Legal Articles

So you're ready to start a business. Which entity type is right for your goals? Many types of business entities depend on how many partners hold equity, what kind of tax protections are important, and how long the business venture is intended to last. This article will discuss several entity types, the filings required with the state, and their internal operating documents. Please note that there are additional, more complex entities that this article does not discuss but still stand as options for incorporation. Further, each state's definitions and specifications differ for properly forming business entities. Therefore, be sure to check your state's requirements.

On September 18th, 2022, California passed S.B. 1326, which provided some major implications for the future of interstate cannabis agreements. Additionally, the California Department of Cannabis Control has pushed the Attorney General to allow the interstate transfer of cannabis and cannabis products. This article will explain the law and important future policy changes to look out for.

On October 13, 2022, the U.S. Department of Labor published a Notice of Proposed Rulemaking (NPRM) in the Federal Register to revise their guidelines on the distinction between an employee and an independent contractor under the Fair Labor Standards Act (FLSA). The proposal would replace a rule promulgated in 2021, the Independent Contractor Status Under the Fair Labor Standards Act, by creating an analysis for determining whether someone is an independent contractor or an employee. The proposal aims to reduce the risk that employees get classified as independent contractors in the future. This article will explain the proposed rule, how it would change the analysis, and compare it to other methods of distinguishing between an employee and an independent contractor.

Lately, labor laws on injunctive relief clauses and non-compete provisions have been under scrutiny by the Supreme Court of the United States and the Federal Trade Commission (FTC). The Supreme Court is hearing cases on labor laws that include contracts with injunctive relief provisions. Moreover, the FTC recently proposed a ban on non-compete provisions that, if passed, would have significant implications for employers and businesses. This article will explain the possible changes and help your business prepare if there are substantial revisions to labor laws.

Not receiving payments for services or goods provided may severely impact your cash flow and overall business. In some situations, legal action may be required. However, before you get lawyers involved, there are many steps you can take to recover your business debts.

Climate change is a term that most of us have heard by now in some form or another. Whether from the news, social media, or in casual conversation out in the real world, we may have heard it being used in a negative context, or perhaps even in a contentious or controversial one, as it relates to "politics" or personal beliefs.

Disputes can arise between business partners, providers, customers, or employees. You can avoid future complications by providing a means of conflict resolution in your contracts. Many businesses in the cannabis industry should consider Alternative Dispute Resolution Provisions in their contracts. If you own a cannabis business, contact our experienced cannabis attorneys to learn what dispute resolution provisions work best for your company.

Cryptocurrency has continued to emerge as a novel form of conducting transactions. According to data from the Pew Research Center, 16% of adults have personally invested, traded, or used cryptocurrency. Consequently, as its popularity has grown worldwide, businesses may now opt to take advantage of the crypto exchange to accept payment. However, like any new business practice, there are important practical and legal considerations you should understand before implementation. This article will explain the advantages and disadvantages, and any other considerations, of accepting cryptocurrency as payment for your business. If you have any questions about whether your business can or should accept cryptocurrency payments, contact our experienced business lawyers today.

In 2019 the state of Colorado passed Senate Bill 19-181 ("SB-181") to “Protect Public Welfare Oil and Gas Operations.” SB-181 both created new regulatory authority and amended the "Oil and Gas Conservation Act" rules to protect public safety, health, welfare, and the environment. The bill has made the oil industry in Colorado more restrictive and granted local governments more authority to promulgate rules regarding drilling and infrastructure.

Since the launch of Bitcoin in 2009, the cryptocurrency market has emerged as a trillion-dollar industry around the globe. People exchange coins like Bitcoin, Ethereum, and Dogecoin on various markets, raising questions about whether these coins and tokens are securities. Cryptocurrency emerged as a novel attempt to replace fiat currency as a means of exchange and a store of value, but it has long since grown.

President Biden's announcement in October 2022 on steps to make changes to the federal treatment of marijuana came as a sort of surprise for most Americans. Many people wonder what this announcement means, how big of an impact it has, and what other things are being done to change the cannabis and legal landscape in this area. This article will address some of those topics, dive into federal cannabis legislation, and discuss how these can affect the legal cannabis industry. Many Americans are unaware that there has been extensive movement on both the Democratic and Republican sides for cannabis-related legislation in recent years.

Commercial leasing can be very lucrative and rewarding, but the lease contracts themselves can be complex and require careful construction and review. Whether you are an individual landlord or an organization leasing a commercial space, it is important to understand the terms of your commercial lease. This article will discuss the different types of commercial leases and address some of the ins and outs of what they can and should include. An experienced commercial transactions attorney can help you understand your commercial lease agreement or help draft an agreement that works best for you or your business.

In March 2022, the Senate passed the CMRE Act, the Cannabidiol and Marijuana Research Expansion Act) while also scheduling the MORE Act, the Marijuana Opportunity and Expungement Act. These acts are crucial pieces of legislation for the cannabis industry. This article explores these acts and how they will impact cannabis businesses and individuals. If you have any questions regarding these acts, contact our experienced cannabis lawyers today.

The government gives carbon credit permits to companies to emit carbon and certain other greenhouse gases. The carbon credit tax credit program is designed to incentivize the reduction of greenhouse emissions by companies that emit carbon and other pollutants. Essentially, a company can purchase a carbon tax credit, also known as a carbon offset, to offset their carbon dioxide emissions produced by industrial production (manufacturing), travel and/or delivery of goods.

Industries and sectors across the board are beginning to use blockchain technology. Specifically, people are using blockchain technology to record information on a digital lender maintained by a network of computers, making it difficult to alter or hack. This technology provides a secure way for individuals to deal with one another without having an intermediary, such as the government, bank, or third party. While companies are using blockchain technologies to track low-carbon energy, the amount of energy the technology currently uses has led to criticism by climate change activists. A major drawback of using blockchain technology is the energy required to execute a transaction or validate a new block on the chain.

Due diligence is the legal process buyers and sellers undergo to correctly identify, investigate, and evaluate a target company's assets, liabilities and business opportunities and risks. A key asset that parties must consider before a merger or acquisition is intellectual property. Specifically, buyers and sellers must comply with all federal laws that apply to intellectual property transactions. The process can be time-consuming. However, effective due federal IP due diligence can allow buyers and sellers to identify and resolve risks before closing a transaction.

As the demand for charitable services increases, and with the surge of donations seen in 2020 and 2021, charities need to get creative with the ways they fundraise. Fundraising is a crucial part of charities’ ability to function. One potentially successful way to increase funding is through charitable sales promotions. This is when non-profits partner with for-profit businesses and use the power of brand recognition to bolster donations and revenue for both companies. If you are a charity or a for-profit organization interested in charitable sales promotions, you must understand how they work and what federal and state laws apply. This article describes what charitable sales promotions are, their benefits, what contracts should include, and tax requirements. You should always consult with an experienced contract lawyer when engaging in sales promotions to ensure you meet all legal requirements. Our team of experienced non-profit lawyers can help answer any questions you may have.

The Uniform Commercial Code (UCC) is a set of laws governing commercial transactions, like the sale of goods. In addition to commercial transactions, the UCC covers secured transactions, also called security interests, in which lenders hold the right to seize a borrower’s collateral should the borrower default on a loan. The UCC also addresses negotiable instruments. Negotiable instruments refer to a specific document, such as a check, that is used to guarantee payment by a set date. If you deal with any type of commercial transaction, you should know which UCC filings apply to you and the best practices for filing UCC forms.

Business partners should always enter a partnership or similar operating agreement when entering a business partnership. This type of agreement allows each partner to understand its role, responsibilities, and protections to ensure a successful partnership. This article describes what a partnership agreement is, who needs one, and tips for creating a strong agreement to set up a successful venture. If you have any questions, you should always consult with knowledgeable business lawyers to avoid legal issues in the long run. Our legal team of experienced business lawyers has years of experience advising our clients and drafting partnership agreements to achieve both partners' goals.

If you are considering selling your small business in Colorado, there are many steps to consider to market your business most effectively. From valuing your business to finding a buyer, small businesses interested in selling should do their research and prepare. This article will help you think about the different steps involved in selling including: When to Sell How to Value Your Business Finding a Buyer How Long It Takes to Sell a Business Seller Financing Legal Steps You should always consult an experienced business lawyer before embarking on the sales journey to understand exactly what you need to do. Our lawyers here at Newburn Law have years of experience helping our small business owner clients evaluate and sell their businesses.

Disputes arise for many reasons and in many areas of life; unfortunately, they are becoming increasingly common for businesses. When people enter into a contract, there are alternative ways to resolve these disputes other than going to court. These non-court options fall under the umbrella of Alternative Dispute Resolution and can encompass multiple activities.  This article will discuss a few of the most common alternative ways to resolve disputes and how to include them in a contract. Dispute resolution clauses play a crucial role in amicably resolving disputes, saving both parties the time and cost of going to court. If you have questions about what the best type of dispute resolution clause is for you, contact our attorneys at Newburn Law today to understand each clause.

As the cannabis industry continues to grow in the United States and globally, those in the industry must have strong contracts prepared. Whether a cultivator, manufacturer, or dispensary owner, cannabis businesses must operate with adequate legal protection. Though some states are legalizing the production of cannabis, this is not yet true at the federal level. Because the cannabis industry is not federally legal, some judges may disregard your contract to operate a cannabis business. However, a contract is better than not having anything and can offer some protection depending on the jurisdiction.

Intellectual property assets and portfolios can be a driving force in merger and acquisition transactions. These assets hold fundamental value in a company and can add significant value. A company that is looking to merge with another company, acquire another company, or is being acquired, often assesses the targeted company's IP to inform their decision on how to move forward in the transaction. It is important to have these IP assets broken down and assessed so that the target company is maximizing its sale or purchase price. Because all companies possess some IP assets, all merger and acquisition transactions will involve IP analysis in a thorough M&A review.

Mergers and Acquisitions (M&As) refers to the process where two companies join to become a single company. Companies with large sums of capital often consider M&As a growth strategy and a means of adding value and cash flows. However, certain M&As can result in significant federal and state tax liabilities for both target and acquiring companies. Tax planning is, therefore, a vital part of structuring an M&A deal. This article explains the tax implications when structuring M&A deals.

When taking out loans, there are two types of debts: recourse and non-recourse. Recourse debt holds the borrower personally liable, and all other debt is considered non-recourse. It seems simple enough, but the average borrower might not have heard of the two different types, let alone which type of debt they may have.  These types of debts can be applied to: Loans Mortgages Credit Cards Any other types of debt It is important that you understand what kind of debt you have, as that will help you understand your obligations and what could happen in different situations. This article discusses both types of debts, subtypes, similarities, differences, and how each kind of debt works.  If you are unsure which type of debt is better for your situation, it is important to consult an experienced finance lawyer. Our legal team here at Newburn Law can help you understand what works best for you.