Corporate & Securities

In order to maintain the protections that forming a corporation or limited liability company (LLC) provide, all corporate formalities must be followed. A failure to follow these requirements can result in the loss of the right to operate, the loss of limited liability protection, and...

For California business owners, understanding the implications and requirements of the Unruh Civil Rights Act (Unruh Act) is critically important. It provides protection for people and requires businesses to treat all individuals equally. Violations of the Unruh Act can have significant consequences for businesses.Equality and...

Deferring compensation is commonly used to avoid paying taxes on compensation immediately. But, under the Internal Revenue Code (IRC), deferring compensation can sometimes cause additional taxation. As a result, individuals and businesses considering deferring compensation should understand the scenarios that may trigger this tax.Deferred CompensationDeferred...

Service partnerships and fund managers best beware: The IRS has issued proposed regulations under §707(a)(2) to determine when distributions to a partner are in fact disguised payments for services. These proposed regulations target various disguised payments for services, but especially attack management fee waivers. In...

Ordinarily, a gain on the sale of business or investment property is subject to tax. However, a special provision of the Internal Revenue Code (IRC) allows for sellers in these types of transactions to postpone recognition of the gain if certain conditions are met. Like-kind ExchangesIRC...

Delaware is frequently the state selected by companies wishing to incorporate. There are numerous reasons for this. The following explores some of the major benefits of incorporating in Delaware. Though there are several benefits of incorporating in Delaware, it is not necessarily appropriate or desirable...

Quite often, employers use items like employee stock ownership plans (ESOPs), 401k plans, or stock option plans to provide incentives and benefits to employees. However, under certain circumstances, it may be desirable or necessary to use alternate forms of equity compensation. In these situations, companies...

For individuals with multiple properties or businesses, an alternative to creating multiple limited liability companies (LLC) is to form a series LLC. This special form of LLC, first developed by Delaware, contains many benefits, but is also filled with limitations that business owners should be...

Trade secrets are a crucial component of many businesses. In order to continue to enjoy the benefits of those trade secrets, it is critical that they are protected from disclosure to the public or your competitors. Through the Uniform Trade Secrets Act (UTSA), businesses are...

At the formation of a limited liability company (LLC), an important consideration is the writing and adopting of the LLC operating agreement. One aspect that should be included in the operating agreement is how the profits (or losses) will be distributed among the members of...

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