As you can probably tell from scanning the site, this ain’t your granddaddy’s law firm – although if he runs a business or non-profit and is leery of being harvested for billable hours, I’d certainly be interested in speaking with him. As I sit here at the heart of America’s greatest (unsung) city, Philadelphia, on a radiant Sunday afternoon, I can feel my business manifesto bursting to be shouted out from the rooftops. So, in the spirit of unfiltered (except by the professional rules governing attorney advertising!) blogger honesty, here is what Baer Business Law and I stand for:
1. TO HELL WITH THE RECESSION.
Enough with the apocalyptic lamentations in the business media and, specifically, in the Inquirer and Philadelphia Business Journal about what a rotten time it is to be a lawyer in Philadelphia right now. Of course, I am not oblivious to the economic reality. Unemployment rates in the Delaware Valley region are soaring. The credit engine which has powered the economy since at least the 1960’s is sputtering. Locally, a venerable 106-year-old Center City law firm, Wolf Block, has collapsed and disgorged a flood of lawyers and legal support personnel into an already prostrate labor market. Other firms are furloughing their incoming first-year associates. Certainly I won’t make light of these events or the human toll they have taken. Yet, at the same time, this business lawyer firmly believe that opportunities for business (particularly small business) abound, and cringing uses up more energy than confidence and is less prudent than informed risk-taking. Fear is a venomous, supremely uncreative force that paralyzes you even as it eats you alive. Economic fears can wear such a deep groove in your mind that you can’t see over or past the groove. But the view can be clarifying. Take a good hard look around. Interest rates are at an historic low. Government bodies at all levels are offering tax benefits and other incentives to stimulate business investment and hiring. Business technology is so cheap it is almost a commodity (a decent printer/copier/fax/scanner costs only $100), and executive centers are offering innovative suites of office solutions to professionals at extremely low prices (a “virtual office”, with access to a receptionist, mail drop, and voicemail pushed out to you via .wav file, together with conference room space as and when you need it, costs only $200-300/month!). More generally, if you can start or maintain a business now, when things are at their worst, and establish toeholds with customers that you can nurture into “sticky” relationships (i.e., relationships that are loyalty-based or inconvenient to sever), and you keep your operations scalable, you will rise with your customers when growth returns and can ride the wave all the way up. Don’t get me wrong, I don’t buy into the “power of positive thinking” or any similar shibboleths of self-help gurus or marketing cults. We all just need to get out from the under the bed, allow ourselves the luxury of a collective sigh, and clear-mindedly assess the opportunities that are out there. For these reasons, Baer Business Law strictly enforces a no-recession policy.
2. GET STUFF DONE.
Wolf Block, the Center City law firm which recently collapsed and has been eulogized repeatedly in the local business media, was a former employer of mine (1997-2003), and I mourn its passing. (I’ll defer my own Wolf Block eulogy for another couple of days.) Yet in the dissolution of Wolf Block and the woes being experienced by other big firms in Philadelphia and around the nation, I see a kind of creative destruction. To me, these events represent not merely the vicissitudes of the business cycle, but a fundamental paradigm shift. Clients, out of necessity, realize they do not have to pay $400/hour for a junior or mid-level associate with little or no business experience (or $500/hour for a partner) to harp on 56 academic risks in a contract, along with the five or six issues that should actually matter to the client. (No offense meant toward anyone – that’s how big firms train you, to rack up the hours and practice defensive law. I know because I went through the training myself.) Will clients relinquish this power once times get better? Will they once again acquiesce in soaring billing rates that are justified by lockstep increases in associate starting salaries among big firms competing for top law school grads? And when the Wal-Marts of the world are groaning like Atlas under exorbitant legal bills, where does that leave the smaller businesses, the ones who keep vigil to get their calls returned by relationship partners or, even worse, are priced out of the market for quality legal representation entirely? What we are seeing is the slow demise of an unsustainable business model. The reckoning has just begun. Boutique firm and micro-firms (which sounds better than “solo practitioners”) will sprout like dandelions in the wreckage. Look for this especially in transactional practice areas where (unlike in litigation) the matters are volitional and value-driven for the client and, with the exception of large corporate transactions like IPO’s and M&A deals, do not require vast numbers of warm bodies.
Aligning our business model to our clients’ needs is vital if business lawyers want to be relevant to the huge entrepreneurial class out there that shuns or disdains our profession but still needs representation. After all, small business does NOT mean small stakes – for example, negotiating the right IP use rights in a contract, or stripping down an unreasonably burdensome exclusivity or non-compete clause, can mean the difference between growth and asphyxiation (or death by litigation!), while crafting a robust acceptance of deliverables clause or milestone-based payment schedule in a key vendor agreement can keep the vendor honest and the project on schedule and protect your investment. To give another example, many businesses, when making decisions about collecting or storing personally identifiable information of their customers and website users, need to be made aware that most states (including Pennsylvania and New Jersey) have enacted statutes requiring individual notification if a breach of the business’ data security exposes these persons to potential fraud or similar risk. Furthermore, when it comes to business law, there should be a more holistic approach from the legal profession, one that emphasizes the lawyer’s paramount role as business advisor. Explaining legal risks and ensuring adequate protection in contracts are an indispensable part of that role, of course, but ultimately the goal is to help clients achieve their business objectives responsibly and at manageable cost. After spending more than six years as in-house corporate counsel, where my job description was essentially to get stuff done, I am acutely aware of the chasm that exists between “lawyer-think” and “business-think.”
Get stuff done is the credo of Baer Business Law. I’d trademark the phrase, but have an uneasy feeling that the Trademark Office would just kick the application back as being descriptive of the services provided. You see, you can’t register a mark on the Principal Register – which is the registration you want, since it presumptively confers exclusive rights in the mark in the U.S. for your goods or services – unless the mark is “distinctive” and not “descriptive” when used in connection with your goods or services. In my case, getting stuff done really describes what I do as an attorney, so the mark is probably descriptive. (If I sold alpacas, it might be a different story.) However, there is an exception for descriptive trademarks that “acquire” distinctiveness (also known as “secondary meaning”) through substantial exclusive usage, so that when people see the mark they think of the source of the goods or services, rather than the goods or services themselves. To make this a little less abstract, if one day when people see the phrase get stuff done, they think of Baer Business Law – which, God willing, they will! — then I can get my trademark. Of course, if the Trademark Office considers my mark generic – i.e., it doesn’t just describe the goods or services, but is the actual term for those goods or services — then I’m up the creek without a paddle. There. Hopefully I saved some of you hundreds or thousands of dollars in trademark application fees (not to mention attorney fees!) for those descriptive or generic marks you were dying to register for your businesses. In the future, please talk to me or read this blog before you take the big trademarking plunge.
3. PHILADELPHIA IS THE PLACE TO BE.
Forget the BPT, the wage tax, the unions, the crime, the football team that chokes in the crucial game. Baer Business Law is damned proud to be a Philadelphia business serving our burgeoning entrepreneurial and creative communities. (Not to say we turn down big corporate clients on the Route 202 corridor, of course.) I flirted briefly with locating in the Bala Cynwyd inlet, where many businesses have fled to avoid the taxes while remaining a stone’s throw from Center City, and decided this would be nothing short of a betrayal. Given our strategic location between NYC and DC, our low real estate costs compared to other Northeastern cities, our educational and health services backbone (which has insulated us from the full brunt of the current downturn and supplies a ready-made platform for innovation-driven life sciences and technology startups), our civic-minded universities pumping millions of dollars into creating a University City technology zone and revitalizing the neighborhood along the Schuylkill, and our artists’ galleries proliferating in the Old City, Northern Liberties and now Fishtown, I believe Philadelphia will (once again) be a prime location for business and for business lawyers. Be warned, therefore, that this blog is militantly pro-Philadelphia.
Hope you find these pages enjoyable and enlightening. More to come in the next few days.