Category Archives: Uncategorized

LLC Annual Costs by State — Updated

Updated: March 15, 2012 The following discussion of the annual costs of forming an LLC in each state and the District of Columbia apply only to LLC’s that are classified as partnerships for tax purposes.  The discussion does not apply … Continue reading

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NLRB Poster Requirement: Update

(Further Update:   On April 17th the DC Circuit Court of Appeals temporarily enjoined the NLRB’s rule requiring the posting of employee rights, which had been scheduled to take effect on April 30, 2012.  The NLRB issued a public statement announcing, … Continue reading

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Reg D Accredited Investor: Amended Definition and Surprising SEC Guidance

Regulation D under the Securities Act of 1933 provides a “safe harbor” for private placements from the requirement that any sale of securities must first be registered with the Securities and Exchange Commission.  To qualify for this safe harbor, certain … Continue reading

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M&A: Real Estate Transfer Taxes in a Sale of a “Controlling Interest” of a Company

This may be surprising to some, if not counter-intuitive, but sixteen states impose a real estate transfer tax when a controlling interest in a legal entity is transferred.  See the table below.   The real estate transfer tax triggered by these … Continue reading

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Using Background and Credit Checks when Hiring: Tread Carefully

Companies often use criminal background checks and credit checks when considering an individual for employment.  This practice should be used with caution.  The Equal Employment Opportunity Commission considers it illegal to make an employment decision based on a person’s criminal … Continue reading

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Private Placements: New Source of Liability for Intermediaries (and Directors?)

New Sections 9(a)(4) and 9(f) of the Securities Exchange Act of 1934 were added by the Dodd-Frank Wall Street Reform and Consumer Protection Act.  Although little noticed thus far, these two provisions could soon become very common in lawsuits relating to … Continue reading

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NLRB Adopts Final Rule Requiring Posting of Notice in Workplace

On August 25, 2011, the National Labor Relations Board issued a final rule requiring most private-sector employers to notify employees of their rights under the National Labor Relations Act by posting a notice in a conspicuous location in the workplace. … Continue reading

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D&O Insurance: Do Private Companies Need it? (Part II of II)

Many privately held companies assume that their indemnification provisions will be sufficient to protect their directors and officers against personal liability as well as the legal costs of defending against claims or responding to investigations.    This assumption may be valid … Continue reading

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D&O Insurance: Do Private Companies Need it? (Part I)

The short answer is “probably yes”.   There is an emerging trend in the courts and legislative bodies, as yet in its infancy, to find directors and officers of a corporation personally liable for actions taken on behalf of the corporation.   … Continue reading

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Issues for the Start-Up

Far too often the founders of a start-up company neglect the issues that can later become contentious if the enterprise does not succeed as everyone hopes and expects.  Indeed, it not uncommon for one or more of the founders to … Continue reading

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