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Entries in Business Law Firm (7)

Apr192010 - Fixed Fee Online Legal Services

Today I launched a couple of new websites, one of which is Over the past year, a good deal of my solo legal practice has been driven by the various blogs and sites I maintain on the internet.  One thing I have learned is that not everyone that finds me wants a "traditional" experience with an attorney.  They know what they want in terms of legal advice or documents.  They want it quick, and they want it to be affordable.  They don't need or want to meet face to face.  They don't want to visit an office.  They don't want broad representation.  Some of them need an LLC formed.  Some of then need a power of attorney. caters to the needs of these people.  By using carefully designed, interactive questionnaires that help me quickly assemble documents, I am able to provide certain legal services and legal documents at a fraction of the cost that some other attorneys charge. In fact, the prices on are right on par with non-attorney legal form sites such as Keep in mind that is not an attorney and may not give you legal advice - I can.  And the option to receive legal advise regarding your documents is available (sometimes bundled with the price of your document, sometimes at an additional cost).  

Below is some information that I posted directly from  Check it out!  The menu of legal services and documents is not quite complete - but I plan on adding documents on a daily basis.

The internet has changed the way people do business – and it is changing the expectations people have about receiving legal services.  People want legal services fast, without paying an arm and a leg. While there will always be a time and place for traditional, hourly legal services, certain transactional legal services lend themselves very effectively to being offered over the internet.  Some people resort to legal forms companies, such as LegalZoom, to obtain “online legal services.”  Forms companies can’t provide legal advice, only a lawyer can. is a service from the Law Office of Brian V Powers, a licensed attorney in the State of Indiana.

The process is quick, and very easy:

  1. Select the legal service you would like.
  2. Create an account with (subject to Terms of Use).
  3. Purchase your Online Legal Service.
  4. Complete the questionnaire.

Once you complete the questionnaire, the documents associated with your online legal services will be sent to the Law Office of Brian V. Powers for review.  The Law Office of Brian V. Powers will review them, follow up with any questions, and when they are complete, upload them to the site where they will be available for your download.

Why Are Online Legal Services Fast and Affordable?

Its the technology of course!  By using the latest in online document automation technology, your documents are prepared quickly without the need to a paralegal or legal secretary to key in your information.  Our technology is smart too – it knows how to assemble your document based on the answer you provide.  Answers are collected online.  Payments are collected online.  Documents and advice are delivered online (and by phone from time to time).  Most lawyers waste a lot of time and money on expensive offices, unnecessary staff & overhead, and client meetings.  Not here.  We focus on you and your legal needs – which saves you time and money!

Compare Us to Others – A Licensed Attorney vs Legal Forms Providers

Our fees are fixed and significantly lower than other attorneys.  We challenge you to find a better value anywhere. In fact, here is a link to the “leading” online document-preparation service: LegalZoom(tm). We put that link there hoping you will click on it, and knowing that you’ll be back.  We spend a lot of time fixing the mistakes they, and other non-attorney document preparation services, make.

The advantage of using us – you’ll have the advantage of a real lawyer personally reviewing and analyzing your documents, instead of some non-attorney clerk on the other side of the country.


Private Placement Attorney - Brief Overview of Rule 504

One of the exemptions from the federal securities laws regarding the registration of securities offerings comes in Rule 504. Rule 504 provides an exemption for the offer and sale of up to $1MM of securities in a single twelve month period. In general, an issuer may not use public solicitation or advertising to market the securities. Purchasers must receive restricted securities, meaning that the securities may not be sold without either registration or an applicable exemption. Unlike some other exemptions, Rule 504 allows for a private sale without any specific disclosure requirements, although care should be taken to provide sufficient information to investors to avoid violating the anti-fraud provisions of the federal securities laws - as I mentioned in an earlier post - disclose, disclose disclose. Make sure there are not only no false statements, but no misleading statements either, and no omissions that might make what you have disclosed misleading.

As always, make sure you get the advice of a securities attorney with private placement experience.  There are lots of complicated regulatory requirements to comply with, both on the state and federal level.  A private placement attorney can help you navigate the regulations and to draft your private placement memorandum.


Raising Venture Capital - What documents do you need?

Raising venture capital / private equity requires more than just pitching your idea and business plan to a group of people with money to invest - although your pitch is obviously a crucial component.  There are lots of documents that will be required, and those documents will usually require the careful scrutiny of a venture capital attorney.  Below is a short, but not inclusive, list of what you might expect:

  1. Venture Capital AttorneyVenture Capital Term Sheet - These are typically non-binding outlines of the terms of a venture capital deal.  Don't let the "non-binding" portion fool you, though.  Terms laid out in a term sheet serve as the basis for all future negotiations, and any attempt to deviate from those terms will not be met kindly during deal negotiations. 
  2. Stock Purchase Agreement - This is the definitive agreement setting forth the terms of the venture capital investment, such as the purchase price, the closing date, and the conditions surrounding the issuance of stock - which more likely than not will be preferred stock.   There will also be numerous representation and warranty provisions, among other provisions, that will need to be carefully crafted by a venture capital attorney.
  3. An Amendment to the Bylaws - Assuming the company is a corporation and that the VC is conditioning its investment on the receipt of preferred stock (which it likely will), the bylaws of the corporation will need to be amended.  This amendment will create a new class of preferred stock and will include anti-dilution provisions. dividend rights, liquidation rights and conversion rights.  Some states require a "Certificate of Designation" to accomplish this, rather than an amendment to the bylaws.
  4. Right of First Refusal / Voting Agreement - This agreement will grant the VC a right of first refusal to purchase any shares in the company that come available for sale.  It will also likely contain a number of restrictions on the transfer of common stock, as well as tag-along rights allowing the VC to participate in the sale of any common shares.  Finally, there will likely be a voting agreement requiring that the common shareholders elect the VC's nominee(s) to the company's board of directors.
  5. Consulting Agreement - Often times a VC will require payment of a monthly fee by the company in return for certain management services provided by the VC. 

These are just a few of the documents that a company might normally expect to see during the process of raising capital.  As always, you should consult an attorney with knowledge of the venture capital process.

Business lawyer Brian V Powers represents businesses raising venture capitalContact us today to discuss your needs.


Raising Venture Capital - What is a Liquidation Preference?

There is an informative article posted on, a great blog maintained by Texas attorney Ryan Reynolds, about liquidiation preferences.  Liquidation preferences are often required by a venture capitalist as a component to the preferred stock they receive in return for their investment.  Check out the post for a brief overview of liquidation preferences.


Starting A Business - Forming an LLC (Limited Liability Company)

Beginning in the late 1980s, various states began exploring a hybrid entity, one in which co-owners would enjoy the liability protection of limited partner status and the management participation feature of the general partners. Wyoming was the first state to enact its limited liability company statute and many states quickly followed suit. Indiana adopted its limited liability company statute, known as the Indiana Business Flexibility Act, in 1993.

Most of the characteristics of a partnership are shared by the limited liability company. The company is formed upon filing articles of organization with the Secretary of State’s office; rights and responsibilities are spelled out in a written operating agreement; the interests are freely transferable (though again, the transferee does not automatically become a member in the company); and the entity itself usually does not pay any tax, although some states other than Indiana do subject limited liability companies to franchise taxes. 

A major difference between a partnership and a limited liability company is that each of its members enjoys liability protection. Another major difference is that in recent years, most states have recognized limited liability companies with only one owner. This means that you can protect yourself from personal liability and yet still operate your business, in many ways, as you would a sole proprietorship (presuming you comply with the formalities of the limited liability company). These so-called “single member LLCs” offer an important tax advantage—annual information can be reported on the owner’s individual tax return, and no separate tax return or identification number is required.

A limited liability company can either be managed by its members, or the members may select one or more managers (e.g., a board of managers similar to a corporate board of directors) to run the business. Most states will require you to decide upfront how the company will be managed. All things being equal, most business owners will choose the limited liability company form over the partnership form. However, things are almost never equal and nuances do exist. It is important to discuss these details with your attorney.


The Law Office of Brian V Powers works with new and prospective business owners to aid in the purchase, structuring and formation of a new business. We also provide convenient, fixed pricing for certain business formation legal services.  Contact us today at for help forming your Indiana Limited Liability Company.



Starting a Business - Choosing the Right Form of Business Entity

So, you have come up with the next great idea and you are ready to begin building your fortunes. One of the first questions you should ask is “what type of business should I be,” or as we lawyer-types put it, “what choice of business entity should you make”? Choosing the proper legal entity with which to conduct business is one of the most important decisions a business owner faces. This early decision will determine myriad other issues including responsibility for tortious acts, complexity of the entity, ability to transfer interests in the entity, ease of additional capital infusions, protection of intellectual property, and, of course, liability for the payment of taxes, to name just a few.

The list of available entity forms is fairly extensive. From the more traditional corporations and partnerships to the more exotic state business trusts and conduits, it seems there is a form for everyone, and in most cases, multiple forms. In some instances, it may be appropriate to forego a separate entity and conduct your business as a sole proprietorship. In a sole proprietorship, the business is conducted in the owner’s individual capacity. Perhaps intuitively, a sole proprietorship offers no protection from liability, but it is the simplest way to conduct business. Generally, no separate documents or records need to be filed with any governmental authority, including the Internal Revenue Service.When a business owner wants to sell his or her sole proprietorship, it will always be a sale of the underlying business assets.

Future blog entries in this series will focusing on the three most common types of entities — partnerships,limited liability companies, and corporations.  Each of these has important characteristics that distinguish one from the others. By recognizing these differences, you can begin to highlight the factors that will influence your decision on which form of entity to select.

The Law Office of Brian V Powers works with new and prospective business owners to aid in the purchase, structuring and formation of a new business. We also provide convenient, fixed pricing for certain business formation legal services.  Contact us today at


The Business and Technology Law Blog - First Blog Entry

Welcome to the Blog of Indianapolis Business Attorney, Brian Powers. This blog will focus on Indianapolis business transactions, the legal issues that face start-up companies, and other issues relating to the business and legal communities in Indianapolis and the surrounding areas.  Please check back often!

Brian Powers represents business clients in a variety of corporate transactional matters, with an emphasis on entreprenurial legal services, startup companies, mergers and acquisitions, and internet law / software licensing. Brian Powers also advises established business clients on a broad range of matters, including complex business and commercial transactions, real estate, regulatory compliance, business advisory services. strategic planning, business restructurings, and general corporate counseling. His clients have included companies in the technology, software, real estate, healthcare, manufacturing, construction, advertising & marketing, hospitality, retail sector, auto auction and private equity sectors.