Recent Business Articles

Articles relating to our Business Practice. We have substantial experience in business transactions, contracts, and corporate finance matters.

SEC Urged to Make it Easier for Small Companies to Use “Finders” to Raise Capital

Small businesses seeking to raise capital in private offerings using “finders”, and firms brokering M&A deals involving private companies have faced the risk that transactions could be unwound (“rescinded”1), sometimes years later, because of the involvement of “unregistered brokers” in the transactions. Finders In a September 23, 2015 letter2 to the SEC, its Advisory Committee… Read more »

FAST Act Expedites Capital Raising by Small Caps

New legislation, the “FAST Act”1, signed into law by President Obama on December 4, 2015 takes several steps in the right direction toward simplifying capital raising by small companies, easing the transfer of restricted securities among investors and increasing the liquidity of private companies’ securities. The SEC adopted rules implementing FAST Act Provisions on January… Read more »

Software Copyright Owners, Make Your License Agreements, Exclusive Distribution Rights Explicit, and Keep Copies!

When a person accused of infringing a software copyright raises a “first sale defense” (which allows the lawful owner of copies of copyrighted material to sell the copies without the copyright owner’s permission (17 U.S.C. § 109(a)) and produces sales invoices, then to defeat the defense the copyright owner must produce the specific license agreement under… Read more »

New California CFRA Provisions Increase Franchisee Protections, Franchisor Risk

In response to perceived overreaching and abuse by franchisors, the California legislature amended the Franchise Relations Act (CFRA) strengthen franchisees’ rights regarding terminations, non-renewals, and franchise transfers. The changes are effective January 1, 2016. Termination Rights Franchisors retain the right to terminate franchisees without providing a right to “cure”, for reasons such as the abandonment… Read more »

Franchisors Risk Liability as “Joint Employer” Under NLRB Decision

Browning-Ferris Industries of California, Inc. 362 NLRB No. 186 (Aug. 27, 2015) As one commentator noted, the most important franchise case of 2015, Browning Ferris,” isn’t a franchise case”.  By a 3-2 vote, the U.S. National Labor Relations Board (NLRB) overturned 30 years’ of precedent in adopting a new, broader, more lax definition of “joint employer”. According to… Read more »