354: Navigating a Litigious World - with Dino Antonopoulous

Meet Dino

Antonopoulos Legal Group LLC represents closely held companies and financial institutions in corporate/business law, real estate law, civil litigation, commercial financing, estate planning, and probate matters. The number one goal of the firm is to help clients succeed and to protect them by continuing to be a difference-maker and game-changer in the legal world by applying our principles - honesty, hard work, loyalty, and a commitment to fight for our clients.

How do you minimize litigation risk when hiring from a competitor?

Yeah, so we see this, obviously, more and more. In today's world it's a little bit of a litigious world. But as we have our companies and companies out there that market and recruit various potential candidates and recruits, some of these recruits sometimes are under an employment agreement. Or it could be under various documents, such as handbooks or policies, commission agreements, and stock option agreements. And there are what we call restrictive covenants. So it could be a non-compete and non-disclosure of some sort. But these various restrictive covenants might limit the opportunity they have with that new company that they're going to be onboarding with. So as part of the interview process, you want to ask the potential recruit whether they have any restrictive covenants that they know of. But you got to dig a little bit deeper and say, "Okay, what have you signed? What have you received in your employment with your current employer?" And then ask those specific questions. Do they have an employment agreement? Do they have some sort of bonus plan, a commission agreement, a stock option agreement, or any sort of compensation agreement? The more that you dive into asking those specific questions the more it might trigger that recruiters say, "Oh, yeah, you know what, I did sign an employee handbook. Let me just take a look at that and see what that says." So you start there first. And then ultimately, if the recruit says no, and the interview goes, well, and you're ready to hire this recruit, then eventually you'd like to have that same sort of written confirmation from that recruit, which will be your employee, saying that no restrictive covenants exist. If one does exist, as that employer, that potential employer and you want to hire that individual, then you should get a copy of it to see what the restriction is to see whether it's enforceable or not. And that's where the legal starts to come in on that. So as we represent closely held companies, you know, we'll come across this issue all the time. And the ones that stay ahead of this are in the better position, where they'll contact us in this case, ask us to review this employment agreement or wherever these restrictive covenants are found and whether it's enforceable or not. And if we say yes, it is, then we kind of do a hard pass on that employee or we can always go back and negotiate some sort of buyout with or a resolution with that current employer as well. The ones that it becomes a little bit more pricey on and expensive and a little bit more of a headache or the ones that just kind of blindly hire the employee. And then a month or two down the line, you get a letter from a law firm saying that, hey, that employee was under some sort of restrictive covenant, and you're part of that right now and you're torturously interfering with that. And all of a sudden, we got a kind of a scramble and an issue with that. So there are the steps that we can take to minimize the risk, assess the risk, and then make a determination like anything in business. And as something that, you know, our key. Companies are really honing in on more and more today.

Is that a conversation you have early on in the interviewing process?

Yeah, I think if the interview is going well, for you, and you really feel like that's a strong candidate, a strong recruit, yeah, I would put that out there, whether it's in the first go-round that you're having a good feeling. And you want to ask maybe toward the end of that meeting, or as a follow-up, whether it's another phone call or a second or third interview, and ask there because that might determine ultimately whether you're going to put them in that category of making the next round or not.

What are some of the key terms from a seller and buyer's perspective when purchasing a commercial property?

Yeah, so here, I mean, depending on what side of the fence that we sit on, will be what, what we want as the terms when we're buying commercial real estate, and even residential real estate, and that's a whole nother animal right now. But when we're in the commercial world, we're selling, you know, we try to keep it simple. And we, most importantly, want our money as fast as possible. So we want to make sure, what's that purchase price look like? How are we getting that payment? And how fast can we get that payment? And that's all we care about from the selling end. But then we want to make sure that we reduce as much risk as possible from our end of it. So whether it's trying to limit it by selling the property and what a term is called "as is", so what you see is what you get, and we're not representing and warranting anything that is selling in, you can come in here, you can do your inspections from top to bottom. So from the roof down all the way to the bottom, you take a look at everything, and you get yourself comfortable with the property because I'm not going to tell you that there is something wrong or not. Because sometimes I have no idea. As a seller, I'm a business owner. I don't know of anything, but what we see today, again, in that litigious world, is that you always see a finger pointing if something goes wrong with a property down the line. All of a sudden, they're saying well, you didn't properly disclose this on what we call a condition report that's required as well. So we try to get all those waivers built-in from the sellers and minimize any sort of representations and warranties, try to minimize contingencies as much as possible, and put those in there if needed. So for example, if the buyer needs financing, you're gonna see maybe a financing contingency, like I have to get a loan in order to pull this off. And you ultimately negotiate those terms, but you try to reduce, again, that timeframe on how long they have. And you want to ultimately lock in a buyer, from a seller's perspective, and the way you lock them in, you say, okay, look, you're building all these contingencies, and you keep telling me like, I definitely want to buy this property. I'm all in on this, then you know, what we say is we'll put your money where your mouth is, I'll make some of that earnest money non-refundable. And the more you put down, you know, as far as non-refundable, then you know, you're getting them locked in more so on one occasion, as we had, you know, six-figure non-earnest money or non-refundable earnest money, we knew that that buyer wasn't walking over, you know, they weren't just gonna cut that check and then walk away on there. So the more you can do all of that stuff, the more you lock it in. Now, the flip side of it is on the buyers, and then we look at it, and I draft up a commercial offer to purchase or agreement. You know, I'm building as much as my client wants, the property I'm trying to build out because we don't know where it could go in a month from now. Whether Financing falls through the cracks or there is an issue with the property. I'm building as many outs as possible. So we're building various contingencies that will be subject to buying that property all the way through the title, making sure that there's a good title that nothing's mucked up, I know that there's, let's say, there are mortgage liens, but there are other items on the title that could come back to haunt us. You know, we're doing our due diligence on special assessments. And so we want to have this property in a position where we know the ins and outs of it. And if something goes sideways, then we're out. We want to be able to pull out our earnest money, just having it refundable. And then getting as many reps and warranties from the salary of saying, look, we want you to fill out this disclosure report, we want you to tell us as much as you can about the property, understanding that you may not know everything, but if you have something we want to know about it. And then we take a look at all that stuff. And you know, as long as the buyer says, okay, I'm comfortable with that, let's get to the next step. And we keep moving it. So kind of that's in a nutshell, as far as when you're buying and selling commercial property. Hopefully that was helpful.

Let's talk about estate plans. Why should people have them?

Multiple reasons. One, if you have children, whether they're minors or adults here, you want to set them up, whether it's appointing or nominating guardians to put various protections in place and how you want your estate to be distributed to your kids. There is a true cost saving to having upfront estate planning. Because you avoid the unintended consequences that if you don't set up an estate plan, you're going to be most likely in court in the probate court, under some sort of jurisdiction by the court here and subject to our state laws. And then it's smart to have that long-term care planning, whether it's the nursing home planning or some sort of residential base facility planning. So you take a look at that, and you try, even if you're younger, to put that plan in place because obviously, tomorrow's never promised. And so the more that you can strategize, you know, to put your estate plan in, to tie it in as a business owner with succession planning, it always goes hand in hand. So, for example, we had a client when last year, he, unfortunately, passed away unexpectedly. And he had a multitude of businesses and a multitude of ventures. But the problem was that it wasn't very clear and clean on how everything was laid out, and he didn't have an estate plan. What ends up happening then is we're in probate court now. And we've been stuck in this court for a year. You know, from me, selfishly like a business standpoint, that's good because we're having legal fees and costs from a client standpoint, which is what we care about first. While there, the estate's incurring all these legal fees and costs when for minimal legal fees, if we would have set up the estate plan earlier, and got all this stuff done, we wouldn't have all these headaches and the fees and the cost and the time that are incurred and all this stuff. So it's one of those items that I'm guilty of it as well, and everyone is guilty of it, that we write down on our to-do list estate planning, and then it kind of gets pushed to the bottom. Until, you know, it becomes at some point something triggers us to ultimately say okay, like we're moving this up the priority list right now. And that's when it usually is triggered. Now we can talk more if you want about what an estate plan kind of looks like in general, but it's up to you.

Can you share with our listeners one of your most successful or favorite networking experiences that you've had?

Sure. You know, I'm a big believer in when you network, you network to build real relationships to have more organic, whether it starts as a friendship, and not as a sales pitch. So I'm just the opposite of "you go in a room and try to sell yourself" and all that. You try to go into a room and just be genuine and be yourself. One example would be that I was invited to a fairly large Christmas holiday event years ago, by a bank. Many lawyers in the room, many insurance representatives, and many accountants. So you have all these service industries that are all sitting in a room. And then you get some business owners there. And I think the business owners get attacked by all these attorneys and service providers as well. And, you know, I just take the opposite approach. And I'm in a room like that, because people have their guards up, and they don't want to be sold things. It's more of a social setting. And you just got to naturally do it, even in networking settings. I met a successful business owner, we just were talking whether it was about sports or life at the time, or kids and so forth. And it was just more of a natural way that ultimately led to us forming a relationship. They're forming a friendship and then eventually representing this individual in his company. So I liked that story, just briefly, because it shows it when you're in a room with a bunch of competitors, you stand out by just being yourself and not pushing the sales part of it, and you just try to be genuine to people and people see the authenticity. And you also see that if someone's just trying to sell a bag of goods, whether it's services or products.

How do you best nurture your network and community?

Well, truthfully, I feel like I've failed at that through the pandemic. I didn't do a good job. Partly, I mean, one of my kids had some health issues, so that kind of took us away. But you tried to reach out to your network, and remind yourself to set up, you know, whether it's a breakfast or a lunch or get together after work, whenever you find the time. As you said earlier, life is busy. So, you know, with four kids, on my end of it, I'm coaching a bunch of sports, so it's hard to get out to some of these networking events in the evenings as much as I want to. So you try to find time on a day-to-day to just reach out to people that you haven't talked to you in a while and stay in front of them. You know, I'm blessed that I've had, you know, some really good relationships that even though I may have fallen off a little bit during the pandemic, and focusing on some family stuff that people were still reaching out to me. And at the end of the year, I, you know, one thing that I do is I we send out Christmas cards from our office, and we typically will send out various gifts to our clients and our network and so forth as just a thank you for always being there for us.

What advice would you offer the business professionals looking to grow their network?

Be yourself, be genuine. Don't try to be somebody else. That's how you actually build that relationship when you look to try to help others out as well. So if you meet somebody that you hit it off with, see how you can help them in various ways. So if they're looking for an accountant, try to help them out with setting them up on the account. If they just have maybe some general questions out there, be there for them. And you'll be rewarded down the road as well. And here's what I have for selling or my services. You know, that doesn't go a long way. But if you try to help others out, whether it's that individual, or them ultimately then referring and saying, hey, Lori is a great person, like she's been helping me, we hit it off, she actually has been opening up doors to other people for me, I'm going to stuff or had a great referral for that encounter comes back to you.

If you could go back to your 20-year-old self, what would you tell yourself to do more of, less of, or differently with regards to your professional career?

If I could go back, you know, 20-plus years now, I would take that whole LinkedIn a lot more seriously. And, you know, I'm a traditional networking, grassroots kind of guy. Handshake and meet people. And that's how I believe in networking, and so forth. And going back 20 years when LinkedIn was just starting to come through and all that stuff, they being ahead of that curve, and really getting that digital and social media marketing part of the aspect as well. Because that can open up doors to millions of people in different ways. So if I go back, I'd want to study that more and understand that. There were multiple books early on, as we were all just trying to figure out the process of how social and digital media and marketing and networking were taking over.

So any final words of advice for our listeners with regards to growing and supporting your network?

All right, I'll repeat what I said earlier. Just be real, building relationships over time, cultivating those relationships one day at a time. Don't go in with a sales pitch, don't work, that it's all about the sales and, you know, the immediate, like, I gotta get this thing closed or services and people walk in the door because this just doesn't happen that way. I mean, on the rare occasion, maybe you just cross paths with somebody that might just happen to be looking for a digital marketing firm at that very moment. But most of the time, it's building that trust with an individual, letting them get to know who you really are, and what you're really about. You do that and you'll be rewarded.



Connect with Dino

LinkedIn: https://www.linkedin.com/in/dinoantonopoulos/