What the …? I’m Selling Securities?!

You have a new business or you’re thinking about expanding your existing business. And you think it would be great to offer some shares or membership interest in your company to an outside investor. Nothing could be easier. Right? Wrong! You may be selling securities and will need to comply with federal and state securities … Read more

Sale of Entity that Received Paycheck Protection Program Funds

If you’re buying or selling an entity – or its assets – you should be aware of a new notice from the Small Business Administration (“SBA”). If the seller has received Paycheck Protection Program (“PPP”) funds, it must notify the funds lender that the seller intends to enter into a sales transaction that would constitute … Read more

Dropping the Use of LLC and Inc.

Your business is organized as a limited liability company, corporation or other entity. Its legal name includes a suffix such as ‘Inc.’ or ‘LLC’. However for marketing or other purposes, you wish to use the name without the suffix. A problem? Yes. Background Individuals, acting by themselves or with a group, are generally responsible for … Read more

Checklist of Buy/Sell Considerations

No two deals are alike. However, it’s useful to at least think about the following items when shaping and negotiating a deal. 1. Finding the buyer or seller    a. Networking, professional and social    b. Competitors    c. Business brokers    d. Investment bankers2. Useful professionals    a. Lawyer    b. Accountant    c. Investment banker    d. Tax advisor3. Before serious negotiations and discussions begin, consider    a. Entering into a confidentiality … Read more

Is Your Operating Agreement Complete?

You and your partners are successfully running your business. After talking to your accountants and lawyers – I am always hopeful – you decided to operate your business as a limited liability company and entered into an LLC operating agreement. This operating agreement governs your relative rights and obligations. I’m fairly certain that your operating … Read more

Trap for Business Owners: Piercing the Corporate Veil

Individuals, acting by themselves or with a group, are generally responsible for their actions; that is, they have general liability for their actions. By forming an entity such as a limited liability company or corporation, each individual in the group can shield himself from general liability, can limit his liability to his investment in the … Read more