Letter of Intent: A Seller’s Friend or Foe?

For a business owner, the sale of the company is the final act in the life cycle of the company (TargetCo). It represents the business owner’s opportunity to cash out on and be rewarded for his or her vision, ingenuity, years of hard work, sacrifice and risk-taking. Typically, after some confidential discussions and limited sharing of a TargetCo’s financial and non-financial information, a critical, next step in the sale process is negotiating and entering into a letter of intent (LOI) . . . Read More

Negotiating the Provisions of Your Office Lease

One contract that virtually all businesses enter into is an office lease. But despite how common office leases are, the…One contract that virtually all businesses enter into is an office lease. But despite how common office leases are, the provisions in them can vary dramatically. Indeed, a prospective tenant and landlord each has a significant amount of room to negotiate the specific terms of their lease agreement. Business owners should be sure to fully negotiate this important contract, with a . . . Read More

Corporate Housekeeping Tips: Keeping Your Website in Tip Top Shape

By Kimi Murakami Among the other areas of your business that you need to keep in order, don’t forget your website. Your website is the company’s digital storefront to the public. Protecting it is paramount to protecting your brand. Below is a checklist of issues to keep in mind in order to more fully-protect valuable company assets.   Have you trademarked your business name and logo?  If not, are you using the ™ (trademark) symbol after the mark? Your company’s name, . . . Read More

Current Trends and Issues in GovCon M&A for 2015

As we are rapidly reaching the middle of 2015, why not pause for a moment and identify some current trends and recurring themes and issues that are found in mergers and acquisitions (“M&A”) within the government contracting industry. With this goal in mind, here is a ‘top six’ list to review and digest: Has GovCon M&A Reached a “New Normal”?  Think about 2006-2007 as being a peak in terms of deal volume and valuations and the first half of 2013-2014 . . . Read More

Trademarks, Copyrights and Registered Marks: Corporate Website Housekeeping

By Kimi Murakami Among all of the other areas of your business that you need to keep in order, don’t forget your website. Your website is the company’s digital store front to all of your customers and the public. Protecting it is paramount to protecting your brand. Below is a checklist of issues to keep in mind in order to more fully protect valuable company assets. Have you trademarked your business name and logo?  If not, are you using the . . . Read More

Should You Be an LLC or S Corp?

The answer is it depends, as a business owner, on what your goals and objectives are. Both LLCs and S corporations are tax efficient. LLCs and S corporations are both pass-through entities; meaning, generally speaking, the entity itself is not subject to taxation. Rather, the profits and losses flow through to the owners, who either pay taxes on the profits or get to use the losses to offset income. Both LLCs and S corporations protect the owners and management against . . . Read More

Tax-Exempt Parent Companies with For-Profit Subsidiaries

By Kimi Murakami Recently, tax-exempt organizations have inquired whether it was legally permissible to establish a for-profit subsidiary to perform profitable work developed by the non-profit parent. The answer is yes. Like for-profit corporate entities, non-profit organizations are formed at the state level similar to forming for-profit corporate entities. To become tax exempt, once the corporate entity is recognized by the state, it must apply to the IRS to obtain tax-exempt status such as the commonly known charitable organization under . . . Read More

Protecting an LLC From A Wayward Member While Maintaining SBA Eligibility

By Ambi Biggs When creating a limited liability company (“LLC”), members are often so concerned with getting the company established–and anticipating problems that may arise with third parties, be it suppliers or customers–that they fail to consider what will happen if issues arise among the members themselves. This is a mistake.   Usurpation of corporate opportunities, the misuse of company assets and a breach of fiduciary duties are just some of the most common issues that can arise among LLC . . . Read More

Does Your Employee Incentive Plan Create an Early Pay-Out and Exit for Key Employees at the Owners’ Expense?

Business owners have at their disposal a variety of employee incentive compensation tools to attract and retain talent. In terms of employee incentive plan design, business owners work to strike a balance between “carrots”–rewards to employees–and “sticks”–measures to protect the company’s downside if the employee fails to deliver value. What should a properly-designed employee incentive plan do? Generally speaking, a well-crafted employee incentive plan will incentivize key employees to drive value and build the company; and in exchange be rewarded . . . Read More

In a Business Owners Agreement, Should All Owners Be Equal?

Good business planning involves owners of the company developing and entering into a shareholders agreement, operating agreement or partnership agreement (owners agreement). A good owners agreement will allow the owners to plan and prepare upfront for disruptive events in the company’s business life cycle, whether good or bad. And, as part of putting together an owners’ agreement, one of the fundamental questions owners need to resolve is whether all owners should have equal rights. The answer is it depends—in some . . . Read More