crisis, ease anxiety and problem-solve is to gather information. I ask questions until I get clear answers. I read books and articles on business building. I find successful business people and ask them how they got where they are and ask them for tips or for books or websites to read.
   
2. Small changes, over time, make a huge difference.
   
   In 2007, I was told by my mother's doctor she would not survive a septic coma. However, each day, my mother's test results got better. Each day, my father and I held on to those numbers. The test results slowly added up to enough positive developments that she survived the coma and woke up. With my business, I've formulated a daily financial goal and each day, hitting that goal, results in profits and success.
   
3. Be creative and flexible.
   
   Stay flexible in your thinking. Don't accept "no" for an answer if your instincts tell you there is another way. At one time, I was told my mother could be rehabbed in a nursing home. Disgusted with the ineffective physical rehabilitation I saw there the first day, I hired supplemental help for my mom and got her discharged and home in three weeks. In my business, I think creatively to find solutions for clients which might be out of the ordinary but lead them back to living independent lives.
   
4. When you don't know what else to do, do something.
   
   The learning curve for a small business owner is huge and overwhelming. However, you can still be doing something to move forward each day. When my mother was in a coma, my father spent hours with her in the hospital, moving her arms and legs. When she woke from the coma, my father was told those actions were critical in her ability to learn again how to feed herself, pick up items and walk. Every action you take to build your business, even if it doesn't pay off as you hoped, is a lesson learned and a step forward.
   
5. Complaining is a waste of time. 
   
   My mother taught me that complaining is a waste of time and puts you in the role of the victim. After her coma, my mother could not stand up, feed herself or go to the bathroom by herself. However, if you asked her how she was doing, she answered "good" every time. She never complained and described herself as "good" during months of rehabilitation until, one day, she really was "good" and able to take care of herself. I stay positive and describe my business as "growing" and "successful" and those words are a powerful part of moving me toward success.

Kate Curler is the principal attorney of the Law Office of Kate Curler.  Kate practices in the areas of guardianship, estate planning, disability planning, elder law and probate.  She also offers patient advocacy services to her clients, helping them get the best care, maximize their access to resources and benefits and remain as independent and healthy as possible. 

Make Counsel Your Partner

By: Fitzgerald T. ("Jerry") Bramwell

Good lawyers save you money.

The idea of "legal" as cost savings does not always resonate the first time around, so it bears repeating - good lawyers save you money. And the earlier you engage with counsel, the more likely counsel will be able to add value to spotting potential issues that could affect your rights. The proverb "an ounce of prevention is worth a pound of cure," seems particularly appropriate when discussing the consumption of legal services. When you make your attorney your business partner as oppose to calling him only when the proverbial horse is on its way out of the proverbial barn - it is most likely that counsel will be able to add value. How?

Counsel can help keep otherwise routine business matters from becoming expensive legal headaches. 

Consider the following scenario. Your company has finally developed the better widget. You are extremely excited about this product. All of your pre-market testing has show that it is safer to use than other widgets, and has the potential to offer real cost savings over other widgets in the marketplace. Little do you know that the sales executive in charge of your marketing and sales strategy - the one you've identified as a rising star in the industry - was not completely happy with her share of last year's bonus pool and has decided to test the market. She's actually been talking to your principal competitor and, about a month before you're going to start marketing your new widget, she accepts an offer to run their sales and marketing team.

This defection is not an ordinary defection - in addition to knowing the sales and marketing strategy of your new product, your ex-employee knows much of your pricing architecture for your entire product line, and has strong relationships with several of your important clients. This is not a person you wanted to lose, let alone to your biggest competitor.

So what can you do to keep your star quarterback from joining the other team on the night before the big game? Litigation is always an option, particularly if your employee stole trade secrets or protected confidential information. But, unless your former star left an electronic trail - if, for example, she was dumb enough to download all of your confidential files right before she resigned - it might be difficult to prove that she will compete unfairly. Moreover, litigation is expensive and time consuming - nobody wants to be a plaintiff if its is possible to avoid it.

How could counsel have helped shortstop this defection? Preventative legal maintenance. For starters, counsel might have suggested you consider having your staff enter into non-compete agreements, preventing them from soliciting key customers for a time after they leave your employ. Or counsel might have suggested some deferred compensation arrangements, that would have made defection to a competitor unpalatable.

Preventative legal maintenance can also help a business keep its contracts up-to-date and its human resource strategies closely managed. Preventative legal maintenance can also help a business make sure it is continuing to comply with various statutory and administrative regulations. For example, your business's explosive growth - and attendant hiring - could subject it to one of a number of employment laws that do not apply to smaller businesses. Or, your business's decision to sell products overseas could subject it to new regulations. And if no one is paying attention when the business reaches these milestones, an unintentional compliance failure could prove costly.

What if I am already in litigation?

Litigation is expensive. Good counsel can make it less so by keeping the process focused on resolving the dispute between the parties rather than scorching the earth between them. As a practical matter, this means investing time (and, yes, money) early in the litigation to understand the facts, to review and narrow claims, and most importantly to determine how it might be possible to resolve the matter - be it through dispositive motion, trial, or negotiated settlement - given the business's goals.

The client who has made counsel his partner has a leg up in litigation. For example, counsel who knows the business personnel can more efficiently manage discovery, making it easier (and cheaper) to find the key documents. And counsel who understands a company's culture, business strategy, and goals is in a position to be more creative in negotiating settlement.

After the litigation concludes, it may make sense spend some time figuring out way you ended up in litigation and what might have been done to avoid it. Counsel can certainly provide insight into that process.

So whom do I hire if I decide to hire anyone?

In many ways, hiring counsel to work on your legal matters is like hiring a contractor to do work on your home - you want someone who can do the work quickly, correctly, and with minimum disruption to your life. You do not want to hire more labor than necessary to do the job, and you want a contractor who has some experience in the appropriate area of construction. No one hires a contractor unless they believe that the contractor is going to add value ( for example, by adding an addition onto the property), or preserve value ( such as by repairing damage caused by a fallen tree). Just so in hiring counsel - you want someone that can do the work, quickly, correctly, with minimal disruptions, and who will add value to your business.

Any professional who is not adding value - be they contractor, counsel or administrative support should not be on your payroll. That, however, is another article.

Fitzgerald T. ("Jerry") Bramwell is an attorney with experience representing individuals, and small, medium, and Fortune 500 companies in commercial litigation and regulatory investigations. He is also an unapologetic Yankees fan, an amateur gardener, and a competent home-cook.

Event Marketing from a Chicago Comedy Perspective

By: Colleen Claes

Butts in the seats.  This is the actual phrase used by many performers and producers when promoting and marketing a live show or event. At the end of the day, just getting butts in the seats is the ultimate and most rewarding goal. My all-female comedy sketch group, BLANCHE, took this goal very seriously while producing our first comedy sketch show together, called "That Girl".

While planning, writing and performing a show takes tons of dedication and work, that's really just the beginning. Marketing is equally as crucial. That Second City Training Center was awesome enough to provide us with the de Maat Theatre space and a stage manager for our seven-week run, but the promotions were all up to us. So we, the members of BLANCHE, were sure to dive in and make this a top priority.

What we found was that there were limitless ways to creatively and effectively market a show - especially in today's digital age.

Here are some key tips that BLANCHE incorporated into the promotion of our sketch show - all of which are helpful marketing initiatives that can be implemented by any performer/producer:

1. Have an elevator pitch: Start by carefully and eloquently writing up a proposal for your project that covers the theme, topics explored, and why audiences should be compelled to support said project. Once you've done that, be sure to have a verbal one-sentence summary of what your show or project is all about. That way, when people ask, it's short and sweet and hopefully intrigues your connections to come support it. All of the wording you came up with will also come in handy for marketing materials. Which brings me to my next point . . .
2. Invest in printed marketing materials: This is crucial, because while having a one-sentence verbal pitch to anyone you encounter is useful, the printed thing you put in their hand with all of the details can really seal the deal. Now they have a postcard or a business card or a flyer that they can keep on their fridge or reference when noting down the event in their calendar. With BLANCHE, our design for our posters and postcards was simple enough graphically that we created them ourselves and paid to have them printed. But if you don't feel comfortable with the design aspect, consider any graphic design-savvy people you may know to freelance on your project. Either way, you cannot go wrong having printed materials ready to hand out at all times!
3. Be active regularly on social media: This is so important and at the same time so convenient. Almost all major social media sites are free and easily accessible, so it is worth the time it takes to create accounts for yourself as a talent, your group of collaborators and your project. BLANCHE utilized our Facebook and Twitter accounts the most and kept them up to date on a regular basis by posting a few times a week. Inviting people to the show through a Facebook event was a huge help in getting an audience committed through a quick and efficient RSVP click of the mouse. 
4. Personalize your approach by supporting other projects: Especially when you're just starting out in a creative community, you have to get out there and meet other like-minded artists and start expressing interest in their work. Not only do you organically network and gain connections this way, but you make an important point of tangibly showing support of their projects and initiatives simply by showing up. Whether it's a show, a fundraiser, an exhibit, or what have you, showing up to support your peers makes it that much more tempting for them to show up and support you. Don't forget the personal touches!
5. Get creative, take a few risks: Once BLANCHE had done all of the more obvious things you can do to promote a show, we started to ask ourselves, "What else?" And that led to some fun, creative ideas that we may not have considered right off the bat. For instance, we hosted what we called a "bake give-away", in which we sat in the Second City Training Center during a popular class time and handed out free baked goods to students and teachers walking by. When asked how much it cost, as most people did, our response was: "Just you considering seeing our show and taking a postcard!" The reactions were overwhelmingly grateful and encouraging. (Because who doesn't want a free brownie when you least expect it?) We also took a risk by creating ( clearly comical and fake ) "missing person" ads, which we taped around the Second City community in the Old Town neighborhood. These ads featured our faces in character for the show, "That Girl", and instead of having a number to call, we had the details for our show date, time and location. While risky, it was also out of the box and gave us the chance of catching the eye of a whole new audience that we may not have reached before.

By the end of our seven-week run, we had successfully filled the theater for each show, including nearly selling out one week and completely selling out the last week and having to turn people away at the door.

And thank God - because it almost doesn't matter how funny and entertaining your show is unless there's an audience to laugh and be entertained by it. The experience of putting on our first comedy show would not have been as amazing and fulfilling without all of those butts in the seats.

Collen Claes is a writer, performer and improviser based in Chicago. She has trained in comedy writing and improv at Second City Training Center and improv at The Annoyance Theatre. She can be seen performing sketch comedy with BLANCHE and improv with various groups across town.

Balancing Act

By: Brittany Julious

I think having a day job - a relatively steady 40 hours/week day job, *knocks on wood* - gives an emerging writer certain advantages. A lot of friends have asked me why I don't freelance full time and besides the fact that I need the insurance for more serious medical reasons, I like having the freedom to decide what i want to write and when to write it. Having a day job is a privilege for certain types of  writers, if you can handle it. I know a lot of people who studied journalism or want to be fiction writers, but have lost interest in it the longer they've worked their day jobs whether it was because of exhaustion or the growing separation between what they say they want and what they actually need. 

When I arrived at my current company, I felt a major disconnect. I began writing for Gapers Block for free. Writing for free is a luxury that most emerging writers without a day job cannot afford. However, because I could afford that luxury, I felt free to experiment on subject matter and writing style. In the beginning, that is how i managed the 9-5 with the hopeful writing career: by doing for myself because I could. The amount of writing I do now has increased significantly. For the most part, I try to do a couple of things:

• Send pitch letters in the morning. I usually don't have time as the day rolls on. I prepare my pitches at night
• Utilize the weekends. I try to get in at least an hour of writing and researching on Saturday and Sunday. This includes everything from reading magazine articles to transcribing interviews to outlining new essays.
• Utilize your lunch breaks. How long do you have for lunch? I have an hour and I use it to its fullest. If I prepare an outline for myself (and I do at least 95% of the time), I can write an essay in a short amount of time. I also use this time to do phone interviews or transcribe.
• Make everyone else's schedule work for you. I've found that most people are just really excited for their project/show/book/whatever to be featured and are willing to accommodate. If they are not, I work around my own schedule. I try to make sure I am on good terms with my boss, so if I have to come into work late or leave early, this does not reflect poorly on me or my work. I do not do this a lot. In fact, I was basically forced to take a day off because I was working too much.
• I am very lucky to work in a department that has both work from home Wednesdays and a more open work schedule. I woke up at 7:30 and started working immediately allowing me to work on other things by mid-afternoon.
• Try to stay tuned into what is happening. Whenever I feel out of the loop, I make a point of reading more: newspapers, magazines, books, blogs, twitter. It seems excessive, but it's important to stay a part of the conversation and to write about relevant topics (if that's your beat). my Google Reader (R.I.P.) has been VERY important to me, for years. 
• Focus on a couple of areas, at least in the beginning. When I started ramping up my work, I began first with visual arts (essays and reviews). When I felt more comfortable, I added dance coverage (features and criticism). Throughout this time, I always produced personal essays, but didn't feel like I could write more of those until I felt comfortable in my writing style. 
• Take breaks. Know that you'll never write as mush as someone that gets to do it full-time. Realize a lot of the time that the grass is always greener on the other side. Stay positive and focused on yourself and your goals. Don't feel like you need to do it all and right now. I'm saying this to you but I'm also saying it to myself, right now, as a reminder. We all need to remind ourselves of this sometime. 

Writer Britt Julious was born and bred in Chicago's Austin neighborhood and in the suburb of Oak Park, Ill. In addition to blogging and reporting about popular culture for WBEZ, Julious serves as a Senior Editor of the high/low literary website This Recording, and contributes to local, national, and international publications including Gapers Block, Pitchfork, Buzzfeed and Rhizome. She has also written for Time Out Chicago, The Chicago Tribune, and  Design Bureau.  In 2012 the Chicago Reader named Julious the city's "Best Local Writer Who Excels at Social Media" on account of her personal Tumblr Blog, Britticisms,  which has over 100,000 followers, and her eclectic Twitter account. 

SOCIAL MEDIA: The Rules of the Online Game – Part I

By: David J. Lynam

Lynam & Associates, Chicago and Barrington, Illinois

            Employers and workers alike know that “social media” has become a buzzword used to encompass everything from marketing strategies to what employees are wasting time with at work. While most people know the basics of social media, like the sites and what they can do for you, most people don’t realize that there are rules for what you post, who you post to, who you search and what you can control.

Although social media interactions mostly take place in the online world, there can be very real benefits and consequences for any employer, including claims of defamation and/or discrimination based on the business’s use of these sites.  In addition to employers and business owners, employees can face embarrassment, discipline, and even termination for doing the wrong thing on a social network.  For example, it was just reported that Apple, Inc. – which has strict rules regarding online comments by its employees – fired a store employee for making unflattering comments about Apple on his Facebook page.

This two-part series will examine the benefits and the rules for social media, including Facebook, Twitter, and online review sites. In this Part I, we will discuss the benefits and rules from the employer and business owner standpoint, describing what you need to know about online marketing, interactions with employees, and online reviews. Part II will view the benefits and procedures from an employee’s perspective.

Marketing and Benefits

Despite the rules that apply, using social media is an integral part of doing business today: employees and clients – both current and potential alike – look to your online presence just as they do your in-person presence. Company profiles on Twitter, Facebook, and LinkedIn can be a resource for potential clients and potential employees, as well as a useful forum for you interact with each of these groups.  However, as in print media, any marketing and information provided via online social media must be truthful and not misleading. Most social media sites have their own policies and rules regarding promotions and content that you may post, which you should always review before utilizing the sites. Additionally, you should monitor the privacy functions of these sites and determine whether you want employees, clients, and/or the general public all viewing the same content, or whether you would like to specify what content specific groups should be allowed to access.

Are you “friends” with your employees?      
            
Employers must know the rules before utilizing any benefits of social media. As little as five years ago, employers may have safely assumed that social networking was only an issue with employees under the age of 25. However, Pew Research Center has reported that the use of social networking sites like Facebook and Twitter has increased 100% in last year for those 65 and older, meaning 1 in 4 of that age group now have an account. These sites currently account for 25% of all time spent online in theU.S., making social networking the number one web activity. As such, social media is no longer something that employers and business owners can ignore.

An employer may initially wish to completely control or prohibit its employees’ online comments and interactions in an effort to avoid any possible problems. However, not only is total control or prohibition implausible, the courts have also ruled it to be illegal. Just as the National Labor Relations Act prevents employers from keeping their employees from meeting outside of work to discuss working conditions, the courts have found that employees “meeting” online and talking about working conditions in any form, even in a Facebook post, is protected labor speech. As such, there are guidelines employers should follow when it comes to regulating employees online conduct.

First, there should be a written policy circulated to and signed off on by every employee. The policy should detail what is and is not acceptable social networking behavior for employees. Your business has every right to ensure your employees’ online profiles do not reflect negatively on your company. In addition, the policy should make sure that certain information – including names of your company’s customers, any protectable trade information, and/or confidential client information – is kept confidential. The policy should address the fact that the company’s anti-discrimination, anti-harassment, and confidentiality policies still apply to employees when they are online, even during after work hours. Keep in mind, though, that while some employer rights are retained, the policy cannot be so broad as to prevent any discussion of work.

Once a policy is established, employees should be given a chance to review and ask questions on what will be considered proper and what could lead to discipline.  Ideally, there should be a way for employees to report possible problematic activity and request advice as to appropriateness before posting on social media sites.

In addition to developing a written social networking policy for employees, beware of how you access your employees’ online identities. You should disclose who you are if “friending” an employee, and should never sign on to an employee’s profile, whether or not you have permission to do so. While it may be tempting to see how an employee acts when the boss is not around, courts have considered some aspects of online profiles to be private, and you may be violating an employee’s rights by accessing his or her site.

Finally, while employers are allowed to perform online research on any prospective employee before hiring, they still must follow all anti-discrimination policies and ensure that (1) the research does not violate the prospective employee’s privacy rights, (2) the research is accurate, and (3) certain protected characteristics which can be discovered on these sites, such as race, do not enter into the hiring decision.

Online Review and Rating Sites        

Employees are not the only important social networking presence.  Whether or not you actively maintain an online presence for your business, one is likely being built; a presence that is extremely important and can be viewed by any potential customers or employees.

While every business owner knows that word-of-mouth recommendations are useful for business, the new reality is that a Tweet or a Yelp review could be just as useful, if not more. The Washington Post reported a study by Michael Luca of Harvard Business School showing that a rating increase of one star on Yelp (an online rating and review site) leads to a 5-9 percent increase in revenue. While restaurant or store reviews and choices may be one thing, the use of online reviews in professional fields has also increased as people grow more comfortable in trusting online reviews and ratings.

An employer or business owner should not only regularly review what is being said in online reviews, but should know that there are some ways to control what is being said – and also some ways to get in trouble in this area. As an employer or business owner, you can use tools such as Google Alerts to keep up with what is being said about your company online and to use existing reviews – both positive and negative – to assess how your company is doing.

If you see that your company’s status is either not what you would like to see or is non-existent, there are some ways to encourage customers to provide reviews. The best course of action is to kindly ask your satisfied clients to take the time to write a review. However, be aware that there are potential legal pitfalls to asking people to post favorable reviews for your business. The Federal Trade Commission has stated that as with any product endorsement, it must be clear if the reviewer/blogger/rater has been paid or has any connection to the company.  This means that you cannot give cash to customers to write a positive review, nor can your employees pose as customers online without disclosing their status.  These rules extend to any promotion of your products, so if you decide to tout a product of yours on an industry message board, you must disclose your affiliation with the company.

One inescapable reality of online reviews is that some are bound to be negative. If you are concerned about the number or seriousness of negative reviews of your company, most online review sites will allow you to directly respond. In addition, some review sites require some verification of truthfulness and you can demand the removal of any false statements. Our law firm has had success in obtaining the removal of negative statements on behalf of clients, which can be laborious. Otherwise, there is frequently little that can be done about truthful negative opinions other than having thick skin and ensuring that there are offsetting positive comments and reviews.

Conclusion

The best advice is to view your actions on social media sites just as you would any in-person interaction: if you would not rifle through a future employee’s private information in person, don’t do it online; if you would not pose as a satisfied client to lure in future clients, don’t do it online; and if an employee is allowed to make the comment while talking to co-workers outside of work, they may be able to make it online.  Working with legal counsel to develop an appropriate social networking policy and consulting legal counsel when using a new online marketing strategy will help a business utilize all that these forums have to offer, without running into an unanticipated and costly lawsuit.

David J. Lynam is Principal of Lynam & Associates (www.lynamlaw.com), which has served its clients since 1990. The firm represents small and mid-market U.S. and international for-profit and nonprofit companies form its offices in Chicago and Barrington, Illinois.  David is a graduate of the Loyola School of Law, attended the Hague Academy of International Law, and is admitted to practice before the Illinois Supreme Court, the U.S. Supreme Court, and the U.S. Tax Court.  He gives professional legal education lectures on a variety of topics, is an author on contracts, professional liability, employment law, trademark law and other legal issues.  His firm also publishes the Illinois Business and Tax Law Blog, which can be viewed at www.lynamlaw.com/blog.  David is a member of the Chicago Bar Association, co-chair of the Entrepreneur Group at the Union League Club, was recently appointed to the membership committee of the Small Business Advocacy Council and serves on the Estate and Gift Tax Committee of the Illinois CPA Society.  You may contact the firm at firm@lynamlaw.com or 312.641.1500. 

10 Tips for a Successful Lease Negotiation

By: Bill Himmelstein, Tenant Advisory Group, LLC

Once you have negotiated the business terms of your lease, be it for a renewal or relocation, there are a number of items to address to help you with your legal terms negotiations. Below is the list of Top 10 tips I share with my clients. While this list should not replace having a qualified, experienced, real estate attorney review your lease document, it will give you and your attorney a good idea of the subtle ways a landlord may try to take advantage of his or her tenants. (Luckily, after reading this post, you will be armed to ensure you have a fair legal document.)

1.      Business terms - Double check that the business terms agreed to in the Letter of Intent are the same as in the lease document.

2.      Sublease clause - Reasonable consent should not be withheld by your landlord. Your landlord will ask for 100% of profits. A 50/50 split is fair. Seek to minimize notice to your landlord and response time from your landlord. Consent shall not be necessary for purchase, sale, or merger.

3.      Hold-over clause – If you occupy your space beyond the lease expiration, your landlord will ask for a penalty of 200% of the then escalated rent. However, based on my 12 years of experience negotiating commercial leases, I assure you that 150% is the fair market amount.

4.      Renewal Clause – Your landlord may ask for automatic renewal if you don’t give notice. This is not acceptable. It’s nice to have ongoing rights to your own space. Negotiate the rate when possible as it will still be negotiable at that time. If the renewal rate is above market, you can still negotiate it down.

5.      Work letter - This should be studied closely to make sure everything matches up to what your landlord said he was going to deliver. If there is an allowance, base building items (ie. electricity and HVAC stubbed to premises, dropped ceilings, dry wall) should be taken care of by the landlord. If the landlord is handling construction, make sure he or she is liable if the work isn’t completed on time.  

6.      Right to Terminate – This can be a great source of leverage to restructure your lease regardless of how the market has changed since execution of the lease.

7.      Surrender of Premises – Your space shall be returned in “broom-clean” condition, nothing more. Your landlord may ask for the space to be returned to “white box.” That is unacceptable.

8.      Taxes and Operating Expenses – It’s important to make sure capital improvements are not passed along to you, the tenant, through operating expenses. If you’re going to sign a gross lease, there should be a Base Year.

9.      Insurance requirement – Make certain you have a qualified insurance broker review all coverage requirements. 

10.  Damage or Destruction by Casualty - Seek to minimize the time in which your lease can be terminated, and seek to maximize the remedies available to you as a tenant.

Unfortunately, in all types of business, there are people whose goal is to make as much profit as possible, as opposed to offering a solution to suit all parties involved. The 10 tips listed above should help ensure that you end up with a lease negotiation that leaves you looking forward to staying in your existing space or moving into a new space.

Bio

William Himmelstein started Tenant Advisory Group, LLC, in July 2008. Bill has been a tenant representative broker for over 12 years and focuses on working with professional service firms and private practice physicians. In the past 18 months, he has negotiated more than $30 million of transactions and has saved clients more than $8 million on leasing costs. Contact Bill directly at: Bill@tenantadgrp.com.