"Idea to IPO" Webinar description:
The U.S. government is providing relief and stimulating the economy through the $2 TRILLION CARES Act of 2020 and other measures to help corporations, small businesses, and people laid off due to the COVID-19 crisis.
The speaker will discuss:
1) What is the CARES Act of 2020?
2) What does the CARES Act of 2020 hope to achieve?
3) Will there be follow up programs to come?
4) How can entrepreneurs and small businesses benefit from the CARES ACT of 2020?
5) How does one go about applying for grants and loans administered under the CARES ACT of 2020?
6) What are the new rules relating to sick leave and paid leave?
7) What COVID-19 related tax incentives are available to companies?
and more!
Startup Basics: How to Split the Pie, Raise Money and Reward ContributorsRoger Royse
What’s my startup worth? How much equity should founders have? How much equity should I give to employees and consultants? How much should I give the VC’s?
Silicon Valley startup attorney Roger Royse of the Royse Law Firm discusses the basic valuation and ownership issues involved in a startup’s life, from formation to financing to exit, including how to value your company and the contributions of stakeholders and investors at each step with a particular emphasis on different models, best practices and traps to avoid.
Roger Royse discusses the most common legal mistakes made by entrepreneurs and startups. This presentation will focus on issues related to business formation, fundraising, employment, intellectual property, tax, and technology.
Startup Basics: Legal, Business, and Financing StrategiesRoger Royse
Launching a startup - or starting a business - is challenging and is fraught with pitfalls.
Roger Royse, the founder of Royse Law Firm, will discus the basics of building a successful business and how to what mistakes to avoid. Roger will discuss:
1) How should entrepreneurs structure their business?
2) How should founders divide equity?
3) What’s the difference between a contractor and an employee?
4) How does a startup get funded?
5) What is an ICO?
6) How does an entrepreneur successfully negotiate with a VC?
7) How viable is crowdfunding in 2019?
8) How should entrepreneurs protect their intellectual property?
and more!
Startups in a Down Economy: Legal, Business, and Financing Strategiesideatoipo
Launching a startup - or starting a business - is challenging and is fraught with pitfalls. This is even more so in the midst of a pandemic and a global recession.
Roger Royse, partner at the law firm of Haynes and Boone, LLP in Palo Alto, will discus strategies for building and operating a successful business or startup during a recession. Roger will discuss:
1) What should you expect from your vendors, customers and financiers?
2) How can startup founders protect themselves from predatory creditors during a bad economy?
3) What will financing terms look like now?
Is startup investment capital even available?
4) What are some tax traps to avoid when working out debt obligations with investors and creditors?
5) Can startups still get federal stimulus grant money or loans?
6) What will venture capital terms look like now?
7) For existing startup companies -- how can you get venture capitalists to step up and continue funding your startup company?
8) How viable is crowdfunding and other alternative sources of funding in 2020?
9) If you lost your job or have been furloughed, how do you get started doing gig work in a gig economy?
What are the legal traps and restrictions for gig workers?
10) What other strategies and tactics should entrepreneurs deploy during a downturn?
and more!
Please come with your questions, comments and scenarios.
Bitcoin, Block chain, Cryptocurrency, and ICO's: A Legal PerspectiveRoger Royse
A full overview of topics surrounding the emerging cryptocurrency Industry. Topics include blockchain use, crowdfunding, ICO's taxation, and federal regulations
Startup Basics: How to Split the Pie, Raise Money and Reward ContributorsRoger Royse
What’s my startup worth? How much equity should founders have? How much equity should I give to employees and consultants? How much should I give the VC’s?
Silicon Valley startup attorney Roger Royse of the Royse Law Firm discusses the basic valuation and ownership issues involved in a startup’s life, from formation to financing to exit, including how to value your company and the contributions of stakeholders and investors at each step with a particular emphasis on different models, best practices and traps to avoid.
Roger Royse discusses the most common legal mistakes made by entrepreneurs and startups. This presentation will focus on issues related to business formation, fundraising, employment, intellectual property, tax, and technology.
Startup Basics: Legal, Business, and Financing StrategiesRoger Royse
Launching a startup - or starting a business - is challenging and is fraught with pitfalls.
Roger Royse, the founder of Royse Law Firm, will discus the basics of building a successful business and how to what mistakes to avoid. Roger will discuss:
1) How should entrepreneurs structure their business?
2) How should founders divide equity?
3) What’s the difference between a contractor and an employee?
4) How does a startup get funded?
5) What is an ICO?
6) How does an entrepreneur successfully negotiate with a VC?
7) How viable is crowdfunding in 2019?
8) How should entrepreneurs protect their intellectual property?
and more!
Startups in a Down Economy: Legal, Business, and Financing Strategiesideatoipo
Launching a startup - or starting a business - is challenging and is fraught with pitfalls. This is even more so in the midst of a pandemic and a global recession.
Roger Royse, partner at the law firm of Haynes and Boone, LLP in Palo Alto, will discus strategies for building and operating a successful business or startup during a recession. Roger will discuss:
1) What should you expect from your vendors, customers and financiers?
2) How can startup founders protect themselves from predatory creditors during a bad economy?
3) What will financing terms look like now?
Is startup investment capital even available?
4) What are some tax traps to avoid when working out debt obligations with investors and creditors?
5) Can startups still get federal stimulus grant money or loans?
6) What will venture capital terms look like now?
7) For existing startup companies -- how can you get venture capitalists to step up and continue funding your startup company?
8) How viable is crowdfunding and other alternative sources of funding in 2020?
9) If you lost your job or have been furloughed, how do you get started doing gig work in a gig economy?
What are the legal traps and restrictions for gig workers?
10) What other strategies and tactics should entrepreneurs deploy during a downturn?
and more!
Please come with your questions, comments and scenarios.
Bitcoin, Block chain, Cryptocurrency, and ICO's: A Legal PerspectiveRoger Royse
A full overview of topics surrounding the emerging cryptocurrency Industry. Topics include blockchain use, crowdfunding, ICO's taxation, and federal regulations
This webinar is critical for entrepreneurs who will be raising a preferred round in the near future. This webinar is designed to teach you what to expect when your company sells preferred stock in a venture round.
During this webinar, veteran Silicon Valley venture capital attorney Jason Putnam Gordon will cover the following topics:
· What venture capitalists are looking for when they invest in a company
· What makes a company a potential investment for a venture capital fund
· Pre-round issues
· What makes a good investor and how to find them
· How to negotiate a term sheet
· The deal documentation
· The diligence process
· Closing issues
· Post-closing issues
· Common pitfalls when raising venture capital
· And much, much more
How to Prep for Venture Capital Funding Part 2: Venture Capital Termsideatoipo
Getting venture capital funding is the ultimate yet often elusive goal of many Silicon Valley startups. Venture capital funding dramatically improves a startup's chances of having a big IPO or buy out exit. Most startups at their inception have the hope, if not the expectation, that they will eventually receive venture capital funding.
In the current environment, venture capital funding has become more competitive, but it is still available. This presentation is the second of two parts and will cover typical venture capital deal terms and points, negotiating with venture capitalists and what to expect in the current environment.
Corporate and startup attorney Roger Royse will discuss:
1) Should you be approaching venture capitalists now
2) How (and when) you should value your startup for venture capitalists
3) What are typical venture capital financing terms
4) What terms you may negotiate and what terms are standard
5) How to protect yourself from dilution, freeze outs and forfeiture of shares
6) How to manage your investors after the close
7) Planning for a venture capital backed exit
8) What to do when things go wrong
9) Troubled company terms, down rounds and recaps
10) How to access and leverage funding sources during a global economic crisis
and more!
How to Position Your Startup for VC Fundingideatoipo
During this webinar, you will learn the basics of the venture model and path along with the necessary steps to take so that your company’s legal structure is an attractive investment. The discussion will cover:
1. Why a Delaware C-Corp is the most-common structure
2. How to document the relationship of the founders and early employees
3. The typical funding stages of a successful startup
4. An overview of convertible debt and SAFEs
5. Why it’s critical to run pro forma cap tables before financings
6. What happens in a venture financing
7. Why compliance with securities laws is important
8. Common legal mistakes in raising capital
9. And much, much more
Come with your questions and get ready to be excited about venture funding!
How to Form an Angel or Venture Fund: Legal, Business and Tax Strategiesideatoipo
While large amounts of pooled capital continue to be invested in startups, the legal, tax and regulatory environment continues to evolve. Many entrepreneurs and investors pool their capital into vehicles designed to invest in startups. Others form funds to manage investments by other passive investors.
Join us as we discuss the complex web of legal, tax and regulatory requirements for forming and operating a fund.
Two Silicon Valley attorneys will discuss the nuts and bolts of forming an angel or venture fund, including:
1) Types of investment funds designed to invest in startups
2) Typical investment fund terms
3) Various ways of structuring the distribution waterfall
3) Special tax rules applicable to fund managers (and some related tax issues on the investors side)
4) The federal and state registration requirements for fund managers;
Securities law issues for funds
5) Special considerations for foreign investors in funds
6) CFIUS considerations for funds with foreign investors
and more!
How to Get Your Startup Ready for Venture Capital Funding (Idea To IPO)Roger Royse
Venture capital funding is seen as the holy grail for a startup, often improving the company’s chances of a big IPO or exit dramatically. Most companies start their lives with the hope, if not the expectation, that they will eventually receive venture funding. This presentation will cover what a company should do to prepare for venture funding, what steps to take, what the venture capitalists expect and how to avoid venture capital deal breakers.
The speaker will discuss:
1) what types of companies are candidates for venture capital funding
2) the essential assets, qualities or aspects that your company must have to approach a venture capitalist
3) how (and when) you should value your company for venture capitalists
4) how you can protect yourself against dilutive rounds, losing control and being removed from management
5) how to get your company in front of venture capitalists
and more!
8.11.20 Funding 101 for Tech Entrepreneursideatoipo
Veteran Silicon Valley attorney Roger Royse will discuss, compare and contrast the various options available to entrepreneurs when it comes to funding their startup.
The speaker will address some common questions when it comes to funding for startups, including:
1) What are the best funding options for entrepreneurs to scale their business?
2) When should entrepreneurs pursue external funding?
3) How do entrepreneurs choose the right investor?
4) What alternative sources of funding are available?
5) How and why should a founder stage their funding rounds?
6) When should a founder think about exiting?
7) How can advisers help with the funding process?
and more!
Please come with your questions and scenarios.
About the Speaker:
Roger Royse is a partner in the Palo Alto office of Haynes and Boone, LLP and practices in the areas of corporate and securities law, tax, mergers and acquisitions and fund formation. He works with companies ranging from newly formed tech startups to publicly traded multinationals in a variety of industries. Roger has been an instructor or professor of legal, tax and business topics for the Center for International Studies (Salzburg, Austria), Golden Gate University School of Law and Stanford Continuing Studies and is a frequent speaker, writer, radio guest, blogger and panelist for bar associations, CPA organizations, and business groups. Roger is a Northern California Super Lawyer, is AV Peer-Rated by Martindale Hubbell, and has a “Superb” rating from Avvo..
Roger is the author of Dead on Arrival: How to Avoid the Legal Mistakes That Could Kill Your Startup and has been interviewed and quoted in the Wall Street Journal, Forbes, Fox Business, Chicago Tribune, Associated Press, Tax Notes, Inc. Magazine, Nikkei Asian Review, China Daily, San Francisco Chronicle, Reuters, The Recorder, 7X7, Business Insurance and Fast Company.
If you have questions for Roger, you can reach him at:
roger.royse@haynesboone.com
8.18.20 How to Negotiate with Venture Capitalistsideatoipo
Venture capital is the holy grail of funding for successful startups. Startups that successfully close a venture capital funding round will have access not only to money but also experience, expertise and connections. Silicon Valley has many success stories of venture-backed companies that went on to successful exits. However, there are as many stories of founders who lost their companies, exited too early or gave up too much to the venture capitalists. If a startup is lucky enough to get a venture capital term sheet, how can the startup founder protect herself? What should be negotiated, and what should she expect?
Join us as veteran Silicon Valley startup and venture capital attorney Roger Royse discusses how to negotiate with venture capitalists.
In this presentation, you will learn:
1) How to do due diligence on a venture capitalist
2) How to prepare your company for a venture capital financing
3) How to best position yourself for a successful raise
4) What terms to expect and what traps to avoid
5) What terms are standard, and what terms you should never agree to
6) What is a term sheet, and what can you expect to be in it
7) How to protect yourself from overreaching investors
8) How to position yourself for the future after the funding closes
9) What to expect after the close….
And more!
Please come with your questions, comments and scenarios.
About the Speaker:
Roger Royse is a partner in the Palo Alto office of Haynes and Boone, LLP and practices in the areas of corporate and securities law, tax, mergers and acquisitions and fund formation. He works with companies ranging from newly formed tech startups to publicly traded multinationals in a variety of industries. Roger has been an instructor or professor of legal, tax and business topics for the Center for International Studies (Salzburg, Austria), Golden Gate University School of Law and Stanford Continuing Studies and is a frequent speaker, writer, radio guest, blogger and panelist for bar associations, CPA organizations, and business groups. Roger is a Northern California Super Lawyer, is AV Peer-Rated by Martindale Hubbell, and has a “Superb” rating from Avvo..
Roger is the author of Dead on Arrival: How to Avoid the Legal Mistakes That Could Kill Your Startup and has been interviewed and quoted in the Wall Street Journal, Forbes, Fox Business, Chicago Tribune, Associated Press, Tax Notes, Inc. Magazine, Nikkei Asian Review, China Daily, San Francisco Chronicle, Reuters, The Recorder, 7X7, Business Insurance and Fast Company.
If you have questions for Roger, you can reach him at:
roger.royse@haynesboone.com
Funding 101 for Tech Entrepreneurs & StartupsRoger Royse
Roger Royse, founder of the Royse Law Firm, discusses the various options available to entrepreneurs when it comes to funding their startup.
Topics include:
1) What are the best funding options for entrepreneurs to scale their business?
2) When should entrepreneurs pursue external funding?
3) How do entrepreneurs choose the right investor?
4) What alternative sources of funding are available?
5) How and why should a founder stage their funding rounds?
6) When should a founder think about exiting?
7) How can advisors help with the funding process?
How To Relocate An International Startup to Silicon Valleyideatoipo
You began your startup outside of the United States, and now you would like to relocate it to Silicon Valley. Every year many startups make the move without working through the complex legal issues. Failing to address those issues can kill your startup. San Francisco-based startup and venture capital attorney Jason Putnam Gordon of Polsinelli LLP will provide a high-level overview of the common US legal issues surrounding the move. This program will provide information on the following key issues:
· Corporate structure
· Tax consequences
· Intercompany agreements
· Immigration
· Intellectual property issues
· US employment laws
· The Committee on Foreign Investment in the United States, also known as CFIUS
· Export-control Issues
· Common pitfalls and mistakes
· And much, much more.
8.20.20 How to Relocate Your Startup to Silicon Valleyideatoipo
You began your startup outside of the United States, and now you would like to relocate it to Silicon Valley. Every year many startups make the move without working through the complex legal issues. Failing to address those issues can kill your startup. San Francisco-based startup and venture capital attorney Jason Putnam Gordon of Polsinelli LLP will provide a high-level overview of the common US legal issues surrounding the move. This program will provide information on the following key issues:
· Corporate structure
· Tax consequences
· Intercompany agreements
· Immigration
· Intellectual property issues
· US employment laws
· The Committee on Foreign Investment in the United States, also known as CFIUS
· Export-control Issues
· Common pitfalls and mistakes
· And much, much more.
Come with your questions and scenarios.
About the Speaker
Jason Putnam Gordon is a results-oriented corporate attorney practicing in the Venture Capital and Emerging Growth Companies group in Polsinelli’s San Francisco office. Jason has a passion for working with experienced entrepreneurs and executives to make their vision a reality.
In his practice, he regularly represents companies throughout their life cycle in matters related to venture capital financing, strategic corporate relationships, corporate formation, complex mergers and acquisitions, sales, and divestitures. With industry focuses on consumer goods and technology, because of his broad skill set and deep network, Jason regularly works in a wide array of verticals including artificial intelligence, virtual reality, augmented reality, video games, software, hardware, life sciences, the internet of things and agricultural technology.
Jason works with companies based locally, elsewhere in the U.S. and internationally. Jason brings a unique skill set to the negotiating table and to litigation-minimization strategies in the boardroom. He started his career as a federal law clerk in the United States District Court for the Eastern District of Pennsylvania and then continued as a litigator handling corporate, securities, intellectual property, and commercial litigation before establishing a transactional practice.
Outside of the office, Jason is dedicated to his family and has a passion for skydiving and indoor body flight.
If you have any questions regarding the content of this presentation, you can reach Jason at:
JGordon@polsinelli.com
How to Prepare Your Startup for an M & A Exitideatoipo
You've labored for years on your startup and now it's time for an exit. Lack of sufficient preparation will lower the valuation of the company and may even kill your deal. San Francisco-based startup and venture capital attorney Jason Putnam Gordon of Polsinelli LLP will discuss how to properly prepare your startup for an M&A exit.
The program will cover the following:
Pre-M&A process
Parallel tracking additional capital raises
Overview of valuations and why you care
Liquidation waterfalls
Basic deal structures
Letters of Intent and Term Sheets
The diligence process
Negotiating the definitive agreements
The closing process
Post-closing issues
Common pitfalls and deal-killing mistakes
And much, much more!
Distressed Startups: Legal, Business, and Financing Strategiesideatoipo
Launching a startup - or starting a business - is challenging and is fraught with pitfalls. This is even more so in the midst of a pandemic and a global recession.
Veteran Silicon Valley attorney Roger Royse will discuss strategies for building and operating a successful business or startup during troubled times.
Roger will discuss:
1) What should you expect from your vendors, customers and financiers?
2) How can startup founders protect themselves from predatory creditors during a bad economy?
3) What will financing terms look like now?
Is startup investment capital even available?
4) What are some tax traps to avoid when working out debt obligations with investors and creditors?
5) Can startups still get federal stimulus grant money or loans?
6) What will venture capital terms look like now?
7) For existing startup companies -- how can you get venture capitalists to step up and continue funding your startup company?
8) How viable is crowdfunding and other alternative sources of funding in 2021?
9) If you lost your job or have been furloughed, how do you get started doing gig work in a gig economy?
What are the legal traps and restrictions for gig workers?
10) What other strategies and tactics should entrepreneurs deploy during a downturn?
7.30.20 How to Do a Venture Capital Financingideatoipo
This webinar is critical for entrepreneurs who will be raising a preferred round in the near future. This webinar is designed to teach you what to expect when your company sells preferred stock in a venture round.
During this webinar, veteran Silicon Valley corporate attorney Jason Putnam Gordon will cover the following topics:
· What venture capitalists are looking for when they invest in a company
· What makes a company a potential investment for a venture capital fund
· Pre-round issues
· What makes a good investor and how to find them
· How to negotiate a term sheet
· The deal documentation
· The diligence process
· Closing issues
· Post-closing issues
· Common pitfalls when raising venture capital
· And much, much more
Come with your questions and get ready to get excited about venture capital financings!
About the Speaker:
Jason Putnam Gordon is a results-oriented corporate attorney practicing in the Venture Capital and Emerging Growth Companies group in Polsinelli's San Francisco office. He has a passion for working with experienced entrepreneurs and executives to make their vision a reality.
Jason regularly represents companies throughout their life cycle in matters related to venture capital financing, strategic corporate relationships, corporate formation, complex mergers and acquisitions, sales, and divestitures. Jason regularly works in wide array of verticals including artificial intelligence, virtual reality, augmented reality, video games, software, hardware, life sciences, the internet of things and agricultural technology. His clients are based locally, elsewhere in the U.S., and internationally.
If you have any questions regarding the content of this presentation, you can reach Jason at:
JGordon@polsinelli.com
Executive compensation continues its movement towards performance pay as the standard. Compensation structures and proxy disclosures are more and more complex. Investors and proxy advisors continue to increase influence on compensation issues. This webinar examines executive compensation, including equity-based compensation plans and executive employment and severance agreements. The importance of disclosure, alignment of risk, and metrics is also examined. Practical guidance on pay-for-performance and supplemental pay definitions is provided. The panelists discuss the effect of the Dodd-Frank Act on executive compensation, including SEC regulations. Exchange rules are compared to applicable federal law. Best practices regarding executive compensation committees and regulatory requirements for those committees are examined. Shareholder advisory groups promulgate executive compensation related advisory policies for their institutional shareholder clients annually and these policies are also discussed. Issues regarding board composition and leadership structure issues are discussed in relation to executive compensation.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/executive-compensation-2021/
www.sba.gov. The U.S. Small Business Administration (SBA) provides programs for businesses in the areas of technical assistance, training and counseling, financial assistance, assistance with government contracting, disaster assistance recovery, advocacy laws and regulations, civil rights compliance, and special interests, such as women, veterans, Native Americans, and young entrepreneurs. The website provides links to numerous information resources.
www.score.org. The Service Corps of Retired Executives (SCORE) is dedicated to helping small businesses get off the ground, grow and achieve their goals. SCORE provides volunteer mentors, free confidential business counseling, free business tools, and inexpensive or free business workshops.
This webinar is critical for entrepreneurs who will be raising a preferred round in the near future. This webinar is designed to teach you what to expect when your company sells preferred stock in a venture round.
During this webinar, veteran Silicon Valley venture capital attorney Jason Putnam Gordon will cover the following topics:
· What venture capitalists are looking for when they invest in a company
· What makes a company a potential investment for a venture capital fund
· Pre-round issues
· What makes a good investor and how to find them
· How to negotiate a term sheet
· The deal documentation
· The diligence process
· Closing issues
· Post-closing issues
· Common pitfalls when raising venture capital
· And much, much more
How to Prep for Venture Capital Funding Part 2: Venture Capital Termsideatoipo
Getting venture capital funding is the ultimate yet often elusive goal of many Silicon Valley startups. Venture capital funding dramatically improves a startup's chances of having a big IPO or buy out exit. Most startups at their inception have the hope, if not the expectation, that they will eventually receive venture capital funding.
In the current environment, venture capital funding has become more competitive, but it is still available. This presentation is the second of two parts and will cover typical venture capital deal terms and points, negotiating with venture capitalists and what to expect in the current environment.
Corporate and startup attorney Roger Royse will discuss:
1) Should you be approaching venture capitalists now
2) How (and when) you should value your startup for venture capitalists
3) What are typical venture capital financing terms
4) What terms you may negotiate and what terms are standard
5) How to protect yourself from dilution, freeze outs and forfeiture of shares
6) How to manage your investors after the close
7) Planning for a venture capital backed exit
8) What to do when things go wrong
9) Troubled company terms, down rounds and recaps
10) How to access and leverage funding sources during a global economic crisis
and more!
How to Position Your Startup for VC Fundingideatoipo
During this webinar, you will learn the basics of the venture model and path along with the necessary steps to take so that your company’s legal structure is an attractive investment. The discussion will cover:
1. Why a Delaware C-Corp is the most-common structure
2. How to document the relationship of the founders and early employees
3. The typical funding stages of a successful startup
4. An overview of convertible debt and SAFEs
5. Why it’s critical to run pro forma cap tables before financings
6. What happens in a venture financing
7. Why compliance with securities laws is important
8. Common legal mistakes in raising capital
9. And much, much more
Come with your questions and get ready to be excited about venture funding!
How to Form an Angel or Venture Fund: Legal, Business and Tax Strategiesideatoipo
While large amounts of pooled capital continue to be invested in startups, the legal, tax and regulatory environment continues to evolve. Many entrepreneurs and investors pool their capital into vehicles designed to invest in startups. Others form funds to manage investments by other passive investors.
Join us as we discuss the complex web of legal, tax and regulatory requirements for forming and operating a fund.
Two Silicon Valley attorneys will discuss the nuts and bolts of forming an angel or venture fund, including:
1) Types of investment funds designed to invest in startups
2) Typical investment fund terms
3) Various ways of structuring the distribution waterfall
3) Special tax rules applicable to fund managers (and some related tax issues on the investors side)
4) The federal and state registration requirements for fund managers;
Securities law issues for funds
5) Special considerations for foreign investors in funds
6) CFIUS considerations for funds with foreign investors
and more!
How to Get Your Startup Ready for Venture Capital Funding (Idea To IPO)Roger Royse
Venture capital funding is seen as the holy grail for a startup, often improving the company’s chances of a big IPO or exit dramatically. Most companies start their lives with the hope, if not the expectation, that they will eventually receive venture funding. This presentation will cover what a company should do to prepare for venture funding, what steps to take, what the venture capitalists expect and how to avoid venture capital deal breakers.
The speaker will discuss:
1) what types of companies are candidates for venture capital funding
2) the essential assets, qualities or aspects that your company must have to approach a venture capitalist
3) how (and when) you should value your company for venture capitalists
4) how you can protect yourself against dilutive rounds, losing control and being removed from management
5) how to get your company in front of venture capitalists
and more!
8.11.20 Funding 101 for Tech Entrepreneursideatoipo
Veteran Silicon Valley attorney Roger Royse will discuss, compare and contrast the various options available to entrepreneurs when it comes to funding their startup.
The speaker will address some common questions when it comes to funding for startups, including:
1) What are the best funding options for entrepreneurs to scale their business?
2) When should entrepreneurs pursue external funding?
3) How do entrepreneurs choose the right investor?
4) What alternative sources of funding are available?
5) How and why should a founder stage their funding rounds?
6) When should a founder think about exiting?
7) How can advisers help with the funding process?
and more!
Please come with your questions and scenarios.
About the Speaker:
Roger Royse is a partner in the Palo Alto office of Haynes and Boone, LLP and practices in the areas of corporate and securities law, tax, mergers and acquisitions and fund formation. He works with companies ranging from newly formed tech startups to publicly traded multinationals in a variety of industries. Roger has been an instructor or professor of legal, tax and business topics for the Center for International Studies (Salzburg, Austria), Golden Gate University School of Law and Stanford Continuing Studies and is a frequent speaker, writer, radio guest, blogger and panelist for bar associations, CPA organizations, and business groups. Roger is a Northern California Super Lawyer, is AV Peer-Rated by Martindale Hubbell, and has a “Superb” rating from Avvo..
Roger is the author of Dead on Arrival: How to Avoid the Legal Mistakes That Could Kill Your Startup and has been interviewed and quoted in the Wall Street Journal, Forbes, Fox Business, Chicago Tribune, Associated Press, Tax Notes, Inc. Magazine, Nikkei Asian Review, China Daily, San Francisco Chronicle, Reuters, The Recorder, 7X7, Business Insurance and Fast Company.
If you have questions for Roger, you can reach him at:
roger.royse@haynesboone.com
8.18.20 How to Negotiate with Venture Capitalistsideatoipo
Venture capital is the holy grail of funding for successful startups. Startups that successfully close a venture capital funding round will have access not only to money but also experience, expertise and connections. Silicon Valley has many success stories of venture-backed companies that went on to successful exits. However, there are as many stories of founders who lost their companies, exited too early or gave up too much to the venture capitalists. If a startup is lucky enough to get a venture capital term sheet, how can the startup founder protect herself? What should be negotiated, and what should she expect?
Join us as veteran Silicon Valley startup and venture capital attorney Roger Royse discusses how to negotiate with venture capitalists.
In this presentation, you will learn:
1) How to do due diligence on a venture capitalist
2) How to prepare your company for a venture capital financing
3) How to best position yourself for a successful raise
4) What terms to expect and what traps to avoid
5) What terms are standard, and what terms you should never agree to
6) What is a term sheet, and what can you expect to be in it
7) How to protect yourself from overreaching investors
8) How to position yourself for the future after the funding closes
9) What to expect after the close….
And more!
Please come with your questions, comments and scenarios.
About the Speaker:
Roger Royse is a partner in the Palo Alto office of Haynes and Boone, LLP and practices in the areas of corporate and securities law, tax, mergers and acquisitions and fund formation. He works with companies ranging from newly formed tech startups to publicly traded multinationals in a variety of industries. Roger has been an instructor or professor of legal, tax and business topics for the Center for International Studies (Salzburg, Austria), Golden Gate University School of Law and Stanford Continuing Studies and is a frequent speaker, writer, radio guest, blogger and panelist for bar associations, CPA organizations, and business groups. Roger is a Northern California Super Lawyer, is AV Peer-Rated by Martindale Hubbell, and has a “Superb” rating from Avvo..
Roger is the author of Dead on Arrival: How to Avoid the Legal Mistakes That Could Kill Your Startup and has been interviewed and quoted in the Wall Street Journal, Forbes, Fox Business, Chicago Tribune, Associated Press, Tax Notes, Inc. Magazine, Nikkei Asian Review, China Daily, San Francisco Chronicle, Reuters, The Recorder, 7X7, Business Insurance and Fast Company.
If you have questions for Roger, you can reach him at:
roger.royse@haynesboone.com
Funding 101 for Tech Entrepreneurs & StartupsRoger Royse
Roger Royse, founder of the Royse Law Firm, discusses the various options available to entrepreneurs when it comes to funding their startup.
Topics include:
1) What are the best funding options for entrepreneurs to scale their business?
2) When should entrepreneurs pursue external funding?
3) How do entrepreneurs choose the right investor?
4) What alternative sources of funding are available?
5) How and why should a founder stage their funding rounds?
6) When should a founder think about exiting?
7) How can advisors help with the funding process?
How To Relocate An International Startup to Silicon Valleyideatoipo
You began your startup outside of the United States, and now you would like to relocate it to Silicon Valley. Every year many startups make the move without working through the complex legal issues. Failing to address those issues can kill your startup. San Francisco-based startup and venture capital attorney Jason Putnam Gordon of Polsinelli LLP will provide a high-level overview of the common US legal issues surrounding the move. This program will provide information on the following key issues:
· Corporate structure
· Tax consequences
· Intercompany agreements
· Immigration
· Intellectual property issues
· US employment laws
· The Committee on Foreign Investment in the United States, also known as CFIUS
· Export-control Issues
· Common pitfalls and mistakes
· And much, much more.
8.20.20 How to Relocate Your Startup to Silicon Valleyideatoipo
You began your startup outside of the United States, and now you would like to relocate it to Silicon Valley. Every year many startups make the move without working through the complex legal issues. Failing to address those issues can kill your startup. San Francisco-based startup and venture capital attorney Jason Putnam Gordon of Polsinelli LLP will provide a high-level overview of the common US legal issues surrounding the move. This program will provide information on the following key issues:
· Corporate structure
· Tax consequences
· Intercompany agreements
· Immigration
· Intellectual property issues
· US employment laws
· The Committee on Foreign Investment in the United States, also known as CFIUS
· Export-control Issues
· Common pitfalls and mistakes
· And much, much more.
Come with your questions and scenarios.
About the Speaker
Jason Putnam Gordon is a results-oriented corporate attorney practicing in the Venture Capital and Emerging Growth Companies group in Polsinelli’s San Francisco office. Jason has a passion for working with experienced entrepreneurs and executives to make their vision a reality.
In his practice, he regularly represents companies throughout their life cycle in matters related to venture capital financing, strategic corporate relationships, corporate formation, complex mergers and acquisitions, sales, and divestitures. With industry focuses on consumer goods and technology, because of his broad skill set and deep network, Jason regularly works in a wide array of verticals including artificial intelligence, virtual reality, augmented reality, video games, software, hardware, life sciences, the internet of things and agricultural technology.
Jason works with companies based locally, elsewhere in the U.S. and internationally. Jason brings a unique skill set to the negotiating table and to litigation-minimization strategies in the boardroom. He started his career as a federal law clerk in the United States District Court for the Eastern District of Pennsylvania and then continued as a litigator handling corporate, securities, intellectual property, and commercial litigation before establishing a transactional practice.
Outside of the office, Jason is dedicated to his family and has a passion for skydiving and indoor body flight.
If you have any questions regarding the content of this presentation, you can reach Jason at:
JGordon@polsinelli.com
How to Prepare Your Startup for an M & A Exitideatoipo
You've labored for years on your startup and now it's time for an exit. Lack of sufficient preparation will lower the valuation of the company and may even kill your deal. San Francisco-based startup and venture capital attorney Jason Putnam Gordon of Polsinelli LLP will discuss how to properly prepare your startup for an M&A exit.
The program will cover the following:
Pre-M&A process
Parallel tracking additional capital raises
Overview of valuations and why you care
Liquidation waterfalls
Basic deal structures
Letters of Intent and Term Sheets
The diligence process
Negotiating the definitive agreements
The closing process
Post-closing issues
Common pitfalls and deal-killing mistakes
And much, much more!
Distressed Startups: Legal, Business, and Financing Strategiesideatoipo
Launching a startup - or starting a business - is challenging and is fraught with pitfalls. This is even more so in the midst of a pandemic and a global recession.
Veteran Silicon Valley attorney Roger Royse will discuss strategies for building and operating a successful business or startup during troubled times.
Roger will discuss:
1) What should you expect from your vendors, customers and financiers?
2) How can startup founders protect themselves from predatory creditors during a bad economy?
3) What will financing terms look like now?
Is startup investment capital even available?
4) What are some tax traps to avoid when working out debt obligations with investors and creditors?
5) Can startups still get federal stimulus grant money or loans?
6) What will venture capital terms look like now?
7) For existing startup companies -- how can you get venture capitalists to step up and continue funding your startup company?
8) How viable is crowdfunding and other alternative sources of funding in 2021?
9) If you lost your job or have been furloughed, how do you get started doing gig work in a gig economy?
What are the legal traps and restrictions for gig workers?
10) What other strategies and tactics should entrepreneurs deploy during a downturn?
7.30.20 How to Do a Venture Capital Financingideatoipo
This webinar is critical for entrepreneurs who will be raising a preferred round in the near future. This webinar is designed to teach you what to expect when your company sells preferred stock in a venture round.
During this webinar, veteran Silicon Valley corporate attorney Jason Putnam Gordon will cover the following topics:
· What venture capitalists are looking for when they invest in a company
· What makes a company a potential investment for a venture capital fund
· Pre-round issues
· What makes a good investor and how to find them
· How to negotiate a term sheet
· The deal documentation
· The diligence process
· Closing issues
· Post-closing issues
· Common pitfalls when raising venture capital
· And much, much more
Come with your questions and get ready to get excited about venture capital financings!
About the Speaker:
Jason Putnam Gordon is a results-oriented corporate attorney practicing in the Venture Capital and Emerging Growth Companies group in Polsinelli's San Francisco office. He has a passion for working with experienced entrepreneurs and executives to make their vision a reality.
Jason regularly represents companies throughout their life cycle in matters related to venture capital financing, strategic corporate relationships, corporate formation, complex mergers and acquisitions, sales, and divestitures. Jason regularly works in wide array of verticals including artificial intelligence, virtual reality, augmented reality, video games, software, hardware, life sciences, the internet of things and agricultural technology. His clients are based locally, elsewhere in the U.S., and internationally.
If you have any questions regarding the content of this presentation, you can reach Jason at:
JGordon@polsinelli.com
Executive compensation continues its movement towards performance pay as the standard. Compensation structures and proxy disclosures are more and more complex. Investors and proxy advisors continue to increase influence on compensation issues. This webinar examines executive compensation, including equity-based compensation plans and executive employment and severance agreements. The importance of disclosure, alignment of risk, and metrics is also examined. Practical guidance on pay-for-performance and supplemental pay definitions is provided. The panelists discuss the effect of the Dodd-Frank Act on executive compensation, including SEC regulations. Exchange rules are compared to applicable federal law. Best practices regarding executive compensation committees and regulatory requirements for those committees are examined. Shareholder advisory groups promulgate executive compensation related advisory policies for their institutional shareholder clients annually and these policies are also discussed. Issues regarding board composition and leadership structure issues are discussed in relation to executive compensation.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/executive-compensation-2021/
www.sba.gov. The U.S. Small Business Administration (SBA) provides programs for businesses in the areas of technical assistance, training and counseling, financial assistance, assistance with government contracting, disaster assistance recovery, advocacy laws and regulations, civil rights compliance, and special interests, such as women, veterans, Native Americans, and young entrepreneurs. The website provides links to numerous information resources.
www.score.org. The Service Corps of Retired Executives (SCORE) is dedicated to helping small businesses get off the ground, grow and achieve their goals. SCORE provides volunteer mentors, free confidential business counseling, free business tools, and inexpensive or free business workshops.
The paycheck protection program for small businessesMerchant Advisors
Here is a handy guide on what is the Paycheck Protection Program and it can help small businesses in the coronavirus pandemic. https://www.onlinecheck.com/blog/small-business-resources/paycheck-protection-program-for-small-businesses/
PPP Loan Forgiveness and Tax Considerations For the Construction IndustryWithum
Withum’s Construction Services Team is partnered up with New Jersey Subcontractors Association and New Jersey Land Improvement Contractors of America to host a forum regarding Paycheck Protection Program (PPP) Loan Forgiveness and Tax Considerations for the Construction Industry.
Coronavirus emergency loans via cares act -small business guide & che...Mark Weber
Banks are still waiting for guidance from the regulatory agencies as to how these loans are to be administered and which banks will be able to provide the loan. It may take up to two weeks before they can begin accepting applications. The recommendation is to make contact with your banking relationships ASAP since there will be a lot of asks coming in short order. You should tell the bank that you plan to apply and ask for updates as they learn more.
What Is Life After Coronavirus? How To Claim SBA Disaster & CARES Act LoansRea & Associates
While the COVID-19 crisis continues to impact businesses large and small, government entities and lending institutions are working tirelessly to provide the relief necessary to maintain operations, maintain a workforce, and overcome the crisis. We continue to receive minute-by-minute updates from government officials and others who are trying to help streamline the process and provide you with the funds you need to stay in business.
We understand how difficult the application process is for those looking to take advantage of the assistance being offered by the Small Business Administration, which is why our SBA Loan Task Force will provide you with a presentation designed to help you understand the resources now available through the SBA disaster loan program, as well as the new resources that are becoming available as a result of the pending CARES Act legislation.
This presentation will help you determine:
Whether your business is eligible to receive funds.
How to apply.
What information you will need to complete the loan process.
Best practices and resources to help you along.
This presentation is presented by Paul McEwan, CPA, MTax, AIFA, principal and director of benefit plan services at Rea & Associates; Matt Long, CPA, MT, principal and director of client advisory services at the firm; and Scott Moyer, CPA, principal and director of oil & gas services.
Paul, Matt, and Scott have stepped up to lead the Small Business Administration's Disaster Loan Task Force. Not only have they studied the topic and are actively updating their knowledge base as events continue to unfold, but this team also works directly with clients who are currently trying to navigate the process.
Insights from the Paycheck Protection ProgramJasonSchupp1
Analysis of the Small Business Administration's initial release of data on loans approved under the Paycheck Protection Program as design considerations for a future Pandemic Risk Insurance Program
Debt Relief For Small Businesses- Requirements for Your Loan Application – CO...Sylvie Luanghy
Since most banks are not yet ready to start accepting loan applications for the SBA Paycheck Protection Program, I decided to do some research on the program and put a quick PowerPoint overview for those who still lack information on the program eligibility requirements.
Webinar presented by TMA SoCal featuring panelists from Business Capital, Midcap Financial and Robins Kaplan with perspectives on borrowing, lending and legal implications during the COVID-19 crisis.
Covid 19 impact on lenders & borrowers webinarChuck Doyle, CTP
Webinar presented by TMA SoCal featuring panelists from Business Capital, Midcap Financial and Robins Kaplan with perspectives on borrowing, lending and legal implications during the COVID-19 crisis.
Webinar presented by TMA SoCal featuring panelists from Business Capital, Midcap Financial and Robins Kaplan with perspectives on borrowing, lending and legal implications during the COVID-19 crisis.
Coronavirus Financial Assistance ProgramsMark Gottlieb
[Attorneys of All Disciplines] Under The Caption - "Must Be Shared" - Download our PowerPoint Presentation discussing the various Coronavirus Financial Assistance Programs. Many of you are also eligible. Call us if you need further assistance.
[퐀퐭퐭퐨퐫퐧퐞퐲퐬 퐨퐟 퐀퐥퐥 퐃퐢퐬퐜퐢퐩퐥퐢퐧퐞퐬] 퐔퐧퐝퐞퐫 퐓퐡퐞 퐂퐚퐩퐭퐢퐨퐧 - "퐌퐮퐬퐭 퐁퐞 퐒퐡퐚퐫퐞퐝"- Download our PowerPoint Presentation discussing the various Coronavirus Financial Assistance Programs. Many of you are eligible. Call us if you need further assistance.
Based on Treasury Guidance as of 4/6/2020, Donaldson Legal Counseling PLLC presents Q & A of the Paycheck Protection Program from the CARES Act
https://attorneylawny.com/paycheck-protection-program/
US Chamber Small Business ELA Loan GuidePaula Carr
The Coronavirus Aid, Relief, and Economic Security (CARES) Act allocated $350 billion to help small businesses keep workers employed amid the pandemic and economic downturn. Known as the Paycheck Protection Program,
the initiative provides 100% federally guaranteed loans to small businesses who maintain their payroll during
this emergency.
Leveraging Federal Financial Assistance Programs During COVID-19Kareo
Bill Finerfrock, HBMA Director of Government Affairs, will break down the CARES Act and its associated programs to provide you with key takeaways to help ease financial burdens and maintain current staff levels.
In this webinar, Bill will discuss:
-New Paycheck Protection Program
-Other SBA (Small Business Association) programs
-Medicare Advanced Payment Options
-Provider Lost Revenue Program
PYA hosted a complimentary one-hour webinar aimed at helping independent medical group owners, partners and practice executives, law firms, and financial advisors by offering strategies for physician practice survival. Practices are exploring every avenue to remain solvent while health systems express concerns about the survival of the independent groups in their communities.
PYA Principals Lori Foley and Jeff Bushong, along with Consultant Katie Ray, discussed:
Cash flow support, including the CARES Act Paycheck Protection Program and Medicare Advance Payments.
Staffing considerations, including the Families First Coronavirus Response Act (FFCRA), pay reductions, and furloughs.
Operations during crisis management, including topline revenue preservation and expense reductions.
The webinar took place Monday April 6, 2020, at 11:00 am EDT.
Small business owners guide to the cares actVijar Kohli
The programs and initiatives in the Coronavirus Aid, Relief, and Economic Security (CARES) Act that was just passed by Congress are intended to assist business owners with whatever needs they have right now. When implemented, there will
be many new resources available for small businesses, as well as certain nonprofits and other employers. This guide provides information about the major programs and initiatives that will soon be available from the Small Business Administration (SBA) to address these needs, as well as some additional tax
provisions that are outside the scope of SBA.
Startup Law 101 How to Avoid Legal Pitfalls that Could Doom Your Startup.pptxRoger Royse
A presentation of the legal issues that startups and their founders need to know and the common legal pitfalls that affect startup companies. Unlike more mature companies, startups typically do not have large legal budgets and in house legal counsel focused on legal compliance. Nevertheless, startups must be aware of and comply with law, especially with respect to the issues that are unique to startups.
The presentation covers those unique issues as well as the sometimes surprising and every evolving California rules. In particular, we summarize:
Corporate formation and choice of entity and law;
Securities laws;
Labor and employment and why virtually evert startup in California is probably out of compliance and what you can do about it;
Intellectual property strategies using patent, trademark and trade secret;
Protecting your business through agreements;
Protecting the founders from personal liability;
And more.
The speaker will draw on more than 30 years of startup experience in describing how to manage legal risk on a startup budget.
Royse Law Firm and BNY Mellon Wealth Management discuss the various legal, tax, and financial scenarios to consider when selling your business.
- Is this a good time in the global economic environment to be planning an exit?
- What personal financial planning is necessary to maximize the benefit of this exit for my family and me?
- What legal, tax, and financial due diligence is critical to ensuring a successful exit?
- What are the key elements to successfully selling your business?
In this section of "Rise of the Machines: Avoiding the Legal Pitfalls of App Development" Roger Royse, founder of the Royse Law Firm, discusses:
1. Misclassification: Independent Contractor vs. Employee
2. Managing Risk: What Are the Direct & Indirect Costs
3. Strategies for Avoiding Misclassification
4. Reporting
How to Split the Pie, Raise Money, and Reward Contributors (Idea To IPO)Roger Royse
What’s my startup worth? How much equity should founders have? How much equity should I give to employees and consultants? How much should I give to the venture capitalists?
Silicon Valley startup attorney Roger Royse of the Royse Law Firm discusses the basic valuation and ownership issues involved in a startup’s life, from formation to financing to exit, including how to value your company and the contributions of stakeholders and investors at each step with a particular emphasis on different models, best practices and traps to avoid.
Week 7 - Legal Issues in Blockchain and CryptocurrenciesRoger Royse
Instructor: Roger Royse, Founder of Royse Law Firm
Course Title: The Business Basics of Blockchain, Cryptocurrencies, and Tokens
Location: Stanford Continuing Studies
Week: 7 (of 7)
The seventh session will examine legal issues in blockchain applications. We will discuss the legal structure of an initial coin or security coin offering (ICO) in the US and globally, including the rules governing the sale of securities in the US. We will overview patent and intellectual property (IP) issues in blockchain and licensing agreements that provide protection to inventors while making resources available for open innovation.
Week 5 - Blockchain Economics: Strategic Value in Private Blockchain Roger Royse
Instructor: Roger Royse, Founder of Royse Law Firm
Course Title: The Business Basics of Blockchain, Cryptocurrencies, and Tokens
Location: Stanford Continuing Studies
Week: 5 (of 7)
The fifth class will get into how blockchain technology will shape innovation in different industries. Relying on economic theory, we will address the question of “How can companies determine if there is strategic value in blockchain?” We will evaluate blockchain’s value in short-term and long-term perspective and explain how companies take a structured approach in developing blockchain strategies. We will examine several successful private blockchain projects such as Maersk TradeLens and look at the factors that come into play when determining whether to use a public or a private blockchain.
Instructor: Roger Royse, Founder of Royse Law Firm
Course Title: The Business Basics of Blockchain, Cryptocurrencies, and Tokens
Location: Stanford Continuing Studies
Week: 4 (of 7)
This class will shift will focus on the promise of smart contracts to provide cheap verification, reduce costs and automate many routine transactions. We will explain what a smart contract is (and what it is not), how it works and discuss where it can be implemented to the current economy. We will discuss the use of distributed applications built on the block chain and examine how Ethereum allows dApps to run. We will also look in depth at several dApps including Cryptokitties, Augur and Local Ethereum.
Instructor: Roger Royse, Founder of Royse Law Firm
Course Title: The Business Basics of Blockchain, Cryptocurrencies, and Tokens
Location: Stanford Continuing Studies
Week: 3 (of 7)
The third session focuses specifically on cryptocurrencies. We will discuss the history of digital currencies from Bitcoin to Ether and others. We will review core concepts and terms and more highlight the major events in cryptocurrency space, new opportunities and existing problems that remain to be solved.
Instructor: Roger Royse, Founder of Royse Law Firm
Course Title: The Business Basics of Blockchain, Cryptocurrencies, and Tokens
Location: Stanford Continuing Studies
Week: 2 (of 7)
The second class will describe the underlying blockchain technology and explain key concepts such as block, hash, blockchain, mode, nonce, distributed and decentralized ledgers, mining, tokens, proof of work, and proof of stake. We will discuss how the technology works and the ways that block chain solutions verifies transactions.
New advances in AI, biotech, drone technology, IoT, and satellites have transformed the way food is produced, managed, and distributed. This presentation discusses the technologies, legal hurdles, and investment trends of the growing AgTech industry.
NATURE, ORIGIN AND DEVELOPMENT OF INTERNATIONAL LAW.pptxanvithaav
These slides helps the student of international law to understand what is the nature of international law? and how international law was originated and developed?.
The slides was well structured along with the highlighted points for better understanding .
Car Accident Injury Do I Have a Case....Knowyourright
Every year, thousands of Minnesotans are injured in car accidents. These injuries can be severe – even life-changing. Under Minnesota law, you can pursue compensation through a personal injury lawsuit.
Military Commissions details LtCol Thomas Jasper as Detailed Defense CounselThomas (Tom) Jasper
Military Commissions Trial Judiciary, Guantanamo Bay, Cuba. Notice of the Chief Defense Counsel's detailing of LtCol Thomas F. Jasper, Jr. USMC, as Detailed Defense Counsel for Abd Al Hadi Al-Iraqi on 6 August 2014 in the case of United States v. Hadi al Iraqi (10026)
WINDING UP of COMPANY, Modes of DissolutionKHURRAMWALI
Winding up, also known as liquidation, refers to the legal and financial process of dissolving a company. It involves ceasing operations, selling assets, settling debts, and ultimately removing the company from the official business registry.
Here's a breakdown of the key aspects of winding up:
Reasons for Winding Up:
Insolvency: This is the most common reason, where the company cannot pay its debts. Creditors may initiate a compulsory winding up to recover their dues.
Voluntary Closure: The owners may decide to close the company due to reasons like reaching business goals, facing losses, or merging with another company.
Deadlock: If shareholders or directors cannot agree on how to run the company, a court may order a winding up.
Types of Winding Up:
Voluntary Winding Up: This is initiated by the company's shareholders through a resolution passed by a majority vote. There are two main types:
Members' Voluntary Winding Up: The company is solvent (has enough assets to pay off its debts) and shareholders will receive any remaining assets after debts are settled.
Creditors' Voluntary Winding Up: The company is insolvent and creditors will be prioritized in receiving payment from the sale of assets.
Compulsory Winding Up: This is initiated by a court order, typically at the request of creditors, government agencies, or even by the company itself if it's insolvent.
Process of Winding Up:
Appointment of Liquidator: A qualified professional is appointed to oversee the winding-up process. They are responsible for selling assets, paying off debts, and distributing any remaining funds.
Cease Trading: The company stops its regular business operations.
Notification of Creditors: Creditors are informed about the winding up and invited to submit their claims.
Sale of Assets: The company's assets are sold to generate cash to pay off creditors.
Payment of Debts: Creditors are paid according to a set order of priority, with secured creditors receiving payment before unsecured creditors.
Distribution to Shareholders: If there are any remaining funds after all debts are settled, they are distributed to shareholders according to their ownership stake.
Dissolution: Once all claims are settled and distributions made, the company is officially dissolved and removed from the business register.
Impact of Winding Up:
Employees: Employees will likely lose their jobs during the winding-up process.
Creditors: Creditors may not recover their debts in full, especially if the company is insolvent.
Shareholders: Shareholders may not receive any payout if the company's debts exceed its assets.
Winding up is a complex legal and financial process that can have significant consequences for all parties involved. It's important to seek professional legal and financial advice when considering winding up a company.
ALL EYES ON RAFAH BUT WHY Explain more.pdf46adnanshahzad
All eyes on Rafah: But why?. The Rafah border crossing, a crucial point between Egypt and the Gaza Strip, often finds itself at the center of global attention. As we explore the significance of Rafah, we’ll uncover why all eyes are on Rafah and the complexities surrounding this pivotal region.
INTRODUCTION
What makes Rafah so significant that it captures global attention? The phrase ‘All eyes are on Rafah’ resonates not just with those in the region but with people worldwide who recognize its strategic, humanitarian, and political importance. In this guide, we will delve into the factors that make Rafah a focal point for international interest, examining its historical context, humanitarian challenges, and political dimensions.
Responsibilities of the office bearers while registering multi-state cooperat...Finlaw Consultancy Pvt Ltd
Introduction-
The process of register multi-state cooperative society in India is governed by the Multi-State Co-operative Societies Act, 2002. This process requires the office bearers to undertake several crucial responsibilities to ensure compliance with legal and regulatory frameworks. The key office bearers typically include the President, Secretary, and Treasurer, along with other elected members of the managing committee. Their responsibilities encompass administrative, legal, and financial duties essential for the successful registration and operation of the society.
How to Obtain Permanent Residency in the NetherlandsBridgeWest.eu
You can rely on our assistance if you are ready to apply for permanent residency. Find out more at: https://immigration-netherlands.com/obtain-a-permanent-residence-permit-in-the-netherlands/.
Agrarian Reform Policies in the Philippines: a quiz
How Your Company is Affected by the CARES Act and Related Legislation
1. Roger Royse
Founder, Royse Law Firm
rroyse@rroyselaw.com
650-813-9700
www.rroyselaw.com
How Your Company is
Affected by the CARES Act
and Related Legislation
2. IMPORTANT
DISCLAIMER
No information contained in this presentation is to be construed as legal
advice. No information contained in this presentation is intended or related to
any particular factual situation. Nothing herein forms an attorney-client
relationship. If legal advice or other expert assistance is required, the services
of a competent professional should be sought.
3. OVERVIEW:
SBA Grants and Loans
Economic Injury Disaster Loans
Payroll Protection Program
Local and private programs
Refundable Tax Credits
Main Street Lending
Families First Coronavirus Response Act
Federal and state tax changes
4. CORONAVIRUS AID, RELIEF,
AND ECONOMIC SECURITY
(CARES) ACT
Payroll Protection Program (PPP) Loans
SBA Economic Injury loans
Main Street Lending
5. CORONAVIRUS AID, RELIEF,
AND ECONOMIC SECURITY
(CARES) ACT
CARES Act allocates:
$560 billion to individuals
$500 billion to large corporations
$377 billion to small businesses
$340 billion to state and local governments
$154 billion for public health
$44 billion for education and other causes
6. SBA ECONOMIC INJURY
DISASTER LOANS
Eligibility
Companies that can show an injury
In operation since 1/31/2020
Small business, most nonprofits, sole proprietors, small ag coops
Operates primarily in the US
Independently owned and operated
Not dominant in its field on a national basis
Not available for cannabis and other federally restricted activities
7. SBA EIDL Terms
Up to $2,000,000 (up to $200k with no personal guarantee)
3.75% Interest Rate, up to 30 years term
Loans under $25,000 require no collateral
Up to 30 Year term – case by case
8. SBA ECONOMIC INJURY
DISASTER LOANS
Eligibility:
business employs 500 or fewer people likely considered a small
business and eligible, including the loan advance.
Number of employees is higher for businesses in some industries.
In addition to the PPP loans but cannot be used for same purpose
9. SBA ECONOMIC INJURY
DISASTER ADVANCE LOANS
Up to $10,000 injury advance
Need not be repaid
The funds are meant for:
Providing paid sick leave to employees unable to work due to the
direct effect of COVID-19
Maintaining payroll to retain employees
Meeting increased costs due to interrupted supply chains
Making rent or mortgage interest payments
Apply on line at https://covid19relief.sba.gov/#/
10. OTHER LOANS
Express Bridge Loan-small businesses who currently have a business relationship
with an SBA Express Lender may access up to $25,000
Debt Deferment on existing 7(a) loans
California Statewide Certified Development Corporation (CDC) – working capital
loans up to $250,000 for 5 to 10 years at prime plus 6.25 – 9.25%
CDC Small Business Finance loans up to $500,000 between 7.25% and 14.5%
SBA 7(a) loans – up to $5 million for short or long term working capital
504 Loans up to $5.4 million long term fixed rate loans
SBA micro loans
https://calstatewide.com/community-advantage-lending/
11. STATE OF
CALIFORNIA IBANK
Infrastructure and Economic Development Bank (IBank)
$50 million allocated for loan guarantees for individuals who do not qualify for
federal funds, such as low wealth and undocumented immigrants
Small Business Finance Center loan guarantees up to $1 million for 7 years and
low wealth entrepreneurs up to $10,000 for 5 years
12. LOCAL RESOURCES AND
GRANTS
SiliconValleyStrong.org
GrantWatch.com
BusinessOwnerSpace.com offers loans through its business partners
13. PAYROLL PROTECTION
PROGRAM (PPP) LOANS
(SBA 7(A)) – ELIGIBILITY
a. Must certify that current uncertainty makes the loan necessary to support
ongoing operations and funds will be used to retain workers and maintain
payroll or make mortgage, lease and utility payments
b. In operation since 2/15/2020
c. Less than 500 employees, meets SBA size standards or Small Business
Concern
d. Loan proceeds used to cover payroll (even though you are closed), mtge
interest, rent and utility
e. Impermissible uses will be required to repay and may be subject to fraud
penalties
f. Apply through federally insured institution
g. SBA Form 2483
h. Independent contractors
14. PPP LOANS - ELIGIBILITY
a. For profits, 501(c)(3) non profits, 501(c)(19) veterans organizations
b. Small business concerns that as of 3/27/2020
a. Maximum tangible net worth of no more than $15 million and
b. Average net income after FIT not more than $5 million for prior 2
years
c. Accommodation and Food Services (with no more than 500 employees in
a single location), certain franchisees, SBIC companies
d. Sole proprietors and independent contractors
e. Ineligible:
a. Financial businesses (lending, investment, mtge)
b. REITs and passive businesses
c. Majority non-US owned
d. Private clubs
e. Gambling life insurance and speculation
15. PPP LOANS - INDEPENDENT
CONTRACTORS
Payroll costs for sole proprietors and independent contractors are:
The sum of payments of any compensation to or income of a sole proprietor or
independent contractor that is a wage, commission, income, net earnings from
self-employment, or similar compensation and that is in an amount that is not
more than $100,000 in 1 year, as prorated for the covered period.
Partners in a partnership may qualify
16. PPP LOANS– REAL ESTATE?
Interim Final Rule published by the SBA on April 2 excludes SBA Standard
Operating Procedure 50 10 Passive Businesses:
a. Passive businesses owned by developers and landlords that do not actively
use or occupy the assets acquired or improved.
b. Businesses primarily engaged in subdividing real property into lots and
developing it for resale on its own account.
c. Businesses that are primarily engaged in owning or purchasing real estate
and leasing it.
d. Businesses that lease land for the installation of a cell phone tower, solar
panels, billboards, or wind turbine.
e. Businesses that have entered into a management agreement with a third
party that gives the management company sole discretion to manage the
operations of the business.
f. Apartment buildings and mobile home parks.
g. Residential facilities that do not provide healthcare and/or medical
services.
17. PPP - TERMS
Apply through lenders
Up to $10 million of 2.5 times average monthly payroll for previous 12
months
Interest fixed at 1% and payments deferred not less than 6 months
No personal guarantee or collateral required
Maturity date is 2 years
EIDL may reduce amount to be borrowed under PPP
Companies that retain or rehire employees can apply for up to 8 weeks of
payroll forgiveness
18. PPP - LOAN AMOUNT
2.5 times average monthly payroll
• Payroll capped at $100k annualized
• Independent contractors are not employees
Payroll is compensation, leave, benefits, state and local taxes but not payroll
taxes
Independent contractors are not employees but can apply on their own
For I/Cs, wages include self-employment earnings
Excludes amounts over $100,000, payments to non US residents, Federal
employment taxes (to June 30), sick and family leave for which a tax credit is
available and payments to ICs
19. PPP - LOAN
FORGIVENESS
Intent to is to incentivize the use the proceeds for 8 weeks of payroll
Based on retaining or rehiring and maintaining salary levels
75% of PPP must be used towards payroll costs (even though you are
closed)
No more than 25% for non payroll costs (mtge interest, rent, utilities)
Keep good records
Forgiveness not taxable as income
20. PPP - LOAN
FORGIVENESS
Amount forgiven is reduced by:
Reduction in number of employees
Expected forgiveness amount times
Average number of FTE employees per month the recipient employed
during the covered period / average number of FTE employees per
month that the company had from February 15 through June 30,
2019 or January 1 through February 29, 2020)
AND
Reduction in total salary or wages of any employee during the covered
period in excess of 25% of the employee’s salary or wages during the most
recent full quarter prior to the covered period.
21. PPP - LOAN
FORGIVENESS
CALCULATION
Amount of PPP Loan reduced by
Amt used for other authorized purposes in excess of 25%
Amt use for unauthorized purposes
Amount not forgiven because of reduction in wages
Annualized wages in 8 week loan period from Q-1 2020 > 25%?
No forgiveness for wages less than 75% of Q-1 annualized wages
Employee by employee calculation
Percentage not forgivable based on unrestored reduction in headcount
Numerator: Ave FTE for 8 week post loan period
Denominator
Ave FTE 2/15/2019 – 6/30/2019
Ave FTE 1/1/2020 – 2/29/2020
22. PPP - OTHER TERMS
Only one loan allowed
Must be made before June 30, 2020
First come first served
6 months to start paying, but interest accrues during this 6 months
High lender fees and high spread
100% federal guarantee, no collateral, no personal guarantees,
Lenders rely on borrower certifications
Agent fees paid by the lender, not the borrower or from PPP proceeds
23. PPP – OTHER ISSUES
Consultant fees paid by lender (not from proceeds)
Certifications
“…Current economic uncertainty makes this loan request necessary to
support the ongoing operations of the applicant
The funds will be used to retain workers and maintain payroll or make
mortgage interest payments, lease payments, and utility payments; I
understand that if the funds are knowingly used for unauthorized purposes,
the federal government may hold me legally liable such as for charges of
fraud. As explained above, not more than 25 percent of loan proceeds may
be used for non-payroll costs…”
24. AFFILIATE RULE
When one business controls another, the companies are affiliated for
purposes of the 500 employee rule
Under 13 CFR §121.301 an equity holder with a power to control may be an
affiliate
Protective provisions or veto rights in venture deals could trigger a finding of
control
25. AFFILIATE RULE AND
VENTURE BACKED
COMPANIES - ACG POLL
77% reported the PPP exclusion would impact the survival of their business
92% stated the PPP exclusion would result in employees being laid off
More than 85% anticipate layoffs in the next month – of which 61% expect that to
occur in the next two weeks
26. MAIN STREET LENDING
PROGRAM
Federal guarantees of loans to small and midsize US businesses
Required due to exigent circumstances presented by the coronavirus pandemic
Unsecured term loans to eligible borrowers after April 8, 2020
Borrowers can have up to 10,000 employees or $2.5 billion in annual revenues
Must be solvent
In addition to PPP loans
Minimum loan size of $1 million
Cannot replace existing debt
Must use reasonable efforts to maintain payroll and retain employees
Numerous other restrictions
27. MAIN STREET LENDING
PROGRAM
Adjustable rate
4 year maturity
P&I amortization deferred for one year
No dividends on common
No stock buybacks
Employee comp must be capped
28. FAMILIES FIRST
CORONAVIRUS RESPONSE
ACT (FFCRA)
FFCRA requires certain employers to provide employees with paid sick
leave or expanded family and medical leave for specified reasons related to
COVID-19
Covered employers must provide to all employees:
Two weeks (up to 80 hours) of paid sick leave when the employee is
unable to work because of COVID-19; or
Two weeks (up to 80 hours) of paid sick leave at two-thirds regular
rate of pay because the employee is unable to work because of a bona
fide need to care for an individual subject to quarantine, or care for a
child whose school is closed or unavailable for COVID-19
29. A covered employer must provide to employees that it has employed for at least 30
days:
Up to an additional 10 weeks of paid expanded family and medical leave at two-thirds
FAMILIES FIRST
CORONAVIRUS RESPONSE
ACT (FFCRA)
30. FFCRA – EXCEPTIONS
Employers with fewer than 50 employees exempt from the FMLA Expansion
if providing the exemption would jeopardize the viability of the business.
Records must be maintained by company but not sent to DOL
31. A refundable tax credit is allowed against the employer's portion of Social Security
taxes and is equal to
100 percent of the qualified sick leave wages paid under the Emergency Paid
Sick Leave Act (EPSLA) and/or
100 percent of the qualified family leave wages paid under FMLA Expansion
Applicable tax credits also extend to amounts paid or incurred to maintain health
insurance coverage.
FFCRA – TAX CREDITS
32. FEDERAL UNEMPLOYMENT
$600 per week of Federal benefit on top of state unemployment
39 weeks of coverage
Remote workers not eligible
Not eligible if you get paid sick leave or FMLA
Not chargeable to employer experience rating
Self-employed (independent contractor or gig worker) who are unable to work due
to COVID-19 may be eligible for UI benefits:
UI Elective Coverage
Past employer made contributions on over past 5 to 18 months
Misclassified as an independent contractor instead of an employee
33. OTHER ISSUES
Business Interruption insurance
Review business continuity plans
Ensure security procedures in place
Talk to your banker
34. PAYROLL TAX CREDIT
Refundable payroll tax credit for 50% of certain wages paid through 12/31/2020
Available if operations have been
fully or partially suspended as a result of government order limiting travel or
meetings, or
significant decline in gross receipts
Covers wages of furloughed employees or all employee wages for employers with
100 or fewer employees whether or not furloughed
Covers wages and comp including health benefits
Excludes wages used for credits for required paid sick leave or paid family leave
If employment tax deposits do cover the credit, employer may receive advance
payment from the IRS on Form 7200
FY 2020 employer payroll tax deposits delayed to end of 2021 and 2022
payroll deposits delayed - 50% of 12/31/2021 and 50% on 12/31/22
unless PPP forgiveness
Not available for employers receiving PPP assistance
35. PPP VS. TAX CREDIT
If any portion of PPP is forgiven, no social security tax deferral
Credit is 50% up to $10,000 per employee
Reduced by sick and FMLA credit
Forgiveness is up to $100,000 annualized comp per employee
Forgiveness is tax free
Payment is deductible
36. FEDERAL TAX CHANGES
Modifications of Net Operating Losses
5 year carryback of business NOLs arising in 2018, 2019 or 2020
Eliminates excess business loss limitation rules
NOLS prior to 1/1/21 can offset 100% of income (not just 80%)
Business Interest Expense
IRC 163(j) limited interest deductions to interest income plus 30% of AGI
Percent limit increased to 50% of AGI for 2019 and 2020
Taxpayer may use 2019 AGU in determining 2020 limit
Qualified Improvement Property
15 depreciable life,
100% deduction in year placed in service
Acceleration of AMT Credits
Exclusion from income for up to $5,250 of student loans paid by employers
2020 charitable contribution deduction limitation increased to 100%
Suspension of 10% penalty for early withdrawals from retirement plans for corona virus
distributions
Minimum distribution provisions suspended
One time $1,200 recovery rebate for individuals; subject to AGI phase out
Federal income tax filing date automatically extended from April 15 to July 15, 2020.
37. FEDERAL TAX REFUNDS
Any individual earning less than $75,000 per year will receive $1,200 and couples
earning less than $150,000 per year will receive $2,400.
Families will also receive $500 per child.
38. CALIFORNIA TAX
California does not automatically conform to Federal tax changes
NOLs:
disallows NOL carrybacks (with limited exceptions) for taxable years
beginning after December 31, 2018
There was never an 80% limitation
Because California never elected to conform to 163(j), the 30% never applied
(and neither does the 50% increase).
39. QUALIFYING
CORONAVIRUS-RELATED
DISTRIBUTIONS (QCDs)
Penalty-free withdrawals up to $100,000
Covers distributions from 401(k), 457, 403(b) and IRAs.
Includes adverse financial consequences as a result of being quarantined,
furloughed, laid off or having work hours reduced; being unable to work due
to a lack of child care as a result of COVID-19; or closing or reducing hours of a
business owned or operated by the individual due to COVID-19.
Income tax on the distribution may be paid over a three-year period;
Participants MAY repay the amount withdrawn within three years;
Repayments will not be subject to the retirement plan contribution limits; and
20% withholding is reduced from 20% to 10%.
All contribution sources (other than money purchase pension plan) will be
available.
40. CARES ACT EXISTING
LOAN PAYMENT
DEFERMENT
Applies to loan repayments due between the date of enactment (March 27-
December 31, 2020)
Permitted delay of one year
Plan may increase the maximum loan limit for qualified participants to the
lesser of 100% of the participant’s vested account balance or $100,000 until
September 23, 2020
41. STATE TAX CHANGES
Small business may defer paying CA sales and use taxes up to $50,000 for
12 months
CA income tax Filing and payment deadlines from March 15 to June 15
moved to July 15, 2020.
"Small Business" as defined by
1) Number of Employees
Example: NAICS Code 423430 Computer and Computer Peripheral Equipment and Software Merchant Wholesalers can have up to (250)
OR
2) Revenue
NAICS Code 511210 - Software Publisher can have up to $41.5 million in revenue
Size will be determined by chart provided by SBA
The repayment term will be determined by your ability to repay the loan.
Takes approximately 3 weeks to process the application.
80% limitation relief on for 2020
You can borrow up to $200,000 without a personal guarantee.
First-year tax returns are not required and approval can be based on credit score.
You do not have to prove you could not get credit elsewhere.
Loans of $25,000 or less require no collateral. For loans above $25,000, general security interest in business assets can be used.
You must allow the SBA to review your business tax records.5
"Small Business" as defined by
1) Number of Employees
Example: NAICS Code 423430 Computer and Computer Peripheral Equipment and Software Merchant Wholesalers can have up to (250)
OR
2) Revenue
NAICS Code 511210 - Software Publisher can have up to $41.5 million in revenue
Size will be determined by chart provided by SBA
The repayment term will be determined by your ability to repay the loan.
Takes approximately 3 weeks to process the application.
immediate $10,000 grant – you keep it even if you get turned down for the up to $2MM economic disaster loan
The amount of your up to $10,000 grant, which you request when you fill out your EIDL application, is determined by the number of employees you have at $1,000 per employee with a maximum grant of $10,000. For example: If you have three employees, you will receive $3,000. That amount will be deducted from the loan forgiveness amount of any PPP loan you receive and should arrive within days of your EIDL loan application, according to the SBA. As noted above, whether you ultimately qualify for an EIDL, the grant money is yours and does not have to be repaid.
The SBA can provide up to $10,000 within days of the application. The EIDL grant does not need to be repaid, even if your disaster loan application is later denied.
California Statewide CDC – Working capital loans up to $250k are available for 5 to 10 years at prime + 6.25 – 9.25%. SBA loan fees apply.
CDC Small Business Finance – Loans of up to $500,000 at between 7.25 and 14.5% are available for up to 10 years. Fees are not required until the loan is approved. Assistance is available in English and Spanish. Southeast Asian Community Center –
Microloans are available for up to $50,000 for up to 4 years. Interest rates are competitive and only notary fees are required. Staff speak English, Cantonese, Mandarin, Vietnamese, and Tagalog.
State of California Infrastructure and Economic Development Bank (IBank) • Governor Gavin Newsom announced on April 2, 2020 that the state is allocating $50 million to the California Infrastructure and Economic Development Bank for loan guarantees to small businesses to help eliminate barriers to capital for individuals who do not qualify for federal funds, including low wealth and undocumented immigrant communities. • IBank’s Small Business Finance Center offers loan guarantee programs for businesses impacted by disasters for up to $1 million for 7 years and also for low-wealth entrepreneurs in declared disaster and emergency areas for up to $10,000 for as many as 5 years. Applications and additional information are available through Financial Development Corporations partners.
Silicon Valley Strong – Later this month eligible small businesses will be able to apply for grants with preference given to those retaining employees, supporting sick leave payment obligation and other community-supporting activities.
BOS Funders • Kiva – Small loans (now up to $15,000) at 0% interest are now available through this non-profit lending group for existing and startup companies. Borrowers with strong connections with their clients (e.g., social media followers) are most likely to qualify. Open to non-profits as well. Collateral is not required and there is a 6-month grace period on repayment. • Pacific Community Ventures – Companies and non-profits who have been in business for at least a year, have employees, and were profitable before the pandemic may qualify for loans of as much as $200,000 for 1 to 5 years with an interest rate between 7 and 13%. Ongoing advising assistance is provided. Applicants may provide ITIN rather than social security numbers. Collateral and fees are required but PCV stresses their flexibility. • Opportunity Fund – Up to $250,000 can be borrowed by established businesses including nonprofits for 1 to 5 years at competitive interest rates with no fees. The Opportunity Fund is also part of the Silicon Valley Strong campaign. Applicants may provide ITIN rather than social security numbers. Assistance is available in English and Spanish. Spanish Link: (https://www.opportunityfund.org/es/get-a-loan/) • Working Solutions – Loans are available through Working Solutions for up to $50,000 for 3 to 5 years at between 9 and 11% interest rates. Additional fees do apply but collateral is not required and applicants do not need a social security number. The organization is focused on establishing on-going relationships with their borrowers and providing them with business advising
1 million borrows have applied and processed
7a borrower need not be unable to obtain credit elsewhere
other exclusions: financial businesses, owned by non US citizens, private clubs, gambling life insurance or speculation
The CARES Act defines payroll costs for sole proprietors and independent contractors as:
The sum of payments of any compensation to or income of a sole proprietor or independent contractor that is a wage, commission, income, net earnings from self-employment, or similar compensation and that is in an amount that is not more than $100,000 in 1 year, as prorated for the covered period.
The nature of the income that applies to the PPP must be subject to either the payroll tax or self-employment tax. Sole proprietors report their business income and expenses on Schedule C of their individual income tax return, Form 1040. The net earnings from Schedule C, which is found on line 31 of Schedule C, is subject to self-employment tax. Independent contractors can either report their income on Schedule C or as Other Income on Schedule 1, line 8. As long as the Other Income is subject to self-employment tax, it applies to the PPP calculation.
some businesses with more than 500 employees will qualify - accommodation and food services
7a borrower need not be unable to obtain credit elsewhere
other exclusions: financial businesses, owned by non US citizens, private clubs, gambling life insurance or speculation
The CARES Act defines payroll costs for sole proprietors and independent contractors as:
The sum of payments of any compensation to or income of a sole proprietor or independent contractor that is a wage, commission, income, net earnings from self-employment, or similar compensation and that is in an amount that is not more than $100,000 in 1 year, as prorated for the covered period.
The nature of the income that applies to the PPP must be subject to either the payroll tax or self-employment tax. Sole proprietors report their business income and expenses on Schedule C of their individual income tax return, Form 1040. The net earnings from Schedule C, which is found on line 31 of Schedule C, is subject to self-employment tax. Independent contractors can either report their income on Schedule C or as Other Income on Schedule 1, line 8. As long as the Other Income is subject to self-employment tax, it applies to the PPP calculation.
some businesses with more than 500 employees will qualify - accommodation and food services
7a borrower need not be unable to obtain credit elsewhere
other exclusions: financial businesses, owned by non US citizens, private clubs, gambling life insurance or speculation
The CARES Act defines payroll costs for sole proprietors and independent contractors as:
The sum of payments of any compensation to or income of a sole proprietor or independent contractor that is a wage, commission, income, net earnings from self-employment, or similar compensation and that is in an amount that is not more than $100,000 in 1 year, as prorated for the covered period.
The nature of the income that applies to the PPP must be subject to either the payroll tax or self-employment tax. Sole proprietors report their business income and expenses on Schedule C of their individual income tax return, Form 1040. The net earnings from Schedule C, which is found on line 31 of Schedule C, is subject to self-employment tax. Independent contractors can either report their income on Schedule C or as Other Income on Schedule 1, line 8. As long as the Other Income is subject to self-employment tax, it applies to the PPP calculation.
SBA Standard Operating Procedure 50 10 The list of Passive Businesses include several descriptions that should concern the real estate industry.
a. Passive businesses owned by developers and landlords that do not actively use or occupy the assets acquired or improved with the loan proceeds are not eligible.
b. Businesses primarily engaged in subdividing real property into lots and developing it for resale on its own account are not eligible.
c. Businesses that are primarily engaged in owning or purchasing real estate and leasing it for any purpose are not eligible. For example, shopping centers, salon suites, and similar business models that generate income by renting space to accommodate independent businesses that provide services directly to the public are not eligible.
d. Businesses that lease land for the installation of a cell phone tower, solar panels, billboards, or wind turbine also are not eligible. However, the business operating the cell phone tower, solar panel, billboard, or wind turbine is eligible.
e. Businesses that have entered into a management agreement with a third party that gives the management company sole discretion to manage the operations of the business, including control over the employees, the finances and the bank accounts of the business, with no involvement by the owner(s) of the Applicant business, are not eligible.
f. Apartment buildings and mobile home parks are not eligible.
g. Residential facilities that do not provide healthcare and/or medical services are not eligible.
12 month look back from the date the loan is applied for. However, several releases from the SBA, included the loan application form, suggest that the 2019 calendar year is the appropriate testing period
Partners: guaranteed payments are not comp. but partners might be able to take a PPP loan https://www.berdonllp.com/sba-issued-an-interim-final-rule-ifr-relating-to-the-paycheck-protection-program-ppp/
Payroll costs for 2.5 times payroll rule: for business entities, compensation. Excludes: 1099 payments, non US employee comp, comp in excess of $100,000, payroll taxes, sick and family leave for which a credit is allowedIndep contractors are not employees
Forgiveness for payroll, rent, mtge interest and utilities but 75% must be used for payroll
75% equals 8 weeks of payroll (8 weeks/ 2.5 times monthly payroll)
You have until June 30, 2020 to restore your full-time employment and salary levels for any changes made between February 15, 2020 and April 26, 2020.
The amount of the PPP loan actually forgiven by the SBA will be reduced by both of the following:
Multiplying the Expected Forgiveness Amount by the average number of full-time equivalent employees per month the recipient employed during the covered period divided by the average number of full-time equivalent employees per month that the company had either:
From February 15, 2019, through June 30, 2019, or
From January 1, 2020, through February 29, 2020.2
The amount of any reduction in the total salary or wages of any employee during the covered period that was in excess of 25% of the employee’s salary or wages during the most recent full quarter prior to the covered period.
You have until June 30, 2020 to restore your full-time employment and salary levels for any changes made between February 15, 2020 and April 26, 2020.
The amount of the PPP loan actually forgiven by the SBA will be reduced by both of the following:
Multiplying the Expected Forgiveness Amount by the average number of full-time equivalent employees per month the recipient employed during the covered period divided by the average number of full-time equivalent employees per month that the company had either:
From February 15, 2019, through June 30, 2019, or
From January 1, 2020, through February 29, 2020.2
The amount of any reduction in the total salary or wages of any employee during the covered period that was in excess of 25% of the employee’s salary or wages during the most recent full quarter prior to the covered period.
You have until June 30, 2020 to restore your full-time employment and salary levels for any changes made between February 15, 2020 and April 26, 2020.
Only one loan allowed
Must be made before June 30, 2020
First come first served
6 months to start paying, but interest accrues during this 6 months
High lender fees (5% to 1%) and high spread (100 vs 23 basis points on Treasury two year note)
no credit elsewhere
100% guarantee, no collateral, no guarantees, 1%, borrower certifications
Agent fees paid by the lender, not the borrower or from PPP proceeds
If PPP proceeds used for unauthorized use, they must be repaid. If knowingly misused, may be fraud charges (including owners or partners)
Certifications: criminal penalties up to 30 years, and fines up to $1,000,000
Documentation: need tax documents for lenders, no verification required for forgiveness
Affiliation rule: majority or minority with blocking of operational decisions
Veto day-to-day operational (as distinguished from extraordinary) decisions of the company, including encumbering or selling assets (short of all or substantially all assets), amending or terminating lease agreements, purchasing equipment, officer or employee compensation decisions, hiring and firing officers and executives, incurring debt, paying distributions or dividends, bringing or defending a lawsuit, approving or changing the budget, changes in strategic direction (aside from entering into a substantially different line of business), or establishing or amending an incentive or employee stock ownership plan.
Must be created in the US or have substantial operations in the US
Also conflict of interest requirements
Emergency Paid Sick Leave Act (EPSLA)
EPSLA generally requires certain employers to provide up to 80 hours of sick leave wages to employees for qualifying purposes. A qualifying purpose is:
the employee is under a Federal, State, or local quarantine or isolation order related to COVID-19;
the employee has been advised by a health care provider to self-quarantine due to concerns related to COVID-19;
the employee is experiencing symptoms of COVID-19 and seeking a medical diagnosis;
the employee is caring for an individual who is subject to a Federal, State, or local quarantine or isolation order related to COVID-19, or has been advised by a health care provider to self-quarantine due to concerns related to COVID-19;
the employee is caring for the child of such employee if the school or place of care of the child has been closed, or the child care provider of such child is unavailable, due to COVID–19 precautions;
the employee is experiencing any other substantially similar condition specified by the U.S. Department of Health and Human Services.
The amount of qualified sick leave wages paid under the EPSLA are capped at $511 per day, or up to $5,111 in the aggregate ($200 per day, or up to $2,000 in the aggregate, if the leave is for caring for a child or family member), for each employee.
Emergency Family and Medical Leave Expansion Act (FMLA Expansion)
FMLA Expansion generally requires certain employers to provide up to 12 weeks of qualified family leave wages to employees for qualifying purposes, though the first two weeks may be unpaid.
The amount of qualified family leave wages paid under FMLA Expansion are capped at $200 per day for each individual, up to $10,000 in the aggregate for each employee. For purposes of these acts, the wages must be paid between April 1, 2020 and December 31, 2020.
A small business may claim this exemption if an authorized officer of the business has determined that:
The provision of paid sick leave or expanded family and medical leave would result in the small business’s expenses and financial obligations exceeding available business revenues and cause the small business to cease operating at a minimal capacity;
The absence of the employee or employees requesting paid sick leave or expanded family and medical leave would entail a substantial risk to the financial health or operational capabilities of the small business because of their specialized skills, knowledge of the business, or responsibilities; or
There are not sufficient workers who are able, willing, and qualified, and who will be available at the time and place needed, to perform the labor or services provided by the employee or employees requesting paid sick leave or expanded family and medical leave, and these labor or services are needed for the small business to operate at a minimal capacity.
Qualifying employers must fall into one of two categories:
1. The employer’s business is fully or partially suspended by government order due to COVID-19 during the calendar quarter.
2. The employer’s gross receipts are below 50% of the comparable quarter in 2019. Once the employer’s gross receipts go above 80% of a comparable quarter in 2019, they no longer qualify after the end of that quarter.
These measures are calculated each calendar quarter. The amount of the credit is 50% of qualifying wages paid up to $10,000 in total. Wages paid after March 12, 2020, and before Jan. 1, 2021, are eligible for the credit
Impact of other credit and relief provisions
An eligible employer's ability to claim the Employee Retention Credit is impacted by other credit and relief provisions as follows:
If an employer receives a Small Business Interruption Loan under the Paycheck Protection Program, authorized under the CARES Act, then the employer is not eligible for the Employee Retention Credit.
Wages for this credit do not include wages for which the employer received a tax credit for paid sick and family leave under the Families First Coronavirus Response Act.
Wages counted for this credit can't be counted for the credit for paid family and medical leave under section 45S of the Internal Revenue Code.
Employees are not counted for this credit if the employer is allowed a Work Opportunity Tax Credit under section 51 of the Internal Revenue Code for the employee.
$300 above the line charitable contribution
NOLs carried back used at a higher rate
unclear which repayments may be delayed and when loan repayments must be restarted. Additionally, it is unclear whether (a) all repayments for loans suspended during the nine-month period may be delayed for one year, or (b) whether only payments due during the nine-month period may be delayed.