Business Formations and Transactions
Mark Cohen is a full-service Boulder business and commercial lawyer, and litigator. When a client seeks guidance concerning formation or acquisition of a business, a business lawyer’s first task is to understand the client’s business, and short-term and long-term goals. With this information and specialized knowledge of the various types of ownership, Mark then advises the client on what type of entity to form — a “C” corporation, an “S” corporation, a limited liability company (LLC), a limited partnership, a limited liability partnership, or some other entity.
Once the client determines the form in which it will do business, Mark will identify and draft or review the appropriate documents. But his role does not end there. Mark helps his business clients with the many business law issues that arise when any new business opens its doors. Especially important for a newly established LLC, Mark offers ongoing support so the business will not inadvertently lose the limited liability status.
Mark’s considerable experience supports his belief that all legal documents should be clear, concise, and to the extent possible written in plain English, rather than “Legalese”.
Read: Plain English – The Basics. He has extensive experience drafting and reviewing:
- Articles of Incorporation
- Articles of Organization for an LLC
- Asset Purchase Agreements
- Buy-Sell Agreements
- Confidentiality Agreements
- Corporate Bylaws
- Commercial Leases
- Deeds of Trust
- Distribution Agreements
- Employment Agreements
- Employment Policies
- Equipment Leases
- Franchise Circulars and Documents
- Intellectual Property Licenses
- Indemnification Agreements
- Independent Contractor Agreements
- Joint Venture Agreements
- Letters of Intent
- LLC Operating Agreements
- Medical Facility Leases
- Memorandums of Understanding
- Noncompete Agreements
- Office Leases
- Partnership Agreements
- Promissory Notes
- Purchase Contracts
- Purchase Order Terms
- Sales Representative Agreements
- Sales Terms & Conditions
- Security Agreements
- Sexual Harassment Policies
- Settlement Agreements
- Shareholder Agreements
- Software Licenses
- Subscription Agreements
- Supplier Agreements
- Termination Agreements
- UCC Documents
- Workplace Violence Policies
- Other documents often associated with the formation, acquisition, or operation of a business
Mark advises business clients in these areas:
Contracts and Contract Litigation
Franchises and Distributorships
Franchising, as one form of ownership, offers many opportunities for entrepreneurs, but there are no guarantees. The person considering franchising a business or purchasing a franchise must conduct extensive research and engage in serious reflection.
Franchising law is a complex web of statutes, rules, and common law doctrines. The franchise lawyer must be thoroughly familiar with the Federal Trade Commission’s rules, but must also know contract law, trademark law, and business law.
For the potential franchisor, proper drafting of the franchise offering documents is critical; failure to comply with legal requirements may subject the franchisor to civil suits and even criminal penalties. For the potential franchisee, about to invest money in a franchise, the franchise agreement may be one of the most important documents he/she will ever sign.
Mark drafts and reviews franchise agreements, franchise disclosure documents (circulars), distributorship agreements, and similar documents. He advises both franchisors and franchisees and is familiar with the Federal Trade Commission’s Revised Franchise and Business Opportunity Rule.
Medical and Health Care Professionals
Health care professionals choose their careers because they feel a calling. They want to use their knowledge to help others, and most would prefer not to have to devote much time to the legal aspects of their practices. Still, the reality is that medicine and mental health services are highly regulated fields, and the complexity of the regulatory environment grows every year.
Many Colorado health care professionals appreciate having a relationship with a trusted lawyer who can assist with the legal aspects of establishing and maintaining a professional practice.
Mark represents and assists physicians and health care professionals with all legal aspects of their professional practices, including:
- Choice of Entity
- Licensure Requirements
- Commercial Leases and Lease Negotiations
- Employment Agreements
- Insurance Requirements
- Insurance Disputes
- Colorado Medical Practice Act
- Health Care Availability Act
- Noncompete Agreements
- Practice Group Contracts
- Confidentiality Agreements
- Privilege Issues
- Reporting Requirements
- Sales of Practices
- Subpoenas of Records
- HIPAA Compliance
Many of the legal issues that physicians face also confront other licensed professionals such as mental health professionals, dentists, chiropractors, optometrists, and physical therapists.
Creditors' Rights / Commercial Collection Litigation
The freedom to contract plays a vital role in the American economic system, but for any business few things are more disappointing than providing a great product or service only to have the purchaser or client let you down by failing to pay as agreed. Mark has broad experience representing a variety of creditors in Colorado courts, with expertise in:
- Collection Litigation
- Collections Law
- Deficiency Lawsuits
- Replevin Actions
- Prejudgment Attachment
- Mechanic’s Liens
- Lien Foreclosures
- Writs of Execution
- Consumer Law
- Post-Judgment Discovery
- Charging Orders
- Fair Creditor Reporting Act
- Fair Debt Collection Practices Act
- Uniform Commercial Code Remedies
- Deceptive Trade Practices
- Corporate Veil Litigation
- Enforcement of Foreign Judgments
- Complaints to Avoid Discharge
- Representation of Creditors in Bankruptcy (including Chapter 7, Chapter 11, Chapter 12, and Chapter 13)
- Adversary Actions in Bankruptcy
Filing suit to collect a debt is not to be taken lightly, and before filing any action Mark strives to make certain clients understand the costs and risks of litigation. Although he generally represent creditors and debtors on an hourly basis, a hybrid fee arrangement could be considered in some cases.
When representing business clients Mark is committed to educating clients about how to prevent collection disputes from arising in the first place, and learning from them when if or when they do arise.
Success in collection litigation begins with thoughtful drafting of the contract or lease that may one day be “Plaintiff’s Exhibit 1” if it becomes necessary to file suit to collect the debt.
Mark Cohen is the author of Grounds for Disregarding the Corporate Entity and Piercing the Corporate Veil,a 114-page article published in the prestigious Proof of Facts series. (45 POF3d1).
Mr. Cohen (with co-author Sierra Swearingen) recently wrote an article for Causes of Action on what is required to establish liability of a corporate director or officer for the corporation’s wrongful conduct. Mark’s knowledge of this area of the law has helped clients recover money from the directors, officers, and shareholders of judgment proof corporations and limited liability companies.
He represents creditors in contract and warranty litigation throughout Colorado and is fully competent in the area of preparation and foreclosure of mechanic’s liens. Colorado also has many other statutory liens that may be available to creditors such as liens for common carriers, hospital liens, landlord’s liens, agistor’s liens, storage facility liens, garage liens, and service liens.
Unfortunately, successful collection litigation and obtaining a judgment, does not guarantee speedy receipt of the funds. Mark can assist with post-judgment collection options, including judgment lien foreclosures, garnishments, executions, charging orders, debtor’s examinations and post-judgment discovery, and representing creditors in bankruptcy court.
Mark has extensive experience in collection disputes involving sand and gravel projects, asphalt projects, concrete projects, rock crushing, screening, road base, and other types of aggregate projects. He is knowledgeable about the Colorado Department of Transportation (CDOT) contracting process and the statutes governing liens on CDOT projects.