Legal Services – Page 3 – AmeriLawyer – Incorporate, Trademark & Asset Protection

Keep Shareholders Happy & Avoid Lawsuits

November 21, 2016 Spiegel & Utrera, P.A.

Tesla Motors, Inc. (“Tesla”) is a publicly traded company on the NASDAQ. Tesla develops, designs, manufactures, and offers for sale fully electric performance vehicles and advanced power-train components for electric vehicles. Although Tesla was founded here in the United Sates, it now has more remote locations and delivers its cars to consumers all over the world. Tesla has enjoyed great success recently. Tesla’s stock has made early shareholders of the company very happy.

Nevertheless, several U.S. law firms attempted to bring class-action shareholder derivative claims when reports of Tesla vehicles catching fire after accidents emerged, which caused a temporary sell-off of Tesla’s stock. The lawsuits claimed that Tesla violated SEC disclosure rules by failing to disclose to shareholders that the vehicle had safety issues. However, the lawsuits did not move forward because shareholders rejected the formation of the shareholder class. Shareholders claimed that they did not need the protection of a class-action lawsuit because they did not believe that the vehicle has a design defect that makes it prone to fires. This illustrates that although shareholder derivative claims are a valid concern for any publicly traded company, an excellent way to defend your business against such lawsuits is to keep your shareholders happy through outstanding financial performance.

If you are a member of Spiegel & Utrera, P.A.’s General Counsel Club and have business related questions, call (800) 734-9900 or clubassist@amerilawyer.com for assistance. Remember, as a member of the General Counsel Club, you receive unlimited legal, business, credit and tax advice all year long.

Spiegel & Utrera, P.A. is a corporate law firm with its main offices located in Miami, Florida with offices throughout the United States. As a law firm, we do more than just help you form your business entity. We stand ready to help with the maintenance of your legal business entity! We will assist you with Incorporation Service, Trademarks, Copyrights, Estate Planning, Legal Counsel, Wills,Trusts, Agreements & Leases, Corporate & Company

Two Ways Your Business Can Raise Money

November 15, 2016 Spiegel & Utrera, P.A.

There are several ways that businesses can raise money. Some are very well known while others are not as familiar to business owners. Below are two ways your business can raise money that may be unfamiliar:

1. ROBS Programs on a 401(k): Rollovers as Business Startups (ROBS) are programs tat allow a business owner to take tax-deferred retirement funds and use them to start or buy a business without early withdrawal penalties. Do be careful as these programs have a very complex rules provided by the IRS and if not handled correctly could result in penalties and other issues.

2. Vendors: If you are a good customer you could ask a vendor if he or she offers any extended repayment terms. Vendors may have their own financing programs or terms. “Pay on scan” could be one option, where the supplier is paid for the inventory only when it is sold to a customer. There are many costs that can be eliminated to allow your business to operate more efficiently and save money.

If you are a member of Spiegel & Utrera, P.A.’s General Counsel Club and have business related questions, call (800) 734-9900 or clubassist@amerilawyer.com for assistance. Remember, as a member of the General Counsel Club, you receive unlimited legal, business, credit and tax advice all year long.

Spiegel & Utrera, P.A. is a corporate law firm with its main offices located in Miami, Florida with offices throughout the United States. As a law firm, we do more than just help you form your business entity. We stand ready to help with the maintenance of your legal business entity! We will assist you with Incorporation Service,Trademarks,Copyrights,Estate Planning, Legal Counsel, Wills,Trusts, Agreements & Leases, Corporate & Company

State Attorney Scrutinizes Not For Profits Bookkeeping Records

November 8, 2016 Spiegel & Utrera, P.A.

A state attorney general has recently investigated several not-for-profit corporations under suspicion that the organizations’ officers have misappropriated funds, using the companies as fronts to cover for large-scale defrauding and use of donations to fund lavish lifestyles. In one case, the attorney general’s investigation and subsequent trial resulted in a verdict convicting two organization officers of conspiring to steal over $50,000. The not-for-profit ran a lunch program for senior citizens; however, the jury found that the officers routinely submitted false monthly contract and service invoice reports, inflating the costs of the lunches and enabling the officers to skim money. Both officers were charged with several felony accounts and have been sentenced to probation and a combined total of $50,000 in fines. The restaurant owner of the shop from which the organization obtained the lunches previously pleaded guilty to Falsifying Business Records in the First Degree; he was sentenced to conditional discharge and restitution of $25,000.

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In another case, an executive director was arraigned for allegedly defrauding Medicaid for services rendered to the organization’s clients, including a developmentally disabled person directly under the director’s care. The complaint alleges that the director, responsible for coordinating and providing care to developmentally disabled individuals, double-billed her work, both submitting false time sheets for compensation through an independent employer and claiming medicaid for services rendered through the not-for-profit. She also allegedly used the money from clients’ bank accounts to cover personal expenses. If convicted, the director can face up to 1 1/3 to 4 years in prison.

If you are running a not-for-profit organization, it is critical that your bookkeeping and legal records be accurate and up to date, ensuring also that any required registrations and annual filings with your state attorney general’s office are maintained.

Spiegel & Utrera, P.A. is a corporate law firm with its main offices located in Miami, Florida with offices throughout the United States. As a law firm, we do more than just help you form your business entity. We stand ready to help with the maintenance of your legal business entity! We will assist you with Incorporation Service, Trademarks,Copyrights,Estate Planning, Legal Counsel, Wills,Trusts, Agreements & Leases, Corporate & Company

If You Are Looking To Buy Or Sell A Business, Seller Financing Is Key To Success

October 31, 2016 Spiegel & Utrera, P.A.

With the changing state of the economy it is becoming harder and harder for entrepreneurs to acquire loans for buying or selling a business. However, this can be easily solved through Seller Financing. Essentially, the seller will be paid for the business over time instead of one lump sum. In turn the seller can protect himself by assuming ownership if the buyer misses payment.

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Additional seller protection can be achieved by securing a loan against the business’s hard assets, a mortgage on the buyer’s home along with personal guarantee signed by the buyer and the buyer’s spouse. Safety when selling a business can only be accomplished through carefully drafted agreements and proper documentation.

If you are a member of Spiegel & Utrera, P.A.’s General Counsel Club and have questions about SBA 504 Loans, call (800) 734-9900 orclubassist@amerilawyer.comfor assistance. Remember, as a member of the General Counsel Club, you receive unlimited legal, business, credit and tax advice all year long.

Spiegel & Utrera, P.A. is a corporate law firm with its main offices located in Miami, Florida with offices throughout the United States. As a law firm, we do more than just help you form your business entity. We stand ready to help with the maintenance of your legal business entity! We will assist you with Incorporation Service, Trademarks, Copyrights,Estate Planning, Legal Counsel, Wills, Trusts, Agreements & Leases, Corporate & Company

Small Business Loans, SBA 504 Loans

October 25, 2016 Spiegel & Utrera, P.A.

If you have a small business, you could obtain a small business loan with lower interest and with payment terms of up to 10 to 20 years. The Small Business Administration, (SBA) will cover 40 percent of the project costs, the maximum limits are over $5 million.

These 504 loans have to be for certain types of business; they cannot be speculative businesses by nature such as real estate investment. However, a vast majority of businesses are eligible, such as franchises, recreational facilities and clubs, farms and agriculture businesses, fishing vessels, medical facilities, etc. Proceeds from the loan can be used for financing of fixed assets, purchase of equipment, acquiring new facilities, updating existing locations. It is all about helping small business get to the next level.These 504 loans do not come directly from the SBA, but are rather provided by local Certified Development Companies which are nonprofits. The business is expected to contribute 10% to the project.

It’s a good idea to have a business plan and to have someone assist you to navigate through the government bureaucracy. These loans are meant to help small businesses, and you should allow our law firm to assist you in seeing if it is something you can benefit from.

If you are a member of Spiegel & Utrera, P.A.’s General Counsel Club and have questions about SBA 504 Loans, call (800) 734-9900 orclubassist@amerilawyer.com for assistance. Remember, as a member of the General Counsel Club, you receive unlimited legal, business, credit and tax advice all year long.

Spiegel & Utrera, P.A. is a corporate law firm with its main offices located in Miami, Florida with offices throughout the United States. As a law firm, we do more than just help you form your business entity. We stand ready to help with the maintenance of your legal business entity! We will assist you with Incorporation Service, Trademarks, Copyrights,Estate Planning, Legal Counsel, Wills, Trusts, Agreements & Leases, Corporate & Company

How Much Of Your PPM Is Mere Opinion

October 18, 2016 Spiegel & Utrera, P.A.

A recent ruling by the Supreme Court may make businesses think twice about what to add to Private Placement Memorandum when trying to raise new working capital. The Court addressed the use of opinion statements in PPMs as investors rely on the information presented when deciding whether to make an investment. As Congress specifically confronted the issue at the time of passing the pertinent securities law, the Court has further tackled the same by looking at the over-reliance of opinion in the PPM.

The Court did not want the business to get around the requirement of having correct, factual information in the PPM by attempting to simply make all statements a matter of opinion. Also, the Court looked at the omission of fact when including the opinion that would otherwise make the opinion misleading such as leaving out potential risks in the venture to make the worthiness of the investment seem much more lucrative.

Spiegel & Utrera, P.A. is a corporate law firm with its main offices located in Miami, Florida with offices throughout the United States. As a law firm, we do more than just help you form your business entity. We stand ready to help with the maintenance of your legal business entity! We will assist you with Incorporation Service, Trademarks, Copyrights,Estate Planning, Legal Counsel, Wills,Trusts, Agreements & Leases, Corporate & Company

Misclassifying Workers Can Lead To Costly Penalties

October 11, 2016 Spiegel & Utrera, P.A.

Avoiding payroll taxes by intentionally or unintentionally misclassifying employees as independent contractors is a costly mistake.

Most often the misclassification will be discovered during an audit or if a former worker files a complaint. Under “the twenty factor test” in Revenue Ruling 87-41, an employee is anyone who performs services for an employer if the employer can control what will be done and how it will be done. However, in an independent contractor relationship the employer has the right to control or direct only the result of the work done, and not the means and methods of a accomplishing the result.

How to properly create an independent contractor relationship

Foremost, you must have an independent contractor agreement in place. This will help define the responsibilities of the independent contractor to follow proper standards under the law. Next, the independent contractor should set up his own corporation or LLC. Then the independent contractor relationship is between two entities. This helps the employer prove he is not controlling methods to accomplish the result.

Spiegel & Utrera, P.A. is a corporate law firm with its main offices located in Miami, Florida with offices throughout the United States. As a law firm, we do more than just help you form your business entity. We stand ready to help with the maintenance of your legal business entity! We will assist you with Incorporation Service, Trademarks, Copyrights, Estate Planning, Legal Counsel, Wills,Trusts, Agreements & Leases, Corporate & Company

IdentityTheft.Gov Upgraded To Better Assist Identity Theft Victims

October 4, 2016 Spiegel & Utrera, P.A.

The Federal Trade Commission’s www.IdentityTheft.gov website has been updated making it easier for consumers to start the process of regaining their identity. The website has many tools that allow identity theft victims to alert law enforcement, the credit bureaus, and the IRS, as well as other necessary parties. The website will also allow victims to file a complaint with the FTC on the same site.

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The website, using the information entered, will create a recovery plan based on the information that the consumer provides. This website, which can also be viewed on mobile devices, should be a great help to many victims of identity theft with the ever increasing use of mobile devices as well as other devices to make purchases as well as store and provide our information for various services and products.

Investors Willing To Take Risks Along With Uber

September 27, 2016 Spiegel & Utrera, P.A.

Despite ongoing litigation involving labor disputes between its drivers, it seems wealthy investors are still willing to invest boatloads of money to be a part of Uber. A special fund known as New Riders L.P. -a lesser-known contribution to the billions of dollars in capital that Uber has been raising-allows investors to bet on Uber’s success. However, investors appear to be doing this blindly.

The financial disclosures on revenue and projections are being provided to investors but the offering document for the New Riders fund does not provide any financial details about Uber itself. Additionally, equity in Uber is obtained indirectly through the fund offering little in ways of protection. Despite this, the latest round offered commitments of upwards of $500 million which values Uber at $62.5 billion. The fund’s investors seek to profit the moment Uber decides to go public at a presumable higher valuation. Such risky investments seem to be the pattern of investors with deep pockets as other investors have sought preferred stock in companies such as Facebook before they went public. The possibilities surrounding Uber allow it to solicit large quantities of capital without having to disclose too much financial information.

Worker’s Compensation Fraud Concerns Small Business Owners

September 13, 2016 Spiegel & Utrera, P.A.

A recent study found that one in five small business owners, defined by this sample as having under 100 employees, is concerned about compensation fraud and is unprepared to identify it or properly deal with the consequences. The same study found that approximately 13% of small business owners are concerned that one of their employees would commit fraud by faking an injury or illness.

A senior executive of a fraud investigations company noted that he sees more and more businesses installing surveillance cameras. Common flags for potential worker’s compensation fraud include employees with histories of filing claims, untimely claims, incidents occurring around the same time as a change in employment status, and lack of witnesses. The most common indicator, according to the executive, was an untimely report, such as when an injury occurred during the weekend and was reported early in the workweek to claim worker’s compensation.

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