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...porate debts. However, to avoid 'piercing the corporate veil', the corporation...ely capitalized, and helps prevent 'piercing the corporate veil'. Ownership o...

... for independent contractors or employees, as well as for the production agency they are associated with, to spell out everyone's rights and duties. In particular, the agreement should state whether it is terminable at will, what benefits the contractor/employee may expect, and how errors & omissions claims are to be handled. Anti-Piracy Agreements are important for owners of expirations, whether individual producers or production agencies, to protect trade secrets. Non-competition Agreements are also important in those cases where such agreements are legal, i.e., when an owner is selling his entire interest in the agency. Buy-sell Agreements or similar arrangements are needed to provide for the death or departure of an owner. Corporate documents such as minutes of incorporated agencies should be kept current, in order to preserve the corporation from attempts to pierce the corporate veil' and sue the individual owners. 2.2 Producer contracts. Every agency should have a form of employment (or independent contractor) contract with its producers at a minimum, and ideally with each of its employees. Such agreements are needed to spell out the status of the producer as employee or independent contractor. They state who owns the expirations being serviced by the producer, and how they are to be protected. They cover how the agreement is to be terminated, and protect against improper termination by the employer and against groundless wrongful termination suits by the employee. 2.2.1 Employee or independent contractor. A threshold question is whether the producer is to be an employee or an independent contractor. The basic distinction between an employee and an independent contractor is that the employer has the right ...

... directly by the members or by managers' (similar to a corporation's officers or board of directors) . If the LLC certificate doesn't expressly forbid it, then the members will probably manage it directly by majority vote. There may be some risk in that format, since individual members may be able to bind the LLC contractually on third-party transactions despite agreement provisions between them prohibiting this. Also, your LLC agreement is usually not a public document, so no one has notice of any limitations on powers of the members. If your initial certificate filed with the state specifies managers, ' then third parties have received notice on public record of your manager-controlled format. Generally there will be no liability solely for being a member or manager of the LLC; but the parties still retain certain exposures similar to piercing the corporate veil' if they do not observe and document the proper formalities in establishing and operating their LLC. Unless the agreement provides otherwise, members will probably be free to transfer their ownership interest in the LLC. However, without unanimous consent of the remaining members, a transferee might not be allowed to exercise any of the transferor's management rights. A charging order' might be the exclusive remedy for creditors of a particular member, making it difficult to get their rights against an LLC membership interest belonging to a debtor. The creditor may even get a nasty surprise by being taxed on the LLC's income attributable to a debtor member whose interest has been taken over-but receive no cash distributions from the LLC with which to pay those taxes. A member generally ceases to be a member in the ...

... for independent contractors or employees, as well as for the production agency they are associated with, to spell out everyone's rights and duties. In particular, the agreement should state whether it is terminable at will, what benefits the contractor/employee may expect, and how errors & omissions claims are to be handled. Anti-Piracy Agreements are important for owners of expirations, whether individual producers or production agencies, to protect trade secrets. Non-competition Agreements are also important in those cases where such agreements are legal, i.e., when an owner is selling his entire interest in the agency. Buy-sell Agreements or similar arrangements are needed to provide for the death or departure of an owner. Corporate documents such as minutes of incorporated agencies should be kept current, in order to preserve the corporation from attempts to pierce the corporate veil' and sue the individual owners. 2.2 Producer contracts. Every agency should have a form of employment (or independent contractor) contract with its producers at a minimum, and ideally with each of its employees. Such agreements are needed to spell out the status of the producer as employee or independent contractor. They state who owns the expirations being serviced by the producer, and how they are to be protected. They cover how the agreement is to be terminated, and protect against improper termination by the employer and against groundless wrongful termination suits by the employee. 2.2.1 Employee or independent contractor. A threshold question is whether the producer is to be an employee or an independent contractor. The basic distinction between an employee and an independent contractor is that the employer has the right ...