Business Lawyers for West Virginia

Hello! As you may know, the PPM serves as both a disclosure document and a protective measure, detailing specific aspects of the offering to help investors make informed decisions and shield your company from potential liability by clarifying risks, terms, and limitations. Legally, the PPM is governed by federal and state securities laws, including the Securities Act of 1933, which mandates that companies raising capital through private offerings adhere to specific disclosure obligations. To answer your question, a well-drafted PPM outlines the company’s business model, financials, potential risks, the structure of the offering, and any legal factors that might affect the investment. Disclosures typically cover the company’s financial status, market risks, management team, use of proceeds, investor rights, potential tax implications, and limitations on the transfer of securities. The Securities and Exchange Commission (SEC) exempts private placements from full registration requirements through Regulation D, which contains rules such as Rule 506(b) and 506(c). Rule 506(b) allows you to raise funds from an unlimited number of accredited investors and up to 35 non-accredited investors, provided no general solicitation occurs. Under Rule 506(c), general solicitation is permitted but only accredited investors can participate, and their status must be verified. Best of luck and let us know what we can do to help! Dolan

An S-Corp has some limitations here (such as no more than 100 share holders and only one class of stock). Depending on the control that you seek to retain in your business, you may want to transition to a full C-Corp, restructure preferred (voting) shares from equity shares, and manage your business governance (Board of Directors, Officers, Resolutions, etc.) in a way big investors will find compelling.

I have extensive experience creating LLCs for clients. I am also an experienced elder law attorney who understands estate planning and how a family trust and LLC can work with your estate planning goals.

There are numerous variations of a buy-sell provision, clause or agreement. Generally, the provision is for one of the other owners (or the entity) to purchase the ownership interest of the one who has died or wants to leave the business. For example the parties enter into a buy/sell agreement to effect the purchase of the deceased partner's share upon such partner's death, to be funded by life insurance policies. There could also be an agreement for the entity itself to redeem the shares or membership interest depending on the type of entity Also, sometimes there is another type of triggering event other than an owner's death. Overall though, the buy/sell clause is a way to keep the ownership of the entity with the existing owners rather than having a third party become one of the owners of the business. So a buy-sell clause, provision or agreements alleviate the concern over what happens if a partner dies, leaves the business suddenly or retires.

The best and easiest thing to do is to have a clearly-defined policy that states what you are allowing. Maybe you'll want to use MDM tools, maybe you won't. Maybe you want them to use it for just certain tasks, and maybe you'll allow them to use it for anything. Maybe there’s a tradeoff on accessibility after hours (which you also need to be careful about with non-exempt/hourly employees). You may also want to think about cost and whether you're going to contribute to someone's cell plan. All in all, it starts with figuring out what you're comfortable with doing and then building the policy and behaviors from there.