Oftentimes in LLCs and partnerships, compensatory partnership interest is intertwined with operational issues and dependent upon performance and profit. Structuring equity compensation plans that address business success as well as tax considerations is key to avoiding common pitfalls that can lead to disastrous tax consequences and disharmony between equity members. As counsel, you must be aware of the range of scenarios and traps and know how to appropriately address these complicated compensation issues when advising on compensation income.
Corporations and limited liability entities are formed with the intent to protect shareholders from personal liability for the debts, contractual obligations, and other actions of the corporate entity. Given our economic climate, our business forecast includes a growing number of bankruptcies, foreclosures, breach of contract claims, and judgments on the horizon. Knowledgeable business dispute litigants will try to reach beyond the corporate form to assert claims against not just their corporate counterparties, but also to related entities and individuals. If you are a corporate lawyer or litigator, this course is a timely opportunity to improve your fluency with pursuing or defending against veil piercing claims and related theories.
The Final Rule issued under the Corporate Transparency Act (CTA) means dramatic changes for the way that founders and investors in privately-held companies interact with each other. Under the new rule, the CTA will require roughly 25 million U.S. companies to file a beneficial ownership report with FinCEN, the Financial Crimes Enforcement Network of the U.S. Treasury. Founders, investors and attorneys will need to understand how the CTA will change the interactions between founders and investors so that they can revise internal governance arrangements accordingly.
As a mid-market business attorney, you may counsel not only business entities, but also nonprofit organizations with pro bono and fee-based services. Although nonprofits have additional considerations, your legal duties for both types of clients remain the same – to provide business counsel on standards of care, fiduciary duties, governance, formation, and day-to-day operational vulnerabilities. This basic course spotlights the legal governance landmines you need to know for your nonprofit and tax-exempt clients, and will also be the refresher you need for your work with for-profit corporate boards.
You’ve spent hours drafting your contract. One last step - cut and paste in your “usual” boilerplate provisions. But your cut and paste may come back to haunt you. Why? “Boilerplate” is actually critical to your contract as each of these provisions hides significant business, legal, and drafting traps that even the most sophisticated parties and attorneys routinely fall victim.
Despite still being deemed an illegal narcotic under federal law, the cannabis industry continues to grow. Three dozen states have now legalized marijuana for medical use, and nearly 20 have authorized recreational use as well. This rapidly evolving and thriving area of business poses complex regulatory, licensing, tax, corporate, and real estate issues ripe for legal representation, yet attorneys interested in taking on cannabis clients find themselves at an ethical crossroads: Model Rule of Professional Conduct 1.2 prohibits counseling or assisting clients with engaging in criminal conduct. Selected states have issued ethics opinions or rule comments that carve out exceptions for legal advice limited to state law, yet the issue of federal law pre-emption remains. What can an attorney do to reconcile this conflict and stay in their ethical lane?
In times of economic uncertainty, being able to understand and analyze financial statements is often critical for advising your clients on transactions, disputes, employment, and finance. Knowing where to look and what to look for in a balance sheet, an income statement, or a statement of cash flow can give you the knowledge to negotiate a better deal or stop a bad deal before it even begins
At the heart of every limited liability company (LLC) is an operating agreement that documents every aspect of how the organization will be run and adapt during its existence. Operating agreements for multi-member LLCs are complex documents that set the guidelines for how major decisions will be made, how disputes will be resolved among members, and how the myriad tax issues will be handled. An optimal agreement will achieve the goals of the LLC’s members regarding, among other things, fiduciary, succession, tax and management issues. Are you properly advising your clients on creating LLC agreements that effectively anticipate and address these issues?
A letter of intent (LOI) is often used during the early stages of the deal to frame the material terms of a business transaction. Regardless of the drafter intent, substantive agreement terms are outlined in detail within the LOI, as well as the mechanics for finalizing the agreement. In situations of party conflict or questions, LOI terms may become enforceable resulting in a trip to court. This practical program will act as your guidepost for drafting an effective and clear LOI, and will highlight the unfortunate litigation implications of a poorly drafted letter.
The Corporate Transparency Act (CTA) is going to dramatically change the way that founders and investors in privately-held companies interact with each other. The CTA, once implemented, will require roughly 25 million U.S. companies to file a beneficial ownership report with FinCEN, the Financial Crimes Enforcement Network of the U.S. Treasury. Understanding how the CTA will change the interactions between founders and investors will allow attorneys to modify the contractual relations between those parties in anticipation of the CTA coming into effect.