Blog & Announcements
Dealing with the Unknown – How Does Indemnification Get Triggered and What Happens Next
By: Robert Hawn As a start-up lawyer in Silicon Valley, I work with a number of companies that generate revenue through licensing their intellectual property, or access to it. In creating and negotiating licensing agreements, my client, as the licensor, often wants to...
LOANS AND LIENS AND. . .WHAT CAN GO WRONG HERE? PROTECTING A LENDER’S COLLATERAL POSITION UNDER THE UCC – ONCE AGAIN THE DEVIL IS IN THE DETAILS
The lender gets loan documents signed by the borrower and gets collateral to secure the debt – that is, a lien on the borrower’s property. It sounds easy and familiar. So what can go wrong here? The progression of cases interpreting the Uniform Commercial Code...
The Loan Commitment or Term Sheet – Have You Thought Through Everything That You Are Agreeing To?
By: Serge Filatov With interest rates still at historically low rates, many people here in Silicon Valley and San Jose are taking out inexpensive debt to finance their business and real estate needs . The first step in obtaining commercial debt is obtaining a loan...
Creatively Covering Customers’ Catastrophes: Cover THIS!
By: Robert Hawn As a San Jose corporate lawyer, many of our clients make their money through software licenses. As part of their deals, a number of risks have to be allocated. As explained in my blog posted on May 18 [ Creatively Covering Customers Catastrophes: The...
Limitations on Deductibility of LLC Member’s Share of Losses
By: Tamara B. Pow Will you be denied a deduction for your share of LLC losses? You may have pass through losses from your LLC membership interes t , but that does not mean you can deduct them against your personal taxes this year. Understanding the limitations on...
LLC Alert: New FTB Ruling Regarding LLC Fee For Sale of Real Estate Inventory
By: Tamara B. Pow Are you calculating the LLC fee correctly for an LLC’s sale of real estate? The Franchise Tax Board just released FTB Legal Ruling 2016-01 (July 14, 2016) regarding the calculation of the limited liability company fee under California Revenue and...
LLC ALERT: New California LLC Forms!
By: Tamara Pow The Secretary of State is revising LLC forms again. Back in May, I wrote that the Secretary of State does not revise its forms often, but when it does, it is critical that business owners are aware of the changes so that they file the correct form...
Crowdfunding: Are you the Right Investor?
If you have always wanted to invest in a start-up business , whether a high tech emerging growth company or a low tech products company, you have no doubt heard of the new SEC rules allowing crowdfunding. Part of the excitement comes from being able to make investment...
New California LLC Statement of Information Forms – Don’t be caught unaware!
By: Tamara B. Pow Will your LLC be suspended for failure to file the Statement of Information because you use an outdated form? In May of 2016 the California Secretary of State published a new form of Statement of Information for Limited Liability Companies (LLCs) ....
Beware of an Inadvertent Tax Termination of Your LLC
By: Tamara Pow A limited liability company (“LLC”) can terminate for tax purposes even though it has not been dissolved with the California Secretary of State , resulting in potential tax consequences for the members. Members should be aware of when this could happen,...
Crowdfunding – Is this the deal for you?
By: Robert Hawn If you are an emerging growth high technology start-up , or a closely-held small business, you’ve heard of crowdfunding. Crowdfunding is commonly used to describe an approach to fund raising over the internet, often characterized by small investment...
LLC Owners – Don’t forget to pay your LLC’s 2016 gross receipts fee by June 15!
By: Tamara B. Pow Even though we are not even halfway through the year, it is already time to pay your LLC gross receipts fee. LLCs classified as partnerships or disregarded entities are required to estimate their total annual income, and pay an estimated LLC fee by...
Make Sure You Understand Pass Through Entities Before Forming a Limited Liability Company
By: Tamara Pow One of the major considerations in determining the right entity for a business is how it is taxed. There are major differences in the taxation of owners in corporations that pay their own corporate income taxes and owners in pass through entities. Like...
Beware – Your Gift of LLC Interests to a Family Member May Be Disallowed
By: Tamara Pow Your gift or sale of an LLC interest to a family member may be disallowed for tax purposes. If you are gifting or selling a limited liability company (“LLC”) interest to a family member, you must keep in mind the requirements of Internal Revenue Code...
Creatively Covering Customers Catastrophes: The Exciting World of IP Infringement Indemnification
By: Robert Hawn As a business attorney in Silicon Valley practicing in our firm’s office in San Jose, I spend a lot of time creating license agreements for our licensor clients. In creating and negotiating licenses, a number of risks need to be allocated. One of the...
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