Strictly Business
A legal blog on private funds, startups, and venture capital.
Strictly Business
A legal blog on private funds, startups, and venture capital.
How the Federal Government Taxes LLCs
One of the benefits to using a limited liability company is the flexibility of being able to choose how the entity is taxed. After a new LLC is formed, its owners must decide the method by which they would like…
One More Reason to Comply with Securities Laws: Potential Loss of Your IP
As I’ve mentioned before, it’s very important for growing companies to comply with securities laws, even during the initial seed and friends and family rounds of financing. The possibility of lawsuits and even fines and other criminal penalties give founders…
Working Effectively with Your Lawyer: What can a client do to keep legal bills low?
One of the things that business people find most objectionable about the legal industry is the high cost of legal services. Bills often exceeds estimates, sometimes by many multiples. However, while many clients think that the size of the legal…
Rep. McCarthy (R-CA) introduces legislation to eliminate ban on general solicitation for private placements.
Representative Kevin McCarthy (R-CA and House Majority Whip) recently introduced the Access to Capital for Job Creators Act (H.R. 2940), which would remove the ban on general solicitation for securities offering conducted under Rule 506 of Regulation D. Rule 506…
Should you ask potential investors to sign an NDA?
I am frequently asked by entrepreneurs whether I think a startup should ask potential investors to sign a non-disclosure agreement (NDA). While the answer depends largely on the situation, my view is that in most cases an NDA is unnecessary…
Is action forthcoming on a crowdfunding exemption to Federal securities laws?
Previously, I highlighted a proposed Startup Exemption to Federal securities laws, which would allow small companies to “crowdfund” (i.e. raise small amounts of money as startup capital from a large number of participants over the internet). At the time, I…
Obama’s Proposed American Jobs Act Contains Tax Increase on Private Fund Managers
The American Jobs Act, recently proposed by President Obama, contains a provision closing the co-called “carried interest tax loophole” that benefits many investment fund managers. Just about all hedge funds, real estate investment partnerships, private equity funds, and venture capital…
Private Placements: What happens if you fail to file Form D (or file it late)?
Form D is a document that the SEC requires a company to file when it issues securities in a private placement under Regulation D. It must be filed with the SEC within 15 days of the first sale of a…
5 Legal Mistakes Often Made By Startups
Entrepreneur magazine recently posted an article on their blog describing five overlooked legal mistakes that entrepreneurs often make. It’s a good worthwhile read. The mistakes mentioned are: Making handshake deals (i.e. not in writing) with clients and vendors. Choosing the…