Denver Business & Commercial Law Blog

Coworking spaces getting too expensive for many small businesses

On behalf of Virtual General Counsel LLC posted in Business Formation on Tuesday, July 9, 2019.

If you are starting a new business, you have to make a lot of decisions quickly. You have to figure out how to develop your idea into a working business, how to hire employees and attract customers. You may even have to figure out where you are going to work.

Renting an office space is expensive, especially in urban areas like Denver, but working from home has its problems as well. Recently, many professionals, freelancers, entrepreneurs and small businesses have tried to get around these problems by opting for coworking spaces.

Businesses backing away from e-commerce over tax concerns

On behalf of Virtual General Counsel LLC posted in Contracts on Friday, June 21, 2019.

Since the beginning of e-commerce as a force in the marketplace, business leaders and lawmakers have argued over how to handle the issue of sales taxes. If a website for a Denver company sells a widget to a customer in another part of Colorado, should the customer pay the sales tax rate for Denver, or for the customer's location?

Recently, Colorado Gov. Jay Polis signed a law that will require website-based sales to pay the tax rate based on the destination of the sale. The law is meant to help the state comply with a U.S. Supreme Court decision, and could potentially be a boon to smaller local governments. However, the rollout of the law has been met with confusion and frustration.

State electric vehicle plan opens new opportunities

On behalf of Virtual General Counsel LLC posted in Contracts on Thursday, June 13, 2019.

While the move away from burning fossil fuels remains a contentious issue in the federal government, Colorado is moving ahead with a cleaner-energy future. Earlier this year, Gov. Jared Polis signed an executive order intended to promote the use of electric vehicles.

Among other things, the order establishes that the $70 million the state received as a part of a settlement from automaker Volkswagen will be used in state grants for local businesses and agencies to replace older cars, trucks and buses with electric vehicles.

When does a court refuse to enforce a contract?

On behalf of Virtual General Counsel LLC posted in Contracts on Thursday, June 6, 2019.

When deciding on a contract dispute, a court first determines whether the parties had a valid contract. The court must find that one party made an offer, the other accepted it, and they must have exchanged something of value in exchange for a promise.

This last element is known as the requirement of "consideration," and the consideration can be almost anything of value, including another promise. The point is to show that the parties entered into the agreement knowingly. If the court finds offer, acceptance and consideration, then it determines that the agreement met the requirements of a contract.

Choose the right type of partnership for your business

On behalf of Virtual General Counsel LLC posted in Business Formation on Friday, May 10, 2019.

Simply put, whenever two or more people own a business together and share in its profits and losses, they are said to have a partnership. However, it is always a good idea to get a partnership agreement in writing, so as to make sure everyone has the same expectations. A written agreement can save a lot of headaches later on, if or when the partners have disputes or decide to part ways.

The first step in creating a partnership agreement is to decide what type of partnership it should be. The most common forms are general partnerships, limited partnerships and limited liability partnerships.

Local media acquisition part of a nationwide trend

On behalf of Virtual General Counsel LLC posted in Mergers & Acquisitions on Wednesday, April 24, 2019.

The news media business has been on shaky ground ever since the Internet started taking a bite out of its advertising revenue almost 20 years ago. The situation has grown even more precarious since the rise of social media disrupted the way many Americans get their news. Print media has been hit particularly hard, but television, radio and websites have struggled as well. What's more, the media landscape has changed for large media corporations and small businesses alike.

One result of these changes is an increase in mergers and acquisitions in the media business. Recently, Colorado Public Radio acquired the website Denverite from the company Spirited Media. The move followed similar acquisitions in other markets, as other public radio organizations snapped up websites such as Gothamist, LAist and DCist.

Set a business goal of acquiring a smaller business

On behalf of Virtual General Counsel LLC posted in Mergers & Acquisitions on Wednesday, April 17, 2019.

A business's number one goal is to be profitable. While this may be true, there are many smaller goals a business will set in order to achieve this goal. One goal that may be on the agenda for a growing or established business is to acquire a smaller business. The ability to purchase a smaller business can indicate the growth and success a business has achieved.

It can also indicate that a business is willing to take their business to the next level. Making any large business decision, such as an acquisition, is a risk. Getting into business is a risk. Every decision a business makes is a risk, it's never a sure thing. So make as an informed decision as possible during a business acquisition.

Best practices to avoid nonperformance in contract disputes

On behalf of Virtual General Counsel LLC posted in Contracts on Tuesday, March 26, 2019.

When it comes to doing business, most businesses couldn't perform without the use of, or partnership with, other businesses. In theory, being is business is just as much about your customers as it is about the vendors you are engaged in business with. This is why it's so important to set up business relationships for success from the beginning. One way in which to do that is to set up a contract between businesses.

A contract is an agreement that both parties engage in which details the expectations and responsibilities of each party. A good contract will also consider stipulations in which breach of contract is committed by one or both parties. Breach of contract could come in many forms, including nonperformance by one or both parties. A contract can help to determine how a party can be held accountable and by what means.

How can a business practice due diligence when being acquired?

On behalf of Virtual General Counsel LLC posted in Mergers & Acquisitions on Tuesday, March 12, 2019.

Whether a business is a few years, or a few decades old, it might be time for it to transition into a new phase by being acquired. Acquisitions are a period of change, but it can often mean bigger and better things for the company itself. So how can a company get itself ready for this transition?

One aspect of an acquisition process that an acquired business will want to attend to is due diligence. The acquirer will check off items on a list, formally, or informally in order to determine if the acquired property meets the valuation or to compare it to the existing structures, and business activities of the larger company. There are several topics of which smaller items of interest can be explored when doing due diligence in a merger or acquisition. Organization, financial information, physical assets, real estate, intellectual property, employees, licenses, environmental issues, taxes, and so goes the list, are all aspects that are important and need to be assessed through due diligence.

More growth, mergers expected for cannabis industry in 2019

On behalf of Virtual General Counsel LLC posted in Mergers & Acquisitions on Tuesday, February 26, 2019.

Within the last several years since legalization in Colorado, the cannabis industry has seen impressive growth. With growth, comes a rapid speed of change in any industry. Generally made up of smaller businesses, the cannabis industry seems to be gaining speed towards larger, consolidated businesses. This is characterized by mergers and acquisitions.

Larger, more established businesses tend to acquire or merge with smaller businesses, such is the nature of the free market. However, entering into a merger or acquisition isn't a small feat. Understanding timing and market fluctuations is pertinent to any industry, including cannabis, in order to ensure the process is favorable and a smooth transition. When companies merge or consolidate, every aspect of that business needs to be blended and will come under scrutiny.

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