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Our business blog focuses on issues affecting Virginia, D.C. and Maryland business owners as well as those in other jurisdictions throughout the country. We provide timely insight and commentary on federal and state rules and how they affect you. If you are interested in having us cover a specific topic, please let us know.

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October 29, 2019
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Tags LLC

Limited liability companies are entities chartered by the states, that are governed by a contract – typically called an Operating Agreement – among the owners. As a result, the owners/members of the LLC have great flexibility in creating the entity exactly like they want (purple unicorns!), but this can also result in important governance provisions to be forgotten.  

September 18, 2019
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Letter of Intent, Term Sheet, Indication of Interest, and LOI – what do these all mean? These are actually different terms for fundamentally the same thing: a document that describes the terms of a future transaction. Each has a different style and has specific terms about the proposed transaction, and each can be helpful to document the future transaction.

August 5, 2019
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Topics Vlog
Tags Equity

Raighne Delaney concludes his series on Equity. In part three, he shares insights into what equity will not do.

 

July 26, 2019
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Topics Vlog
Tags Equity

Raighne Delaney continues his series on Equity. In part two, he shares insights into the substance of equity - what equity can do.

July 18, 2019
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Topics Vlog
Tags Equity

Raighne Delaney shares his insights into "What is Equity" - it's history, procedure within the law, and who it applies to.

We have now received our second round of regulations interpreting Section 1400z-2, also known as the investment in Opportunity Zones section of the Internal Revenue Code. In our previous posts, we have provided background and tracked important developments with the program. Now and in future posts, we will highlight finer points that stakeholders should be aware of when considering the program.

June 6, 2019
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Joe Meadows, Kurtis Minder and Nikolay Danev
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Topics Litigation

Security systems have evolved quite a bit since the first locks and keys dating back to 4000 BC. These days it’s keycards, secret passwords, fingerprint logins, and two-factor authentication.

Enter facial recognition as the latest, cutting-edge technology in the security game. Like fingerprint logins, facial recognition can be used to access electronic security systems.

Back in July, we provided our five takeaways from the California Supreme Court’s decision in Hassell v. Bird that Section 230 of the Communications Decency Act of 1996 (“Section 230”), which confers defamation immunity upon internet sites that “publish” content of another, protected Yelp from a take-down order directing it to remove defamatory content. After the decision, Hassell asked the nation’s highest Court to hear the case. Yesterday, the U.S. Supreme Court declined to do so, leaving lower courts free to determine the scope of Section 230 immunity in connection with take-down orders.

Some of the highlights of the first round of proposed regulations released on October 19, 2018 in conjunction with Revenue Ruling 2018-29 are as follows:

  • Capital Gains: The regulations take the position that only capital gains for federal income tax purposes are eligible to be invested in a Qualified Opportunity Fund (QOF). Thus, gains such as depreciation recapture are not eligible, while certain Section 1231 gains are likely to be eligible.
  • Retention of Rate: Capital gains invested in a QOF will retain the rate at which the gains were to be taxed if not for an investment in a QOF. This means that when the deferral of the initial tax on gains ends (earlier of sale out of a QOF or December 31, 2026), the rate of tax on the gains will be the same at deferral, i.e. short-term capital gains invested in a QOF will eventually be subject to the short term capital gain rate when deferral ends.

Negative online reviews, social media trolls, defamation claims, non-disparagement agreements - these topics and other legal and PR related concerns were discussed at our first Internet Defamation briefing.