Blackstone Counsel

Blackstone Counsel "Partners in Business, Professionals in Law" www.BlackstoneCounsel.com
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Rock On, Counsel
04/08/2015
Rock On, Counsel

Rock On, Counsel

Blackstone Counsel founder Frank Blackstone moonlights as a musician

05/27/2013

Happy Memorial Day! May's highlighted issue relates to due diligence in acquisitions, particularly related to government contracts. When small and mid-sized company executives embark on acquiring other entities or being acquired, they often want to keep the initial costs (especially legal expenses) down – which makes sense. However, engaging a good attorney on your side who can work with you to provide an initial, limited list of due diligence requests (not the entire list), and assist in reviewing the items requested – particularly if the combined entity needs to retain a “Small Business” designation. This both keeps the costs down AND supports the decision-making of whether to continue with the acquisition. Remember, due diligence isn’t just financials, and in the government contracts market, affiliation issues can also trip up a designation. So make sure you’ve got good professionals assisting you in your merger and acquisition (M&A) activities!

If you would like to discuss any of your company’s due diligence, M&A or other legal needs, please contact Frank directly at [email protected] or 703.226.8023. This article is not intended to serve as legal advice, and does not establish an attorney-client relationship with Blackstone Counsel.

04/30/2013

April's highlighted issue relates to Assignment clauses in contracts. As I mentioned last month, these are also usually considered part of the boring “boilerplate” clauses in the back of your contracts – that “only the lawyers” care about. BUT, if the Assignment clause prohibits your company from assigning (transferring) your contract to another party – particularly a successor-in-interest (i.e., a buyer of your company) or even an affiliate of your company – without the other party’s consent, you may not be able to transfer your important customer or vendor contracts to a buyer of your company – which may be a big reason for that buyer to do the acquisition in the first place. So review the boilerplate in the back of your standard contract and make sure the Assignment clause permits some flexibility in the event of an acquisition.

If you would like to discuss any of your company’s contracts or other legal needs, please contact Frank directly at [email protected] or703.226.8023. This article is not intended to serve as legal advice, and does not establish an attorney-client relationship with Blackstone Counsel.

03/28/2013

March's highlighted issue relates to Governing Law and Jurisdiction clauses in contracts. I know - these are usually considered part of the boring “boilerplate” clauses in the back of your contracts – that only the lawyers care about. Well – there are a couple (what law to apply and where you can enforce your rights under the contract, and the Assignment clause – which we can discuss next month), which can have a material effect on your small to mid-sized business. If it’s your company’s product(s) and/or services that are being provided under the contract, as often as possible, you’ll want to use your local state’s law and courts to be able to enforce your intellectual property rights and payments (usually the two biggest items) as quickly and efficiently (AND inexpensively) as possible. Using your “home” state could potentially save you a lot of dollars in travel and legal fees for that one dispute that you have to fight in another city. So review the boilerplate in the back of your standard contract and make sure your Governing Law and Jurisdiction are still where your company is located.

If you would like to discuss any of your company’s contracts or other legal needs, please contact Frank directly at [email protected] or703.226.8023. This article is not intended to serve as legal advice, and does not establish an attorney-client relationship with Blackstone Counsel.

02/21/2013

February's highlighted issue relates to Consulting Services Agreements, which are often used by professional services firms or technology product companies to supplement a product sale. A reasonable and concise standard agreement to provide your company’s consulting services with protections for your company as well as for your client is a great way to start what you hope will be a long-term relationship. The agreement should include what services will be provided, estimated completion times, when payments are to be made, who owns the results of the services (and the underlying tools), change procedures (to avoid “scope creep” that becomes unpaid), and what happens if the services aren't provided properly or payment made in a timely manner. As with just about every contract, a consulting services agreement can be negotiated, so make sure you know what are the most important issues for your company and have an experienced professional assist in preparing or reviewing your agreement.

If you would like to discuss any of your company’s Consulting Services Agreements or other legal needs, please contact Frank directly at [email protected] or 703.226.8023. This article is not intended to serve as legal advice, and does not establish an attorney-client relationship with Blackstone Counsel.

01/24/2013

Happy 2013! January's highlighted issue relates to Retention Agreements, which are often used by employers to retain employees for a specified period of time, usually when a corporate event – such as a merger, acquisition or even a bankruptcy – is about to take place. Often there is a “stay bonus” involved, and they’re most commonly used to keep the seller’s customers happy, and to give the new owner’s management the opportunity to assess their staff and to transition into new roles and responsibilities. However, sometimes these agreements are called “Checks with Chains,” which is why if you’re an employee, you should carefully review the proposed Retention Agreement before signing it. Usually the most important clauses include when the bonus payments are made, what restrictions are placed on the employee (such as non-competition or non-solicitation), what penalties (if any) are included, and what guarantee of payment (if any) is included. As with just about every contract, a Retention Agreement can be negotiated, so make sure you know what your company and employees need and have an experienced professional assist in preparing or reviewing a Retention Agreement.

If you would like to discuss any of your company’s Retention Agreements or other legal needs, please contact Frank directly at [email protected] or 703.226.8023. This article is not intended to serve as legal advice, and does not establish an attorney-client relationship with Blackstone Counsel.

12/31/2012

This month's highlighted issue relates to Teaming Agreements, which are often used to bind together the team that would perform under a government contract. After the award of a prime contract by a government agency, a Subcontract Agreement between the prime contractor and its subcontractors is usually based upon the prior Teaming Agreements – which is why you should carefully review the proposed Teaming Agreement before signing it. Usually the most important clauses include identifying the specific opportunity for teaming, whether the agreement is exclusive or not, the respective duties of the parties, confidential information protections, dispute resolution provisions, period of performance and termination, and good faith negotiation of a subcontract in the event of an award. As with just about every contract, a Teaming Agreement can be negotiated, so make sure you know what your company needs and have an experienced professional assist in making sure you’re not missing anything in your Teaming Agreement(s). Best of luck in your teaming relationships, and Happy New Year!

If you would like to discuss any of your company’s Teaming Agreements or other legal needs, please contact Frank directly at [email protected] or 703.226.8023. This article is not intended to serve as legal advice, and does not establish an attorney-client relationship with Blackstone Counsel.

11/15/2012

Blackstone's Commentaries - November's highlighted issue relates to litigation. Although we’ve discussed dispute resolution in a general sense previously, in small and mid-sized companies, litigation can be a huge hit on the company. Before embarking on filing a claim, it’s a very good idea to make sure you’ve discussed your goals and expectations for the litigation – perhaps it could be resolved or the practical reality of “winning” may not be as good as you think (e.g., what if the loser can’t or doesn’t pay?). Plus, the time and efforts in preparing for and going through the trial process can often cause the “opportunity costs” for those individuals intimately involved to outweigh the actual legal fees (or the recovery). In addition, it’s a good idea to discuss the “most probable result” of your case and ask your attorney to provide a ballpark percentage for the various potential results early and throughout the process as you discover more about the case. Remember – litigation costs time and money – you’ll need to have both (and patience) if you decide, or need, to go through the process. It’s not for the faint of heart!

This article is not intended to serve as legal advice, and does not establish an attorney-client relationship with Blackstone Counsel.

10/18/2012

Blackstone's Commentaries - October's highlighted issue relates to hiring employees and contractors. In small and mid-sized companies, hiring is of tantamount importance because of the dynamics of interaction with a relatively small number of other people. Conducting good due diligence (doing some background research, contacting former co-workers and references, looking at social media for the person, etc.) are essential. Social media can often be a particularly good indication of the individual. If you’re hiring a professional, a quick call to the applicable licensing agency/board to confirm that the person is actually licensed in your area could save you a lot of time, effort and money later – there is a recent cautionary tale of a part-time bookkeeper/accountant who held herself out as a CPA (when in fact she had no such designation) and then embezzled money and left the financial records of the company a mess. A wise business leader once said that he “hires slow and fires fast.” If only it was so easy… However, the point is well taken – making sure you know as much as you can about the potential employee or contractor can save you a lot of aggravation done the road!

This article is not intended to serve as legal advice, and does not establish an attorney-client relationship with Blackstone Counsel.

09/21/2012

Blackstone's Commentaries - September's highlighted issue relates to corporate records, which is often an issue that small and mid-sized, privately held companies face, particularly when the company may be requested to provide documents and records for an audit, or for due diligence, perhaps as part of an investment, merger, acquisition, certification, or other reason. The “best practices” are to maintain your company’s corporate records as required under your company’s By-Laws (or Operating Agreement for LLCs), on at least an annual basis, and to keep all of the records, including Articles, By-Laws/Operating Agreements, amendments, meeting minutes, ownership certificates and/or ledgers, etc. all in one binder or folder. This makes it very easy (and less stressful) when that (hopefully good) request comes in the door. It is also a good idea for your company’s attorney to have a copy of your corporate records, so that even if you can’t locate that binder, your attorney will be able to provide the necessary documents quickly and easily. Occasionally, small to mid-size businesses may neglect to keep their records updated, and it is important to discuss with your lawyer (and potentially accountant) how to handle that situation. Ask your professionals to help you – it can save you a lot of aggravation done the road!

This article is not intended to serve as legal advice, and does not establish an attorney-client relationship with Blackstone Counsel.

08/23/2012

Blackstone's Commentaries: This month’s highlighted issue relates to vacations, which is one of the challenges that small professional services companies face, particularly in July and August. Identifying and prioritizing all of the tasks that need to be completed before “key personnel” are unavailable for some period can be extremely stressful for those going on vacation, as well as those who have to pick up extra work. A very wise attorney (my father) advised me early on about the importance and productivity of “lists” and I’ve dutifully followed that advice, and found that they can provide a sense of accomplishment for crossing off the action items before vacations (and those items that inevitably arise upon return). I hope everyone’s successful in accomplishing their lists and enjoying their vacations!

This article is not intended to serve as legal advice, and does not establish an attorney-client relationship with Blackstone Counsel.

Blackstone Counsel's cover photo
04/19/2012

Blackstone Counsel's cover photo

04/19/2012

“BLACKSTONE’S COMMENTARIES” This month’s highlighted issue relates to your company’s disputes and litigation. It would seem to be an obvious tenet of business to avoid disputes and particularly those that end up in litigation (in court or in any type of proceeding); however, sometimes business disputes – with employees, customers, vendors, partners, contractors, etc. – simply can’t be avoided. Oftentimes, the best course of action is to inform your legal counsel as soon as you think there might be a dispute, so that a strategy can be developed, with the idea of trying to resolve and minimize the dispute before it escalates. Waiting too long to get counsel involved often permits the dispute to turn into one that “only the lawyers win,” which truly isn’t the best business solution.

If you would like to discuss any of your company’s disputes or your company’s legal needs in general, please contact Frank directly at [email protected] or 703.226.8023. This article is not intended to serve as legal advice, and does not establish an attorney-client relationship with Blackstone Counsel.

“BLACKSTONE’S COMMENTARIES” March's highlighted issue relates to your company’s “Deliverables” to your customers. As w...
03/14/2012
Blackstone Counsel - Frank Blackstone III, General counsel contracts lawyer Fairfax, VA - www.blacks

“BLACKSTONE’S COMMENTARIES” March's highlighted issue relates to your company’s “Deliverables” to your customers. As we pointed out in last month’s Commentary about intellectual property (“IP”), your IP is often one of your company’s biggest assets and should be vigorously protected. When you provide work product or “Deliverables” to your customers, you’ll want to carefully state exactly what is included in the definition and ownership of the Deliverables so that you can maintain your company’s ownership in your IP and potentially the underlying methodologies or “know how” that you may used or discovered while preparing the Deliverables. In one instance, an extremely large financial institution attempted to include one of our client’s commercial, off-the-shelf software in their definition of Deliverables, and then sought to own all of the Deliverables from the client. As you can imagine, this led to a very tense and delicate negotiation with that large institution which resulted in a careful definition and ownership only of certain customized Deliverables. The Lesson – don’t give away your IP by a bad definition!

If you would like to discuss your company’s Deliverables or your company’s legal needs in general, please contact Frank directly at [email protected] or 703.226.8023. This article is not intended to serve as legal advice, and does not establish an attorney-client relationship with Blackstone Counsel.

www.BlackstoneCounsel.com

Blackstone Counsel has established itself as a pre-eminent legal presence bringing creative and innovative solutions to complex business issues.

02/20/2012

This month’s highlighted issue relates to your company’s intellectual property (or “IP”). IP refers to creations of the mind (such as inventions, literary and artistic works, images, symbols, names, words and phrases, and designs used in commerce) for which exclusive rights are recognized. There are four major types of IP protections: copyrights, trademarks/service marks, patents, and trade secrets. Often, small to mid-sized business face the issues of not knowing whether their ideas, inventions or intellectual capital can be protected, or how to achieve revenues from their IP. One of the mantras of Blackstone Counsel regarding IP is to “protect, commercialize, and maximize” – we assist in determining whether your ideas or inventions are protectable, and if so, how to best commercialize them and then maximize the revenue from them. For example, computer software can potentially be protected by registering the source code with the US Copyright office, by registering the name and/or logo of the product with the US Patent & Trademark Office (the “PTO”), and/or possibly filing a patent application with the PTO, and the software can be licensed to users to create revenue.

If you would like to discuss your company’s intellectual property or your company’s legal needs in general, please contact Frank directly at [email protected] or 703.226.8023. This article is not intended to serve as legal advice, and does not establish an attorney-client relationship with Blackstone Counsel.

Blackstone Counsel Monthly Commentaries: This month’s highlighted issue relates to your company’s main revenue producing...
01/17/2012
Blackstone Counsel - Frank Blackstone III, General counsel contracts lawyer Fairfax, VA - www.blacks

Blackstone Counsel Monthly Commentaries: This month’s highlighted issue relates to your company’s main revenue producing document(s). Often, small to mid-sized business face the issue of not being able to use their own “paper” (or contracts) when providing their products and/or services to their customers. Generally, if a Company is providing the product or service, the Company should have a well-written, but fair document which protects the Company’s interests, and also protects the customer’s interests as well. By having a well-drafted document that’s clear, that’s “on the fairway” (instead of way off “in the rough” with onerous terms only on the Company’s behalf), and that contains standard protections for the customer, the Company indicates its style of doing business, which may permit the customer to be more willing to use the Company’s contract documents. This also generally decreases the amount of time and expense for legal review, which often results in a shortened sales/closing cycle – all of which is greatly desired for small to mid-sized businesses.

This article is not intended to serve as legal advice, and does not establish an attorney-client relationship. you would like to discuss your revenue producing documents or your company’s legal needs in general, please contact Frank directly at [email protected] or 703.226.8023. This article is not intended to serve as legal advice, and does not establish an attorney-client relationship with Blackstone Counsel.

Blackstone Counsel has established itself as a pre-eminent legal presence bringing creative and innovative solutions to complex business issues.

Blackstone Counsel Monthly Commentaries: This month's highlighted issue relates to corporate formation matters. Often...
12/15/2011
Blackstone Counsel - Frank Blackstone III, General counsel contracts lawyer Fairfax, VA - www.blacks

Blackstone Counsel Monthly Commentaries: This month's highlighted issue relates to corporate formation matters. Often, entrepreneurs face the issue of what type of business entity to use for a new business venture -Limited Liability Company (LLC), Subchapter S Corporation (S Corp) or C Corporation (C Corp). Generally, the benefits of the LLC structure are: ease of formation; ability to offer more than one class of stock (membership units can be classified as voting or non-voting, or common or preferred); "flow through" benefits by filing a partnership tax return (where the LLC's profits and losses are able to "flow through" to the individual owners/members while the member's liability is limited to the extent of the member's investment); and flexibility regarding different potential percentages of ownership, voting, distributions and allocations. However, it is often not advisable for an actual operating company to be an LLC because LLCs are subject to income and payroll taxes. Professional Corporations and "passive activity" firms (investment, real estate, etc.) are often good candidates for LLCs because profits from passive activity are not subject to payroll taxes.

An S Corp enjoys no corporate tax on profits, as individual stockholders pay taxes on their personal tax returns only on their proportional share of profits, but an S Corp can only have up to 100 stockholders and one class of stock - common stock (although an S Corp can have voting and non-voting common stock). A C Corporation is a regular corporate entity, with the ability to report a fiscal year other than a calendar year, and there is no limit on the number of shares, stockholders, or classes of stock. Profits earned by a C Corp are subject to income taxes but not payroll taxes, but also an additional tax if/when it issues dividends, and the taxes are determined based on the number of stockholders divided into the equity account, and distributions and allocations are made based on the percentages of ownership (as indicated by the number of shares). C Corps are usually recommended for companies that reinvest money for growth, that want to take advantage of the flexibility issues mentioned above, and that may want to take in other sources of funding.

Frank Blackstone of Blackstone Counsel (www.BlackstoneCounsel.com) provides outside General Counsel services, primarily to small and mid-sized businesses, and routinely handles legal issues that are pertinent to such businesses. If you would like to discuss formation issues or your company's legal needs, please contact Frank directly at [email protected] or703.226.8023.This article is not intended to serve as legal advice, and does not establish an attorney-client relationship.

Blackstone Counsel has established itself as a pre-eminent legal presence bringing creative and innovative solutions to complex business issues.

11/17/2011

Blackstone Counsel Monthly Commentaries: This month’s highlighted issue relates to employment matters. Once you’ve started your company and hired any employees, you are likely to have employee issues. Virginia is an “at will” employment jurisdiction, meaning that in the absence of a written agreement stating otherwise, the employment relationship between employee and employer can be terminated “at will” by either side. Often, companies will provide their employees with offer letters and have them sign documents upon becoming employed that protect certain rights to the company – these documents should be drafted with care to ensure that the employment relationship and any intellectual property rights, confidentiality, and termination issues are properly handled.

If you would like to discuss your company’s legal needs, please contact Frank directly at [email protected] or 703.226.8023. This article is not intended to serve as legal advice, and does not establish an attorney-client relationship.

Congratulations 7on7 and Blackstone Counsel for getting the deal done!
07/21/2011
National Championship Opener

Congratulations 7on7 and Blackstone Counsel for getting the deal done!

7on7u - Mel Kiper Jr, 7on7 University, Home of the 7on7 National Championship, Skillview

12/17/2010

Congrats Frank Blackstone! You have been named a finalist for the 2011 Entrepreneur Navigator Awards, presented by The Entrepreneur Center ! In this second year of the awards, we are pleased to recognize you for your extraordinary achievements and excellence in promoting the development of the Greater Washington region's entrepreneur community. The Entrepreneur Navigator Awards will be presented on January 27.

Check out the article in the latest Fed Tech publication regarding Frank.
11/15/2010
HEROINES IN TECHNOLOGY - Tech Bisnow - Washington

Check out the article in the latest Fed Tech publication regarding Frank.

The mood of the government contracting market, legal talk with Frank Blackstone and an update on woman-owned business set-asides

Fed Tech Bisnow Announcement
11/05/2010

Fed Tech Bisnow Announcement

Client appreciation event and celebration of the Blackstone Counsel web-site roll out.
09/17/2010

Client appreciation event and celebration of the Blackstone Counsel web-site roll out.

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