2066 – The Power of Proactive Legal Strategies for Small Businesses with Matthew Fornaro

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1:05With us right now, it's Matthew Frenaro. Matthew, you're an attorney here in South Florida. You are the founder of Frenaro Law, and you are found on the web, excuse me, Frenaro Legal. Your website is FrenaroLegal.com. We have the spelling, the direct link to our friend that's listening to us right now. You can just click in the show notes in your podcast app. You'll find a direct link to the website. Matthew, it's great to have you. Thanks, Josh. Thanks for having me today. Yeah. Well, tell us a bit about who you serve, what you do. Sure. So my name is Matthew Finaro. I'm a business law attorney.

1:39I focus on helping small and medium-sized businesses with their legal needs, usually about 90 % litigation, 10 % transactional. I'm located in South Florida. The majority of my clients are located in Florida, but I help clients across the country. Cool. And tell me more about the business work that you do. Sure. So I help clients, obviously, when they're sued or when they need to sue someone or when they need documents or they need documents reviewed or when they're forming, when they're winding up. Basically, at any point in a business's life, I am there to help them through whatever they need.

2:23Yeah. How much of your work is kind of, I don't want to say preventative, but, you know, just on the front end, as opposed to responsive, uh-oh, business has a problem, time for Matthew Fornaro to put on a superhero cape and get involved. uh oh i hope i have a superhero cape i have some kind of cape i don't know if it's superhero cape but um you know it depends it's a mix it's a mix of being proactive and reactive you know i mean i would probably say it's about 50 50 i mean obviously the transactional stuff and things like that that's more preventive stuff the litigation stuff sometimes it's preventative if we're the plaintiff or if we need to do something but a lot of the time it's reactive because you're the defendant.

3:07So it's a good mix of both. Great. Well, to our friend, Matthew, that's listening right now, what would be maybe some of the biggest areas that you see either misconceptions or mistakes that a lot of SMB founders might be unintentionally making? Are there any major pitfalls that you come across from time to time or you feel sometimes like just you can't say it loud enough for the folks in the back. Anything immediately come to mind? Yeah. One of the main things is you have to have your documents in order, because if you don't, your business is not going to or your business is going to run into problems at some point in time, I guarantee.

3:52So if you're a corporation, you have to have bylaws, articles of incorporation. If you're an LLC, you have to have an operating agreement. You have to have contracts with your vendors. You have to have a rental agreement. If you're leasing a property, you have to have licensing agreements. If you're using stuff, you just have to have all your contracts and all your documents in order. And a lot of people are so excited to get into business or just want to get into business and do stuff. They just kind of go do it. And they go online. Like for instance, we're in Florida. So if you go to sunbiz.org, you can just take a few clicks and you've got a business.

4:27So it doesn't mean you've got a business correct. It just means you have a business. So my main point or my main thing would be to get your documents in order. And I mean, it's usually something I'd love to help you with at the beginning of your business so that everything starts right and everything's off on the right foot. But it's something that when we're talking about correcting things or being reactive, that's something that I do that's reactive too, is that businesses come to me and I I find that they don't have these documents in place. And then we, you know, we draft them and we get them in place.

5:04Very cool. Well, I mean, are you seeing that sometimes it's easy to, I am in Florida as well, so I know all about Sanbis. I feel like, you know, the state does a fairly fine job of making it about as easy as you can. Are you suggesting that a lot of times it's maybe incorrect entity selection? Is that a common problem? Or I'm just curious, you know, on the formation stuff. I mean, obviously, there's more to it. You got to make sure you got your articles and all of that sort of thing. But, you know, when it comes to formation, what are some of those most common mistakes? Selecting the wrong entity is probably the main one.

5:49Like people arbitrarily just select something because they think that that's what they're supposed to do or they saw it on the Internet. And obviously, I'd want you to, you know, meet and converse with me and hopefully your accountant as well to find out what kind of business organization you should be. And then again, it's just not having the documents. I mean, if you go on SunBiz, it creates the most rudimentary check possible to get into business. It doesn't provide you with the documents that you're going to need if you're going to lease something, if you're going to buy something, if you're going to borrow money, if you're going to employ people.

6:30These are all documents you have to have in place that if you don't have them, you're not going to be able to borrow money. you're not going to be able to get loans from the federal government just because you have a sunbiz.org account, you know, went on there and did it. That's literally the bare minimum to get into business. It's not necessarily correct. And if you actually look at the disclaimers on Sunbiz, it says that just because you formed it doesn't mean, you know, you've got all your supporting stuff and everything's going right. Yeah. What type of work do you do around intellectual property?

7:05You know, it's interesting because when I was in law school, I actually got a certificate in intellectual property. So I kind of have a background in intellectual property. But in practice, most of what I do is probably defend my client's intellectual property via lawsuits. So a lot of it is like trade secrets and non-compete stuff and some antitrust stuff like that. I do some trademark registrations. I do some trademark and copyright litigation as well. But most of my intellectual property practice is relegated to basically litigation, protecting my client's intellectual property rights, or if they're accused of infringing someone else's rights, defending them.

7:55Great. Well, what should I be asking you about? So you said that you do teach quite a bit. I've kind of touched on a couple of areas. If you were to be a part of a, let's say, TED Talk or something like that, and you had a room full of business entrepreneurs, where would you see yourself moving toward topic-wise? Well, topic-wise, I mean, one of the things, obviously, is, as you can see, talking about the documents you need to start and get into business. business and also talk about how you need a as part of your business you need a team of professionals to support you you can't do it all yourself i mean you can try but you're probably not going to do it as good as if you had professionals so i would advocate for you to get a business law attorney on your side to get an accountant on your side to get a banker on your side to get like a internet person if you're going to do any kind of online presence on your side and have them all work together in order to make sure that your business is as prosperous and as effective as it can be.

9:03So I'd advocate the team approach. I'd advocate getting all your documents in order. And I'd advocate you making sure that you run your business professionally and make sure you comply with all rules and regulations. And, you know, make sure you have an annual meeting if you're a corporation, even if it's just yourself. Make sure you record it. make sure you keep track of all your corporate documents make sure you follow all formalities you don't co-mingle your personal funds or your business funds things like that you know just basic things that are actually just basic business um practices need to distill down to people so that they understand you have to do that and follow through with that in order to focus on than going and being a business owner, trying to make money and trying to be successful.

9:53You have to make sure all your background and foundational stuff is intact. Are you suggesting that maybe the risk might be greater than most businesses or business owners might believe? Yes. For example, if we don't have our P's and Q's in place, I mean, obviously, Obviously, again, you're helping a lot of people when stuff hits the fan. So I just, you know, I wonder, you know, how much is too much? Is there, you know, obviously from your perspective, you see people, you hear about it when someone didn't do something and then there are consequences to that. Yeah, I don't think you can be too cautious or be too proactive in running your business.

10:49and making sure all your formalities are complied with and make sure that you're compliant with the law and all the various regulations and things you need to do. And I mean, things like, you know, having insurance, you know, having, you know, like if you have a business and you have employees and everything, having like an employee handbook, just basic things that running your business that you need in place to prevent problems from happening down the road, or if problems happen down the road, they're easily, I wouldn't say easily addressed. I'd say they're addressed in a way that's thorough and planned out because you have the systems and tools in place to deal with them.

11:33Like for instance, like I said, you have an employee issue, you have an employee handbook, and then you go to the handbook and it says what the answer is to the employee issue as opposed to, well, I don't know what to do. And the same thing with having insurance. Do you, someone gets into an accident, something happens or something like that, you go to your insurance company, you file a claim as opposed to, well, I guess I'm personally liable for it, or I guess my business is liable for it. So things like that are proactive ways to avoid issues just by having your business process and your tools in place.

12:06Yeah. Matthew, what advice do you typically get? And someone likely listening to us, there's I'm sure plenty of folks that are not necessarily in the state of Florida, But if you were to give advice on like how to better hire a business attorney or someone to provide those services, like are there questions that you'd recommend everybody ask or look for? Like how can we be a better consumer of legal services? Sure. So one of the main things I say, believe it or not, is the power of referrals from people who you trust. so as opposed to just randomly finding someone through like a google search or you know like a paid attorney advertising position or something like that if you have your accountant you already trust or you have your whoever it is you already trust and you want to ask them like i know you're in business or ask another business owner i know you're in business is there a business law attorney you can refer me to who you know and you trust, that's probably the best way to find a business law attorney because it's already been bedded by a professional or someone who's in business who you already trust.

13:19So you know that there's no hype or no whatever behind it. It's actual truth, first-person knowledge as to hopefully the quality and the efficacy of that attorney. but if you can't get a referral, I mean, I would say, you know, there's so many, it's so much attorney advertising and so much third party advertising and things like reviews that really aren't reviews. I mean, I would go by, you can always just go by Google reviews because Google reviews are pretty, although you can kind of manipulate them a little bit, mostly you can't manipulate all of them. So Google reviews are probably the next best way after, like a first party referral to find a business law attorney.

14:07But whatever business law attorney you find, make sure that they're actually, their focus is on business law. They're not a personal injury attorney who dabbles in business law, or they're not like an estates and trust attorney who dabbles in business law. Make sure it's someone whose focus is understanding business, because there's a lot to understand to make sure that you're successful and that you successfully hire an attorney. So make sure that the business law attorney, however you find them, understands business. That's probably the main takeaway and the main point. Yeah. Well, your website, Matthew, is fornarolegal.com, F-O-R-N-A-R-O-L-E-G-A-L-O-T-C-O-M.

14:56I see you've got a great video library here and other kind of resources. What would you recommend someone do like in terms of like value that you may be able to provide to the entrepreneurial community? Sure. I mean, you know, one of the things I do is I'm an instructor for two different programs helping entrepreneurs and startups here in South Florida. And I do that twice annually. So it's pretty rewarding because I help them. I don't make any money by it. I just help them do stuff. So I've kind of figured out from doing that and from dealing with startups and, you know, entrepreneurs from the ground up what entrepreneurs and startups and things need and also what businesses need through my practice.

15:41So my website, I've got a lot of videos that explain things to you. I've got a lot of other podcasts that are focused on business issues that the average business owner is going to find. And I've got a lot of like white papers and a lot of blogs on there too, that also answer a lot of your basic questions. So, you know, if you just go to my website, a lot of what you're looking for, I already have the answer there, either in video form or printed form. Yeah. All right. Matthew Furnaro, again, business law attorney, your website, FurnaroLegal.com. Matthew, any final, you know, looking at the road ahead?

16:22You know, I don't know if there's anything that you're seeing, you know, trend-wise, you know, in business law. I have talked with other attorneys that have talked about, you know, the implementation of AI is not without its own risks as well. If you're using AI-enabled tools, certainly if you're dabbling and playing around with what may end up being someone else's intellectual property, tread with caution. I've heard that a bit. Any other things kind of come to mind in terms of like, you know, the road ahead or the year ahead, what you see maybe leaders should be mindful of? yeah i mean it just comes back to the basics just you gotta go back to the beginning and back to the basics of making sure all your stuff's in order that way when you arrive at these obstacles or situations things you've never seen before changes or whatever you have the systems in place to address whatever they are you don't have to go in it blind you don't have to go in and do something you don't know you have the foundation you have the tools to deal with it whether it's an ai issue whether it's someone who you're in business with betrays you and you know you get a whole ruckus over it whether it's an employee issue whether it's a commercial lease issue just make sure all your foundation and all your structures in good shape and make sure you have your professionals on your side to help you through any situation and if you just i mean And if you just run the playbook and do everything, you should be fine eventually in the end.

17:58Yeah. All right, Matthew Furnaro, thank you so much for joining us. Again, your website, FurnaroLegal.com. Thanks, Matthew. All right. Thanks, Josh. Thanks for having me.

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