On Confidentiality and Nondisclosure Agreements
If your company has trade secrets or confidential information, you should fully understand and employ confidentiality and nondisclosure agreements.
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SEC Proposes New Rules for General Solicitation of “Private” Securities
The Securities and Exchange Commission has at last announced new rules that will permit public advertising of “private” securities issuances. The new rule is broad and will likely have a major impact on how startup companies and hedge funds raise capital. The public advertising, or “general solicitation,” rule change came about as a result of the JOBS Act. The JOBS Act was enacted in April 2012. It changes the laws surrounding private securities, and mandated…
SEC Delays General Soclicitation Rules
The JOBS Act gave the SEC 90 days to implement new rules for general solicitation in a securities offering made under Rule 506. Originally the deadline was July 4. The SEC said that deadline was unrealistic (which is probably true) and set discussion of the rule change as an agenda item for the August 22nd Open Meeting. That discussion never happened. The SEC again pushed it from their agenda: The following item will not be…
Nuts & Bolts: How to Start a New Company, Part 3
Economic rights are at the core of every business. In an LLC, economic rights are established by the operating agreement. The operating agreement should also include important tax-allocation provisions.
Nuts & Bolts: How to Start a New Company, Part 2
Last week I started telling you how to setup a new limited liability company. This week we’ll look at operating agreement basics and control issues.
Nuts & Bolts: How to Start a New Company, Part 1
Starting a new business is easy in concept. You file some papers, pay a fee, and there you have it—a new business! The reality is not so straightforward.
Ohio LLC Amendments, Now in Effect
Ohio recently amended its LLC statute. The changes bring clarity to the murky concepts of creditor rights, member duties, and manager obligations. Keep reading for analysis of all the recent changes.
What is an LLC?
Limited liability companies are powerful yet complex business entities. They can take on nearly any organizational form. And they can select their preferred method of taxation.
Piercing the Veil
In Lind Stoneworks, Ltd. v. Top Surface, Inc., Ohio’s Tenth District held that the owner of a corporation which ignored nearly all corporate formalities was nevertheless entitled to full liability protection.
