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Monday, January 27, 2014

The importance of properly documenting the issuance of stock.

In December 2013, the Delaware Chancery Court rendered a decision highlighting the importance of properly documenting the issuance of stock.  Read on to learn what this means and why it is important.


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Sunday, January 19, 2014

What is an accredited investor and, as a company, why should you care?

What is an accredited investor and, as a company, why should you care?

An accredited investor is an individual who meets certain financial criteria; specifically, an individual whose annual income is $200,000 (or $300,000 jointly with a spouse) or an individual whose net worth is $1 Million (excluding their primary residence).    An accredited investor is deemed “financially sophisticated” and is therefore assumed to be able to “fend” for themselves.   The result of this underlying policy is that it is easier for a company to sell securities to an accredited investor.  In order to explain why, I offer the following brief summary of the securities laws.


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Wednesday, January 8, 2014

What does your nonprofit need to do to comply with the Nonprofit Revitalization Act? Part 2

We previously discussed 4 of the larger changes that the Nonprofit Revitalization Act makes.  In this post, we follow-up with 6 additional provisions every nonprofit should take into consideration.

Additional provisions:

1. Elimination of Types.

Rather than having the four “letter types” of not-for-profit corporations (Types A, B, C, and D) the law will be simplified to have two categories of nonprofits: charitable and non-charitable.


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Monday, January 6, 2014

What does your nonprofit need to do to comply with the Nonprofit Revitalization Act? Part 1

In sum, a nonprofit must (i) develop a conflict of interest policy or confirm that its current policy complies with the new regulations, (ii) develop a whistleblower policy, (iii) ensure that its financials meet the revised auditing requirements and (iv) ensure that it complies with the audit oversight policies.  


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Tuesday, December 24, 2013

Mistake #7 of 7: Not implementing and maintaining a website privacy policy.

Almost all businesses have an online presence in the form of a website. A privacy policy is your statement to visitors of the website about whether you are gathering their information and what you will do with that information. A privacy policy may also contain important disclaimers that reduce or eliminate your liability for the information on the website. You might think that your website doesn’t gather information and thus it doesn’t need a privacy policy. However, if you track how individuals interact with your company’s website, you are collecting certain information about the visitors.


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Sunday, December 1, 2013

Mistake #6 of 7: Failing to abide by the security laws.

Often entrepreneurs accept investment from friends and family in order to get their business started.  While this appears innocent, by accepting money in exchange for an ownership stake in your company, you are engaging in a sale of securities.  This activity is subject to significant regulation.  In fact, the Securities Act of 1933 contains a blanket restriction upon the sale of securities unless you file a registration statement with the Securities and Exchange Commission or the transaction is exempt from registration. 


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Thursday, November 28, 2013

Mistake #5 of 7: Not creating an employee handbook.

An employee handbook is an important communication tool between your business and its employees.   An employee handbook should set forth the policies of your entity, thereby establishing your expectations of your employees and describing what your employees can expect from you.  The violation of these policies creates the basis to terminate an employee for misconduct.   The failure to promulgate these policies could result in the company being forced to pay unemployment to a terminated employee despite the company believing that the termination was justified.  Often, employee handbooks cover the following:  General Employment Information, Anti-discrimination/harassment Policies, Compensation Policies, Standards of Conduct, Safety and Security, Computer Policies, Employee Benefits, Leave Policies, Non-disclosure and Conflict of Interest Policies


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Monday, November 18, 2013

Mistake #4 of 7: Failing to maintain corporate formalities.

As I discussed in the last entry, one of the main reasons to incorporate is to protect your individual assets.  In this entry, we discuss the importance of maintaining “corporate formalities.”  This is required to ensure that your individual assets remain protected throughout the life of your business.  In other words, failing to maintain corporate formalities can result in a court or the Internal Revenue Service (“IRS”) “piercing the corporate veil” and holding you personally accountable for your corporation’s debts.


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Friday, October 11, 2013

Mistake #3 of 7: Failing to incorporate.

Why incorporate?  By incorporating your business, you separate and protect your individual assets in the event a lawsuit or liability is levied against the entity.   In other words, your company’s creditors are prevented from looking to your individual assets to satisfy your company’s debts.  In addition, incorporation provides your entity perpetual ex


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Sunday, September 1, 2013

Mistake #2 of 7: Failing to protect intellectual property.

Intellectual property can be one of the most important components of a company.  Intellectual property includes inventions, trade secrets, designs and original works of authorship.  Failing to protect these valuable business assets can negatively impact your business operations. Furthermore, should you want to engage in fundraising (or even eventually sell your business) failure to protect your intellectual property will negatively impact these transactions.


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Thursday, August 15, 2013

Mistake #1 of 7: Oral Agreements.

Business owners often start off their enterprise with handshakes and oral promises.  The failure to reduce your agreements to writing creates substantial risks.  A thoughtfully crafted agreement protects you by, among other things, defining your rights and obligations, outlining payment terms, limiting your exposure to damages, and setting forth the governing law should a dispute arise.


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