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March 2012

News Roundup Week 13: The JOBS Bill, Securities Law, Employment Law, Social Media Law, etc.

by on March 29, 2012

The JOBS Bill & Securities Laws

Senate and House Approve Major Overhauls of Federal Securities Law
This week the house and senate JOBS bills were reconciled and H.R. 3606 was sent to the president to be signed into law. The White House has publicly supported the bill, and is expected to sign the bill soon. The 22 page bill has seven different titles, each of which is intended to make it easier for companies to raise money.

Title I “Reopening American Capital Markets to Emerging Growth Companies” creates reduced reporting… Read the rest

A Guide to Leasing Commercial Office Space

by on March 27, 2012

Leasing commercial office space often involves a unique set of complexities and elements. Today’s post will boil these complexities and elements down to a very basic level. The goal is to provide a simple guide to assist startups in finding the ideal work space, under reasonable terms.

Typical Pricing for Commercial Office Spaces
Generally, commercial office space is leased on a “dollars per square foot per year” basis. For example, you may see lease pricing in terms such as $15/foot; 3,000 square feet. Under this scenario, the lease would be $45,000 per year, paid off in monthly installments of $3,750.… Read the rest

News Roundup 2012 Week 12: Corporate Finance, Int’l Trade & Clean Energy, Corporate Governance, Social Media & Employment Law

by on March 22, 2012

Corporate Finance & Securities Regulation

Senate JOBS Act Passes Key Hurdle
Today the Senate voted 76-22  to pass a cloture motion (a motion to end debate) on the JOBS (Jumpstart Our Business Startups) Act. This controversial legislation would enable businesses to raise money through crowdfunding, and would reduce other restrictions on raising capital. The Wall Street Journal, and Read the rest

The Benefits of a Buy Sell Agreement

by on March 20, 2012

A Buy Sell Agreement is a legal contract between the owner(s) of a business and the entity, to purchase and sell interests in the business at a pre-determined price if certain future events occur (e.g. death, disability, outside party purchase offer, or termination of employment). The Buy Sell Agreement can help ensure a smooth transition for the entity, remaining owners, and departing owners of a business.

Benefiting the Entity
There are a number of reasons why you may want to have a Buy Sell Agreement drafted for your business. The… Read the rest

LLC Operating Agreements: Transferability of Membership Interests, and Admissions of New Members

by on March 15, 2012

As is the case with just about every provision in a limited liability company (LLC) operating agreement, the rules are flexible in regards to transferability of membership interests and admission of new members. This latest post in our series on LLC operating agreements details the default rules and common iterations of provisions related to transferability of member interests, the right of first refusal, and admission of a new member.

Transferring Your LLC Interest
Most LLC statutes distinguish between membership interests and member rights. The most important difference between… Read the rest

News Roundup 2012 Week 11: Securities Law, Employment Law, Executive Compensation

by on March 15, 2012

Securities Law

SEC Cracks Down on Sales of Private Securities
The Securities and Exchange Commission has filed civil charges against three brokerage firms, Felix Investments, EB Financial, and SharesPost, that trade shares of privately held technology securities. According to the SEC, fund managers at Felix and EB Financial misled investors and took undisclosed fees and commissions. SharesPost, an online exchange for private shares, reportedly brokered transactions and failed to register as a broker-dealer. EB Financial settled for about $310,000, and SharesPost and its founder will… Read the rest

OFCCP Proposes Regulation Requiring Contractors to Set Hiring Targets for Disabled Workers

by on March 13, 2012

In December 2011, the United States Department of Labor announced a new plan that requires federal contractors and subcontractors to have disabled workers comprise a minimum of seven percent of their work force. The public comments period for this proposal expired on February 21, 2012, and the Office of Federal Contract Compliance Programs (OFCCP) is reviewing public reaction. Although the department says it would not be an explicit requirement, companies that do not meet this target… Read the rest

Social Purpose Corporations in Washington

by on March 12, 2012

Legislation creating social purpose corporations has passed both the Senate and the House, and is expected to be signed by the Governor this month.

In January, we wrote about bills in the Washington legislature that would create of a new corporate form for Washington businesses–the social purpose corporation. In February, the House passed HB 2239, a bill creating social purpose corporations, by a margin of 62-31. And in early March the Senate passed its version of the bill, SB 6230, by a margin of 34-14. Governor Gregoire is expected to sign the… Read the rest

Social Media Legal Issues: (Post Number 6): Labor Law and the Pitfalls of Using Social Media to Make Employment Decisions

by on March 9, 2012

The people it hires are an essential part of a company’s brand and should be carefully vetted to protect and promote that brand. As a part of the vetting process, and also as part of ongoing employee monitoring, it has become popular for employers to examine employees’ social media profiles.  Social media is a tempting medium through which a company can review applicants’ personal information—information that may not come up on an application or during an interview. While social media profiles provide a lot of useful information for employers, the use of information gleaned from social media profiles also presents… Read the rest

Acting on Behalf of the Business? Are you liable?

by on March 8, 2012

There’s a common phrase in the business world; “acting on behalf of” seems to find it’s way into a number of business documents and legal contracts. What does it really mean to be acting on behalf of? Who’s liable for what in these situations? Today’s post will detail some of the basics behind agency law and some of the principles that determine liability when you act on behalf of another person or business.

Determining the Agency Relationship
The term “agency” refers to a legal relationship between two parties, the agent and the principal.… Read the rest

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