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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 directly by the company, usually  in an effort to raise additional capital. This kind of …

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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 accredited status in order to participate in a PPO. Investors must be capable of enduring …

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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 subsidiary either by purchasing a controlling interest in an existing company or by establishing the …

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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 terminated within the preceding 10 years will be listed.  Generally, historic complaints are defined as …

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Buried deep in the (literally) thousands of pages in The Dodd-Frank Wall Street Reform and Consumer Protection Act are changes to Regulation D and the accredited investor definition. Currently, individuals are accredited investors if either: their net income exceeded $200,000, or joint net income with their spouse exceeded $300,000, in the two most recent years (and there is a reasonable expectation of reaching the same income level in the current …

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Adopting an Operating Agreement

The purpose of an operating agreement is to establish the rights, powers, duties, liabilities, and obligations of the members between themselves and with respect to the LLC. An operating agreement aids your LLC by guarding your limited liability status, heading off financial or management misunderstandings, and making sure your business is governed by the rules you establish. All of the elements in an operating agreement should be carefully considered and …

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Conducting Due Diligence During a Merger

If you plan to acquire a business through a merger, you will need to conduct an in-depth investigation of that business before proceeding with the transaction. This process is called due diligence, and it often requires careful review of documents by a corporate attorney. By conducting due diligence on the target business, you will gain a thorough understanding of it, which will enable you to ascertain a fair purchase price …

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Forming LLCs vs. Corporations

When setting up your business, you should choose your structure carefully, as whichever structure you choose will have profound implications for taxes, regulatory restrictions, finance considerations, and other legal issues. Two of the most common business structures are corporations and LLCs. Corporations are considered legal entities of their own, separate from the business owner who establishes them.  Because of this separation of owner and business, a corporation provides what is …

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The Benefits of Private Placement Memorandums

When conducting a private placement offering, there is one essential document that companies must draft: a Private Placement Memorandum. This document outlines all of the disclosures required by law and offers investors information so that they make informed decisions about participating in the offering. A Private Placement Memorandum (PPM) outlines the terms of securities that are to be offered in a private placement. A PPM is used to provide information …

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When conducting mergers and acquisitions, companies should be aware of the many rights and responsibilities that accompany these processes. This is particularly important when it comes to tax liabilities. Although many people use the terms “mergers” and “acquisitions” interchangeably, the two terms have different meanings. A merger occurs when two or more companies combine to form a single, new business, termed the “survivor” corporation or business. After a merger occurs, …

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