New York’s STARTUP-NY Program @ Paper This Deal

Starting at the beginning of 2014, New York’s STARTUP-NY Program went live.  Here is the official website for the initiative.  Its goals are laudable but its only available to a small niche of companies.  If your company qualifies, however, the benefits are rather nice.

In summary, the Program provides eligible companies with free office space (at certain locations) for a period of time and the employees of the company pay no state income tax on their income (at least for the first five years, with a small amount possibly paid in years 5 through ten).  The Program is attempting to lure out-of-state companies into New York, while encouraging sprouting of new startups that otherwise may not have started without these benefits.  Overall New York is looking to add more jobs in the state, and the more jobs now (even with tax breaks) the more taxes the state can collect in teh future.  Continue reading

The SEC’s New Financial Sniffing Tools @ Paper this Deal

Beginning this year, as described by SEC’s Chair Mary Jo White at the Chair Mary Jo White at the 41st Annual Securities Regulation Institute on January 27, 2014, described some of the new tools and systems the SEC would be using in 2014. Continue reading

Enforcing Online Terms of Use: Clickwrap vs. Browsewrap Agreements @ Paper this Deal

I’ve discussed why every website owner needs to have an effective Terms of Use and/or Service Agreement (also called an End User License Agreement, but you can call it what you want).  Now I want to briefly hit on how the provisions of the Terms of Use can be enforced under New York Law. Continue reading

CVS’s Move to Stop Selling Tobacco and the Business Judgment Rule @ Paper this Deal

As you may have heard, CVS pharmacies are planning to stop selling tobacco products.  When I heard about that, the lawyer side of my brain wondered about the thought process behind the decision.  As the company, CVS Caremark, is a publicly traded for profit corporation, and not a benefit corporation, how would the CVS board justify its decision? Continue reading

Domestic International Sales Corporations @ Paper this Deal

If you export products for sale of any type and don’t know what an IC-DISC (or simply a DISC) is, or think it’s a round piece of plastic you put in your computer’s drive, then keep reading.  Any United States business with qualifying export sales can save a large amount of money with the use of a Interest Charge Domestic International Sales Corporation (referred to hereinafter as a “DISC”). Continue reading

Securities Laws as applied to Virtual and Online Items @ Paper this Deal

There’s been a lot of discussion about whether online or virtual accounts can be deemed securities under the U.S. federal securities law.  The most well known at the moment is Bitcoin.

A case was just decided where the court found that Bitcoin was a currency.  Based on that fact, and that the protaganist in the case was offering a money making scheme (you put in money, wait and make more money off Bitcoin), the scheme was subject to the securities laws.   We’ll have to parse out the holding.  The court did not hold that the Bitcoin itself is a security, but rather that Bitcoins are a type of currency – because they can be converted into currency (which I’m not sure I agree with – any commodity, product or item can somehow be converted to currency - and the distinction between selling and converting seems like a big deal). Here’s the link to the case, its actually rather short and sparse on legal analysis for one that makes such huge leaps in legal doctrine as applied to a concept which the court is probably not overly familiar with.  The old adage that bad facts make bad law seems to be the culprit again, as the scheme the guy in Texas was attempting to pull off was not something a judge would let him off on.

I’m pretty sure this isn’t the last we’ve heard of the SEC v. Bitcoin debate.  Mark it up as SEC 1, Bitcoin 0 so far, unfortunately.

I’ll give a breakdown of the securities laws and how they could be, and have been, applied to virtual goods, online items, and currency, including Bitcoin (which I’m not conceding is technically a currency). Continue reading

SEC Releases Proposed Equity Crowdfunding Rules @ Paper This Deal

Yesterday the SEC released its long awaited crowdfunding rules.  The Proposed Rules are available here (and SEC’s press release here), and at 585 pages will make labored reading.   I’ve seen plenty of press coverage on the topic and most stories have taken the premise that equity crowdfunding (which the SEC is calling “Regulation Crowdfunding”) is something that the SEC is “considering” allowing.  I want to dispel that notion, and as I’ve discussed before (and here), the JOBS Act passed by Congress directs the SEC to promulgate regulations to allow equity crowdfunding.  The SEC has no choice in the matter, although it did take its time (these proposed rules were supposed to be issued by the end of last year – 2012).  And unfortunately the SEC can make compliance with the Regulation Crowdfunding rules so difficult that very few issuers will choose to use them to raise capital. Continue reading