When is an LLC Investor Doing Business in California?
Many business and tax lawyers have long assumed that a partnership’s activities are imputed to all of its partners in determining whether the partners are engaged in business activities within the State of California.
What’s in a Name? One of the Most Important – and Under-Analyzed – Parts of Business Formation
When a new client comes in and wants to form a new business, you probably have a checklist: choice of entity, tax considerations, capital structure, selection of incorporating jurisdiction, agent for service of process, buy-sell agreement. And one blank on the checklist is reserved for the name of the new business. Think hard about the […]
Inversions, Corporate Expatriations, and the Board’s Duties to the Company and Its Shareholders
In the last several months, corporate expatriations received a lot of attention in the popular press and in Congress. A corporate expatriation is a transaction by which a corporate group with a US parent restructures, so that the parent is no longer a US company. Prior to 2004, a common destination for the new parent […]
Bay Area Employers Must Comply with a New Commuter Benefits Program
Bay Area Commuter Benefits By Jamie Rudman, Sanchez & Amador, LLP The new Bay Area Commuter Benefits Program (CBP) goes into effect September 30, 2014. The CBP is a pilot program that extends through December 2016. Covered employers have until September 30 to: (1) select at least one of four commuter benefit options, (2) notify employees […]
If I Can Make It There, I’ll Make It Anywhere – Why Are New York Securities Filings So Cumbersome?
In 1996, the U.S. Congress substantially simplified state-level securities compliance by passing the National Securities Markets Improvement Act, widely known as NSMIA. NSMIA preempted many regulatory schemes of individual states and provided a standardized national securities exemption for offerings under Rule 506 of Regulation D. A Rule 506/Reg D transaction permits the raising of unlimited […]