The Canal Street Blog

Business-focused legal discussion


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What we’ve been reading this week at InVigor:

Chicago is the top city for women entrepreneurs in the world.

Today marks 10-year anniversary of Hurricane Katrina. This article reminds us that natural disasters are far from equal-opportunity catastrophes

Amazon under fire, but has yet to yield same day shipping for all products

US National Labor Relations Board is redefining what it means to be an employer

4 amazing charts from historical heroes. Everyone loves a good chart

This man spent a month replying to all his PR emails with “I love you”

Flickr I Photo: Liquer Felix

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News Roundup

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The Securities Division of Washington's Department of Financial Institutions adopted amendments to WAC 460-44A-502 to provide stock legend guidance for restricted securities.

Recently, the Securities Division of Washington’s Department of Financial Institutions  adopted amendments to WAC 460-44A-502 to provide stock legend guidance for restricted securities.

The adopted amendments remove a reference to an outdated North American Securities Administrators Association (“NASAA”) guideline and instead provide the suggested language for the legends in the text itself. A “legend” on a stock certificate is a statement noting restrictions on the transfer of the stock, often due to SEC and state requirements for unregistered securities.

The new suggested legend language in Washington state is as follows:

(d) A written disclosure or legend will be deemed to comply with the provisions of WAC 460-44A-502 (4)(b) or (c) if it states:

“(i) These securities have not been registered under the Securities Act of…

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Stock Legend

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News Roundup

August 7th, 2015 News Roundup

Here’s what we’ve been reading this week:

15 Free Online Learning Sites Every Entrepreneur Should Visit  Some very helpful (and free) resources

Legal Advice Startup Raises $71.5M Yay Avvo!

Closing the Gender Gap in Leadership Starts with You

Identify Your Entrepreneurial Personality Type A short and insightful assessment to identify your entrepreneurial strengths and weaknesses

Google’s New Update tells you when places are busiest. Great for the busy summer weekends!

Jon Stewart’s 5 Best Interviews on Entrepreneurship Don’t leave

Flickr I Photo: Zarko

Seattle’s Microsoft Now Offers 12 Weeks of Maternal and Paternal Leave Awesome

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News Roundup

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LLCs are attractive because of LLC basics, including liability protection, pass-through taxation, flexible management, and simple statutory requirements.

Over the last 20+ years, LLCs have become one of the most popular types of business entity. Entrepreneurs find LLCs appealing because they offer limited liability, pass-through taxation, flexibility in management and operations, and have relatively simple statutory requirements. We’ve highlighted the “LLC basics” in today’s post.

Limited Liability Protection

Like corporations and other limited liability entities, limited liability companies offer owners (also referred to as “members”) protection against personal liability. If the owner of a sole proprietorship or general partnership gets sued, then their personal assets  are at risk. But if the owner of an LLC gets sued, the business assets would be at risk, but their personal assets will generally not be subject to the lawsuit.

Pass-Through Taxation

The federal government does not…

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LLC tax structure

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Today's post highlights some important distinctions between corporations and LLCs to help you choose the right entity structure for your company.

It’s important to understand the significant (and sometimes subtle) differences between the various choices when determining the right entity structure for your new venture. Today’s post details some important distinctions between corporations and LLCs.

The Distinction Between State Entities vs. Federal Tax Elections 

For state law purposes, there are two primary entities that the choice of entity generally comes down to: corporations and LLCs. Corporations and LLCs both offer limited liability to owners of the company. This means that (absent extraordinary circumstances) if the business is sued, only business assets are at risk and the ownerss personal assets will be shielded from the company’s liabilities.

For federal tax purposes, there are three primary tax classifications that most companies are organized under: C corporations, S corporations, and…

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Liability shield

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Today’s post highlights three simple questions buyers should consider to protect intellectual property rights when purchasing a business .

When purchasing a business, buyers often overlook one important part of the purchase: formally transferring the seller’s intellectual property rights to the buyer. The most common IP rights include copyrights, trademarks, patents, and trade secrets. Today’s post highlights three simple questions buyers should ask before purchasing a business.

Can you and do you want to transfer the business’ trademarks?

In most purchases, trademarks will be easily assignable from the seller to the buyer. However, in some situations even if the trademarks are assignable, you may not want to acquire them. For example, if the business’ logo infringes on trademark rights of another business, then you wouldn’t want to transfer ownership of the logo and risk being held liable for trademark infringement once…

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Non-disclosure agreement

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We discuss the recent California Labor Commission ruling that an Uber driver is an employee, not an independent contractor, and the effect on business.

The California Labor Commission recently ruled that a San Francisco Uber driver is an employee, not an independent contractor. This ruling, which came to light last Tuesday when Uber filed an appeal, could have major ramifications. The debate over whether on-demand laborers should be classified as employees or independent contractors has been going on for a few years now fueled by the explosive growth of companies such as Uber and Lyft. And regulators in different states are sure to look at this ruling when they have to make a decision on the issue.

The case that was before the California Labor Commission involves a San Francisco driver, Barbara Ann Berwick, who worked for Uber from July to September 2014. She had…

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independent contractor

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Today’s post highlights some of the key considerations to have in mind when finding startup advisors for your company.

Startup advisors can be an extremely valuable resource for early-stage companies. Typically advisors bring startup experience, a large network of entrepreneurs, investors and other types of advisors, and sound business advice for growing your company. In today’s post, we’ve highlighted some of the key considerations to have in mind when considering hiring advisors for your startup:

Are They the Right Fit?

Perhaps the most important consideration is finding a person that understands your business and goals and finding someone that has industry experience and contacts that you can leverage strategically for the benefit of your business. They should also be someone you trust and that you know will give you reliable advice. It also helps if you get along with and enjoy…

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Startup advisors

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Startup founders will often wonder how much employee equity they should give and there are a number of factors to consider to craft the appropriate plan.

Startup founders will often wonder how much employee equity they should give.  While there is no bright line rule for this situation, there are a number of factors to consider to craft the appropriate equity compensation plan for your startup.

Types of equity to grant

Equity can be broken up into common stock and preferred stock. It’s unusual for a startup to issue preferred stock to anyone but an investor in the company, so we’ll focus on common stock. Common stock is a security that represents ownership in a corporation. Holders of common stock exercise control by electing a board of directors and voting on corporate policy. Common stockholders are on the bottom of the priority ladder for ownership structure. In the…

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Employee Equity

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Today’s post highlights some of the reasons why you may want to consider incorporating in Washington versus Delaware.

One of the first steps when forming a company is to decide which state is best to “register” your company. Today’s post highlights some of the reasons why you may want to form your company in Washington state versus Delaware.

I heard Delaware was the best state to incorporate my company, is that true?

It is true that Delaware has a specialized court that handles corporate disputes (the “Court of Chancery”) and is recognized as the nation’s preeminent forum for determining internal corporate and other business disputes. Delaware also has friendly corporate statutes and a well-developed, widely understood, and closely followed body of corporate law. But Washington state also offers advantages unmatched by Delaware (and many other states).

Two of these advantages are…

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