TargetLaw Goes Beta

If you are an attorney interested in new client acquisition, you should probably read on.

I got an email last week from a company called TargetLaw. In the past we’ve used the TargetLaw search engine on this site as it is one of the best ways to locate an attorney on the Internet. Several years ago the company developed a search engine using google custom search. They now have over 50,000 attorneys listed in their custom engine.

TargetLaw just released a beta site built in WordPress that now allows attorney’s to submit profiles and articles directly to the site. As with most Worpress sites, Targetlaw is very search engine friendly (ie the ability to be found on Google, Bing, Yahoo etc..). This translates to the ability for an attorney to be found when doing a search by location and practice area. If you are an attorney I would  recommend submitting to this site often.

It looks like this site has a good page rank and better yet their profiles and articles are near the top for many searches. I am also told they will give you links back to your site in hopes to increase your website visibility on the Internet. I have no idea how this happens but it does.

For example: go to google and put in the following term; Maryland felony lawyers – Yes you will find one of the attorney’s listed at the top of the search. They emailed me a list of about 300 different searches in which their lawyer profiles or articles were at the top of the engines. I don’t have the time to post them all.

I am no scholar when it comes to SEO but I do know there are some companies that have a real knack in getting to the top of the search engines. For attorneys, I believe this could be your answer. Best of all its free to join and free to submit. If you are a large firm you can become an administrator and submit as many attorney profiles and articles as you like.

Also listed in the email is a new concept they are about to release. I would suggest you keeping an eye on this new functionality which could leverage your firm to the top of the engines faily quickly.

If you are a vendor and have a cool product, please email us so we can list your company on this site.

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Just Walk Away

By Andrew M. Apfelberg, Rutter Hobbs & Davidoff

Whether an acquisition, lease or contract with a vendor, every business transaction has its own particular pacing that develops. It is important to maintain that pace in order to effectively take the transaction from concept to signed agreement. However, when the parties involved focus exclusively on maintaining the deal’s momentum, they tend to ignore red flags that pop up, as well as their own inherent reactions to these cautionary signs. Getting caught up in the adrenaline rush of trying to close a deal is, in fact, a great way to wind up either with a transaction that does not deliver the opportunity you originally sought—or with a big bill for a deal you had to abort at the last minute.

Let me give you a case in point. Recently, a client wanted to acquire all the assets of a business as well as the property on which the business was located. The price was fantastic and the sales broker assured my client that the prospect was a rare opportunity. But the seller then delivered a skimpy purchase agreement, and put significant pressure on my client to review and sign the document within 24 hours of receipt. After a late-night and rather frank conversation with me, my client did not sign the document, and asked instead for a short no-shop period during which she could conduct her due diligence. The seller refused the no-shop restriction but, nonetheless, my client decided to proceed with negotiating the deal.

A day or two into the due diligence process, it came to light that one of the seller’s key employees did not hold a necessary license and had, instead, worked out a side-deal with the seller. My client instructed me to work around the problem by inserting an indemnification provision into the purchase agreement. The seller then provided some self-prepared financial statements, but would not give my client access to the back-up data or the seller’s previously filed tax returns. My client felt she could trust the seller and took him—and his financials—at face value.

In the meantime, I revised the purchase agreement and prepared the balance of the missing documents typically associated with this type of transaction. In response, the seller refused to accept any of my proposed changes to the language of his purchase agreement and was hesitant to agree to the terms of the other documents. He insisted that the sale was “as-is” and that if my client did not like it, there was another eager buyer in the wings who had already offered more money. My client the requested that I “trim down” the documents in order to appease the seller.

The transaction wound up not closing at the eleventh hour. After all the documents were laboriously negotiated and revised, one of the selling members refused to sign the non-competition agreement.
My client was livid. She had incurred significant legal, accounting and other fees, and invested more than eight weeks into the deal. She felt cheated, and looked for someone to blame—but ultimately concluded that the blame fell squarely on her shoulders. She was so eager to close the deal that she ignored obvious warning signs, failed to investigate red flags that popped up and refused to follow her “gut” instinct, which told her that the deal seemed questionable.

Unfortunately, my client ignored the following ten warning signals, and ultimately paid the price:
1) The deal seemed too good to be true.
2) The seller insisted on an overly quick closing of the transaction.
3) There was hesitancy in providing requested due diligence items in responding to transaction documents.
4) The records or documents reviewed in the due diligence process were incomplete and disorganized.
5) The other side was unwilling (or unable) to develop a transition plan for post-closing of the transaction.
6) The other side insisted on preparing the transaction documents, when the custom is for the buyer to prepare them.
7) The seller refused to negotiate the business terms or language of the agreements.
8) There was insistence on an “as-is” sale, and a refusal to offer any material representations or warranties.
9) The other side exerted significant pressure to close despite the existence of outstanding questions.
10) The seller had a questionable reputation within the community.

While the existence of one or more of these items does not necessarily mean that a deal is not a good one, it does mean that you should take the time to gather additional information and carefully analyze it before proceeding with the transaction. By continuously looking out for these red flags, you will inherently slow the momentum of a deal down just enough to analyze the information and issues presented without jeopardizing the pacing of the negotiations.

Above all, listen to your instinctive responses to these warning signs. In most cases, you inherently know what is right and what is wrong, and what makes sense and what does not. Never be afraid to walk away from a deal that simply does not feel right. There is almost always another opportunity just around the corner. When asked what his most profitable transactions were, a highly successful real estate developer answered without hesitation: “The ones that I didn’t do.”

About the Author: Andrew M. Apfelberg is a corporate transactional attorney for privately held middle-market companies. He represents clients as their day-to-day general counsel and in significant transactions such as mergers and acquisitions, financings, joint ventures, licensing, entity formation, agreements between shareholders and the establishment of manufacturing facilities in Mexico. He is a partner of Rutter Hobbs & Davidoff Incorporated, a full service law firm in Century City (www.rutterhobbs.com). The firm provides comprehensive transactional and litigation services to companies, their principals and entrepreneurs. Apfelberg’s clients benefit from his strong business and finance background gained from working for investment banks prior to attending law school. This experience enables him to more effectively structure transactions and negotiate agreements to maximize the return to the client and increase the likelihood of getting the deal closed. He was awarded the most coveted AV rating through Martindale-Hubbell, and was selected as a “Super Lawyer” in the field of Business Law by Law & Politics in 2005, 2006, 2007, 2008 and 2009.

Penny Wise and Pound Foolish:

“Saving Costs” During Contract Formation Can Mean Big Litigation Bills Later

By Andrew M. Apfelberg, Rutter Hobbs & Davidoff

In today’s uncertain financial climate, many businesspeople have deliberately avoided involving their attorneys in the negotiation and documentation of deals. Reasons given have included, “Well, it is not that big of a transaction,” or, “It seems simple enough, so there is no need to consult with a lawyer.” But the real factor driving the decision to avoid legal involvement is one thing and one thing only: money.

While no one ever relishes the idea of paying a lawyer, the degree to which businesspeople are circumventing legal fees has dramatically increased during these less-than-booming economic times. For many middle-market companies, spending money to have a lawyer draft or review a business agreement is often perceived as a luxury that can be foregone when belts need to be tightened. Initially, eliminating $5,000 to $10,000 in legal fees sounds like a fantastic idea. However, what many businesspeople fail to consider is that they will inevitably have to deal with these agreements over the long-term and, without assistance from an attorney, significant fees can be incurred if a business deal goes south—ultimately costing a company thousands of dollars.

Take, for example, the example of Acme Skin Care Company*. In earlier, better economic times, Acme and Star Manufacturing Inc. signed an agreement drafted by Acme’s lawyer that explained Star’s relationship with Acme as an “exclusive supplier” of certain component elements of Acme’s products. After several years, a principal of Star met with Acme’s president to discuss the continuing relationship. By then, times were tougher financially, and in order to keep costs down Acme left its lawyer out of those discussions. Instead, in a private meeting with Star, Acme’s president hand-wrote what he believed to be a minor modification to the company’s original agreement with Star. Then, he and Star signed the handwritten “modification.”

After approximately one year, Acme’s relationship with Star began to sour. Star began demanding strict “compliance” with the “modification,” which Star asserted was a wholly separate deal. Acme decided to terminate its relationship with Star by providing 30 days notice as permitted under their original agreement. Star promptly filed suit, claiming the “modification” was a separate agreement for a fixed 10-year term with no provision allowing for early termination. Star claimed $10 million in damages, leaving Acme no choice but to defend the lawsuit. In the first few months of litigation alone, Acme spent more than $50,000 to defend against Star’s claims. Today, Acme’s counsel estimates that it will spend at least another $150,000 before the case is closed, with no guarantee of success.

So, how exactly did Acme get into this position? The problem lies with the actual wording of the “modification.” Read literally, that document—consisting of only five short paragraphs—said nothing about Acme’s prior agreement with Star and contained no mention of any right to terminate the relationship on 30 days notice or otherwise. On the other hand, it did mention a 10-year term and contained other language suggesting the “modification” was, in fact, a separate agreement.

Although Acme may have originally intended otherwise, the document read in a way that was favorable to Star, and, not surprisingly, Star then claimed that the document contained clear contract language that accurately stated the intention of the parties.

The difficulty for Acme in defending against Star was that California courts—and many state courts applying similar statutes—try to interpret contracts based solely on the written language contained in the document without looking to other evidence. The California Civil Code, for instance, provides that:

• The language of a contract is to govern its interpretation, if the language is clear and explicit, and does not involve an absurdity. §1638.
• When a contract is reduced to writing, the intention of the parties is to be ascertained by the writing alone, if possible; . . . §1639.

Most states adhere strictly to written terms in order to discourage situations like the one in which Acme now finds itself, where the document says one thing but the opposite party argues it means another. By holding parties to the apparent meaning of the specific words used in the document, the courts force parties during contract formation to express clearly and completely their intent in writing within the actual four corners of the document.

Does this mean that Acme stands no chance of success in the litigation with Star? No, there are additional rules of contract interpretation other than the “bare bones” rules. But the important lesson to be learned is that it has already cost Acme five to 10 times more to litigate its dispute with Star than it would have cost to have a lawyer simply draft or review the “modification” in the first place.

To avoid the kind of problem Acme now faces, a company must make sure that both parties clearly understand the general terms of a business transaction. The parties may even want to prepare an explicitly non-binding term sheet outlining the potential deal, before immediately hiring a lawyer.

Next, a company should discuss with the attorney, in detail, its relationship with the other party, explaining past history; identifying any prior agreements; explaining specific goals for the transaction and desired strategy for negotiation; and identifying each material term of the deal. After a formal contract is prepared, both sides must read it front to back, and word for word. A lawyer can then explain any difficult-to-understand terms and define words that may have legal significance beyond their typical, everyday meaning.

Above all, business executives must remember that if a deal goes south, they will be held to what the document actually says, and not to what they may have “meant” or “understood.” And if both parties involved decide later that they want to alter the deal, they must ensure that each change is put in writing and reviewed by a lawyer before it is signed.

As for costs, wouldn’t any savvy businessperson rather spend $5,000 now rather than $200,000 down the line?

* Company names have been changed to protect privacy

About the Author: Andrew M. Apfelberg is a corporate transactional attorney for privately held middle-market companies. He represents clients as their day-to-day general counsel and in significant transactions such as mergers and acquisitions, financings, joint ventures, licensing, entity formation, agreements between shareholders and the establishment of manufacturing facilities in Mexico. He is a partner of Rutter Hobbs & Davidoff Incorporated, a full service law firm in Century City (www.rutterhobbs.com). The firm provides comprehensive transactional and litigation services to companies, their principals and entrepreneurs. Apfelberg’s clients benefit from his strong business and finance background gained from working for investment banks prior to attending law school. This experience enables him to more effectively structure transactions and negotiate agreements to maximize the return to the client and increase the likelihood of getting the deal closed. He was awarded the most coveted AV rating through Martindale-Hubbell, and was selected as a “Super Lawyer” in the field of Business Law by Law & Politics in 2005, 2006, 2007, 2008 and 2009.

Ask a legal question

As some of you know I opted out of posting legal questions on this blog, at least for now. Its hard enough for me to keep active with everything else. I posted a few months ago regarding a legal service for ask & answer questions for the legal industry. Very much like yahoo without all the crazy point systems etc. I have since sent them about a dozen or so questions that I get from this blog.

If you have a legal question visit this site www.askinglaw.com and ask it. You can now post a question without having to log in or sign-in. It seems like it would be pretty easy. The other nice thing about this is the fact they monitor the Q&A so you don’t get a bunch of spam and nonsense.

I highly recommend if you are looking for additional information regarding your legal needs, you visit this site and ask a question.

BTW- for those attorneys and legal experts and whomever else that submits posts and articles to this blog, I am taking a needed vacation at the end of the month. So if you have things that need to be added to the site, email me them within the next two weeks. I will have limited access to emails and probably won’t do much with the site for the 2 weeks I’m gone.

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12 DUI SECRETS POLICE DON’T WANT YOU TO KNOW… FINALLY

Secrets of Avoiding a DUI Conviction: How to Protect Your Legal Rights
Against Aggressive/Oppressive DUI Enforcement Tactics

Secret Number 1

Remember that anything you say to, or when in the presence of, the Officer who stopped you will be used against you in court. Instead, politely tell the officer that you would be happy to answer his questions, but only in the presence of your attorney. You should not have to make another single comment.

Secret Number 2

Never admit to drinking, even if you have been. You will get no “credit” for disclosing information and will likely not be believed in any event, inasmuch as everyone seems to admit to a “couple of beers.” Even if the officer comments on smelling the odor of alcohol on your breath, do not take the bait and confirm his observations by an admission. That will certainly be used as evidence against you.

Secret Number 3

Resist the temptation to explain to the officer where you have been or
What you have been doing. At this stage of the stop it is none of his business! The officer is hoping you will say something real dumb, like “Oh, I’ve just been down at the bar with my buddies, hanging out.” Saying something like, “I have been tending to my business and personal affairs, Officer,” is much less incriminating! But, again that would be unnecessary if you had just handed the officer the pre-printed statement referred to in Secret

Number 1.

Secret Number 4

When responding to the officer, use head nods, hand motions, hand signals or signs instead of speaking aloud. You will be accused of having thick-tongued, slurred speech regardless of how well you speak anyway, so why should you talk at all. It may cause you to feel awkward, but you will not hurt your case nearly as much as you might otherwise. Besides, this will eliminate any slurred speech that might actually be there!

Secret Number 5

Never, ever agree to submit to so-called “field sobriety tests or exercises!!” As any Certified Instructor of these tests can tell you, you would not likely be able to pass these tests cold sober, in your own home.

Want to try? The tests are designed to make you look silly and the officer look good! Politely decline these tests, by nodding no when asked. These tests are completely voluntary, not mandatory. The officer will likely threaten to arrest you if you do not cooperate. Understand this: there is a much greater risk that he will make that arrest and have the evidence he needs after you perform these tests, so do not do them.

Secret Number 6

Unless you have had no alcohol at all and have not used an asthma inhaler in the past 30 minutes, do not submit to the roadside breath test requested by the officer. This pre-screening test performed on an “alcosensor” can detect the presence of alcohol and give the officer an estimate of the amount of alcohol concentration in your blood, even though that number is inadmissible in court. The officer will likely say something like, “let me just check and see if you are OK to drive home.” Don’t bet on it! Again this test is strictly voluntary, so again, politely decline or nod “no” to his request.

Secret Number 7

Ask the officer to return your license and allow you to leave. After handing over the license and registration, if the officer says you violated traffic laws, ask that he give you the citation and allow you to leave. If he says you are impaired, indicate you will get a ride or take a taxi. If the officer will not let you depart, or return your license, consider yourself under arrest and ask for an attorney! You won’t get one, but the evidence will begin to mount in your favor if you have started doing the things suggested so far. Issues of probable cause will be of interest to your lawyer, so get a lawyer that very night.

Secret Number 8

Unless you can answer “yes” to each and every one of the following questions, do not submit to the official Florida Implied Consent Tests of breath, blood or urine:
1. Are you over 21 years of age?
2. Are you a non-commercial driver?
3. Do you have a Florida driver’s license?
4. It is true that you have NOT been involved in an accident where a

Serious injury has occurred to any person or where a death may occur as a result of such injuries sustained in this accident?
If any of these questions must be answered with a “No” then consider
refusing testing. This state test is voluntary even though the officer may say that Florida law “requires” you be tested. Your consent is “presumed” but you may withdraw that consent by stating that you refuse such testing.

Secret Number 9

Ask for an independent test of your blood. The police may attempt to talk you out of it, indicating that you “must do this” or that “it won’t do much good”, but get it done anyway. Remember this is your test. All that needs to happen is that the blood be drawn for legal purposes and preserved and stored at the hospital or other facility. DO NOT get a medical blood test! That is a totally different test. Ask that the officer allow you to make calls to arrange for funds, if not readily available. This independent test may be evidence of your innocence, and if not helpful, the police will never see it.

Secret Number 10

When making your call from the jail, call your lawyer first. If you forget, then at least tell your family to call the lawyer BEFORE they leave to go to the jail. Lawyers doing DUI defense work are a lot like gynecologists. When it’s time to go, it’s time to go. So, if your lawyer or doctors says “call me in the morning,” you might just want to get another doctor or lawyer. When you need one, you need one.

Just like the doctor, your lawyer can make the additional calls to set things in action and make important and helpful things happen in your case. What is important in the DUI case is that the attorney can immediately begin gathering evidence, names of witnesses, and making arrangements that may assist you in the defense of your case. Even the next morning might not be too late for a blood test. Even other people in jail can testify regarding you sobriety or the manner in which you were treated by the officer. If your lawyer is not available, make contact as soon as possible.

Secret Number 11

Learn and understand your 10 day right to request a hearing on the DMV
Administrative Drivers License Suspension Notice you are issued as a
“temporary driving permit.” It is much more than that and that difference will hurt you if you ignore, don’t read and understand and make that written request in the proper manner. My office can provide you with a free form for this purpose just call and ask for a DMV Administrative Drivers License Suspension Hearing Request Form, or come by and pick one up, but in either event don’t delay!

Secret Number 12

This secret is a little difficult for some folks, but here it is, very few of the lawyers who advertise they practice DUI defense are equal to the task of competently defending a driver charged with DUI. Big yellow pages ads and popularity often spell a volume practice that spells high percentages of guilty pleas.

In the Broward area from 2003 through 2006, fewer than two percent of lawyers advertising a practice in DUI defense actually attended ANY advanced level DUI defense continuing legal education courses or seminars in this highly complicated and specialized field of criminal law. It is safe to say that it would take a conscientious and thoroughly competent DUI lawyer at least an hour to evaluate your case and medical history.

In the vast majority of these cases the lawyer will suggest “talking” to the judge or prosecutor for you for a substantial fee. These cases invariably end up as guilty pleas! Many such cases would have been very defendable. If the lawyer you are talking to has concluded ANYTHING about your case in a 15 minute interview, I would highly recommend you get a second opinion, regardless of the suggestion or recommendation.

Richard G. Salzman, Esq. is an experienced Broward County Criminal Defense and DUI Defense attorney; licensed to practice law in New York and New Jersey since 1986, and Florida since 1988. The Law Offices of Richard G. Salzman, P.A. focuses on Criminal Defense, DUI Defense and related vehicular offenses and BUI Defense (Boating Under the Influence).

Call now 954-981-0336 for free consult. Can you really afford to wait?

The Law Offices of Richard G. Salzman, P.A.
4340 Sheridan Street, Suite 102
Hollywood, Florida 33021

954-981-0336

Richard@salzmanattorney.com
http://www.salzmanattorney.com
www.myspace.com/richardthelawyer

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TargetLaw’s Lawyer Search

Lawyer Search

Are you having trouble locating the right attorney? Have you searched through legal directories only to find out the attorney no longer practices law, changed their practice areas or even location? Are you annoyed by the fact it is taking so long to locate the right attorney or perhaps confused on which type of attorney you should hire? If you have answered yes to these questions, you now belong to an elite group of people searching for lawyers online. Unfortunately the number is on the rise.

TargetLaw is an all lawyer search engine consisting of only lawyers, law firms and attorneys. Our concept is to make it as easiest as possible for a consumer looking for a lawyer to search and find the right attorney each and every time.

Why is TargetLaw so unique?

There are hundreds of lawyer referral programs available on the internet. These programs are set-up mainly to make money on your referral. Unfortunately it makes no difference on the experience and qualifications of a lawyer, if an attorney is willing to pay the company fees for your referral, they will receive your name. There are some programs in which you get placed in a holding tank and your name is handed out to several attorneys. These programs can be called “first come, first serve.” Again, makes no difference on how good the lawyer may be, ultimately you are just another number to a referral company.

Lawyer directories although can be useful, they also can be frustrating. A lawyer directory typically consists of those attorneys willing to pay a fee to be listed in a lawyer directory. Again, makes no difference if you are qualified or experienced in a practice area, if you are willing to pay the company money, you will get listed! Furthermore, a lawyer directory can not be tailored to attorneys retiring, changes practice areas and changing location, unless the attorney manually goes in and changes his or hers listing. This can result in information that is outdated and ultimately causes frustration to the end user looking for the right lawyer to handle his or her case.

So why is TargetLaw so unique? TargetLaw is a lawyer search engine consisting of only lawyers, law firms and attorneys. When performing a search within the attorney search engine you will be presented with all lawyer websites. Depending upon your searches depends upon the relevancy of each search. Search for location and practice areas and the search result will present the best results for that search. Furthermore, each attorney can submit their lawyer website for free. The reason we don’t charge to be listed in our lawyer search engine is because we don’t want to limit people looking for attorneys only to those who pay. This gives the consumer more choices and the comfort that they can locate an attorney in an unbiased manner.

Furthermore, TargetLaw allows the end user to locate that attorney within 2 clicks; put in your search ie. “New York Personal Injury Lawyer” and the second by clicking on a website. Less time clicking through directories or filling out your name for call backs through a referral program and more time looking and investigating the right attorney for you case. With TargetLaw, you now have more time to investigate each firm and less wasted time actually locating an attorney.

TargetLaw’s lawyer search is the quickest and easiest way of locating an attorney for your legal issue. If you are currently looking for legal representation, visit TargetLaw today.

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NEED A Lawyer? Check out our Lawyer Directory!

Lawyer Search

* I typically only allow lawyer posts but once I started searching this site I had to post this to my blog. I can’t believe how many lawyer sites are in this engine. This must of taken months upon months. I will open up your comments below. I’m curious of your opinion..Blog below…

It was just a few short years ago when most attorneys counted on advertising their firm in the yellow pages in order to get new customers for their practice. While many people still use yellow pages and other sorts of paper advertising to hire legal counsel, there has been a huge swing on how individuals look for legal counsel. Studies have shown over 70% of people will now use the internet in order to do a lawyer search. Furthermore, these are the prospects that have deeper pockets and willing to spend more money hiring the right lawyer. Because of the trend, it has forced lawyers all over the country to begin considering website marketing.

The importance of having a suitable website can mean the difference of getting new clients or not. Many attorneys now have lists of different practice areas on their websites to relay a message to those consumers who are looking for legal counsel. The message is we practice the type of law you are requiring and we are experienced in handling such sort of cases. When a consumer does a lawyer search on the internet they are primarily looking for information first and foremost. If the information on a lawyer website is geared towards that practice area, there is a good chance the prospect will contact that attorney for more information.

The facts are people are generally more educated and they will first research a lawyer prior to contacting them. If you are an attorney it is mission critical that you have some sort of web presence for both new and existing clients.

Targetlaw.com is one of the largest lawyer search engines on the internet. If you are currently evaluating lawyers via the internet visit our site. Chances are you will find the right attorney, in the right location by the right practice area for every single search.