Showing 41 posts by Nicholas M. Oertel.
Key Considerations on How to Sell Your Business
No matter the reason, when selling a business, it is important that the business owner and advisors understand the broader reasons for the sale to ensure that the deal is structured to achieve the seller's goals. Read More ›
Categories: Compliance, Mergers & Acquisitions, Sales/Disputes, Tax, Tax Disputes
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A Brief Legal Guide to Buying a Distressed Business
Earlier in the pandemic, our team identified the economic crisis caused by COVID-19 as a growth opportunity for businesses with the vision and the resources to take advantage. One such opportunity is the chance to diversify or grow by acquiring distressed competitors, suppliers, or customers. Read More ›
Categories: Chapter 11, Contracts, Mergers & Acquisitions
Do I Need a Private Placement Memorandum to Raise Investment Capital?
The short answer is that it depends, but it is usually advisable and sometimes required. Let’s dig deeper.
Initially, let’s discuss what a PPM is. A PPM is a document that discloses information regarding the company that is seeking to raise investment capital. In some ways, it is like a business plan, but with detailed additions for investment risk factors, securities law provisions, and the proposed terms of investment. PPMs go by a variety of names – including confidential information memorandums (CIMs) and offering memorandums. Read More ›
Categories: Crowdfunding, Tax, Venture Capital/Funding
Common Legal Mistakes of Start-Ups
The list below highlights some of the frequent legal mistakes made by start-ups. Blunders and mistakes are certainly a part of life and starting a business. But, we hope that the advice below will help you avoid a few. Read More ›
Categories: Startup
Title III Crowdfunding: What is a Funding Portal?
In a previous blog post, we discussed the key highlights of the new Title III crowdfunding rules. In short, businesses are now permitted (subject to certain rules and restrictions) to use equity crowdfunding to offer and sell securities to non-accredited investors.
One of the key investor protections of Title III is that crowdfunding transactions must take place through an SEC-registered intermediary – either a funding portal or a registered broker-dealer. Broker-dealers are likely to be hesitant to serve as an intermediary in a Title III crowdfunding campaign. The reason is that broker-dealers are subject to extensive rules and regulations. Broker-dealers usually pass along their regulatory compliance costs to customers. However, Title III crowdfunding campaigns involve such small amounts (i.e., $1 million or less) that broker-dealers will likely find it unprofitable to serve the market. Read More ›
Categories: Crowdfunding, Venture Capital/Funding
SEC Finalizes Long-Awaited Title III Crowdfunding Rules
The long awaited SEC Title III crowdfunding final rules have arrived.
The new rules will open the equity crowdfunding gates to non-accredited investors. Non-accredited investors include individuals: (A) with a net worth less than $1 million, or (B) who have an annual gross income of less than $200,000 (or $300,000 together with their spouse). In other words, businesses will now be permitted to utilize crowdfunding to raise capital by selling their securities to “everyday folks.”
Below are some of the key highlights from the new rules. Read More ›
Categories: Crowdfunding, Venture Capital/Funding
Crowdfunding 101
What is crowdfunding? Is it legal? Learn the response to these questions and much more in this short video clip:
Categories: Crowdfunding, Venture Capital/Funding
Michigan Enacts Law Allowing Local Stock Exchanges
On October 22, 2014, Governor Snyder signed Public Act 355 of 2014 into law. The cardinal rule of securities laws is that a person cannot sell a security unless the security is: (A) registered, or (B) exempt from registration. Public Act 355 creates a new exemption for secondary sales facilitated by a Michigan Investment Market. Read More ›
Categories: Crowdfunding, Venture Capital/Funding
Kickstarter and Crowdfunding can provide much needed business funds – and a big tax bill
Kickstarter is a crowdfunding platform for creative projects. It has helped a wide range of people fundraise to help finance a variety of projects. Often time people overlook the tax implications to successful Kickstarter campaigns. Check out our Tax Law Blog post to learn more about the tax implications>
Categories: Crowdfunding, Tax
New Michigan Crowdfunding Website
Since the passing of the Crowdfunding Act in December 2013, many questions concerning the applicability of the law have surfaced. This past month, the Michigan Municipal League launched CrowdfundingMI.com, a website pertaining to crowdfunding in Michigan. It is an excellent resource intended to answer basic questions and importantly, aimed to help local businesses connect with investors. The website provides general information, along with frequently asked questions, and tutorials regarding the benefits of crowdfunding Read More ›
Categories: Crowdfunding, Venture Capital/Funding
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