Hostile Takeovers
Companies that combine, sell, and buy businesses use two different strategies to achieve their goals: mergers and acquisitions. While many mergers and acquisitions are harmonious, sometimes companies...
View ArticleWhat Startup Companies Should Know about Employees and Independent Contractors
When deciding whether to use employees or independent contractors, companies often consider cost as a deciding factor. Choosing to use independent contractors over employees appears to be a good...
View ArticleFinders…Beware
A Finder by any other name would smell…like a Finder. With all due respect to William Shakespeare, the SEC, in a recent no action letter, once again confirmed its longstanding position that regardless...
View ArticleAccredited Investors and Common Securities Exemptions
An accredited investor is an individual or a financial entity that has been recognized by the Securities and Exchange Commission as being sophisticated enough to handle large investments. Under...
View ArticleThe Benefits of Initial Public Offerings
When a corporation needs to raise a large amount of capital, an initial public offering can be a wise course of action. To conduct an initial public offering, a corporation’s shares are made available...
View ArticleRights and Responsibilities After Mergers and Acquisitions
When conducting mergers and acquisitions, companies should be aware of the many rights and responsibilities that accompany these processes. This is particularly important when it comes to tax...
View ArticleThe Benefits of Private Placement Memorandums
When conducting a private placement offering, there is one essential document that companies must draft: a Private Placement Memorandum. This document outlines all of the disclosures required by law...
View ArticleForming LLCs vs. Corporations
When setting up your business, you should choose your structure carefully, as whichever structure you choose will have profound implications for taxes, regulatory restrictions, finance considerations,...
View ArticleConducting Due Diligence During a Merger
If you plan to acquire a business through a merger, you will need to conduct an in-depth investigation of that business before proceeding with the transaction. This process is called due diligence, and...
View ArticleAdopting an Operating Agreement
The purpose of an operating agreement is to establish the rights, powers, duties, liabilities, and obligations of the members between themselves and with respect to the LLC. An operating agreement aids...
View ArticleModifications to “Accredited Investor” Definition
Buried deep in the (literally) thousands of pages in The Dodd-Frank Wall Street Reform and Consumer Protection Act are changes to Regulation D and the accredited investor definition. Currently,...
View ArticleFINRA to Brokers – Time to (Further) Open Up the Kimono
Financial Industry Regulatory Authority (FINRA) has announced that it is expanding its free, online service, BrokerCheck, to reveal additional and more detailed information concerning brokers and...
View ArticleThe Benefits of a Multi-Tier Corporate Structure
As businesses grow, it is not uncommon for them to establish and control several subsidiary companies. Establishing subsidiary companies can be of great benefit to a parent company, as they offer the...
View ArticleImportant Considerations When Investing in Private Placement Offerings
Some people consider an investment in a Private Placement Offering (PPO) to be speculative and highly risky. While there is a certain amount of risk to investing in PPOs, there are regulations in place...
View ArticleConducting Follow-On Offerings
After completing an initial public offering (IPO), a company may decide to offer additional securities, either debt or equity, to the public. These offerings are referred to as “follow-on” offerings...
View ArticleNegotiating Shareholder Agreements
Shareholder agreements are documents that provide businesses with a roadmap of how to act in certain situations. A shareholder agreement is negotiated and executed so that common procedures will be...
View ArticleDrafting a Buy-Sell Agreement
A buy-sell agreement is meant to protect the interests of the business and all the partners involved by establishing guidelines for selling the business shares. A company’s buy-sell agreement should...
View ArticleInitial Staff Guidance on Revised Net Worth Test for “Accredited Investor”
In our post dated July 19, we noted that as a result of the adoption of the Wall Street Reform Act, one of the definitions of “Accredited Investor” was amended to exclude from the calculation of an...
View ArticleThe Business Judgment Rule and Director Liability
The business judgment rule is a legal concept that gives the directors and officers of a corporation a measure of protection against liability while they are conducting business for their corporation....
View ArticleSpecial Purpose Acquisition Corporations Benefit Mergers
Special Purpose Acquisition Companies (SPACs) can offer a number of advantages to benefit mergers–from creating more liquidity to attracting new investors. A Special Purpose Acquisition Company or...
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