For more than 20 years, Jeanette Bowers Weaver of the boutique firm Bowers Law, has helped business owners navigate a range of legal issues, from drafting purchase and sale agreements, to creating employee contracts, to offering general advice. She recently shared her insights in the field of corporate law.
Q: When a business owner approaches you for legal advice, what are the most common issues he or she is facing?
A: The most common issue I deal with is some form of dispute between owners, partners, shareholders, or member-managers. The second-most-common is contractual agreements for transaction purposes. It could be an agreement with an employee, customer, vendor, or seller/purchaser of a business. The advice and expertise I offer are always tailored to the client’s needs. I see my task as proceeding in a way to maximize attaining client objectives.
Q: When working with a client to draft purchase and sale agreements, what are some considerations?
A: Purchase and sale agreements for the sale of a business can be fairly complex. Usually, there are significant sums involved. Just as important, the assets may represent the life’s work of the seller. That means that emotions are involved and must be gently addressed. For transactions involving the purchase or sale of a business, I am looking for a client that has a clear vision of what he wants to achieve in the transaction. It is extremely important that the client and I communicate well.
Q:Is there a trend in business law that has caught your attention, but has gone largely unreported?
A: The biggest problem area I see for business owners is their lack of understanding of who is an independent contractor (1099) and who is an employee. Companies of all sizes persistently fail to properly analyze the facts of their workers’ relationships to the company in terms of employer control, ownership of the tools used to perform the services, discretion of the employee, control of the employer, et cetera.
The State of Washington has published well-written guidance on this issue for years, but employers of all sizes continue to fail to appreciate the significant risk to their business in misidentifying workers as independent contractors. Unfortunately, many businesses rush into the 1099 relationship, ignoring the reality of this costly mistake.