Corporate & Securities

Initial Staff Guidance on Revised Net Worth Test for “Accredited Investor”

In our post dated July 19, we noted that as a result of the adoption of the Wall Street Reform Act, one of the definitions of “Accredited Investor” was amended to exclude from the calculation of an investor’s net worth the value of the his or her primary residence.  In late July, the SEC Staff…

Special Education Advocacy

The Importance of Letters of Intent

While it’s important for the parents of a child with special needs to provide for the child’s financial well-being in their estate plan, it’s equally important to address the issue of transitioning to life with a new caregiver. That’s the purpose of a letter of intent, which is intended to assist future caregivers by describing…

Corporate & Securities

Drafting a Buy-Sell Agreement

A buy-sell agreement is meant to protect the interests of the business and all the partners involved by establishing guidelines for selling the business shares. A company’s buy-sell agreement should dictate when shares can be sold, in what manner they can be sold, and the price at which they can be sold. The agreement will…

Corporate & Securities

Negotiating Shareholder Agreements

Shareholder agreements are documents that provide businesses with a roadmap of how to act in certain situations.  A shareholder agreement is negotiated and executed so that common procedures will be established before any business problems develop.  Generally, the most important issues contained in shareholder agreements are those that address stock ownership.  A shareholder agreement can…

Corporate & Securities

Conducting Follow-On Offerings

After completing  an initial public offering (IPO), a company may  decide to offer additional securities, either debt or equity, to the public. These offerings are referred to as “follow-on” offerings because they follow the IPO. There are two different types of follow-on offerings: A primary offering is a public offering of securities that is made…

Corporate & Securities

Important Considerations When Investing in Private Placement Offerings

Some people consider an investment in a Private Placement Offering (PPO) to be speculative and highly risky. While there is a certain amount of risk to investing in PPOs, there are regulations in place that are meant to protect those investors who choose to participate in these offerings. Generally, investors must meet the qualifications of…

Corporate & Securities

The Benefits of a Multi-Tier Corporate Structure

As businesses grow, it is not uncommon for them to establish and control several subsidiary companies. Establishing subsidiary companies can be of great benefit to a parent company, as they offer the opportunity to expand the business with minimal risks. Subsidiaries can be formed in different ways and for various reasons. A corporation can form a…

Special Needs Planning

Guardianship Is Not the Only Option When Your Child with Special Needs Turns 18

Many parents think that when their child with special needs turns 18, a guardianship will immediately need to be established. While a guardianship is necessary for some children with special needs, not everyone is a candidate.

Elder Law & Estate Planning

Bernard A. Krooks to Speak at 24th Annual Advanced ALI-ABA Conference

Bernard A. Krooks, Esq., of Littman Krooks LLP, will teach a course entitled “Special Needs Trusts: The Basic, the Benefits and the Burdens” at the ALI – ABA (American Law Institute | American Bar Association) 2009 conference on “Sophisticated Estate Planning Techniques.” The ALI-ABA presents a yearly course of study consisting of over 13 hours of instruction aimed at estate planning practitioners. This year’s sessions, will be held from September 10-11 at the Fairmont Copley Plaza in Boston, MA.

Corporate & Securities

FINRA to Brokers – Time to (Further) Open Up the Kimono

Financial Industry Regulatory Authority (FINRA) has announced that it is expanding its free, online service, BrokerCheck, to reveal additional and more detailed information concerning brokers and brokerage firms. Changes being made to BrokerCheck include the following: •           All historic complaints dating back to 1999 for individual brokers who are currently registered or whose registrations were…