Corporate & Securities

On Friday, October 4, 2013, Governor Brown signed into law AB 1412, which reinstated the California tax break for Qualified Small Business Stock (QSBS) that had previously been ruled unconstitutional by the California Court of Appeals. The new legislation applies retroactively to the tax years...

I.Can an S corporation issue convertible debt to a shareholder without violating the “one class of stock” rule either (i) the straight-debt safe harbor or (ii) the option safe harbor, or (iii) when the debt is convertible for to-be-issued preferred stock, if such stock is...

1.         Partnership Mergers.a.         Basic Merger Transaction.  California law allows an LLC or partnership to merge with other business entities.    See Cal. Corp. Code sections 15678 and 17550.  A merger may be desirable as a state law matter to address state and local tax concerns, minority owner and...

Section 409A has been in place since January 1, 2005, however we still often see employment agreements that do not comply with the rules. This article discusses five of the most common Section 409A errors that we see in employment agreements. Background Section 409A imposes restrictions on...

I. US shareholder of CFC is taxed directly on pro rata share of CFC's Subpart F income, increase in CFC's earnings invested in US property, and earnings invested in excess passive assets.by Roger RoyseII. CFC DEFINED.A. Foreign corporation is CFC if more than 50% of...

Carol:    Hi. Good morning. This is our first APAS meeting for this new season. We’re glad to have you all here. I think it’s easier to do the commercials up front when people are still, before they’re sneaking out the door. Next month should be...

10. Use of Prior Employer’s Facilities Many entrepreneurs are still employed by another company upon the beginning of their startups. They may spend some of their work day working on their startup at the soon-to-be former employer’s facilities. This is risky because this employer may in...

Despite the warnings from lawyers, many deals get done with earnouts. An earnout is contingent purchase price consideration that gets paid only if the target hits certain negotiated milestones. The earnout is thought to limit the buyer’s risk by pegging the purchase price to performance,...

This memo discusses the tax effect of the various options of funding a purchase of stock from a deceased shareholder. A Buy Out agreement contemplates that the Company would be the purchaser, and a Cross Purchaser Agreement contemplates that the surviving shareholder would be the...

By Royse Law Firm, PCAvoid Negotiating from the Client’s Service Agreement. Clients sometimes ask vendors of public relations services (“PR services”) to accept or negotiate from the client’s standard service contract. Apart from being client favorable, client service contracts may be inappropriate and unduly...

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