Forming an LLC? Why not an S Corp?

Founders may form many types of entities, including partnerships and regular corporations (C Corps), but two of the most popular types are limited liability companies (LLCs) and Subchapter S corporations (S Corps). Generally speaking, LLCs and S Corps are entities that allow profits and losses to be passed through to the owners of the entity, … Read more

Limerick: George Santos

There was a young man called George Santos / Whose life was a series of scant hopes / Thought he, “nothing can beat / A congressional seat” / So he lied and he lied, and he lied and he lied, and he lied and he lied, to the utmost

Limerick: FTX

An elderly lady with old money and new / Invested her wealth with the FTX crew / They bungled and stole / Left her deep in a hole / And now the old woman, she lives in a shoe / More on digital assets.

The Lighter Side of Contracts

Here are two examples of contractual provisions that just made me chuckle: The first is from an asset purchase agreement. It’s not unusual for contracts to provide that the death of a key person will be a default. But how many allow that particular default to be cured? Buyer shall be in default under the … Read more

Starting a 501(c)(4) Organization

It’s Not a 501(c)(3) A 501(c)(4) organization is an organization not organized for profit and operated exclusively to promote social welfare. 501(c)(3) and 501(c)(4) organizations are different. 501(c)(3) organizations are organized for charitable purposes; 501(c)(4) for social welfare purposes Both types of organizations are exempt from federal taxes, but only the 501(c)(3) organizations may receive … Read more

COVID Provoked COBRA Changes

The Consolidated Omnibus Budget Reconciliation Act (“COBRA”) gives workers who lose their health benefits and their families the right to choose to continue group health benefits for limited periods of time under certain circumstances such as job loss, reduction in the hours worked, transition between jobs, death and divorce. Qualified individuals may be required to … Read more