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THE TOP DRAWER MENTALITY By nature, business people (and really all people) don’t want to think about what can go wrong. Maybe they’re afraid they will jinx themselves; maybe the motivational speaker they follow on YouTube warned them against negative thinking; or maybe they’re just so busy with what is happening that they can’t be bothered with what might happen. Nonetheless, planning for these unsavory scenarios, the “what-ifs,” can prove to be exceptionally important to protect yourself and your business. Operating agreements, by-laws, buy/sell agreements, vendor contracts, employment contracts, employee handbooks, corporate and LLC minutes and many other legal instruments are essential to a well-organized company. Yet a striking number of small and mediumsized businesses either don’t have these in place or have documents that are woefully inadequate. So how do you navigate this cruel intersection where what you should do meets with what you really don’t feel like doing? I suggest that you think about it this way—often the best legal documents are the ones that you place in your

desk drawer and hope to never look at again. After all, who cares what the grounds are for dissolving your LLC when business is booming? But, if God forbid... You have a business partner who suddenly flakes out on you during a mid-life crisis and joins a commune in Colorado, or there is a lawsuit that has you worried about how well your assets are protected from a judgment against your business—you’ll be awfully glad to have the right documents in that desk drawer. Yes, developing these safeguards with your lawyer can be a bit of a buzz kill. The lawyer’s job is to dream up wild worst case scenarios (like what happens if the government decides to build a highway through the main dining room of your pizzeria) and make sure all of those contingencies are covered. That process can definitely be unsettling, but once you get through it you’ll realize that it was worthwhile, just like finishing a medical exam so you can get that life insurance policy. And when you have everything in place for your business planning, you can put those agreements in your top desk drawer, right next to your insurance policy and go on making good things happen—resting a little easier in the process.

Starvaggi Law Offices, P.C., 97 South Broadway, Suite 2, Nyack, NY info@starlawpc.com starvaggilawoffices.com 845-589-9456 This article is intended for general informational purposes only and shall not be deemed to give individual legal advice. RivertownMagazine.com / 101

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