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CANAL STREET
Commercial Real Estate Understanding Your Commercial Lease: Utilities, Maintenance, and Repairs by Gideon Dionne. To understand the true cost of your commercial lease, you have to understand what utility services you’re responsible to provide and what parts of the IVLG | BLOG | RAISING CAPITAL FROM FOREIGN INVESTORS Corporate Finance & Securities Raising Capital from Foreign Investors—Regulation S by Kyle Hulten. If you’re a founder of a U.S. company thinking about raising capital from foreign investors, chances are good that you’ll want to utilize Regulation S.. There’s a general rule in the United States that if you want to sell stock in your business, you have to register the stock offering ATTORNEY-CLIENT PRIVILEGE: WHAT TO KNOW TO PROTECT YOUR Attorney work-product privilege is similar to attorney-client privilege in that it protects information from compelled disclosure, including communications between an attorney and client related to legal advice. But attorney-client privilege is a narrower privilege. Attorney work-product privilege is broad protection of all of theattorney’s
THE DEFINITION OF “ACCREDITED INVESTOR” AND WHY IT MATTERSSEE MOREON INVIGORLAW.COM
BUSINESS PURCHASE AND SALE: CONSIDERING EMPLOYEESSEE MORE ONINVIGORLAW.COM
SHOULD I SPIN OFF A DIVISION OF MY BUSINESS TO FORM A Business Startup Should I spin off a division of my business to form a separate company?: Legal issues to consider. by Gideon Dionne. There may be a time in your career as a business owner or entrepreneur when you consider a corporate spin off or other business divestiture (also known as a “divesture” ). The legal, accounting, and other business issues surrounding such a transaction can be INTERNATIONAL TRADEMARK APPLICATION TIMELINE International Trademark Application Timeline Time (Months) 0 File International trademark application at the USPTO registry who will check the application as to formalities. KEY TERM SHEET PROVISIONS: PAY TO PLAY Pay to play provisions encourage investors to participate in subsequent rounds of investment. Such provisions provide incentive to continue investing by providing that if investors don’t participate in subsequent rounds proportionally to their investment, their preferred stock will automatically convert to common stock. From an economics standpoint the pay to play provisions motivate NEW LAW MAKES RESALE OF PRIVATE STOCK EASIER IVLG | BLOG | BROKER-DEALER REGULATION BASICS The Exchange Act, in Section 3 (a) (5) (A), defines a “dealer” as a person or company engaged in the business of buying and selling securities for their own account. This definition is analyzed in two parts: Whether a person or company is “buying and selling securities for its own account,” and. Whether a person is engaged in thatCANAL STREET
Commercial Real Estate Understanding Your Commercial Lease: Utilities, Maintenance, and Repairs by Gideon Dionne. To understand the true cost of your commercial lease, you have to understand what utility services you’re responsible to provide and what parts of the IVLG | BLOG | RAISING CAPITAL FROM FOREIGN INVESTORS Corporate Finance & Securities Raising Capital from Foreign Investors—Regulation S by Kyle Hulten. If you’re a founder of a U.S. company thinking about raising capital from foreign investors, chances are good that you’ll want to utilize Regulation S.. There’s a general rule in the United States that if you want to sell stock in your business, you have to register the stock offering ATTORNEY-CLIENT PRIVILEGE: WHAT TO KNOW TO PROTECT YOUR Attorney work-product privilege is similar to attorney-client privilege in that it protects information from compelled disclosure, including communications between an attorney and client related to legal advice. But attorney-client privilege is a narrower privilege. Attorney work-product privilege is broad protection of all of theattorney’s
THE DEFINITION OF “ACCREDITED INVESTOR” AND WHY IT MATTERSSEE MOREON INVIGORLAW.COM
BUSINESS PURCHASE AND SALE: CONSIDERING EMPLOYEESSEE MORE ONINVIGORLAW.COM
SHOULD I SPIN OFF A DIVISION OF MY BUSINESS TO FORM A Business Startup Should I spin off a division of my business to form a separate company?: Legal issues to consider. by Gideon Dionne. There may be a time in your career as a business owner or entrepreneur when you consider a corporate spin off or other business divestiture (also known as a “divesture” ). The legal, accounting, and other business issues surrounding such a transaction can be INTERNATIONAL TRADEMARK APPLICATION TIMELINE International Trademark Application Timeline Time (Months) 0 File International trademark application at the USPTO registry who will check the application as to formalities.INVIGOR LAW GROUP
We are a team of entrepreneurial-minded Seattle business lawyers that communicate in plain language, offer flat rates, and strive to alwaysbe accessible.
KEY TERM SHEET PROVISIONS: PAY TO PLAY Pay to play provisions encourage investors to participate in subsequent rounds of investment. Such provisions provide incentive to continue investing by providing that if investors don’t participate in subsequent rounds proportionally to their investment, their preferred stock will automatically convert to common stock. From an economics standpoint the pay to play provisions motivate BUSINESS PURCHASE AND SALE: CONSIDERING EMPLOYEES Business Purchase and Sale: Considering Employees. by Gavin Johnson. One of the most important parts of a business is the people doing the day-to-day work. When looking into purchasing a business, it’s important to identify and understand the needs and rights of key employees, review existing employment agreements, and consider anyemployment
UNDERSTANDING YOUR COMMERCIAL LEASE: TAXES Commercial Real Estate Understanding Your Commercial Lease: Taxes by Gideon Dionne. Taxes are another important consideration when working towards understanding your commercial lease.The tax provisions of your lease will detail what taxes are required to be paid by the tenant and what taxes are required to be paid by the landlord. IVLG I BLOG I COMMERCIAL LEASE SERIES This post will give you a basic overview of the different commercial lease structures: Triple Net (or NNN) Lease. Base Year Lease. Gross Lease. Percentage Rent Lease. Absolute/Total Net Lease. Modified Gross Lease. Triple Net (NNN) Lease. The triple net lease is a common lease, particularly in the retail market. THE DEFINITION OF “ACCREDITED INVESTOR” AND WHY IT MATTERS Corporate Finance & Securities The Definition of “Accredited Investor” and Why It Matters by Gavin Johnson. The definition of accredited investor is a topic we’ve touched on briefly in several posts throughout the years, but today’s post dives specifically into the definition of “accredited investor” as defined in Rule 501 of Regulation D of the Securities Act of 1933. TRADEMARKS: SHOULD YOU REGISTER AT THE STATE OR FEDERAL It costs $55.00 to file for a new mark (unless you request the registration to be expedited, in which case it costs an additional $50.00). You are required to renew your trademark at the state level every five years for a fee of $50.00. RCW 19.77 lays out trademarklaws
HEDGE FUND SERIES
Limited Liability Limited Partnerships. To further complicate the choice of entity analysis, there is a relatively new entity that can be utilized for a hedge fund called a limited liability limited partnership. In an LLLP, by having the limited partnership make an election under state law, the general partners are afforded limitedliability
SEED FINANCINGS: COMPARING CONVERTIBLE DEBT, KISS AND SAFE Corporate Finance & Securities Seed financings: comparing convertible debt, KISS and SAFE docs, and priced equity by Kyle Hulten. Today we’re looking at the different types of documents frequently used toraise seed rounds.
RAISING CAPITAL IN FRIENDS AND FAMILY FINANCING ROUND In today’s post we’ll talk about six different exceptions that allow you to raise money from folks who aren’t accredited investors. I’ll start by discussing the exceptions most likely to be helpful—though the best option for your friends and family financing round will depend heavily on your particular circumstances.INVIGOR LAW GROUP
We are a team of entrepreneurial-minded Seattle business lawyers that communicate in plain language, offer flat rates, and strive to alwaysbe accessible.
KEY TERM SHEET PROVISIONS: PAY TO PLAY Pay to play provisions encourage investors to participate in subsequent rounds of investment. Such provisions provide incentive to continue investing by providing that if investors don’t participate in subsequent rounds proportionally to their investment, their preferred stock will automatically convert to common stock. From an economics standpoint the pay to play provisions motivate INTEGRATION IN SECURITIES OFFERINGS Integration is a term in securities law that is used to describe a situation where the regulating authority (the Securities and Exchange Commission (SEC) and state securities regulators) determines that multiple securities offerings should be considered one large securities offering, or IVLG | BLOG | BROKER-DEALER REGULATION BASICS The Exchange Act, in Section 3 (a) (5) (A), defines a “dealer” as a person or company engaged in the business of buying and selling securities for their own account. This definition is analyzed in two parts: Whether a person or company is “buying and selling securities for its own account,” and. Whether a person is engaged in that NEW LAW MAKES RESALE OF PRIVATE STOCK EASIER MAJOR ISSUES TO CONSIDER WHEN DRAFTING OR REVIEWING A NONSEE MORE ONINVIGORLAW.COM
HEDGE FUND SERIES
Limited Liability Limited Partnerships. To further complicate the choice of entity analysis, there is a relatively new entity that can be utilized for a hedge fund called a limited liability limited partnership. In an LLLP, by having the limited partnership make an election under state law, the general partners are afforded limitedliability
CANAL STREET
Commercial Real Estate Understanding Your Commercial Lease: Utilities, Maintenance, and Repairs by Gideon Dionne. To understand the true cost of your commercial lease, you have to understand what utility services you’re responsible to provide and what parts of the THE DEFINITION OF “ACCREDITED INVESTOR” AND WHY IT MATTERSSEE MOREON INVIGORLAW.COM
UNDERSTANDING CONTRACT TERMS (POST 12): THE WAIVER CLAUSE Simply put, to waive something means to not enforce it. Waiver clauses, then, are clauses in a contract that govern (1) how a party to the contract can waive a right and (2) what happens when a party to the contract waives the right. To highlight how a waiver clause might work by way of example, assume you are a service provider.INVIGOR LAW GROUP
We are a team of entrepreneurial-minded Seattle business lawyers that communicate in plain language, offer flat rates, and strive to alwaysbe accessible.
INTEGRATION IN SECURITIES OFFERINGS Integration is a term in securities law that is used to describe a situation where the regulating authority (the Securities and Exchange Commission (SEC) and state securities regulators) determines that multiple securities offerings should be considered one large securities offering, or KEY TERM SHEET PROVISIONS: PAY TO PLAY Pay to play provisions encourage investors to participate in subsequent rounds of investment. Such provisions provide incentive to continue investing by providing that if investors don’t participate in subsequent rounds proportionally to their investment, their preferred stock will automatically convert to common stock. From an economics standpoint the pay to play provisions motivate IVLG | BLOG | BROKER-DEALER REGULATION BASICS The Exchange Act, in Section 3 (a) (5) (A), defines a “dealer” as a person or company engaged in the business of buying and selling securities for their own account. This definition is analyzed in two parts: Whether a person or company is “buying and selling securities for its own account,” and. Whether a person is engaged in that NEW LAW MAKES RESALE OF PRIVATE STOCK EASIER IVLG | BLOG | WHEN IS A PARENT COMPANY LIABLE FOR A A parent corporation may be liable for its subsidiaries’ obligations when state law supports “piercing the corporate veil”–a legal term of art that means disregarding the liability protection afforded by a limited liability entity such as a corporation or limited liability company. To pierce the corporate veil and find aCANAL STREET
Commercial Real Estate Understanding Your Commercial Lease: Utilities, Maintenance, and Repairs by Gideon Dionne. To understand the true cost of your commercial lease, you have to understand what utility services you’re responsible to provide and what parts of the MAJOR ISSUES TO CONSIDER WHEN DRAFTING OR REVIEWING A NONSEE MORE ONINVIGORLAW.COM
HEDGE FUND SERIES
Limited Liability Limited Partnerships. To further complicate the choice of entity analysis, there is a relatively new entity that can be utilized for a hedge fund called a limited liability limited partnership. In an LLLP, by having the limited partnership make an election under state law, the general partners are afforded limitedliability
UNDERSTANDING CONTRACT TERMS (POST 12): THE WAIVER CLAUSE Simply put, to waive something means to not enforce it. Waiver clauses, then, are clauses in a contract that govern (1) how a party to the contract can waive a right and (2) what happens when a party to the contract waives the right. To highlight how a waiver clause might work by way of example, assume you are a service provider. THE CANAL STREET BLOG Trade secrets are items of confidential information that businesses use to gain an advantage over their competitors. For some businesses, trade secrets are significant assets. Laws governing the use, disclosure, and protection of trade secrets are important for most business owners to understand. Both state and federal laws governtrade secrets.
UNDERSTANDING YOUR COMMERCIAL LEASE: TAXES Commercial Real Estate Understanding Your Commercial Lease: Taxes by Gideon Dionne. Taxes are another important consideration when working towards understanding your commercial lease.The tax provisions of your lease will detail what taxes are required to be paid by the tenant and what taxes are required to be paid by the landlord. THE DEFINITION OF “ACCREDITED INVESTOR” AND WHY IT MATTERS Corporate Finance & Securities The Definition of “Accredited Investor” and Why It Matters by Gavin Johnson. The definition of accredited investor is a topic we’ve touched on briefly in several posts throughout the years, but today’s post dives specifically into the definition of “accredited investor” as defined in Rule 501 of Regulation D of the Securities Act of 1933. TRADEMARKS: SHOULD YOU REGISTER AT THE STATE OR FEDERAL It costs $55.00 to file for a new mark (unless you request the registration to be expedited, in which case it costs an additional $50.00). You are required to renew your trademark at the state level every five years for a fee of $50.00. RCW 19.77 lays out trademarklaws
SHOULD I SPIN OFF A DIVISION OF MY BUSINESS TO FORM A Business Startup Should I spin off a division of my business to form a separate company?: Legal issues to consider. by Gideon Dionne. There may be a time in your career as a business owner or entrepreneur when you consider a corporate spin off or other business divestiture (also known as a “divesture” ). The legal, accounting, and other business issues surrounding such a transaction can be ATTORNEY-CLIENT PRIVILEGE: WHAT TO KNOW TO PROTECT YOUR Attorney work-product privilege is similar to attorney-client privilege in that it protects information from compelled disclosure, including communications between an attorney and client related to legal advice. But attorney-client privilege is a narrower privilege. Attorney work-product privilege is broad protection of all of theattorney’s
WHO IS LIABLE, ME OR THE BUSINESS? AGENCY LIABILITY ISSUES An agency relationship is a legal relationship between two parties that permits one of those parties to act on behalf of the other party. The acting party is referred to as the “agent”, and the “principal” is the party on whose behalf the agent is acting. These types of relationships are SEC SAYS CRYPTOCURRENCIES BITCOIN AND ETHER ARE NOT What does this mean for federal regulation of Bitcoin, Ether, and other cryptocurrencies? While federal officials from the Commodity Futures Trading Commission (CFTC) have been clear since 2014 that the CFTC considers cryptocurrencies to be commodities within the definition of the Commodity Exchange Act, the SEC has not been as definitive in saying whether cryptocurrencies are not securities.CANAL STREET BLOG
CAM expenses are specifically those expenses associated with Common Area Maintenance, such as expenses to maintain hallways, elevators, lobbies, parking, landscaping, and the building generally. Operating Expenses include CAM expenses, taxes, insurance, tenant specific expenses (that are not separately metered and billed directly to thetenant
INTERNATIONAL TRADEMARK APPLICATION TIMELINE International Trademark Application Timeline Time (Months) 0 File International trademark application at the USPTO registry who will check the application as to formalities.INVIGOR LAW GROUP
We are a team of entrepreneurial-minded Seattle business lawyers that communicate in plain language, offer flat rates, and strive to alwaysbe accessible.
KEY TERM SHEET PROVISIONS: PAY TO PLAY Pay to play provisions encourage investors to participate in subsequent rounds of investment. Such provisions provide incentive to continue investing by providing that if investors don’t participate in subsequent rounds proportionally to their investment, their preferred stock will automatically convert to common stock. From an economics standpoint the pay to play provisions motivate INTEGRATION IN SECURITIES OFFERINGS Integration is a term in securities law that is used to describe a situation where the regulating authority (the Securities and Exchange Commission (SEC) and state securities regulators) determines that multiple securities offerings should be considered one large securities offering, or IVLG | BLOG | BROKER-DEALER REGULATION BASICS The Exchange Act, in Section 3 (a) (5) (A), defines a “dealer” as a person or company engaged in the business of buying and selling securities for their own account. This definition is analyzed in two parts: Whether a person or company is “buying and selling securities for its own account,” and. Whether a person is engaged in that NEW LAW MAKES RESALE OF PRIVATE STOCK EASIER MAJOR ISSUES TO CONSIDER WHEN DRAFTING OR REVIEWING A NONSEE MORE ONINVIGORLAW.COM
HEDGE FUND SERIES
Limited Liability Limited Partnerships. To further complicate the choice of entity analysis, there is a relatively new entity that can be utilized for a hedge fund called a limited liability limited partnership. In an LLLP, by having the limited partnership make an election under state law, the general partners are afforded limitedliability
CANAL STREET
Commercial Real Estate Understanding Your Commercial Lease: Utilities, Maintenance, and Repairs by Gideon Dionne. To understand the true cost of your commercial lease, you have to understand what utility services you’re responsible to provide and what parts of the THE DEFINITION OF “ACCREDITED INVESTOR” AND WHY IT MATTERSSEE MOREON INVIGORLAW.COM
UNDERSTANDING CONTRACT TERMS (POST 12): THE WAIVER CLAUSE Simply put, to waive something means to not enforce it. Waiver clauses, then, are clauses in a contract that govern (1) how a party to the contract can waive a right and (2) what happens when a party to the contract waives the right. To highlight how a waiver clause might work by way of example, assume you are a service provider.INVIGOR LAW GROUP
We are a team of entrepreneurial-minded Seattle business lawyers that communicate in plain language, offer flat rates, and strive to alwaysbe accessible.
KEY TERM SHEET PROVISIONS: PAY TO PLAY Pay to play provisions encourage investors to participate in subsequent rounds of investment. Such provisions provide incentive to continue investing by providing that if investors don’t participate in subsequent rounds proportionally to their investment, their preferred stock will automatically convert to common stock. From an economics standpoint the pay to play provisions motivate INTEGRATION IN SECURITIES OFFERINGS Integration is a term in securities law that is used to describe a situation where the regulating authority (the Securities and Exchange Commission (SEC) and state securities regulators) determines that multiple securities offerings should be considered one large securities offering, or IVLG | BLOG | BROKER-DEALER REGULATION BASICS The Exchange Act, in Section 3 (a) (5) (A), defines a “dealer” as a person or company engaged in the business of buying and selling securities for their own account. This definition is analyzed in two parts: Whether a person or company is “buying and selling securities for its own account,” and. Whether a person is engaged in that NEW LAW MAKES RESALE OF PRIVATE STOCK EASIER MAJOR ISSUES TO CONSIDER WHEN DRAFTING OR REVIEWING A NONSEE MORE ONINVIGORLAW.COM
HEDGE FUND SERIES
Limited Liability Limited Partnerships. To further complicate the choice of entity analysis, there is a relatively new entity that can be utilized for a hedge fund called a limited liability limited partnership. In an LLLP, by having the limited partnership make an election under state law, the general partners are afforded limitedliability
CANAL STREET
Commercial Real Estate Understanding Your Commercial Lease: Utilities, Maintenance, and Repairs by Gideon Dionne. To understand the true cost of your commercial lease, you have to understand what utility services you’re responsible to provide and what parts of the THE DEFINITION OF “ACCREDITED INVESTOR” AND WHY IT MATTERSSEE MOREON INVIGORLAW.COM
UNDERSTANDING CONTRACT TERMS (POST 12): THE WAIVER CLAUSE Simply put, to waive something means to not enforce it. Waiver clauses, then, are clauses in a contract that govern (1) how a party to the contract can waive a right and (2) what happens when a party to the contract waives the right. To highlight how a waiver clause might work by way of example, assume you are a service provider. THE CANAL STREET BLOG Trade secrets are items of confidential information that businesses use to gain an advantage over their competitors. For some businesses, trade secrets are significant assets. Laws governing the use, disclosure, and protection of trade secrets are important for most business owners to understand. Both state and federal laws governtrade secrets.
UNDERSTANDING YOUR COMMERCIAL LEASE: TAXES Commercial Real Estate Understanding Your Commercial Lease: Taxes by Gideon Dionne. Taxes are another important consideration when working towards understanding your commercial lease.The tax provisions of your lease will detail what taxes are required to be paid by the tenant and what taxes are required to be paid by the landlord. THE DEFINITION OF “ACCREDITED INVESTOR” AND WHY IT MATTERS Corporate Finance & Securities The Definition of “Accredited Investor” and Why It Matters by Gavin Johnson. The definition of accredited investor is a topic we’ve touched on briefly in several posts throughout the years, but today’s post dives specifically into the definition of “accredited investor” as defined in Rule 501 of Regulation D of the Securities Act of 1933. TRADEMARKS: SHOULD YOU REGISTER AT THE STATE OR FEDERAL It costs $55.00 to file for a new mark (unless you request the registration to be expedited, in which case it costs an additional $50.00). You are required to renew your trademark at the state level every five years for a fee of $50.00. RCW 19.77 lays out trademarklaws
SHOULD I SPIN OFF A DIVISION OF MY BUSINESS TO FORM A Business Startup Should I spin off a division of my business to form a separate company?: Legal issues to consider. by Gideon Dionne. There may be a time in your career as a business owner or entrepreneur when you consider a corporate spin off or other business divestiture (also known as a “divesture” ). The legal, accounting, and other business issues surrounding such a transaction can be ATTORNEY-CLIENT PRIVILEGE: WHAT TO KNOW TO PROTECT YOUR Attorney work-product privilege is similar to attorney-client privilege in that it protects information from compelled disclosure, including communications between an attorney and client related to legal advice. But attorney-client privilege is a narrower privilege. Attorney work-product privilege is broad protection of all of theattorney’s
WHO IS LIABLE, ME OR THE BUSINESS? AGENCY LIABILITY ISSUES An agency relationship is a legal relationship between two parties that permits one of those parties to act on behalf of the other party. The acting party is referred to as the “agent”, and the “principal” is the party on whose behalf the agent is acting. These types of relationships are SEC SAYS CRYPTOCURRENCIES BITCOIN AND ETHER ARE NOT What does this mean for federal regulation of Bitcoin, Ether, and other cryptocurrencies? While federal officials from the Commodity Futures Trading Commission (CFTC) have been clear since 2014 that the CFTC considers cryptocurrencies to be commodities within the definition of the Commodity Exchange Act, the SEC has not been as definitive in saying whether cryptocurrencies are not securities.CANAL STREET BLOG
CAM expenses are specifically those expenses associated with Common Area Maintenance, such as expenses to maintain hallways, elevators, lobbies, parking, landscaping, and the building generally. Operating Expenses include CAM expenses, taxes, insurance, tenant specific expenses (that are not separately metered and billed directly to thetenant
INTERNATIONAL TRADEMARK APPLICATION TIMELINE International Trademark Application Timeline Time (Months) 0 File International trademark application at the USPTO registry who will check the application as to formalities.INVIGOR LAW GROUP
We are a team of entrepreneurial-minded Seattle business lawyers that communicate in plain language, offer flat rates, and strive to alwaysbe accessible.
INTEGRATION IN SECURITIES OFFERINGS Integration is a term in securities law that is used to describe a situation where the regulating authority (the Securities and Exchange Commission (SEC) and state securities regulators) determines that multiple securities offerings should be considered one large securities offering, or UNDERSTANDING YOUR COMMERCIAL LEASE: TAXES IVLG | BLOG | BROKER-DEALER REGULATION BASICS The Exchange Act, in Section 3 (a) (5) (A), defines a “dealer” as a person or company engaged in the business of buying and selling securities for their own account. This definition is analyzed in two parts: Whether a person or company is “buying and selling securities for its own account,” and. Whether a person is engaged in that THE DEFINITION OF “ACCREDITED INVESTOR” AND WHY IT MATTERSSEE MOREON INVIGORLAW.COM
ATTORNEY-CLIENT PRIVILEGE: WHAT TO KNOW TO PROTECT YOURCHECK YOUR PRIVILEGE TESTWHITE PRIVILEGE TEST Attorney work-product privilege is similar to attorney-client privilege in that it protects information from compelled disclosure, including communications between an attorney and client related to legal advice. But attorney-client privilege is a narrower privilege. Attorney work-product privilege is broad protection of all of theattorney’s
IVLG | BLOG | RAISING CAPITAL FROM FOREIGN INVESTORS Corporate Finance & Securities Raising Capital from Foreign Investors—Regulation S by Kyle Hulten. If you’re a founder of a U.S. company thinking about raising capital from foreign investors, chances are good that you’ll want to utilize Regulation S.. There’s a general rule in the United States that if you want to sell stock in your business, you have to register the stock offering SHOULD I SPIN OFF A DIVISION OF MY BUSINESS TO FORM ALIST OF SPIN OFF COMPANIESLIST OF SPINOFFS COMPANIESWHAT IS A SPIN OFF COMPANY Business Startup Should I spin off a division of my business to form a separate company?: Legal issues to consider. by Gideon Dionne. There may be a time in your career as a business owner or entrepreneur when you consider a corporate spin off or other business divestiture (also known as a “divesture” ). The legal, accounting, and other business issues surrounding such a transaction can be SEC SAYS CRYPTOCURRENCIES BITCOIN AND ETHER ARE NOT What does this mean for federal regulation of Bitcoin, Ether, and other cryptocurrencies? While federal officials from the Commodity Futures Trading Commission (CFTC) have been clear since 2014 that the CFTC considers cryptocurrencies to be commodities within the definition of the Commodity Exchange Act, the SEC has not been as definitive in saying whether cryptocurrencies are not securities. SEED FINANCINGS: COMPARING CONVERTIBLE DEBT, KISS AND SAFESAFE CONVERTIBLE DEBTSAFE NOTE VS CONVERTIBLE DEBTSAFE VS CONVERTIBLE DEBTCONVERTIBLE DEBT FINANCINGACCOUNTING FOR CONVERTIBLE DEBT EXAMPLECONVERTIBLE DEBT TAX ISSUES Corporate Finance & Securities Seed financings: comparing convertible debt, KISS and SAFE docs, and priced equity by Kyle Hulten. Today we’re looking at the different types of documents frequently used toraise seed rounds.
INVIGOR LAW GROUP
We are a team of entrepreneurial-minded Seattle business lawyers that communicate in plain language, offer flat rates, and strive to alwaysbe accessible.
INTEGRATION IN SECURITIES OFFERINGS Integration is a term in securities law that is used to describe a situation where the regulating authority (the Securities and Exchange Commission (SEC) and state securities regulators) determines that multiple securities offerings should be considered one large securities offering, or UNDERSTANDING YOUR COMMERCIAL LEASE: TAXES IVLG | BLOG | BROKER-DEALER REGULATION BASICS The Exchange Act, in Section 3 (a) (5) (A), defines a “dealer” as a person or company engaged in the business of buying and selling securities for their own account. This definition is analyzed in two parts: Whether a person or company is “buying and selling securities for its own account,” and. Whether a person is engaged in that THE DEFINITION OF “ACCREDITED INVESTOR” AND WHY IT MATTERSSEE MOREON INVIGORLAW.COM
ATTORNEY-CLIENT PRIVILEGE: WHAT TO KNOW TO PROTECT YOURCHECK YOUR PRIVILEGE TESTWHITE PRIVILEGE TEST Attorney work-product privilege is similar to attorney-client privilege in that it protects information from compelled disclosure, including communications between an attorney and client related to legal advice. But attorney-client privilege is a narrower privilege. Attorney work-product privilege is broad protection of all of theattorney’s
IVLG | BLOG | RAISING CAPITAL FROM FOREIGN INVESTORS Corporate Finance & Securities Raising Capital from Foreign Investors—Regulation S by Kyle Hulten. If you’re a founder of a U.S. company thinking about raising capital from foreign investors, chances are good that you’ll want to utilize Regulation S.. There’s a general rule in the United States that if you want to sell stock in your business, you have to register the stock offering SHOULD I SPIN OFF A DIVISION OF MY BUSINESS TO FORM ALIST OF SPIN OFF COMPANIESLIST OF SPINOFFS COMPANIESWHAT IS A SPIN OFF COMPANY Business Startup Should I spin off a division of my business to form a separate company?: Legal issues to consider. by Gideon Dionne. There may be a time in your career as a business owner or entrepreneur when you consider a corporate spin off or other business divestiture (also known as a “divesture” ). The legal, accounting, and other business issues surrounding such a transaction can be SEC SAYS CRYPTOCURRENCIES BITCOIN AND ETHER ARE NOT What does this mean for federal regulation of Bitcoin, Ether, and other cryptocurrencies? While federal officials from the Commodity Futures Trading Commission (CFTC) have been clear since 2014 that the CFTC considers cryptocurrencies to be commodities within the definition of the Commodity Exchange Act, the SEC has not been as definitive in saying whether cryptocurrencies are not securities. SEED FINANCINGS: COMPARING CONVERTIBLE DEBT, KISS AND SAFESAFE CONVERTIBLE DEBTSAFE NOTE VS CONVERTIBLE DEBTSAFE VS CONVERTIBLE DEBTCONVERTIBLE DEBT FINANCINGACCOUNTING FOR CONVERTIBLE DEBT EXAMPLECONVERTIBLE DEBT TAX ISSUES Corporate Finance & Securities Seed financings: comparing convertible debt, KISS and SAFE docs, and priced equity by Kyle Hulten. Today we’re looking at the different types of documents frequently used toraise seed rounds.
THE CANAL STREET BLOG Trade secrets are items of confidential information that businesses use to gain an advantage over their competitors. For some businesses, trade secrets are significant assets. Laws governing the use, disclosure, and protection of trade secrets are important for most business owners to understand. Both state and federal laws governtrade secrets.
IVLG I BLOG I COMMERCIAL LEASE SERIES This post will give you a basic overview of the different commercial lease structures: Triple Net (or NNN) Lease. Base Year Lease. Gross Lease. Percentage Rent Lease. Absolute/Total Net Lease. Modified Gross Lease. Triple Net (NNN) Lease. The triple net lease is a common lease, particularly in the retail market. KEY TERM SHEET PROVISIONS: PAY TO PLAY Pay to play provisions encourage investors to participate in subsequent rounds of investment. Such provisions provide incentive to continue investing by providing that if investors don’t participate in subsequent rounds proportionally to their investment, their preferred stock will automatically convert to common stock. From an economics standpoint the pay to play provisions motivate SHOULD I SPIN OFF A DIVISION OF MY BUSINESS TO FORM A Business Startup Should I spin off a division of my business to form a separate company?: Legal issues to consider. by Gideon Dionne. There may be a time in your career as a business owner or entrepreneur when you consider a corporate spin off or other business divestiture (also known as a “divesture” ). The legal, accounting, and other business issues surrounding such a transaction can be NEW LAW MAKES RESALE OF PRIVATE STOCK EASIER Corporate Finance & Securities New Law Makes Resale of Private Stock Easier by Gavin Johnson. Congress recently passed a new securities law exemption (Section 4(a)(7) of the Securities Act of 1933) that eases the limitations and restrictions surrounding the resale of privatestock.
UNDERSTANDING CONTRACT TERMS (POST 12): THE WAIVER CLAUSE Simply put, to waive something means to not enforce it. Waiver clauses, then, are clauses in a contract that govern (1) how a party to the contract can waive a right and (2) what happens when a party to the contract waives the right. To highlight how a waiver clause might work by way of example, assume you are a service provider.CANAL STREET BLOG
CAM expenses are specifically those expenses associated with Common Area Maintenance, such as expenses to maintain hallways, elevators, lobbies, parking, landscaping, and the building generally. Operating Expenses include CAM expenses, taxes, insurance, tenant specific expenses (that are not separately metered and billed directly to thetenant
IVLG | BLOG | WHEN IS AN ENTITY AN ACCREDITED INVESTOR? SEC Rule 501. Under SEC Rule 501 under Regulation D of the Securities Act of 1933, an entity is considered an accredited investor if all of the equity owners of the entity are accredited investors. This means that if you are the sole member of an LLC, and you are considered an accredited investor—i.e. you have a net worth of $1mm (excluding IVLG | AVOID UNWANTED LIABILITIES WHEN YOU BUY A BUSINESS Structuring the purchase of a business as an asset purchase is an effective way to acquire the assets you want while leaving behind the seller’s liabilities. But be sure to avoid unwanted liabilities by making sure you identify all liens and have them released before closing, as well as making sure the seller doesn’t have unpaid statetaxes.
SEC SAYS CRYPTOCURRENCIES BITCOIN AND ETHER ARE NOT What does this mean for federal regulation of Bitcoin, Ether, and other cryptocurrencies? While federal officials from the Commodity Futures Trading Commission (CFTC) have been clear since 2014 that the CFTC considers cryptocurrencies to be commodities within the definition of the Commodity Exchange Act, the SEC has not been as definitive in saying whether cryptocurrencies are not securities.Toggle navigation
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