THIS POST HAS BEEN SUPERSEDED. Please note the “simple” in the title. Look, I know that you want to save money and do it yourself. But this may be penny-wise and pound-foolish; there are nuances and details you may miss. Think about engaging a lawyer. There are lots of different types of entities and lots … Read more
You may have heard of this guy who used to live in my town Montclair, Yogi Berra. Yogi’s famously known for his words of wisdom, including: “You’ve got to be careful if you don’t know where you’re going, because you might get there.” Every business, new and old, needs to know where it’s going. Businesses … Read more
Until recently, new companies wishing to raise money – that had exhausted their sources from friends and family and had no access to angel or venture capitalists – needed to rely on the SEC’s Regulation A or D, regulations promulgated under the federal Securities Act of 1933. Nothing wrong with that, except that offerings under … Read more
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
This post is a primer on crowdfunding for entrepreneurs and other people who are not securities lawyers. Securities I’ll start by talking a bit about securities and then about equity and non-equity offerings. Bear with me; we’ll get to crowdfunding. What is a security? The most common types of securities are stocks, bonds and notes. … Read more
It’s imperative that businesses classify their employees properly for legal (and moral) reasons. Let’s consider the factors that determine whether a worker is an employee or an independent contractor and, if an employee, whether the worker is exempt from pay rate regulations. W-2 Employee or 1099 Independent Contractor Government taxing and labor agencies are both … Read more
Restrictive covenants – agreements not to do certain things – are common in employment agreements. The most common: non-disclosure, non-solicitation, and non-competition. Let’s talk about non-competition agreements or non-competes. Companies often ask employees to sign non-competes. Their basic purpose is to protect the employer when (inevitably?) the employee moves on to other (greener?) pastures, by … Read more
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