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Safe Harbor For Seeking Accredited Investors

Safe Harbor For Seeking Accredited Investors published on

If you are seeking to raise money for your business through private offering, the US Securities and Exchange Commission  (SEC) recently changed the rules regarding broad solicitation and general advertising under Rule 506 (c). Your company may take reasonable steps to ensure that all purchases are being made by accredited investors to satisfy the SEC rules when such accredited investors have approached the company following the general solicitation. The SEC provides non-exclusive means of achieving a safe harbor under the rule for verifying the income of the accredited investor, which include reviewing Internal Revenue Service forms that report income for the two most recent years.

When this is not available, review of the Internal Revenue Service forms that report income for the two years preceding the recently completed year and obtaining written representations from the purchaser that (i) an Internal Revenue Service form that reports the purchaser’s income for the recently completed year is not available, (ii) specify the amount of income the purchaser received for the recently completed year and that such amount reached the level needed to qualify as an accredited investor, and (iii) the purchaser has a reasonable expectation of reaching the requisite income level for the current year satisfies the SEC rule.

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

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Ad The Price Of Deception

Ad The Price Of Deception published on

Are you a victim? Have you ever been sitting in front of the television or computer, or reading a magazine, and see that one life-altering product scientifically proven to make you healthy, athletic, sexy, or rich and powerful? At the moment you must obtain this transformative product, and once it is in your midst, you realized you were deceived because the product doesn’t provide the results as guaranteed. If you are reminiscing about such a time, then you or a loved one may have been a victim of false advertising. In advertising, there’s a big difference between pushing the truth and making false claims, and for businesses that cross the line it can cost millions.

Tommie

Recently Tommie Copper, Inc., and its founder agreed to pay $1.35 million to settle the Federal Trade Commission charges; which claim that Tommie Copper’s advertisement of the company’s copper-infused compression clothing was deceptively misleading. Tommie Copper, Inc.’s, brochures, social media, and print media for the product claimed that the product would relieve severe and chronic pain and inflammation caused by arthritis and other diseases. Celebrity and consumer testimonials claimed that, “Tommie Copper garments alleviated pain caused by multiple sclerosis, arthritis, and fibromyalgia and could provide pain relief comparable to, or better than drugs or surgery.”

Regrettably, Tommie Copper, Inc. was unable to substantiate or provide any scientific data or expert testimony to corroborate said benefits of its copper-infused compression garments as specified in Tommie Copper, Inc.’s, brochures, social media, print media, and testimonials. Now Tommie Copper, Inc. and its founder understand the cost of deception in any advertisement when such product claims are unverifiable. So, business owners, beware when drafting advertisements for your products, and remember deceit is a treacherous and costly path.

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

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Girl Scouts: Are They Too Direct?

Girl Scouts: Are They Too Direct? published on

From the moment the phrase “Girl Scouts” is uttered, minds drifts to one thing: COOKIES! Thin Mints, Tagalongs, and Samoas — they are all so delicious, but sadly, their sale is sporadic and disappearance rapid. Once Girl Scout cookie season is over, it is impossible to find any of those delicious morsels distributed online or in your local grocery store, leaving consumers of these delectable delights contemplating the reason. Well, the answer is simple: aside from the Girl Scouts being absolutely adorable and it being unthinkable to say no to their little faces, the Girl Scouts use one of the oldest business strategies: direct sales. In a direct sales model, the business sells its products directly to the end consumer, rather than selling products in large volumes to distributors and stores. While the direct sale approach may be challenging, it offers control, flexibility, and immediate customer evaluation.

girl-Scout-Cookies

Direct sales provide business owners with the opportunity to manage their own personal relationships with their customers, which helps business owners understand and adapt to the needs of their customers. Also the feedback gained from direct sales interactions may be useful in evaluating the effectiveness of the business’s marketing campaigns, which will ultimately allow the business owner to tailor the development of products or services to consumer interests. Furthermore, a business that uses a direct sales model is less reliant on retailers, which may provide a stronger position in a negotiation with a retailer and allow the company to potentially secure a larger share of the profit from its products. So this year, when getting your cookie fix from the Girl Scouts, please take notes, because their business strategy is sure to leave you wanting more, while fostering a sweet sense of loyalty to their business brand.

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

Investments In Taxi Medallions May Be Waning

Investments In Taxi Medallions May Be Waning published on

The use of ride-sharing businesses may have taxicab companies questioning their investments for taxi medallions. In big cities, a taxi medallion is required for city-issued and regulated taxi services. At its all-time high in 2013, the cost for a taxi medallion was priced as high as $1.2 million but has since seen a sharp decline. Although a high initial expense, business owners often purchased taxi medallions with hopes of providing the license to their children or family members as an inheritance asset. However, many taxi medallion owners are now concerned that there is no market to sell the medallions, given the ride-share competition. One taxi driver notes that he inherited his medallion from his father 28 years ago and used the same to purchase two homes and send his two children to college. However, he, like many medallion owners, is unsure if he will be able to liquidate the value of the medallion to a seller with today’s market.

Taxi Medallion

There is growing concern that the ride-share economy puts medallion owners at an unfair disadvantage, subjecting medallion owners to stricter vehicle inspections, licensure requirements, and fare limitations. Many individual medallion owners and institutional investors alike now seek an active regulatory overhaul, together with prompting app-based innovations for taxis, to assist the medallion business to remain competitive with the burgeoning ride share industry.

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

Uber Settles On User Privacy

Uber Settles On User Privacy published on

An on going investigation of the popular car-sharing company, Uber, that has been led by a state attorney general’s office since November 2014 has come to a recent settlement. The investigation centered around the company’s collection, maintenance, and disclosure of customer’s personal information. A data breach of the company’s system had also been reported, in which a third party accessed Uber drivers’ personal information and drivers’ license numbers.

uber

The investigation began after several complaints were filed in which customers were being inappropriately tracked through Uber’s geolocation system, “God View”. This aerial view allows Uber to track real-time movement of cars vis-a-vis customer demand, thereby allowing the company to send alerts rerouting drivers if need be.

Given customer concerns of their privacy, the settlement requires the company to now utilize several data security practices and to encrypt their data, including customer geo-locations, so that riders are protected from unintentional tracking on their persons. Uber will also require a multi-factor authentication that Uber drivers would need to input before accesing customers’ personal information, as well as annual employee training.

The company will also be required to pay a $20,000 penalty for failure to timely notify the affected drivers of the security breach.

If you are a member of Spiegel & Utrera, P.A.’s General Counsel Club and have user privacy 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

Protect Your Brand With A Non-Disparagement And A Morals Clause

Protect Your Brand With A Non-Disparagement And A Morals Clause published on

Building a brand name for your business takes hard work. Protecting that brand takes work too. And actions by parties within and without may tarnish your brand name.

A non-disparagement clause protects the brand by actions of those from within: exiting business partners are held to not make comments that would impact the brand. A former business partner will often seek to distinguish himself from the business often at the brand’s expense. ContractDisparaging comments that damage the business may have remedy with a non-disparagement clause.

A morals clause protects the brand from the actions of third parties with which the business is in contract. The business will often enter into contracts such as leasing retail space. Actions by the landlord that would impact the business by association create an escape from the contract allowing the brand to distance itself from the harmful actions.

Both types of clause are helpful to protect your investment, the business’s brand name.

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

New Federal Bill Supports Employees’ Rights To Seek A Flexible Work Schedule

New Federal Bill Supports Employees’ Rights To Seek A Flexible Work Schedule published on

New legislation intended to be introduced by the Senate and House Democrats in March of this year seeks to promote the right of employees to request a flexible work arrangement. The bill, entitled the Flexibility for Working Families Act, protects the rights of employees that may require non-traditional work hours due to family obligations; the employees would be able to request these schedules without fear of punishment from their employers.

work-life-balance

The elected officials supporting the bill suggest that businesses will be able to retain exemplary employees who may otherwise be forced to seek other, more flexible positions; it may also encourage employees to remain in the workforce while still balancing their home obligations. The bill suggests that any employer who fires or cuts employee hours due to the request would be fined by the Labor Department. The proposed measure counters an already-introduced, Republican-sponsored bill entitled “Working Families Flexibility Act,” which offers eligible workers to choose “comp” time, rather than overtime pay, if they work more than 40 hours per week.

 

 

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

Your Small Business Needs NDAs

Your Small Business Needs NDAs published on

Nondisclosure agreements, also called NDAs or confidentiality agreements, can protect your business’s non-public information, such as trade secrets, patents, designs, client lists, and marketing research. An NDA is a legally binding contract between parties who agree to keep certain information confidential. The information may be shared during the course of employment or during a business transaction or interview. When someone who has agreed to protect secret information violates the NDA, the other party may sue for injunctive relief to stop the release of information and recover damages-possibly including lost profits. The following are some of the components a well drafted NDA includes:

  • Confidential information protected and excluded
  • Obligations of receiving party
  • Consequences of breach
  • Length of agreement
  • Method of dispute

ConfidentialityAgreement

Whether you have an innovative business plan, a secret recipe, or a great invention, confidentiality may be the key to your business’s success. In the course of doing business, it’s inevitable that you’ll have to share this confidential information with employees, colleagues, investors, etc. You must take proactive steps to protect your confidential information. It is advisable to let an attorney prepare an agreement protecting your business information now to save a legal headache and potential loss of business later.

If you are a member of Spiegel & Utrera, P.A.’s General Counsel Club and have confidentiality agreements 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

Heavy Is The Head That Uses The “Crowd”

Heavy Is The Head That Uses The “Crowd” published on

Once upon a time there lived a king who carried the burden of raising funds for his business. He sought the advice of investors, and urged his circle of subjects to contribute to his business. Yet, no one was eager to bestow such a gift. Then from the dark ages emerged the almighty internet, which allowed the king to reach across the vast kingdom and solicit funds from a plethora of subjects through crowdfunding.

crowdfunding1

Crowdfunding is a method of raising capital via social media and crowdfunding platforms. Crowdfunding platforms such as Kickstarter, Indiegogo, and RocketHub, allows you to create a fundraising campaign for your business and safely request donations from thousands of investors. This centralize method allows you to streamline your fundraising efforts in one location and eliminates the need to pursue each investor individually. But beware, the money you earn must be used to fund your campaign or you risk being dethroned and ruled by the Federal Trade Commission (“FTC”).

The FTC took legal action against the deceptive tactics of a project creator who raised money to produce a board game through a Kickstarter campaign. The project creator promised his investors great rewards upon completion of his board game, and raised more than $12,000.00 from hopeful investors. But instead of bestowing such gifts of gratitude as promised, the project creator spent most of the money on rent moving to Oregon, personal equipment, and licenses for different projects. In the end the project creator agreed to a settlement that prohibits him from deceptive representations related to any crowdfunding campaigns in the future and requires to honor any stated refund policy. While crowdfunding may be a great way to fund your empire, if you abuse such platforms, you may be the subject of a FTC beheading.

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

Financing Your Small Business: Small Business Administration Loans

Financing Your Small Business: Small Business Administration Loans published on

All businesses start with a great idea, but a business needs the right funding to truly launch a business venture. However, obtaining the right kind of funding is an obstacle in itself for many small business owners. Some of the more popular funding options for entrepreneurs include:

  1. Self-Financing
  2. Friends and Family
  3. Credit Cards
  4. Bank Loans
  5. Business/trade credit
  6. Venture capitalists and angel investors

Another alternative form of funding is the Small Business Administration (SBA) loan program. The SBA offers several types of loans including the SBA 7(a) Loan, the SBA 504 Loan, and the MicroLoan Program.

Small Business Loan

SBA 7(a) Loan. The 7(a) loan is the SBA’s most common loan program. This loan is for both start-ups and existing businesses who use the money to finance purchase of real estate, equipment, furniture, inventory, cover accounts payable, and other short-term working capital needs. The loan amount can be up to $2 million. The length of the loan is up to 25 years maximum for real estate or seven years maximum for working capital.

SBA 504 Loan. The 504 term loan finances long-term fixed assets and is a zero subsidy program. Additionally, this loan typically is applied toward investments in real estate assets and machinery. The loan amount can be up to $1 million for general purposes or up to $1.3 million for public policy goals. The length of the loan is 10 to 20 years.

MicroLoan Program. This loan is specifically for start-ups that couldn’t obtain other means of funding due to poor credit and lack of assets. The MicroLoan typically goes to small businesses with five employees or fewer. The loan amount can be up to $35,000 and the length of the loan is a maximum of six years.

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

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