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Archive for for November, 2015

More Clarification on How To Raise Money Without Registration: SEC Issues Compliance and Disclosure Interpretations on Exempt Offerings (Part 3)

November 5, 2015

General Solicitation.

As we discussed in our previous blog series on exempt offerings (available here), absence of general solicitation is a condition to be met in most exempt offerings, with limited exceptions, such as offering under Rule 506(c).  This is important because, to qualify for an exemption from registration, an issuer must meet all the requirements of the exemption.  General solicitation includes, without limitation, any advertisement, article, notice or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio,[1] as well as other uses of publicly available media, such as unrestricted Web sites.… Read the rest

LLC Owners, If You Owe Someone Money, Your Ownership of an LLC Might Not Be Protected: When It Comes to Single-Member LLCs, Charging Order May Not Be the Exclusive Remedy (Part 3)

November 3, 2015

Real Life Stories (Cases) on the Issue: In re A-Z Electronics, LLC (Idaho).

A-Z Electronics, another bankruptcy case involving a single-member LLC, follows the reasoning in Albright to reach the conclusion that a debtor-member’s bankruptcy filing assigns his or her entire membership interest, economic and non-economic, to the bankruptcy trustee where there are no other members. In that case, Ryan, along with his wife, filed bankruptcy and listed A-Z Electronics, LLC (the “LLC”) as an asset with a value of “$0.00.”[1] Subsequently, the LLC also filed bankruptcy, signed by Ryan as the sole and managing member of the entity.… Read the rest

All postings are intended to be planning tools to familiarize readers with some of the high-level issues discussed therein. No posting is intended to be a comprehensive discussion and additional details should be discussed with your transaction planners including attorneys, accountants, consultants, bankers and other business planners who can provide advice for your circumstances. This article should not be treated as legal advice to any person or entity.