Lawyer:  Jennifer Sloane

Address:  Post Office Box 2890, Winter Park, Florida 32790

Phone:  407-599-7400

Email:  JSloane@Sloanelawoffice.com

Last Saturday Insider featured Jennifer Sloane’s golfing hobby in Out of the Office.  Sloane has a Winter Park, Florida out of home advertising legal practice.  Today Sloane discusses common legal mistakes which out of home companies make.  Tomorrow she talks about regulatory issues.

Jennifer, how did you get involved in the out of home advertising business?

While in undergraduate school, my summer job was as a receptionist at a lawyer’s office who happened to represent most of the major billboard companies in Florida; Jerry Livingston.  I decided to pursue a legal career and naturally worked with Jerry after graduating law school.  After some time, I decided to work at a large firm to get more involved with trial work and one of the billboard companies followed me in my transition.   After a year, that billboard company got a deal with a private investment group who took them national.  My client asked me to join the company as General Counsel/Sr. VP.  The Company was Bressler Outdoor, which later become known as Olympus Media Group.   The rate of growth was intense. I handled everything for that company, whether it was the formation of employee stock plans, the creation of company policies, the creation of leases and ad contracts, handling challenges of permit denials, millions of dollars of acquisitions each month, employment issues, collection issues, you name it.   Every Monday we sent a team of road warriors out into various states who would help grow the company via internal growth. Then, one day, our management team was all boarding a plane in Orlando to go to the OAAA annual conference in New York when the events of 9/11 happened.   This event had such a profound impact on everyone’s business and our OOH business was no exception.  Not long after this event, we had a change in management and Jim McLaughlin became the new CEO of Olympus Media Group.   I negotiated a deal to continue representing Olympus but through my own practice as opposed to in-house counsel.   While my new law practice allowed me to work for many clients in various industries, there was a natural tendency to work for those in the OOH industry.  People I worked with, or crossed paths with, in our industry would refer billboard related issues to me based on my experience. I can now proudly say that I have been representing OOH clients for 20 years.

What common legal mistakes do out of home companies make.

• When purchasing assets, the biggest mistake is not doing proper due diligence and ending up with a sign or signs that have significantly less value than what was paid. Often Buyers check leases and permits.  But if they do not do a full title search, it could turn out that the Lessor is not the title owner of the land or there is an easement that interferes with the sign’s existence.  Or failing to actually take a physical look at the asset could result in buying a sign that clearly overhangs a neighbor’s lot or is about to be significantly blocked by right of way vegetation that cannot be removed.   Due diligence is so much more than just running numbers and verifying permits.  And trying to save money on the front end by not doing the extra work can end up costing Buyer’s significantly more in the long run.

• Hiring an attorney without out-of-home experience to draft up purchase agreements is a huge mistake. Sure, any attorney can draft a satisfactory purchase agreement.  But seasoned out of home attorneys have seen all the tricks in the book and know how to write a purchase agreement that will protect the Buyer from the issues specific to our industry.  For example, there was time back in early 2000 when I came across several incidents in which a Seller would provide what looked like legitimate advertising contracts.  However, it later turned out those contracts were with a family member’s business.  Of course, after the closing, the advertiser would not renew and the sales team found that market rates were not as high.  So now all the purchase agreements I draft have a clause about unrelated advertisers.  This is just one example of how utilizing attorneys with actual out of home experience can truly protect a Buyer from industry related issues.

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