Selling the C Corporation: Asset Sales Can Look Better Than They Are
Many growth companies are operated as C corporations, and frequently that's a sensible thing to do. The familiar shareholder/board/management structure of a corporation can be more comfortable for the participants than the more amorphous and flexible LLC structure; the shareholders are not bothered with K-1s and pass-through tax outcomes (the absence of which is an essential requirement for some types of institutional investors); and, because its tax incidences do not flow th
Public Advertising of Private Placements Is Now Legal – But Proceed With Caution
Many of our clients have asked how to take advantage of the Jumpstart Our Business Startups Act (JOBS Act), a groundbreaking piece of legislation that eases the restrictions of the federal securities laws governing the private placement of securities. The JOBS Act received wide bipartisan support despite protests from state and federal securities regulators. One of the most fundamental changes was a narrow exception to the long-standing ban on solicitation of and advertising
Electronic Communications With Shareholders – Not as Easy as You Think
In this Internet age, with the volume of snail-mail slowing to a trickle and email dominating business discourse, it is understandable that many companies are opting to send virtually all their communications electronically. When it comes to official shareholder communications, however, California and many other states have adopted laws that impose surprisingly rigorous conditions on the right to transmit electronically. California Law Requirements Tucked away in the prelimin
Dealmaker Lawyers Can Add Business Value
Lawyers can be the reason why a good transaction isn’t completed, inserting their personalities, confusing themselves with the real decision
