SEC’s Final Rules on Regulation Crowdfunding (Finally) @ Paper This Deal

So on October 30, 2015, the SEC adopted final rules which will, after the comment period is done (60) days and they are adopted, allow crowdfunding a/k/a Regulation Crowdfunding a/k/a Equity Crowdfunding in the United States.

At first glance the final rules appear similar to the previously issued versions, with individuals only authorized to invest a portion of their annual salary or net worth through crowdfunding each year.  See the press release here.

Portals which will offer the securities of companies offering same through Regulation Crowdfunding will be effective January 29, 2016 so hopefully a decent number of platforms will be available to start the party in early 2016.

The final rules will be effective 180 days after they are published in the Federal Register. The below is a brief summary in FAQ form covering the Regulation Crowdfunding rules. Continue reading

New York Qualified Emerging Technology Company (QETC) Incentives @ Paper This Deal

If your company operates in New York and meets the definition of a “qualified emerging technology company” (a “QETC”) it is eligible for New York tax credits.  Additionally if you are a New York State taxpayer and interested in investing in a QETC you may be eligible to claim a credit as well. Continue reading

New York Tax Department’s Voluntary Disclosure and Compliance Program @ Paper This Deal

If you become aware of the fact that you’ve failed to report and pay tax due to New York State, don’t think that it will go away.  It will only get worse.  Penalties, interest and especially criminal charges are serious business. The New York Tax Department has a Voluntary Disclosure and Compliance Program that you can avail yourself of. Continue reading

New York State Manufacturer’s Real Property Tax Credit @ Paper This Deal

If you are a “qualified New York manufacturer” doing business as a corporation and you paid real property taxes (either as the owner or as the lessee) for your business location where you perform the manufacturing activities, you are eligible for the New York State Manufacturer’s Real Property Tax Credit.

The Credit is equal to 20% of the eligible real property taxes paid by the manufacturer each year.   The manufacturer must exclude portions of the owned or leased real property that are not used in the manufacturing activities (such as parking lots, and common areas, etc.).

A “qualified New York manufacturer” is a manufacturer that either (1) has property in New York State of the type described for New York’s investment tax credit under Tax Law section 210.12(b)(i)(A) that has an adjusted basis for federal income tax purposes of at least $1 million at the end of the tax year, or (2) has all its real and personal property in New York State.


IRS Voluntary Disclosure Practice @ Paper This Deal

Faced with the situation that you or your company has been misreporting income or miscalculating taxes, you should not stick your head in the sand and hope that it never catches up with you.  You should work with your accountant and attorney and calculate the amount due.

First, the IRS has two voluntary disclosure programs.  The first is for domestic voluntary disclosure of tax issues, which I am discussing here.  The other is a separate program for Offshore Account Voluntary Disclosure (to be discussed in a later post). Continue reading

Trademark Consent Agreements @ Paper This Deal

When filing a trademark application, if the USPTO Examining Attorney issues an initial refusal because he or she finds that there is a substantial likelihood of confusion with a pre-existing mark, this can be an issue with respect to getting the application registered.  One way around this is to enter into a Consent Agreement with the holder of the pre-existing filed trademark.

The holder of the pre-existing filed trademark may not have any incentive to enter into such an agreement, so monetary compensation may be required.  As their are usually parameters that are agreed to, such as use of the marks in certain industries, on certain products, in certain markets, using fonts, colors, etc.

Something to remember is that if you file the Consent Agreement with the USPTO it is a public document and can be viewed by others.  This is an issue if you are paying monetary compensation.  A way to avoid this is to draft two agreements (or one with all of the issues and the compensation in a side letter agreement).

The existence of a Consent Agreement when an initial refusal for confusion is usually found by the Examining Attorney to be a good factor in allowing the filer to have its application registered.  The holder of the pre-existing filed mark is a good barometer for what would be seen as confusion by consumers in the marketplace.

Partnership Taxation: Substantial Economic Effect @ Paper This Deal

Partnership taxation is a complex area of tax law. We’ll be walking through some of the issues you should be aware of.

The first is to ensure you are getting the deal you thought you were.  Partners (or LLC members where the LLC has multiple members and does not “check the box“) can agree on how to allocate the profit and losses of the business as they see fit in the agreement.  The allocations can be done in any manner the partners/members choose, provided that the allocations have “substantial economic effect.” See IRC 704(b); Treas. Reg. 1.704-1(b). Continue reading