legal services for innovators, start-ups & entrepreneurs
Generally speaking, if a company wishes to raise funds by selling or offering its securities it must register those securities with the Securities and Exchange Commission. However, there are numerous exemptions to this requirement to register. Although Reg D’s Rule 506 is the most widely used, there are also exemptions under Reg A, Rule 504 … Read more
According to investigative reporter Shoshana Walter: In response to the American Rehab series from the Center for Investigative Reporting, Senators Elizabeth Warren and Tammy Baldwin have asked the US Government Accountability Office to investigate unpaid labor at drug rehab programs. In their letter, the senators state that working people without pay violates federal law. “Requiring … Read more
Looper reports that the late Sir Sean Connery — who will always be my James Bond — had an unusual clause in his movie employment contracts. According to Alan Moore, the award winning comic book writer and creator of Watchmen, V for Vendetta, Batman: The Killing Joke and The League of Extraordinary Gentlemen, among many … Read more
It’s not unusual for an unmarried couple to buy a house or other property together. Usually, they do this as tenants in common. (You can check this on your deed or title insurance policy.) In a tenancy in common, each owner owns a share of the same undivided property. Each owner may, in the absence … Read more
Tom Lehrer, the 92-year old musical satirist (and inventor of the jello shot), has released all of the lyrics to his musical works into the public domain. In the absence of this release, his words would have remained copyrighted until at least 70 years after his death. “I, Tom Lehrer, and the Tom Lehrer Trust … Read more
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
We live in a litigious world. It’s not unusual for directors and officers of a company or other organization to be sued — sometimes simply — because they are directors and officers of the organization. Directors and officers may be sued for a variety of reasons, including: Breach of fiduciary duty which results in financial … Read more
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
Outside of a dog, a book is man’s best friend. Groucho Marx Your business is doing well. So well, that you’re thinking it’s time to expand. One possibility is to slowly continue to build the business by adding customers or clients one at a time. Another possibility is to quickly add new customers or clients by … Read more
The U.S. military apparently needs an intellectual property lawyer. Although the United States Space Force, the newest branch of the U.S. armed forces was announced two years ago, no one bothered to register the trademark. Well, that’s not quite accurate. The U.S. did apply to use the name ‘Space Force’ on clothing, two months after … Read more
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
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 of different states. We’re going … 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