When preparing to sell a small or mid-size business, many owners focus on financial records and finding the right buyer. While those are critical components of any transaction, failure to address legal due diligence can threaten the integrity of the transaction. Legal due diligence is one of the most important steps a seller can take...
Legal Due Diligence Checklist for Selling a Small to Mid-Size Business
Under U.S. securities laws, offerings or sales of securities must be registered with the Securities and Exchange Commission (“SEC”) unless an exemption applies. Regulation A, often referred to as a “mini IPO,” is a registration exemption for certain public offerings, allowing eligible issuers to raise up to $75 million without the full SEC registration process....
After determining whether to structure a capital raise under Rule 506(b) or 506(c) of Regulation D, issuers of private funds or syndications must next consider which exemption to use under the Investment Company Act. The Investment Company Act requires “investment companies” to register with the Securities and Exchange Commission. Registration results in additional regulatory requirements...
This article will serve as an explanation of some of the basics around the formation and structure of a corporation. I am using examples for a typical corporation, but many of the concepts can apply to LLCs and the issuance of units to represent membership interests instead of stock. I) Capitalization People need to have...
Nov302021
Businesses can be categorized by law in several manners. And these classifications matter when it comes to determining how a business is recognized, how it’s taxed, and the personal liability, or lack thereof, of the business owners. Knowing how their business is set up and how it is categorized under the law is crucial for...
Oct262021
This article goes over the basic information about what a PPM is, when and why you may need one. This information is being provided as a general overview and a basic education of the common terms and federal securities laws involved with a PPM. Each state has its own securities laws and the discussion in...
Feb92021
After over 15 years of practicing law and being fortunate to own my own law firm for most of that time, I began to ponder what clients really look for in selecting a law firm. Last year brought businesses many challenges that we never would have imagined we would face when 2020 started. With these...
Why do I need an entity? The primary reason clients set up an entity is to separate the liability of the business from the individual owners. We represent many clients who need assistance in choosing the right entity structure for their business. What’s the best type of entity for my business? In short, it depends....