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   Whatever you are celebrating this season, we wish you and yours a very Happy Holiday spent with those you hold dear.

   May the New Year bring you peace, happiness and love!

You've given notice to your landlord and now it's time for you to move. Are you worried about getting your damage deposit back? If you follow this checklist, your landlord will not only have no reason to deduct money from your deposit, but they will recommend you to other landlords as an exemplary tenant!

The key to fostering a mutually profitable franchise relationship is understanding (i) the basic principals of franchising and (ii) how the franchisor and franchisee work together toward a common goal – the success of the franchise business.

If you're planning to incorporate a company in the United States, this checklist will help guide you through the process by outlining the information and documents you will need. Although each state has its own procedures, the basics of incorporating a company are much the same throughout the country.

Information Required Prior to Filing the Incorporation Application

• Reserve the proposed name of the corporation and any additional trade names under which the corporation will be doing business. This may entail additional documentation and filing fees to register those trade names.
• Determine who the directors and corporate officers (or if an LLC, the members and managers) will be.
• Discuss with your business partners (if any) and your legal counsel if any special provisions will be included in the articles or in the company bylaws / operating agreement.
• Ensure that any compliance, licensing or regulatory requirements for the corporation’s business are met.

Documents to be Prepared

• Articles of Incorporation or Organization (depending if a corporation or LLC)
• Certificate of Disclosure
• Bylaws or operating agreement (depending on the type of entity)
• Shareholders Agreement
• Minutes of Organizational Meeting
• Subscription for Shares of Stock
• Application for Employer Identification Number / Federal Tax ID
• Corporate Minute Book
• Stock Transfer Ledger
• Stock Certificates

Once the documents are prepared, you can file them with the Secretary of State. Most states have an online filing option.

Roles to be Filled Before Incorporation

• Accountants
• Legal counsel
• Registered agent
• Bank, trust company, other financial institution(s)
• Investment broker and financial advisors (if required or desired)
• Insurance company (life, office contents, commercial general liability, etc)
• Auditors (if required or desired)

Things to Do Following Incorporation

• Hold an organizational meeting to issue shares, appoint the directors and officers, set the company's fiscal year end, and adopt the bylaws.
• Apply for a federal EIN (employer identification number).

Other Matters to Consider

• Determine whether the corporation needs to obtain a sales tax license.
• Decide whether the corporation qualifies for Sub-chapter “S” status.
• Review the statutes governing corporations to determine what the regular reporting requirements are, and be sure the dates are properly diarized for preparing and filing the appropriate documents.
• Order corporate seal.
• Get information on the “piercing the corporate veil” rules.
• Get information on state, federal and municipal laws, rules and regulations that apply to the corporation’s business (environmental, tax, import/export, etc).
• Learn how to properly dissolve / liquidate a corporation.

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Underperforming employees can cause a ripple effect throughout your organization.

An employee that does not meet performance expectations can engender feelings of resentment from co-workers who are then required to pick up the slack in order to compensate for their colleague's shortcomings. They may also indirectly encourage co-workers to lower their own performance bar.

At the very least, they will create a disruption to your company's team spirit, which can significantly impact overall workplace production. Employees who don't care cause friction and lower office morale. With the current labor shortage situation, it's important for companies to get the most out of their work force. But how can you inspire underperforming employees to care about their role, improve their productivity and attain their full potential?

Learn to recognize the signs of employee underperformance.

There are several behavioral aspects that may indicate an employee is underperforming:

• Is the employee failing to comply with deadlines, complete tasks, or meet expectations?
• Does the employee seem disinterested in their role?
• Does the employee interact or socialize with their colleagues?
• Is the employee engaging in behavior that disrupts co-workers?
• Does the employee display a negative attitude about the work or the workplace?
• Is the employee chronically late for or absent from work?
• Does the employee spend a lot of time on their phone? Do they take long breaks?

If you have noticed an employee displaying one or more of these behaviors, it is time to do an immediate assessment of their performance record for the past few months. This will help to pinpoint if the behavior developed over time or if it has always been there. Something may have changed in the employee's work or homelife situation that has caused a shift in their focus. You can work to address this by discussing the situation with them and jointly developing potential solutions.

Discover the reason(s) behind the underperformance.

An employee may fail to meet expectations for a variety of reasons.

Inadequate training. There is no other single factor that will prepare an employee for their position than proper and complete training. If the employer fails to provide this at the outset, they are grooming the employee for failure.

Work stress. The role they have been placed into may prove to be more stressful than they anticipated, which is affecting the employee's ability to focus on the task at hand. Is there a high level of tension with supervisors or other employees? Are there too many unattainable deadlines to meet? Are the employee's skills and experience insufficient to allow them to meet their expected level of performance?

Home life stress. There may be underlying personal issues that are affecting the employee's physical, mental and emotional well-being. These can range from marital problems to illness, substance abuse to financial worries.

Workplace environment. Is the physical work space detracting from the employee's ability to perform? Does their work station provide sufficient light? Is there a source of noise or other distraction close by (such as co-workers who talk a lot)? Do they have access to all of the tools and resources they need to do their job properly?

Lack of job satisfaction. The employee may have discovered that the job - and the company culture - is not what they expected. This leads to low morale and a lack of motivation to make an effort.

No oppportunity for upward mobility. If there are no opportunities for career development, the employee may see the job as a dead-end situation. This again leads to a lack of motivation.

Do the groundwork and prepare to meet with the employee.

• Talk to the employee's supervisor, department head, and other persons who have noted incidents of underperformance.
• Document each incident with respect to the employee's failure to meet expectations, including failure to abide by company policies, standards and codes of conduct.
• Schedule a private meeting to address the situation and try to discover what's behind the underperformance.
• Don't be confrontational and don't assume you know the reasons. You need to ask the right questions to get to the bottom of the problem.
• Start the meeting by reviewing the specific incidents of underperformance and explaining how it affects other workers and the company.

Work together to solve the problem.

• Discuss the issues with the employee and brainstorm ways that they can improve their performance. Provide them with clear benchmarks and be open about discussing current issues and obstacles.
• Set a reasonable date for changes to occur and for the two of you to meet again to reevaluate the situation.
• Sometimes a little break for reflection and a reminder of your support is all an employee needs to free themselves from prior restraints and make the improvements they had in them all along.
• Remember that not every person is going to be the right fit for your team.

Evaluate employees on an ongoing basis.

Employers need to continually monitor and evaluate the performance of all employees, regardless of how long they have been in the workplace. Daily tasks can easily become routine and bad habits can become engrained. Regularly remind your employees of the individual benchmarks they should be reaching within their positions. Be clear about what your expectations are.

Recognize an employee's progress.

Every improvement in the employee's performance level should be recognized and appreciated in a tangle way. Praise them for the progress they've made and make them aware of the positive impact that progress has had on the team. This will inspire them to continue to make improvements.

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Most states, provinces and territories - and many municipalities - have laws and regulations in place which protect residential tenants from being unfairly treated by landlords. But what about commercial business tenants? What kind of protection do they have under the law?

What is a voting trust?

A voting trust is an arrangement under which legal ownership of shares belonging to one or more shareholders are transferred to a trustee, along with the voting rights attached to those shares, usually for a specified period of time.

The shareholders retain beneficial ownership of the shares and all other rights and benefits, except for the right to vote the shares. At the end of the trust, the shares are re-transferred back to the beneficiaries (i.e., the shareholders).

How can we set up a voting trust?

To establish a voting trust, the shareholders enter into a trust agreement with the trustee, setting out the provisions of the trust, transferring legal title of their shares to the trustee, and granting the trustee the right to vote the shares. In some voting trusts, the trustee may also be granted additional powers in order to accomplish the purposes of the trust (such as the authority to sell or redeem the shares).

What are the benefits of a voting trust?

A voting trust arrangement can offer a number of benefits to a company's shareholders. By consolidating the voting power of their shares, they can collectively hold a sufficient percentage of the company's voting shares that they would not have individually, which - as a voting bloc - would give them the power to force the calling of meetings, elect specific directors, and generally exert or safeguard control of the company.

Locking shares up in a voting trust can be used as a means to facilitate a corporate reorganization - or to avoid a hostile takeover of the company - by aggregating a certain percentage of shares into the trust, consolidating their voting power, and protecting them from being acquired in connection with a potential takeover bid.

A voting trust can also operate as a short-term proxy solution for a period of time during which the shareholders will be unavailable to attend and vote at meetings, or as a convenience. By appointing a trustee to vote their shares, the shareholders free themselves from the necessity of attending meetings, voting on key issues, and dealing with other responsibilities associated with share ownership.

A discretionary voting trust (also known as a "blind trust") can be used as a mechanism to resolve conflict of interest situations. In a blind trust, the trustee has full discretion over the trust assets (i.e., the shares) and votes the shares at arm's length from the beneficiaries of the trust (i.e., the shareholders).

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Every business, no matter the size, should conduct employee performance reviews at least once a year. This process gives employers a chance to let employees know that they are valued and that their efforts are appreciated, and it also affords an opportunity to address any areas that may need improvement.

Every business needs competent legal counsel.

The bigger the business, and the more widespread the scope of the business, the more complex the legal issues it will face. Failure to cover all the legal bases of a transaction at the outset can result in dire and costly consequences. So it's crucial to find the right lawyer to handle your company's legal affairs.

The task of finding a business lawyer that understands your business can seem daunting, but getting satisfactory answers to the following questions will help you narrow down the list of potential candidates.

1. What business courses have you taken at the university or graduate school level?

A lawyer who had academic exposure to subjects such as corporate finance, cost accounting, human resources, risk management, and marketing demonstrates an early career choice to serve the needs of business.

2. What is your experience in managing or building a business like mine?

You may take comfort in learning the person you trust with providing legal services to your company possesses empathy resulting from having their own business experience. This person is more likely to appreciate the management context of the decisions within the company’s legal environment.

3. Have you ever been responsible for buying legal services for a business?

There is no better way for a lawyer to get to know a business client’s needs than to be on the buying end of the transaction – just like you are. This type of experience adds value and is likely to develop the service-centric attitude you seek.

4. What percentages of your services are ordinarily delivered at your client’s site as opposed to at your office?

You may value having your own business premises as the primary point for legal services delivery, as this would give you and your employees easier access to your lawyer, akin to the advantages of hiring an '‘in-house'’ lawyer. You may prefer your lawyer to work on site to save time lost for staff to travel to an external lawyer’s office when services are sought.

5. In your firm, what level of authority do you have to make immediate changes respecting pricing of the work product, the technology used to process it, and the way it is delivered?

As a businessperson, you may feel more comfortable knowing that the lawyer you deal with is positioned to decisively act ‘on-the-spot’ in these areas, just as you likely are in your own realm of business.

6. Besides business law, in what other areas of law do you practice?

It is worth knowing whether the law firm under consideration restricts their practice to serving the needs of business or also practices in other fields like real estate, employment law, intellectual property and tax matters.

7 What has been your exposure to globalization, creation of efficiencies through new and emerging technologies, and outsourcing?

The so-called ‘new economy’ is in large part a product of these factors. Significant exposure to and experience in these areas will provide a real-time context to the advice you receive, as you confront these issues in the evolution and competitive environment of your business.

8. Name concrete steps you have personally initiated in the last 3, 6, and 9 months to reduce your overhead, and how has each step affected pricing to your clients?

You may feel that a lawyer who manages his or her own internal costs and in a manner consistent with your own values reflects the innovative spirit you seek.

9. How does your fee structure demonstrate that you, as a supplier, share the same risks that I incur in carrying on my business?

If hourly billing is not your preferred pricing model, you may wish to explore billing methods involving fixed fees to perform specified work, or some other payment arrangement. Typically, in such arrangements the up-front and ongoing costs of a legal project are reduced in return for some sort of incentive on project completion or related to success of the outcome, as defined in a fee agreement.

10. What is your track record in designing and implementing plans aimed at controlling and reducing legal costs?

You may be interested in a commitment to put proactive advice in action to:

• avoid creation of legal disputes,
• manage the cost and progress of major lawsuits and projects, and
• push the legal learning down to the operating ranks of your company to support more knowledgeable decision-making.

If such issues are important to you, you may wish to seek concrete examples of how this has been achieved by this person in the past.

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