Archive for the ‘ Business ’ Category

 

The Cost of Business Liability Protection

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For operating businesses that own real estate–office space, warehouses, etc.–common advice is to put ownership of the property in a separate company.  The goal is to shield the property from judgment creditors of the operating business.  This isn’t bad advice, but as with everything in life, there are costs.  Obviously, there are the costs of [...]

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Comparing Nevada, Delaware and Florida LLCs on Privacy

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For some, it is important that their relationship with an LLC–either as member or manager–is kept private.  This post takes a quick look at how three popular states for the formation of LLCs–Nevada, Delaware and Florida–stack up on issue of privacy. Nevada: Premium Privacy, Premium Cost. Nevada promotes itself as offering strong privacy protection, but [...]

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Shareholders’ Agreement for Married Couple? Makes Sense.

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A growing law firm recently asked me to prepare a Shareholders’ Agreement for its two shareholders.  Making this request unusual is the fact that the shareholders are married to one another.  Do married shareholders need a Shareholders’ Agreement?  I think it’s a good idea. The prospect of divorce is one reason married shareholders might want [...]

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10 Things About Joint Ventures

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“Synergy.”  “Joint venture” is a generic buzz term referring to any business activity carried on with the active involvement of more than one company or person who share the profits or losses.  Importantly, the term “joint venture” means something different to everyone.  Proposing a joint venture is the beginning of the negotiation, not the end. [...]

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Are You Compliant with the Red Flags Rule?

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Beginning June 1, 2010, a number of businesses will have to comply with the Federal Trade Commission’s Red Flags Rule.  The Red Flags Rule requires certain businesses to develop and implement policies and procedures to protect consumers from identity theft.  The Red Flags Rule will apply to any business that extends credit to consumers, which [...]

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LLC Operating Agreement Information Guide

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This questionnaire will assist with the preparation of your LLC Operating Agreement.  You may not have a strong opinion on every item described below, but all of them should be adequately addressed in your Operating Agreement. I. GENERAL INFORMATION ABOUT THE LLC 1. Name   2. Mailing Address 3. Physical Address   4. Registered Agent   5. Registered Address   6. Business Purpose [...]

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Who is the “Prevailing Party”?

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Litigants are generally responsible to pay their own attorneys’ fees and costs (this is called the “American Rule,” as opposed to the “British Rule”).  But many contracts include a provision like the following:  Attorneys’ Fees.  In the event of a dispute between the parties with respect to this Agreement, the prevailing party shall be entitled to recover [...]

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Standard Terms in Non-Public Financing Transactions (S-Z)

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The following concludes this list of some of the standard terms that are used in financing transactions for start-up and other pre-IPO ventures.  Also see Standard Terms in Non-Public Financing Transactions (A-F) and Standard Terms in Non-Public Financing Transactions (G-R). S-3 Registration A simplified form of registration statement that may be used by certain companies [...]

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Standard Terms in Non-Public Financing Transactions (G-R)

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Following are more standard terms that are used in financing transactions for start-up and other pre-IPO ventures. IPO An acronym for “initial public offering.”  This term generally refers to the first public offering of stock by a company. Issued and Outstanding Stock Shares which the company has already sold, or “issued,” and that are presently [...]

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Standard Terms in Non-Public Financing Transactions (A-F)

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The following are some standard terms that are used in financing transactions for start-up and other pre-IPO ventures. Accredited Investor An investor who meets certain financial and other criteria specified in SEC Regulation D.  Examples of accredited investors include (1) individuals with a net worth of $1,000,000 or more or (2) individuals who have had [...]

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