Business and Commercial Law
If you own or operate a business ― or plan to start a new one ― you will need to consider and respond to a number of legal issues. Based in Hagerstown, Maryland, Kane, Wilburn & Stone provides business and commercial law services to clients throughout Western Maryland. We assist businesses of all types and sizes in successfully resolving the challenges they face and in avoiding pitfalls in the future. We take a comprehensive approach to our business and commercial law practice, because each client’s circumstances and needs are different.
Business Formation and Organization
Every successful business begins with a strong foundation. At Kane, Wilburn & Stone, we can help you create and organize your business with your own specific goals and objectives in mind. We establish and structure such business entities as:
- C corporations
- S corporations
- Limited liability companies
- Partnerships and limited partnerships
- Limited liability partnerships
- Non-profit organizations
- Real estate entities
- Business trusts
- Sole proprietorships
We help our business clients make informed decisions concerning such matters as: business ownership, management, capitalization and financing, personal liability, insurance, and tax implications. As your business grows, we can review these and other important matters and help you avoid potential problems in the future.
We assist our clients in a wide range of areas, including:
- Shareholder, partnership and other types of owner and management agreements
- Buy-sell agreements
- Sales and purchases of assets
- Stock sale and purchase agreements
- Mergers and acquisitions
- Equity and debt financing
- Succession planning
- Stock option and profit-sharing plans
- Employee relations, including employment and non-compete agreements
- Corporate governance
At Kane, Wilburn & Stone, we help our business clients identify and implement creative solutions to the challenges they confront at all stages of the business life-cycle. And we strive to develop approaches that are tailored to each client’s own particular needs and can be delivered in a timely and cost-effective manner.
Frequently asked questions
I plan to start a new business. What should I do first?
The key word here is “plan”! Preparing a business plan for your new company will help you answer such important questions as: Exactly what products or services will my new business provide? Who are my potential customers? What can I offer to set me apart from the competition? And how much time will it take, and how much money will I need to invest or borrow before my company becomes self-sustaining? Although others can help you with this effort, the lead role should be yours, because the process of developing your business plan is just as important as the end result. At Kane, Wilburn & Stone, we can provide important advice and assistance to you at this critical stage of the business life-cycle, help you determine what form of business structure will best suit your needs, and create and organize your new company in accordance with your own goals and objectives.
I am buying an established business (or selling my company). Do I need a contract?
Yes. Although you and your counter-part are probably in the best positions to determine exactly what is being sold and purchased, a price that is fair to both parties, and reasonable payment terms, even the most “friendly” business sale and purchase also involves important legal issues, such as: What commitments from the seller are necessary to the ensure that the purchaser receives what he or she expects? How does the seller ensure that he or she will receive full payment? Do any documents need to be filed with the State to make the transaction fully effective? What are the tax implications of the transaction for each party? A hand-shake alone cannot answer these and other important questions, or ensure that the rights, duties and liabilities of both parties are fully understood and agreed upon up front. At Kane, Wilburn & Stone, we advise our clients on all aspects of the prospective purchase or sale, from negotiation to implementation, and we prepare (or review) contracts and other documents that are essential to the fulfillment of our clients’ expectations and the protection of their rights and interests.
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Business and Commercial Transactions
Successful business and commercial relationships with your customers, suppliers, lenders, employees and others are almost based upon good contracts between the parties. At Kane, Wilburn & Stone, we believe that protecting our client’s interests in a business transaction begins before, not after, the contract is signed.
We serve our clients in most business and commercial areas, including:
- Real estate contracts
- Customer contracts
- Employment agreements, including confidentiality and non-compete covenants
- Construction contracts
- Commercial financing
- Contracts with vendors and suppliers
- Commercial leases
- License agreements
- Franchise and distribution agreements
We help our business and commercial clients understand the legal and other ramifications of a potential transaction and make informed decisions before they enter into important legal commitments. Our services cover all aspects of the prospective relationship, including:
- Drafting contractual agreements, commercial instruments and other documents
- Reviewing documents prepared by other parties
- Resolution of disputes
At Kane, Wilburn & Stone, we believe that it is usually better to get the deal done right in the beginning than to try to fix misunderstandings and other problems later through costly and time-consuming litigation. That is why we strive to help our clients begin each new business or commercial relationship in a win-win position and to keep it that way as the relationship evolves.
Frequently asked questions
I need a contract drawn up. Do I need a lawyer?
A valid and legally enforceable contract need not be written in formal legal language. And most people who wish to enter into a binding agreement know what they want and how to put it in writing. What most lay people find difficult is knowing what ought to be in the contract that they haven’t thought about, and what the law may require for various types of transactions. For example, most transactions between businesses and consumers in Maryland are subject to many legal requirements, and any business that enters into such contracts without full awareness of these requirements does so at its peril. At Kane, Wilburn & Stone, we help our clients successfully navigate these requirements, and we prepare contracts and agreements covering a wide range of business and commercial transactions, including: real estate transactions, contracts with customers, vendors and suppliers, employment, construction contracts, financing, leases, and licensing, franchise and distribution relationships.
How can my business partner and I protect both our families and the company if something unexpected happens to one of us?
The best time to plan for unexpected business contingencies, such as an owner’s death or disability, the decision by one owner to leave and start a new company, or a fall-out among partners, is before those events occur. At Kane, Wilburn & Stone, we can help you identify the various contingencies that can arise during the life-cycle of your business and formulate creative solutions which protect both the business and its owners in each situation. And we will prepare a shareholder agreement, partnership agreement, operating agreement or similar document that is tailored to your particular circumstances, needs and objectives.
What should I do to protect my business against unfair competition from a key employee who might someday decide to leave? (Or, I am considering a senior position with a new company, and my prospective employer wants me to sign a non-compete agreement. Should I sign?)
Maryland law recognizes that non-compete covenants may be entirely appropriate, when an employer has a legitimate economic interest in protecting its business from a former employee’s unfair exploitation of the business contacts, proprietary knowledge or trade secrets that he or she gained as an employee. But such covenants are legally enforceable only if the duration in time and geographic scope of the covenant are no greater than what is reasonably necessary under the circumstances to protect the employer’s legitimate business interests. Unfortunately, there is no hard and fast rule to determine what is reasonable and enforceable in a particular situation. Whether you are a business owner or an employee, Kane, Wilburn & Stone can advise you of your legal rights and help you protect your own interests, and we prepare (or review) employment and related agreements that address a wide variety of situations.
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Business and Commercial Litigation
Even the most careful and well-run businesses can find themselves in situations where litigation has been commenced or threatened against them, or they must take legal action in order to advance or protect vital business interests and legal rights of their own. At Kane, Wilburn & Stone, we handle a wide range of business and commercial litigation, from simple collections to large and complex matters. Our experience includes such areas as:
- Breach of contract
- Transaction disputes
- Customer and supplier disputes
- Business owner conflict, i.e. shareholder, partner and other owner disputes
- Breach of Lease
- Construction contract disputes
- Real property litigation
- Employment termination, including wrongful discharge and discrimination
- Breach of confidentiality and non-compete agreements
- Corporate and partnership dissolution
- Collection matters
At Kane, Wilburn & Stone, we believe that our primary role as your litigation counsel is to fully protect your interests in an expeditious and cost-effective manner. But we also place significant emphasis on helping our business and commercial clients avoid or minimize litigation in the first place. And when the litigation is over, we help our clients improve their policies and business practices to make such litigation less likely in the future.
Frequently asked questions
How do I file suit against another company who has breached its contract with me?
Except for small claims, most business entities must be represented in the Maryland courts by a licensed attorney. And most businesses find it wise to have the benefit of experienced counsel in all significant legal disputes, even before litigation becomes necessary. At Kane, Wilburn & Stone, we emphasize early and careful identification and analysis of the key business and commercial interests that are at stake to our client, and we try to focus our litigation efforts on those legal issues that will have the greatest potential impact and provide the maximum strategic advantage to our client’s objectives. We handle a wide range of business and commercial litigation matters, from simple collections to large and complex matters, including such areas as: breach of contract, customer, supplier and employee disputes, conflicts between shareholders, partners, and other business owners, leases, construction contracts, real property, employment termination, non-compete covenants, business dissolution and collection matters.
A key supplier is threatening to stop deliveries and sue. What should I do?
In today’s society, many businesses find themselves threatened with litigation ― and actually dragged into court ― whether or not they have done anything wrong. But regardless of the reasons why your company may find itself in this situation, the more quickly and forcefully you respond, the better off you are likely to be. At Kane, Wilburn & Stone, we prefer to become involved in the dispute as early as possible, because we believe that early and proactive defensive action can very often resolve the dispute and repair a damaged relationship before litigation becomes inevitable. Early involvement also can reduce your potential exposure, even if your company eventually does get sued. We provide legal defense in a wide range of business and commercial litigation matters, from simple collections to large and complex matters, including such areas as: breach of contract, customer, supplier and employee disputes, conflicts between shareholders, partners, and other business owners, leases, construction contracts, real property, employment termination, non-compete covenants, business dissolution and collection matters.
What should I do when a customer stops paying its bills?
As the saying goes, the early bird catches the worm! When your customer develops a substantial overdue balance and no longer responds to your own efforts, we believe that the longer you wait, the less likely you will be able to recover what you are owed. At Kane, Wilburn & Stone, we provide legal collection services tailored to our clients’ specific needs, and we will consider collection representation on either an overall or case-by-case basis.
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