Trading on the Secondary Market
By Rimon Admin | Jun 29, 2011
In recent years, the secondary market for stocks – a platform through which investors can buy and trade shares of private companies – has grown exponentially in size and use. This year, transactions on the online platforms of SharesPost and SecondMarket alone have totaled over $ 4.6 billion, and are projected to exceed $ 6.9 billion next year. This does not include the much larger volume of trading by traditional broker-dealers and financial advisers, or other online platforms.
Legal Evolution: Serving Clients by Doing More With Less
By Rimon Admin | Jun 24, 2011
Law firms need to take a lesson from their business-clients by utilizing technology to become more efficient and cut costs to clients.
5 Tips for Finding a Good Patent Attorney
By John Boyd | Jun 20, 2011
In order to be commercially successful, ideas need to be properly developed and marketed and team and execution are usually the most important factors. However, protecting the idea with available intellectual property rights is often a critical initial step and typically requires preparing, filing and prosecuting one or more patent applications. Deciding which <a href="http://www.rimonlaw.com">law firm</a> or patent attorney to work with is often a challenge.
Silicon Valley: Connecting to Israel
By Rimon Admin | Jun 06, 2011
Recent moves into Israel by companies from the Silicon Valley are a reminder that there are still many untapped opportunities for economic cooperation between two of the world's foremost centers of high technology. Innovative business cultures and common values make Israel and the Silicon Valley natural partners in the world of high-tech and venture capital.
The Top 5 IP Mistakes Tech Startups Make
By John Boyd | Jun 02, 2011
It’s not easy being a technology startup. There are many challenges, including racing towards product and business development milestones, recruitment and management of employees, funding goals and restraints, fierce competition from big and small competitors, changing legal and regulatory landscapes – just to name a few.
One of the costliest mistakes a startup can make is mismanaging intellectual property rights. A company needs to not only manage its own IP rights, but also avoid those of third parties, including competitors. To be on the safe side, therefore, intellectual property management should include efficiently protecting the startup’s IP rights while also avoiding the IP rights of others.
Start-up package
By Michael Moradzadeh | Oct 14, 2009
Check out our start-up package: Rimon Law Startup Package.
It gives an entrepreneur a big picture view of legal issues they should consider when they start/grow their company
What is an S-Corporartion?
By Michael Moradzadeh | Aug 19, 2009
S-Corporations are corporations that elect to be treated as pass-through entities by the IRS. In order to qualify for S-Corporation status a corporation needs to satisfy several conditions, including the following: 1) all shareholders must be residents of the United States; 2) the corporation may only have one class of shareholders and may not have more than 75 shareholders; and 3) the company’s shareholders must be any of the following: individuals, estates, certain trusts, certain partnerships, tax-exempt charitable organizations, and other S corporations (but only if the other S corporation is the sole shareholder). This means S-Corporations may not be owned by other C-Corporations, LLCs, or foreign residents. If any of the requirements are not met at any time, the corporation automatically loses its S-Corporation status and will be treated as a a C-Corporation.
What is a foreign filing?
By Michael Moradzadeh | Aug 19, 2009
Whenever a corporation or limited liability company does business (i.e. enters contracts or agreements) in a state other than the state in which they are domiciled, they are required to do a foreign filing in that state. For example, if a business is incorporated in Delaware, but has an office and/or employees based in California, that business needs to do a foreign filing in California. In such a situation the corporation will need to pay franchise taxes in both Delaware and California.
Where should I form my entity?
By Michael Moradzadeh | Aug 19, 2009
This can be a very complex question. If you are looking to grow the company and get outside investment, then you should probably form an entity in Delaware. If your entity will have real estate holdings Nevada might also be a good option. Otherwise, it might make the most sense to simply form the entity in the state where you will be conducting most of your business.
Non−competition Agreements
By Michael Moradzadeh | Aug 01, 2009
Can a part-time employee hold another job while working for you? Can he or she work for a direct competitor a year after he involuntarily leaves his employment? Does this change if he owns part of your business? What if the competitor is anywhere in the world instead of in the samecounty? Different states have different laws regarding the strictures that will be enforced once a worker leaves your company. These laws are affected by the stability of the economy. It is important for your company’s future and stability, that you take full advantage of whatever protections the applicable law affords.
What is pass-through/flow-through taxation?
By Michael Moradzadeh | Jul 18, 2009
In a pass-through (or flow-through) entity, the entity’s income and expenses “pass through” the entity and are treated as the income and expenses of its owners. LLCs and S-Corporations are pass-through entities. This differs from a C-Corpoartion (which is the default form of corporation) which is taxed a corporate income tax at the end of the fiscal year in addition to the personal income taxes and dividend taxes that its owners and employees pay. Federal corporate income tax is about 15% to 35% of profits, and most states also have corporate income tax. This means after a C-Corporation has paid its expenses for the year, it will be taxed at least 15%-35% of whatever is left above the amount the company started with that year. If the company is an LLC or an S-Corporation, there is no corporate tax, and indeed the owners can even apply losses of the company against their personal income.
Should my business be a Corporation or an LLC?
By Michael Moradzadeh | Jul 17, 2009
If your business only has a few investors and you do not anticipate receiving outside financing in the near future, an LLC is probably best for you because of its flexibility, simplicity, and pass-through taxation (see blog entry on pass-through taxation). However, if you want a board of directors that is distinct from the officers and/or shareholders of the company, or if you are looking for institutional investors, then a corporation is probably a better form of entity because of its more organized and established structure of governance.
What is the difference between an LLC and a Corporation?
By Michael Moradzadeh | Jul 16, 2009
A corporation is made up of three groups of people – the shareholders, the board of directors and the officers, although the same person can hold multiple positions. The board of directors is formally elected by the shareholders and represents their interests. It is the board of directors that hires the officers of the company, also known as the management. The management’s job is to oversee the day-to-day operations of the company. Major decisions, however, require the approval of both the shareholders and the board of directors. A corporate structure is thus a highly organized and rigid structure of governance that can often be quite burdensome. A corporation requires a slew of corporate governance documents that must be frequently updated. It also requires that annual meetings be held for shareholders and the board of directors.
LLC stands for “limited liability company”. Generally it provides the same legal protections from personal liability as a corporation, however it is governed more like a partnership than a corporation. Whereas a corporation’s owners are called shareholders, the owners of an LLC are known as members. An LLC does not require a board of directors or even officers and can simply be managed directly by its members, if so desired. It can also be structured more like a corporation, with managers that are distinct from its owners. LLCs allow for significantly more flexibility than do corporations. For instance, the owners of an LLC can allocate distributions in whichever way they see fit. Even if the ownership of an LLC is split 60/40, the owners can decide to split the profits 50/50 – something that is not possible in a corporation without a significantly more complicated structure.
Why form a limited liability entity (Corporation or LLC)?
By Michael Moradzadeh | Jul 15, 2009
A limited liability entity (a corporation or an LLC) provides both financial and liability benefits. The financial benefits include the ability to deduct more business expenses from annual revenue when calculating taxable income than would be possible without an entity. Forming a limited liability entity also helps protect your personal assets in the event of a lawsuit or from debtors in a situation where your business’s liabilities exceed its assets. This means that as the owner of limited liability company, your personal assets will not be placed at risk because of the actions of your company, as long as the company is kept separate from your personal assets. This requires the corporation or LLC to: 1) make sure the company is adequately capitalized (it has the money necessary to cover the reasonably predictable legal and business responsibilities of the business); 2) that the company keeps clean accounting books and has accounts that are separate from the personal accounts of its owners or employees; and 3) that all legal documents are adequately maintained and the company complies with corporate governance laws.
Also, forming a corporation or llc usually makes it easier for a business to borrow money and to sell all or parts of the business in the future. It is important to note that the longer a business operates without a legal entity, the more complicated and expensive it becomes to transform it into one. For this reason it is very important to form a legal entity as soon as feasible.