The mechanics of a spin-off are relatively simple: in a spin-off, a parent company distributes shares of a subsidiary on a pro rata basis to the parent company’s shareholders. As a result, the subsidiary becomes a separate company. The question, however, is how to conduct the spin-off in a manner that falls in step with [...]
In November of 2007, the SEC adopted significant amendments to Rule 144. This article reflects those changes, and outlines the dictates of Rule 144. At the foundation of our securities laws is the premise that shares of stock that are not registered with the SEC are subject to limitations on resale. Naturally, however, exceptions to this [...]
Without doubt, S-8 is a powerful tool: it empowers fully reporting companies to register shares quickly and easily–without automatic SEC examiner review. S-8 registration allows issuers to compensate employees and some outside consultants with registered shares in lieu of cash. Issuers and their management remain confused, however, by the types of services for which S-8 [...]
“Faithfulness to the formalities is the price paid to the corporation fiction, a relatively small price to pay for limited liability .” -as quoted by the court in Labadie Coal Co. v. Black Liability protection for LLC and corporation owners is not absolute. In a legal sense, corporations and LLCs are legal entities separate from [...]
An Introduction to Asset Protection Asset protection refers to a set of legal techniques that protect a person’s property from creditors and judgments. While there have always been protective measures available to persons to protect their assets, there has never been as great an interest in asset protection until recent years. The litigation explosion of [...]
Comparing Corporations, LLCs, and Partnerships The most common forms of business enterprises in use in the United States are the sole proprietorship, general partnership, limited liability company (LLC), and corporation. Each form has advantages and disadvantages in complexity, ease of setup, cost, liability protection, periodic reporting requirements, operating complexity, and taxation. Also, some business forms [...]
Must Contracts Be Signed or Initialed on Every Page? Short answer? No. You may have noticed that often some multi-page contracts contain a location on each page for all parties to initial. Often you will see these small signature lines in the lower right hand corner of each individual page of a contract. The practice [...]
How to Effectively Manage Your Corporation or LLC (Limited Liability Company) to Maximize Your Personal Liability Protection The most notable feature of corporations is that a corporation’s shareholders are protected from personal liability for the company’s debts and obligations. This is a valuable tool for businesspersons. In fact, the corporation developed historically as a means [...]
The first legal trials were not trials that we would recognize. In their early forms, trials were barbaric and violent and had almost nothing to do with judging truth or culpability, they were more predicated upon divine intervention or superstition. English courts employed a form of ‘trial by combat’ known as ‘wager of battel’ soon [...]
Our modern legal system has to apply a numerical value to a human life– an imperfect and morbid undertaking, for sure, but the scope of human activity in a modern world inevitably yields death and sometimes disability, so any legal system has to eventually tackle the question. For example, when an American soldier dies in [...]
Below is a summary of Lemon Law rules and statutes in Alabama. Keep in mind that rules and laws change. It’s always a good idea to confirm the rules your state’s consumer protection agency or with further research. What Vehicles Are Covered by the Lemon Law? Vehicles intended primarily for use and operation on public [...]
Below is a summary of Lemon Law rules and statutes in Arkansas. Keep in mind that rules and laws change. It’s always a good idea to confirm the rules your state’s consumer protection agency or with further research. What Vehicles Are Covered by the Lemon Law? Vehicle purchased or leased for transportation of persons or [...]
Below is a summary of Lemon Law rules and statutes in Arizona. Keep in mind that rules and laws change. It’s always a good idea to confirm the rules your state’s consumer protection agency or with further research. What Vehicles Are Covered by the Lemon Law? Vehicles under 10,000 pounds Gross Vehicle Weight, used to [...]
California Lemon Law Summary Below is a summary of Lemon Law rules and statutes in California. Keep in mind that rules and laws change. It’s always a good idea to confirm the rules your state’s consumer protection agency or with further research. What Vehicles Are Covered by the Lemon Law? Vehicles used primarily for personal, [...]
Below is a summary of Lemon Law rules and statutes in Colorado. Keep in mind that rules and laws change. It’s always a good idea to confirm the rules your state’s consumer protection agency or with further research. What Vehicles Are Covered by the Lemon Law? Private Passenger cars, normally used for personal, family or [...]