Business Transactions & Services

environmental protection, nature conservation, ecology

An example of Social Entrepreneurship from NBC’s Shark Tank

Ever wonder what it means to be a social entrepreneur? Well, I found some great video to demonstrate what it means. This link will take you to an episode of ABC’s hit show “Shark Tank.” In this episode, Donny McCall makes a pitch for his product and company called Invis-a-Rack (after the commercial, jump to …

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money, money tower, coins

Before Raising Money – Identify Your Liabilities

As more social enterprises seek to obtain investment capital to help grow their business, it is important for Officers, Directors, and Founders to identify potential liabilities, and deal with them, before seeking financing. Many early stage companies have known outstanding liabilities facing them that must be addressed prior to raising investor capital. Whether it’s a …

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fort hancock lighthouse, landmark, tourism

Examining the “Independent” Benefits Director requirement for New Jersey and Vermont Benefit Corporations? Could it be a Deterrent?

As most people following the social enterprise world are aware, legislation has made its way through several states allowing for the formation of a hybrid business structure called the Benefit Corporation. A Benefit Corporation is a unique entity structure as it represents an attempt to bridge the gap between the for-profit and non-profit worlds. Benefit …

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laptop, office, hand

Boilerplate considerations: when to have an attorneys’ fees provision in your contracts.

I walked out of the conference room feeling great.  We had just hammered out a settlement dismissing a breach of contract lawsuit against our client.  The settlement terms were fair, and I was especially pleased because, at the time, I thought the chance that these particular parties would come to an agreement was slim.  Then …

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What is a “Low-Profit Limited Liability Company” (L3C)?

The L3C (Low-profit Limited Liability Company) is a for-profit business entity that, as required under its organizing documents and state law, must have a primary goal of performing a socially beneficial purpose instead of simply maximizing profit.  In addition, an L3C must avoid engaging in certain lobbying and political activities. Otherwise, an L3C is organized …

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scale, justice, judge

Unsettling – Judge Rakoff asks the SEC for an explanation in Citigroup matte

Securities case on hold as Judge asks SEC to provide a factual basis for their settlement agreement with Citigroup. On October 19, 2011, the Securities and Exchange Commission (“SEC” or the “Commission”) filed a lawsuit against Citigroup Global Markets Inc. (“Citigroup”) in the United States District Court, Southern District of New York. The Allegations In …

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write, plan, desk

Dispute Resolution Planning for Social or Hybrid Entities

With the uncertainty surrounding new corporate entities such as the Benefit Corporation, Flexible Purpose Corporation, and Low Profit Limited Liability Company, it is important for these businesses to contractually control the dispute resolution process. Legislation acknowledging new forms of business entities called “Benefit Corporations” (enacted in six states California, Maryland, Virginia, Vermont, Hawaii and New …

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