In recent years, crowdfunding has become a subject of great interest to entrepreneurs and small businesses. But what is crowdfunding and can it help your business?
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Part 2 of 2
In Part 1 of this blog, we discussed how failing to prepare your company for sale in advance of the sale transaction can have disastrous consequences for you. There are a number of relatively painless legal steps that you can take now to protect your company’s valuation, lower your potential post-closing liability, lower your M&A legal fees, and make the sale transaction quicker and smoother.
CLICK HERE for Part 1.
In Part 2 of this blog (below), we will discuss how far in advance of the sale transaction you should begin preparing your company’s legal affairs, how the buyer will discover whether your company has legal problems during the sale transaction process, and what some of the biggest legal issues are that tend to trip the seller up during the sale transaction.
Part 1 of 2
Someone once opened a fortune cookie at a Chinese restaurant that read, “Stop procrastinating—starting tomorrow.” While we are all guilty of occasional procrastination, failing to prepare your company for sale in advance of the sale transaction can have disastrous consequences for you. There are a number of relatively painless legal steps that you can take now to protect your company’s valuation, lower your potential post-closing liability, lower your M&A legal fees, and make the sale transaction quicker and smoother.
The comedian Rodney Dangerfield once said, “My wife and I were happy for 20 years. Then we met.” All kidding aside, one of the most important decisions we will make in our personal lives is who will be our spouse or significant other. Likewise, one of the most important decisions you will make in the life of your business is which type of legal entity you create for your new business, be it an S corporation, a C corporation, a limited liability company or a partnership. It’s worth noting that your choice of legal entity will have a significant impact on many aspects of your business, including taxation, liability protection, management, financing, complexity, size, maintenance costs and flexibility.
Election Day is tomorrow, and with all the news about long lines at the polls, electioneering and the like, it is important to the attorneys at Jones Waldo that members of our community know and understand their rights as it relates to participating in one of our most important civic responsibilities: voting.
The National Labor Relations Board and now an Administrative Law Judge (ALJ) have recently made statements and offered rulings that prohibit companies from restricting certain social media activities of their employees.
As 2012 winds down, the uncertainties about income and estate tax rates for 2013 persist. Unfortunately, it’s not entirely clear when we will have answers. Whether the 2001 and 2003 income tax cuts (i.e., the so-called Bush tax cuts) and/or the estate and gift tax rules enacted in 2010 will be allowed to expire is difficult to predict. Their fate will be in the hands of a lame duck Congress after the November election. If the Bush tax cuts are allowed to expire, the highest ordinary income tax rate will increase from 35% to 39.6%, the highest rate on long- term capital gains will increase from 15% to 20% and dividends will be taxed at ordinary income rates instead of 15%. A host of other tax breaks would also be eliminated.
As a general matter, if you enter into a contract, the other party breaches the contract, and you use an attorney to enforce the contract (for example, to collect money owed to you by the other party), you do not have a right to recover your attorneys’ fees unless the contract provides you that right. As a result, in many cases you want to have your contracts specify that if you engage an attorney to enforce your rights, and you prevail in the dispute, the other party has to pay your attorneys’ fees. For example, it is typical to include such language in a promissory note, so that the lender has a right to recover attorneys’ fees if one is needed to collect the amounts owed under the note.
When selling or leasing property, or in other kinds of transactions involving property, you may find yourself in a situation where you want to be the first person to try to buy the property if the owner ever wants to sell it. For example, if you lease a home, you may want some kind of right to buy it if the owner ever wants to sell the home in the future. This can apply to any kind of property, including real property, shares of stock, animals, and intellectual property.
On August 31, the Securities and Exchange Commission proposed amendments to SEC Rule 506 eliminating the prohibition against general solicitation and advertising in a Rule 506 offering when all purchasers are accredited investors. Under the proposal, companies issuing securities would be permitted to use general solicitation and general advertising to offer securities, provided that:
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