Securities Issues

SMALL BUSINESS FUNDRAISING IDEAS-AVOIDING COMPLEX SECURITIES REGULATIONS

The latest issue of the ABA journal called Business Law Today has an article entitled Small Business Fundraising Ideas–Avoiding Complex Securities Regulations.  This is a subject every LLC lawyer needs to know in depth.  The article is copyrighted, so I can’t provide you with a link to it.  But consider subscribing to the above ABA […]

WHEN IS A MEMBERSHIP IN AN LLC A SECURITY?

Anytime any of the members of an LLC you are forming for your clients are non-managers or otherwise significantly passive as to LLC management, you have to be concerned about possible federal and state securities law issues.  The post under the link below discusses a 10th circuit December 2016 case on this issue.  Here’s the […]

LAW JOURNAL ARTICLE ABOUT PERFECTING SECURITIES INTERESTS IN SERIES LLCS

Except in very narrow circumstances, I believe lawyers shouldn’t advise their clients to use series LLCs; and I believe that if they do, they should provide their clients with detailed warnings about the attendant risks.  However, if they do advise them to use series LLCs, they should be aware of the issues addressed in the […]

INCOME INEQUALITY

In connection with my LLC formation practice, I sometimes have to provide clients with advice and documents that will protect them from liability under federal and state securities laws if these clients want to grant LLC memberships to passive investors.  (Any such grant can raise serious securities law issues.) Thus, to keep up in the […]

SUBSCRIPTION AGREEMENTS IN LLC FORMATIONS

If you’re forming an LLC that will have even just one passive investor, you’ll have to address federal and state security laws protecting these investors.   This new post by Peter Mahler in his great blog entitled “Business Divorce” addresses significant LLC formation issues arising in the securities law “subscription agreement” included as a key exhibit […]

LLC MEMBERSHIPS AS SECURITIES

Whenever you form an LLC for your clients, you have to be aware of the issue whether the memberships issued by the LLC will be, at least for one or more members, securities subject to regulation under federal and state securities laws. There are many LLC cases on this issue, but the short answer to […]