Business Formation

In private fund formation, fund managers face a critical decision: whether to structure their fund as a traditional blind pool fund or a deal-by-deal fund. Each structure offers distinct benefits and challenges, catering to different issuers, investors, and strategies. Understanding the key characteristics, advantages, and disadvantages is crucial for fund managers to select the vehicle...

Effective January 1, 2024, the Corporate Transparency Act (“CTA”) has come into force, bringing with it substantial reporting obligations on small businesses. Given the stringent reporting obligations, tight reporting deadlines, and steep penalties associated with noncompliance, it is critical to be well informed about the new law and take the necessary steps to adhere to...

On November 23, 2022, The Securities and Exchange Commission (“SEC”) released its Strategic Plan for fiscal years 2022 through 2026, detailing its mission, vision, values, and goals moving forward through the next four years. Three main goals guide the SEC’s plan: (1) protecting the investing public against fraud, manipulation, and misconduct; (2) developing and implementing...

Common models used to value a company, how these apply to startups, stock valuation, stock option valuation, and comparisons with US GAAP accounting valuation. Common Company Valuation Methods Market Capitalization Most people are familiar with terms like “market cap” if they have any interest in publicly traded stocks.  Market capitalization is a method that can...

You developed the next big app. You created the next trendy social media site.  You may have formed an entity and developed a big business plan.  Now how do you get the information and funding needed to grow this potential million-dollar project? This article series will explain, in layman’s terms, some of the things that...

This article will serve as an explanation of some of the basics around the formation and structure of a corporation.  I am using examples for a typical corporation, but many of the concepts can apply to LLCs and the issuance of units to represent membership interests instead of stock. I)  Capitalization People need to have...

Businesses can be categorized by law in several manners. And these classifications matter when it comes to determining how a business is recognized, how it’s taxed, and the personal liability, or lack thereof, of the business owners. Knowing how their business is set up and how it is categorized under the law is crucial for...

This article goes over the basic information about what a PPM is, when and why you may need one.  This information is being provided as a general overview and a basic education of the common terms and federal securities laws involved with a PPM.  Each state has its own securities laws and the discussion in...