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15 Legal Issues You Should Routinely Review with a Business Attorney (2025 Guide for U.S. Owners)

How often should you review?

• Quarterly: revenue contracts, collections process, high-value vendor and client agreements, employment/contractors, privacy and website terms.
• Annually: governance documents, licenses/permits, insurance alignment with contracts, IP portfolio, data/security posture, dispute history, exit/financing readiness.
• Event-driven: new product lines, new markets/states, significant hires/terminations, price model changes, marketing claims, investor interest, M&A.

1) Corporate Governance & Owner Agreements

• Decision rights and voting thresholds aligned with current ownership.
• Buy-sell provisions and valuation method (appraisal, formula, agreed schedule).
• Signature authority and spending limits; board/manager consents.
• Clean corporate records (minutes, consents, cap table). Why it matters: Preserves your liability shield and avoids deadlock or messy exits.

2) Revenue Contracts: MSA/SOW, Order Forms & Terms

• Up-to-date MSA + SOW or order form flow.
• Payment protections: late fees, interest, suspension/termination on nonpayment, personal guaranties when needed.
• Liability cap and exclusion of indirect damages; warranty scope you can actually deliver.
• Attorney’s fees, governing law, venue favorable to you. Why it matters: Shorter sales cycles, fewer disputes, and better collections.

3) Collections Strategy & Credit Policies

• Written credit approvals, deposits/retainers for riskier deals.
• Step-by-step collections playbook (reminders → demand letters → escalation).
• When to move to mediation/arbitration vs. litigation.
• KPI review: DSO (days sales outstanding), % collected ≤30/60 days. Why it matters: Predictable cash beats heroic quarter-end scrambles.

4) Employment & Contractor Hygiene

• Updated employment agreements, independent contractor agreements, confidentiality, IP assignment, and non-solicit.
• Concise employee handbook (BYOD, social media, data, conflicts of interest, timekeeping).
• Performance documentation and separation checklists.
• Review exempt/non-exempt status, overtime, and commission plans. Why it matters: Reduces HR claims, protects know-how, and keeps payroll practices compliant.

5) Intellectual Property: Trademarks, Copyrights & Trade Secrets

• Trademark clearance for new names/logos; maintain docket of filings and renewals.
• Confirm IP assignment from employees, freelancers, and agencies.
• Trade secret program (access controls, NDAs, off-boarding steps).
• Licensing opportunities (white label, co-branding, franchise exploration). Why it matters: Avoids forced rebrands and preserves valuation in fundraising or exit.

6) Website Terms, Privacy Policies & Marketing Claims

• Updated Terms of Service and Privacy Policy (reflecting your analytics, email/SMS, payments).
• Consent and unsubscribe flows; data retention/deletion schedules.
• Advertising claims, free trial language, subscription renewals, warranty disclaimers.
• If you operate bilingually (e.g., English/Spanish), ensure both versions are consistent. Why it matters: Prevents account freezes, fines, and chargebacks.

7) Licenses, Permits & Local Compliance

• City/county business tax receipts, certificates of use/occupancy, and industry licenses.
• Sales/use tax processes where applicable.
• Zoning checks for office-from-home, warehouses, or retail.
• Calendar of renewals and responsible owners. Why it matters: Avoids costly interruptions and “surprise” shutdowns.

8) Key Vendor, SaaS & Cloud Agreements

• Data processing terms (security, breach notice, sub-processors).
• Service levels and credits that won’t erode your margin.
• Mutual indemnities and sensible liability caps.
• Exit logistics: data export, transition support, non-compete/use of your data. Why it matters: Keeps customers whole even if a vendor fails—and protects you when something breaks.

9) Data Security & Incident Response

• Minimum security standards (MFA, encryption, access logging).
• Incident response plan with roles, timelines, counsel, and PR.
• Vendor risk management and penetration test cadence.
• Cyber insurance aligned with your contractual promises. Why it matters: Faster recovery and lower exposure when—not if—an incident occurs.

10) Insurance Alignment with Contracts

• Review GL, professional/E&O, cyber, D&O, EPLI limits vs. contractual indemnities and caps.
• Add additional insured or waiver of subrogation endorsements when required.
• Certificates tracking and renewal calendar. Why it matters: Avoids paying out of pocket for risks you thought were insured.

11) Real Estate & Leasing

• Renewal windows, rent escalators, CAM charges, repair/maintenance duties.
• Subleasing/assignment flexibility; personal guaranties.
• Build-out, signage, parking, and exclusive-use rights.
• Early termination and relocation clauses. Why it matters: Flexibility when you grow—or need to pivot.

12) Equity, Financing & Cap Table Cleanliness

• SAFEs/convertible notes/equity docs consistent and complete.
• Cap table accuracy; option grants and board approvals documented.
• Information rights for investors; transfer restrictions.
• Basic data room structure you can keep updated quarterly. Why it matters: Faster raises, better valuations, fewer diligence “price chips.”

13) Dispute Prevention & Resolution Pathways

• Cure periods, escalation to executive sponsors, mediation/arbitration clauses.
• Evidence discipline: how you store scopes, change orders, approvals.
• Form settlement terms: mutual release, confidentiality, non-disparagement. Why it matters: Cheaper, faster resolutions that protect relationships.

14) Tax Touchpoints (with Your CPA in the Loop)

• Entity election reviews (LLC → S-Corp, multi-entity structures).
• Intercompany agreements and transfer pricing basics.
• Sales tax nexus when you sell across states.
• Stock basis/inside basis issues ahead of distributions or exits. Why it matters: Avoids leaks and surprises; your attorney and CPA should coordinate.

15) Succession, Key-Person & Emergency Authority

• Banking and contract authority backups; board/manager consents.
• Key-person clauses and non-solicit protections.
• Simple continuity plan (contacts, passwords via approved vaults, vendor map). Why it matters: Keeps the business operating during illness, transitions, or travel.

A Practical Review Cadence (You Can Start This Quarter)

• Express legal audit across the 15 areas.
• Identify Top 5 risks by impact on revenue, reputation, and compliance.
• Ship quick wins: refresh revenue contract pack (MSA/SOW), collections playbook, website terms/privacy.

• Load approved templates into your CRM and shared drive.
• Publish a negotiation playbook with fallback clauses.
• Update employment/contractor agreements and roll out a 60-minute training to sales and ops.

• Track KPIs: sales cycle, redline rate, DSO, % disputes resolved pre-litigation, IP incidents.
• Close gaps in insurance vs. contract promises; finalize license/permit calendar.
• Stand up a light data room and cap table review.

Red Flags That Mean “Call Your Attorney Today”

• A customer insists on removing your liability cap or attorney’s fees clause.
• A freelancer won’t sign IP assignment while building core assets.
• Your payment processor flags your site for missing/unclear terms or privacy.
• A vendor’s indemnity demands you cover risks outside your control.
• Investor interest arrives but your cap table and consents are a mess.

FAQs Owners Ask

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