Business Transactions & Services

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What Stance will SEC take with JOBS Act?

Last week my colleague Peter Smith penned a great piece on the new JOBS act (the “Act”) and the potential that the new Crowdfunding frontier presents (both good and bad) with this foray into new regulatory territory.  As Peter correctly points out, there are both positives (access to funding for early stage or “emerging growth …

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Why a start-up should use an attorney to help form their business structure from “This Week in Startups”

Here’s a question I often get: should I use an attorney when first form my company, or should I go with a web-based service, or should I do it myself? Typically, I’d recommend that you use an attorney. Web-based products tend to shoehorn young companies into a corporate structure that doesn’t make sense and they …

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The Crowdfunding Frontier; How the JOBS Act is like the Wild Wild West

Now that the President has signed the Jump-Start Our Business Start-Ups (JOBS) Act (the “ACT“), crowdfunding through the various different crowdfunding sites available, will be a legitimate source of equity financing for start-up companies. At its core, crowdfunding means raising small amounts of money from the general public (the crowd); a practice that was virtually …

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Washington Passes Social Purpose Corporation: Introduction to the SPC

Now that Governor Christine Gregiore has signed SHB 2239 (the “Legislation”),[1] Washington state has a for-profit business entity to offer the entrepreneur looking to make a social impact: the Social Purpose Corporation (SPC).   I previewed the Legislation here, but now it’s time to provide a more in-depth introduction to the SPC. The SPC is Washington’s …

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Benefit Enforcement Proceedings for the Benefit Corporation– What are they and How will they work?

As more and more states enact legislation authorizing Benefit Corporations, more questions will be asked about the form and function of these hybrid entities.  Nowhere are these questions more evident than when examining the dispute resolution process set forth in the various state statutes. A quick primer.  Benefit Corporations are designed to allow a corporation …

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office, business, colleagues

Beware the “Best Efforts” Consultants

If you are a business seeking a consultant to assist your company in any number of difficult undertakings, odds are it won’t be long until you encounter the term ‘best efforts’ in an engagement agreement or services contract.  This phrase appears in many contracts for consultants who assist businesses with (1)  Debt restructuring; (2)  Identification …

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windmill, rural, old windmill

A new way of doing business, the Benefit Corporation Ted Talk

“Because government and nonprofits alone are insufficient to solve the world’s most pressing problems . . .” Like Jay Coen Gilbert (one of the founders of B-Labs and the Benefit Corporation) says in the video below, both government and nonprofit entities will have incrementally less resources moving forward.  Indeed, the more interconnected the world is, the …

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mountains, trees, fog

The Washington State Senate approves of the “Social Purpose Corporation”

   Today, the Washington State Senate approved a bill that would establish the Social Purpose Corporation by a vote of 34 to 14 with 1 excused.  The bill was passed by the House of Representatives last month, as I wrote about here, and it now only needs approval by Governor Gregoire to become law.  Washington …

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startup, start-up, notebooks

Mission and Market, the First Two Considerations for a Start-up Social Venture

You’re fed up. There’s a social problem that you can’t stand. It seems imminently solvable if only someone would take the initiative to get it done. So you’ve made up your mind: you’re going to solve this problem by starting a business. You’ll immediately face an important decision. Is your business going to be a …

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Personal Guaranties and Service Contracts – A thorny legal issue

Many founders of small companies and social enterprises will be asked to Guaranty service contracts or engagement agreements with consultants or contractors. This should raise some key questions before any founder or small business owner puts themselves, and their assets, on the line for these relationships. The concept of the personal guaranty is not a …

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