McBride Law Blog


Tagged Posts: limited liability company’

Head East Young Man: Moving Your Business from California to Texas (Part IV of IV)

January 7, 2017

So you are moving from California to Texas?  What about existing business?

In our experience, may people move their legal entity as part of a relocation. They just don’t want to be dealing with the old state any more.

Existing Contracts. Obviously, the first issue is the XYZ, LLC, a California limited liability company is now XYZ, LLC, a Texas limited liability company. This is usually seen in bank accounts and contracts.

If there was a conversion this is usually just a matter of paperwork.… Read the rest

Definition of Accredited Investor To Be Expanded? (Part III)

November 21, 2016

On February 1, 2016, the House of Representatives passed H.R. 2187, titled “Fair Investment Opportunities for Professional Experts Act.”[1]  The bill, whose stated purpose is to direct the SEC to revise its regulations regarding the qualifications of natural persons as accredited investors, seeks to expand the definition of accredited investor.  Specifically, the bill proposes to add non-financial measures of sophistication to include the following persons in the pool of accredited investors: (i) any natural person who is currently licensed or registered as a broker or investment adviser by the SEC, FINRA, or any similar self-regulatory organization, or the securities division of a state responsible for licensing or registration of individuals in connection with securities activities; and (ii) anyone the SEC determines, by regulation, to have demonstrable education or job experience to qualify such person as having professional knowledge of a subject related to a particular investment and whose education or job experience is verified by FINRA or any similar self-regulatory organization. … Read the rest

Definition of Accredited Investor To Be Expanded? (Part II)

November 10, 2016

In our last post, we looked at the recent recommendations by the Securities and Exchange Commission’s (“SEC”) Advisory Committee on Small and Emerging Companies (the “Committee”) to expand the definition accredited investor.[1]  For those who are familiar with the Committee’s activities, this was not the first time it recommended expanding the definition of accredited investor.  In March 2015, for example, the Committee recommended that any modifications to the definition should have the effect of expanding, not contracting, the pool of accredited investors.… Read the rest

Definition of Accredited Investor To Be Expanded? (Part I)

November 8, 2016

In our previous blog post Raising Capital Through Exempt Offerings, we talked about some of the most commonly used exemptions for securities offerings.  Of note, we mentioned that Rule 506 promulgated under Regulation D is the most widely used transactional exemption for securities offerings, used in more than 90% of all exempt offerings in the United States.[1]  To understand how exemptions under Regulation D work, it is important to understand the concept of “accredited investor,” as it is often embedded in the conditions of such exemptions. … Read the rest

Can an LLC Be Precluded from Exercising Its Right to Bankruptcy Relief?

October 11, 2016

To be sure, bankruptcy is not something that new and emerging businesses often think about.  But however unpleasant the thought might be, it may become necessary in the course of running a business to get a fresh start.  In the second quarter of 2016, for example, businesses with 1-4 employees constituted 38.39% of business bankruptcy filings, while businesses with 5-9 employees and business with 10-19 employees constituted 18.29% and 9.69%, respectively.[1]  While big businesses are not immune from the risks of bankruptcy, the numbers seem to suggest that the vast majority of bankruptcy petitions are filed by small businesses, making it all the more necessary for them to plan ahead.… Read the rest

Texas Law Update: Can I Make My Employee Sign a Non-Compete/Non-Solicit? (Part II)

September 29, 2016

For a non-compete/non-solicit to be enforceable under Texas law, it must be reasonable as to time, geographic area, and scope of activity.  Needless to say, it is a fact-specific inquiry and there is no one-size-fits-all answer.  Generally speaking, however, a restrictive covenant that does not bear some relation to the activities of the employee or that contains an industry-wide exclusion from subsequent employment is unreasonable.[1]  And as you will see, it is often necessary to look at all the restraints together to determine the reasonableness of a non-compete/non-solicit as a whole.… Read the rest

Texas Law Update: Can I Make My Employee Sign a Non-Compete/Non-Solicit? (Part I)

September 22, 2016

In our previous blog series “Covenant Not To Compete When Buying or Selling a Business,” we looked at several state laws governing covenants not to compete in the context of buying or selling a business.  This time, we will look at Texas law in depth, focusing on non-competition and non-solicitation covenants in the employment context.  As we mentioned before, a non-compete is enforceable in Texas if: (i) it is part of an otherwise enforceable agreement at the time the agreement is made; (iii) the restraint imposed is no greater than is necessary to protect the goodwill or other business interests at issue; and (ii) it is reasonable as to time, geographic area, and scope of activity to be restrained.… Read the rest

When Do You Need Securities Law Advice?

September 13, 2016

Startups and early-stage companies often ask us when they need securities law advice (other than when obviously dealing with securities).  Our answer is: as soon as you start thinking about raising capital or bringing in investors.  Here’s why.

Under the federal securities laws, a company may not offer or sell securities unless the offering has been registered with the SEC or an exemption from registration is available.  The legal definition of “security” is extremely broad and includes, among other things:

“any note, stock, treasury stock, security future, security-based swap, bond, debenture, certificate of interest or participation in any profit-sharing agreement or in any oil, gas, or other mineral royalty or lease, .… 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.