portland business journal | february 3, 2012
portland.bizjournals.com
Implement these 10 best practices to improve you
Guidelines for operating
a tight ship can cut across
all industries and sectors
relationships.
measures
toNEWS
approve
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portland.bizjournals.com
and agreements. Be sure the final document have tig
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FOCUS
is dated and fully signed. In the event of a dis- More th
There are a number of
pute, a contract with clear terms and condi- forts to
technical requirements that
positive
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should be observed, including
Key provisions include payment terms, provide
A particularly rewarding part of the work tax, accounting and securiperformance obligations, quality guaran- informe
of a corporate lawyer is interacting with a ties law compliance. Accurate
ties, timing commitments, risk of loss, in- respond
records will reduce the likewide range of business clients.
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Take
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7.
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Document
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andbusinesses,
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assets. relationships
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to
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lectual a property,
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theirappropriate
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to develop
temrecords
save
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distractions
and
detours, pre- maintained
positive
relationships
with
your
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tions
often
will
narrow
the
range
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should
be
observed,
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Working with
these
we business
have observed
tionand
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place cover- tainplates
positive
your
pro- clean up
for relationships
your general with
ledger
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financial
may addinvalserve
the businesses,
health of your
and contrib- and expense
provider
and
bank
contacts,
keep
Key
provisions
include
payment
terms,
tax, accounting
and securirding parta of
the work
number
of
best
practices
that
can
improve
your
ing
your
patents,
trade
secrets,
vider
and
bank
contacts,
keep
them
informed
and
statements. Make sure that your bookkeeper, sues ear
ue to your enterprise.
ute to its continued growth and prosperity.
informed
and
be
to discus
performance
obligations,
quality
guaranties law
compliance. Accurate
r is interacting
with 1.
a Attend
company.
copyrights
and trademarks.
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be controller
prepared
toordiscuss
and respond
to prepared
concerns
9. Pre
chief financial
officer
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3. Preserve
intellectual
property rights.
to basic housekeeping. Make
respond
to concerns in a thoughtfu
ties,
timing
commitments,
risk
of
loss, in-and timely
records
will
reduce
the
likes clients.
and ra
A
significant
portion
of
your
company’s
value
sure10your
records
in order.
Below are
such corporate
practices that
will are
reduce
written
agreements
in
place
that
a
thoughtful
manner.
guest
timely manner.
demnification
and
approval
of
ownership
many industries
and
eventua
may consist
of intellectual
property
assets,
Keep
alihood
minute book
that includes
your comunnecessary
distractions
and future
detours,
preserve
clearly
articulate ownership
and required to
column
8. Keep small problems small.
modify
the agreement.
On important
agreeand unanticipated
-ups to internationalpany’s
gi- disputes
capitalMr
even
if
your
business
is
not
commonly
reorganizational
documents,
sharethe health of your business and contribute to its
use of intellectual property prior
soonbus
as
ments,
work
with a lawyer who under- a habit to take on problems as your
tax
consequences.
Moreover,
ese businesses, we have
garded
as
a
technology
company.
holder
agreements,
tax
elections,
minutes
of
continued growth and prosperity.
to engaging employees or retainannie
come to light. Whether the problem
is ad
stands
youryour
business
and who
when
your business
best practices that can
greater
Take steps
to protect
intellectual
prop-can help you
board and
shareholder
meetings, later
and other
1. Attend
to basic
housekeeping. Make sure
ingBefore
contractors
develop
tech- or
Work
ployee complaint, an infringement
cla
risks to
and
opportunities.
publicly
disseminating
seeks to raise capital or enters lee erty assets.identify
key items.
y.
your
corporate
records
are
in
order.
Keep
a
minnology.
If
intellectual
property
to antici
otherwise
disclosing
intellectual
property,
Significant
actions,
such
as
electing
board
ar
6.
Adopt
financial
controls.
Work with an inventory quality issue, chances
into
a
sale
transaction,
wellactices that will reduce
ute book prethat
includes
your company’s
organiownership
develop,
the costin
oftoplace
andevelop
ounce
of
diligenc
haveissues
protection
strategies
covering
members,
appointing
officerssave
and
declaring
it will
your
accountant
appropriate tem- problem is easier to fix now than
maintained
records
time
ons and detours,
documents,
shareholder
agreements,
isplates
often
well
spent.general
been
your patents,
trade
secrets,
copyrights
andand financial
bonuses
andexpense
dividends
should
be documentclean up later. Be proactive andnot
recogn
for
your
ledger
and
and
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r businesszational
and contribdevelop
trademarks.
Put written
agreements
in place
ed as
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occur.
tax elections,
minutes
of
board
and shareholder
4. Develop
sound
employment
practices.
statements.
Make
sure
that
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ue to
your
enterprise.
owth and prosperity.
impleme
that
clearly
articulate
ownership
and
use
of maintains
should
adopt aintellectual
document retention
meetings,
andYou
other
key
items.
Adoptrights.
an employee
handbook
containing
up-to9. Pre-plan for selling your
com
controller
or
chief
financial
officer
3.
Preserve
property
housekeeping.
Make
to know
intellectualpolicies
property
prior
to engaging
policy and maintain
key
plans, board
agreements
such asportion
electing
date employment
and
practices
for youremand raising capital. Pre-planning f
A significant
of your
company’s
value
records areSignificant
in order. actions,
negotiat
and other important items in the com- ployees or retaining contractors to develop
members,
appointing
officers ofand
declaringproperty
business.
Put a system in place for recording probeventual sale of your business or signi
may consist
intellectual
assets,
hat includes
your com10. W
pany’s permanent records in accordance technology. If intellectual property ownerraise
may
ensure
a higher
bonusesshareand
dividends
should
documented
as commonly
lems with
employees,
including
complaints
and of 8. Keep small capital
problems
small.
Make
it a habit
even
if yourbebusiness
is not
al documents,
timevalu
to
shipreissues develop,
the cost
of an ounce
with the
policy.
business
and
enable
you toquality
avoid t
garded
a technology
company.
x elections,
minutes
they
occur. of
disciplinary
issues. Sound
employment
practices to take
on problems
as soon
as they
come
to light.
discipline
in your
tracking
business
operations
early prevention
is often
well spent.
Develop
theas
habit
of updating
your mingreater
dilution.
steps toretention
protect
your
proper meetings, You
andshould
other
adoptTake
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policy
can motivate
continualsound
performance
improvement
thequarterly
problem
is
an
employee complaint, insuran
monthly,
and
annually.
4. Develop
employment
practic- Whether
ute book
and
records
to
include
all intellectual
amendWork
your
lawyer
accoun
assets.
Before
disseminating
orbeneficial
en
and maintain
keyerty
agreements
and other
and may
in the handbook
event of a containing
dispute an infringement
claim
orwith
an the
inventory
quality
This will reflect
where
business
hasandother
es. be
Adopt
an employee
ments
orplans,
changes
made
topublicly
documents
over
anticipate
that
up i
disclosing
intellectual
property,
such as electing
board
as your
been
and provide
insights isissues
aseasier
to where
the come
up-to-date
employment
policies and practices issue,
time.
Good
demonstrates
important
items otherwise
in the housekeeping
company’s
permanent
arising
in connection
with termination.
chances
aretothe
problem
to fixmay
now
For
example,
if stock
options
able t
business
can
and should
goBe
next.
Good
fi- be
havewith
protection
strategies
in place
for your business.
Putrelationships.
a system in place
for re- than
officers and
declaring
that a business
has
followed
corporate
for-5.covering
records
in accordance
the policy.
Document
important
Docuit will be
to diligence.
clean
up later.
proactive
and
range
of
nancial
records
are
also
essential
to
tracking
cording
problems
with
employees,
including
malities
and
may
protect
an
owner
against
not
been
properly
documented,
you
s
your
patents,
trade
secrets,
copyrights
and
s should be Develop
documentthe habit of updating your minute ment important business relationships and agree- recognize issues early.
a basis for plan
tax filing
and comand disciplinary issues. Sound and providingdevelop
vicarious liability claims.
to resolve
the problem
written agreements
incomplaints
place
book and recordstrademarks.
to include allPut
amendments
or ments.
Be
sure the final document is dated and
9. Pre-plan for sellinga your
company
and
l. l
important
tocure,
adoptorsound
employment
practices can motivate contin- pliance. It is also
2. Maintain
records
of ownership.
Be
implement
thefor
at leastannie
be pre
clearly
articulate
ownership
andsigned.
use ofIn the event
a document
retention
changes
made
tothat
documents
over
time.
Good
fully
of a dispute, aand
contract
raising
capital.
Pre-planning
an eventual
internal
controls,
including
systems
to
reual
performance
improvement
may
be
particularly
careful
when
making
offers
of
she
focuse
to
knowledgeably
work
through
the
issu
intellectual
property
prior
to
engaging
emkey plans,housekeeping
agreements demonstrates that a business has with clear terms and conditions often will narrow sale of your business or significant capital raise
employee theft and fraud.
beneficial in the event of a dispute arising in duce the risk of
equity-based
compensation
other equity
curities, co
negotiations.
ployees
or retainingorcontractors
to develop
t items in the comfollowed corporate
and may
the range
of issues.with termination.
may 7.
ensure
a highergood
valuerelationships
for your business
and can be rea
Maintain
connection
interests formalities
in the business.
Takeprotect
appropriate
10. Work
with goodwith
advisers.
Tak
technology.
If intellectual
property owner-
PORTLAND, OREGON
focus
|
Implement these 10 best practices to improve your business
ment these 10 best practices to improve your busines
Guidelines for operating a tight ship can cut across all industries and sectors
r operating
an cut across
and sectors
Pre-planning for an eventual sale of your business or
significant capital raise may
ensure a higher value for
your business.
Pre-planning for an eventual sale of your business or
significant capital raise may
ensure a higher value for
your business.
ecords in accordance
an owner against vicarious liability claims.
Key provisions include payment terms, per- enable you to avoid taking greater dilution.
time to find and develop relationships
ship issues develop, the cost of an ounce of
2. Maintain records
of ownership.
Be well
par- spent.
formance obligations,
qualityinguaranties,
Work with your
lawyeradvisers,
and accountants
to accoun
quality
including
discipline
tracking timing
business operations
early
prevention
is
often
of updating your minticularly
careful
when
making
offers
of
equitycommitments,
risk
of
loss,
indemnification
and
anticipate
issues
that
may
come
up
in
due
diliinsurance brokers and attorneys as w
4. Develop sound employment practic- monthly, quarterly and annually.
to include all amendbased compensation
or other
equity interests
approval
required to
modify
agreement.
gence. For
example,
stock options have
notthem info
otherif entrepreneurs.
Keep
This
will the
reflect
where On
the business
has
an employee
handbook
containing
de to documents
over es. Adopt
in the business. up-to-date
Take appropriate
measures
to and
important
agreements,
workprovide
with a lawyer
whoas tobeen
properly
you should
develop
as your business
grows.
Your adviser
been and
insights
where
the documented,
employment
policies
practices
eeping demonstrates
approve and
and Put
agreements
your business
business and
help you
a plan
to resolve
theable
problem
andyou
implement
the
to offer
valuable
advice on a
canwho
andcan
should
go next.
Good
fi- be
for yourgrants
business.
a system inunderstands
place for reollowed corporate
for- document
relatedagainst
to equity. cording problems with employees,
identify
risks andnancial
opportunities.
or at least range
be prepared
to knowledgeably
of issues.
records are also essentialcure,
to tracking
including
tect an owner
There are a number
of technical
6. Adopt
controls. Work
with
work
through
and providing
a basis
foryour
tax filing
and
com- the issues in negotiations.
complaints
and requirements
disciplinary issues.
Soundfinancial
aims.
that shouldBe
be observed,
including
tax, accountaccountant
to develop
appropriate
for to adopt
10. Work
goodl.advisers.
Take the
time at
to lane powell,
lee is a business
pliance.
It is alsotemplates
important
soundwithannie
employment
practices
can motivate
continds of ownership.
attorney
ing offers
and securities
compliance.
Accurate your
general
and controls,
financial statements.
find andtodevelop
relationships
quality
advisinternal
including systems
re- she
performance
improvement
and may
be ledger
when making
of ual law
focuses her with
practice
on mergers
and acquisition
duce bookkeeper,
the risk of employee
beneficial
in the event
a dispute
arising
sation or records
other equity
curities, corporate
financebrokers
and corporate
will reduce
the likelihood
of of
future
Make
sure in
that your
controllertheft
or and
ers,fraud.
including accountants,
insurance
and governanc
7. Maintain
relationships
with
connection
with termination.
ness. Takeownership
appropriate
reachedentrepreneurs.
at 503-778-2176Keep
or leea@lanepowe
disputes
and unanticipated
tax con- chief financial officer
maintains good
discipline
in attorneys
as wellcanasbeother
sequences. Moreover, when your business later tracking business operations monthly, quarterly them informed as your business grows. Your
seeks to raise capital or enters into a sale trans- and annually.
advisers will be able to offer you valuable advice
action, well-maintained records save time and
This will reflect where the business has been on a wide range of issues.
expense and may add value to your enterprise.
and provide insights as to where the business can
3. Preserve intellectual property rights. and should go next. Good financial records are Annie L. Lee is a business attorney at law firm Lane
A significant portion of your company’s value also essential to tracking and providing a basis for Powell, where she focuses her practice on mergmay consist of intellectual property assets, even tax filing and compliance. It is also important to ers and acquisitions, securities, corporate finance
if your business is not
commonly
as a adopt sound internal controls, including systems and corporate governance. She can be reached
Dennis
P.regarded
Rawlinson
Kier
technology company.
to reduce the risk of employee theft and fraud.
at 503-778-2176 or leea@lanepowell.com.
Miller Nash is pleased to announce our
newly elected Chair and Managing Partne
Miller Nash is pleased to announce our
newly elected Chair and Managing Partner
Chair
Reprinted for dennis.rawlinson@millernash.com
web use with permission from the Portland Business Journal. ©2012, all rights reserved. Reprinted by Scoop ReprintSource 1-800-767-3263.
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