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01.22.18
Should You Form a Social Purpose Corporation?
In the current climate of consumer activism, companies are trying to find ways to show their commitment to principles beyond the financial bottom line. California law provides for “social purpose corporations,” creating a legal structure for companies that are for-profit, and yet want to pursue social and community goals as well. This article describes some of the advantages and disadvantages of forming a company as a California social purpose corporation. Advantages • Legal pro...
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01.09.18
3 Proactive Steps Lenders Should Take In Light of a Recent Appellate Panel Ruling
By Procopio Of Counsel William A. Smelko Experience teaches that not every loan recipient will repay the lender in a timely fashion. Lenders commonly make use of third-party collection agencies when a loan falls significantly into arrears. In light of a recent decision by the 9th Circuit Bankruptcy Appellate Panel, however, it is more critical than ever for lenders to be cognizant of the letter of the law when it comes to interacting with a debtor who has filed for bankruptcy or received ...
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12.28.17
What Do Sexual Harassment and Taxes Have in Common?
By Procopio Partner Phillip L. Kossy While you might think this continues with a joke about walking into a bar, the truth is that the current cultural/legal upheaval surrounding sexual harassment and misconduct and the just-enacted tax reform bill actually do intersect in at least one direct way — buried in Section 13307 of the “Tax Cuts and Jobs Act,” located on page 206 of 503. Section 13307 of the new legislation amends Section 162 of the Internal Revenue Code pertaining to ...
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12.21.17
Wage Law Liability Risks Increase for General Contractors in 2018
By Procopio Partner Laurence R. Phillips and Associate Stephenie M. Alexander All general contractors need to be aware that, as of January 1, 2018, California Labor Code Section 218.7 imposes liability for a subcontractor’s failure to pay wages and fringe benefits to its employees. Under this revision in the law, a “direct contractor” (i.e., a contractor that has a direct contractual relationship with an owner) who enters into a contract for the “erection, construction, alteration...
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12.19.17
6 Key Considerations When Selling Your Privately Held Company
By Procopio Partner Matthew D. Short In today’s seller-friendly business environment, buyers are eager to snatch up hot companies, and are willing to pay top dollar. If you’re looking to sell your privately held company, there are six key considerations to keep in mind that should increase your sales price, put more proceeds in your pocket after the sale, make the sale process flow smoothly, and maximize your work opportunities once the sale is completed. 1. Properly Assemble Your...
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12.08.17
The State Is On Fire: What Should Employers Do About Paying Employees?
By Partner Marie Burke Kenny, Leader of Procopio's Labor & Employment Law Practice Group and Member of Procopio's Management Committee The text pinging in the middle of the night announced that my kids’ school is closed today due to fires in Carlsbad, California. Thankfully, the closure is precautionary and mostly due to air quality. Elsewhere in Southern California, however, the fires continue to rage over 160,000 acres and people are struggling to cope with the significant propert...
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12.07.17
How Your Company's Valuation Can Be Impacted By Convertible Notes
By Procopio Partner Paul B. Johnson and Attorney Aaron Sokoloff With valuations in venture capital financings at historically high levels, companies are finding that “valuation caps” and other related terms in convertible notes and other convertible instruments are having a significant effect on company capitalization. For example, if entrepreneurs and investors do not consider the effects of outstanding convertible notes when negotiating the terms of an equity financing, there can be...
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11.28.17
Did You Just Inadvertently Violate Trademark Law?
By Procopio Partner Barry F. Soalt We’re all digital communicators today, whether you’re an advertising firm account manager, a corporate marketing executive, or simply someone posting your latest insight on Facebook. What we often fail to realize, however, is how when we communicate with the world we regularly run the risk of potential intellectual property infringement. You may have heard some warnings about inadvertent copyright violations, including the need for explicit permi...
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