The Empowering Employees through Stock Ownership Act

Sweat equity is the term used to refer to an employee’s labor that is invested into an asset as opposed to equity bought with capital. Ideally, it would be fair for all employees whose sweat equity increases the value of a private company to share in the ownership of that company. But under current tax…

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Special Topics in Creative Structures: The Common Stock Financing

Venture capital is drying up. So sayeth every oracle of Silicon Valley and the rest of the startup ecosystem. I don’t know that I agree with them (a good question – for another time), but I do know that belt-tightening times like this often lead entrepreneurs to look beyond the preferred equity-style investment structure which…

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An Overview of §280G

In corporate mergers and acquisitions, only a handful of corporate representatives control the outcome of negotiations. Such representatives of selling corporations can unfairly choose deals that provide handsome payments to the representatives while leaving less for shareholders. To prevent this, Internal Revenue Code (“IRC”) §280G prevents both selling and acquiring corporations involved in a corporate…

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The Fix Crowdfunding Act

The Jumpstart Our Business Startups (JOBS) Act of 2012 eased securities regulations in order to encourage small businesses and startups to raise capital from crowdfunding. Since then, the Securities and Exchange Commission enacted Title III of the JOBS Act which encompasses regulation crowdfunding. However, Title III has faced criticism for being unworkable. Now, a new…

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