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Legal Articles

Federal Cannabis Legislation Updates – October 2022

Posted by Ryan M. Newburn | Nov 01, 2022 | 0 Comments

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.

Important Terms to include in Commercial Leases

Posted by Ryan M. Newburn | Oct 25, 2022 | 0 Comments

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.

Status of the MORE Act and the CME Act

Posted by Ryan M. Newburn | Oct 18, 2022 | 0 Comments

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.

Carbon Credits and the P&A of Inactive, Temporarily Abandoned or Shut-In Wells

Posted by Ryan M. Newburn | Oct 11, 2022 | 0 Comments

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.

Legislators' Views on Blockchain Technology and Energy Consumption

Posted by Ryan M. Newburn | Oct 04, 2022 | 0 Comments

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.

Federal IP Due Diligence

Posted by Ryan M. Newburn | Sep 20, 2022 | 0 Comments

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.

Charitable Sales Promotions - What They Are and Best Practices

Posted by Ryan M. Newburn | Sep 13, 2022 | 0 Comments

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.

Best Practices When Preparing UCC Filings

Posted by Ryan M. Newburn | Sep 06, 2022 | 0 Comments

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.

Partnership Agreements: What You Need to Know

Posted by Ryan M. Newburn | Aug 30, 2022 | 0 Comments

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.

How To Sell a Small Business in Colorado

Posted by Ryan M. Newburn | Aug 23, 2022 | 0 Comments

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.

Pros and Cons of Mediation vs. Arbitration vs. Litigation

Posted by Ryan M. Newburn | Aug 16, 2022 | 0 Comments

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.

Cannabis Contract Basics

Posted by Ryan M. Newburn | Aug 09, 2022 | 0 Comments

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.

IP Allocation and Assignment in Transactions

Posted by Ryan M. Newburn | Aug 02, 2022 | 0 Comments

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.

Structuring M&A Deals Around Tax Implications

Posted by Ryan M. Newburn | Jul 26, 2022 | 0 Comments

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.

Recourse Debt vs. Non-Recourse Debt

Posted by Ryan M. Newburn | Jul 19, 2022 | 0 Comments

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.

The Art of the Leveraged Buyout

Posted by Ryan M. Newburn | Jul 12, 2022 | 0 Comments

A leveraged buyout (LBO) is when one company buys another company using mostly borrowed money. The buyer puts up the company being bought as collateral for the loan, and the purchased company assumes the debt on the loan. If the newly acquired company cannot pay back the debt, the lender can then take over the company and sell its assets to satisfy the debt. Leveraged buyouts are common for companies during acquisitions. If another company is acquiring your company or if you are planning on purchasing a company through a leveraged buyout, it is crucial that you understand the dos and don'ts of a leveraged buyout. Our team of experienced corporate lawyers here at Newburn Law can help you every step of the way.

Drafting Non-Compete and Non-Solicitation Clauses Courts Won’t Reject

Posted by Ryan M. Newburn | Jun 29, 2022 | 0 Comments

When an employee works for a business, the employee often gains access to the business’s valuable proprietary property or trade secrets, such as pricing or customer lists. These trade secrets are often extremely valuable, which companies should seek to protect. Businesses must understand how to properly and effectively protect their proprietary information and trade secrets. One way to do this is to include non-compete and non-solicitation clauses in employment agreements. However, many states deem non-compete and non-solicitation clauses unenforceable unless they meet specific requirements. This article discusses both clauses and how to effectively draft both kinds of clauses to ensure a company's proprietary information is properly protected.

Pore Space Ownership and Use in the Carbon Capture Industry

Posted by Ryan M. Newburn | Jun 22, 2022 | 0 Comments

Several states have now enacted laws allowing private companies to implement CCS on private property, which has raised various legal issues, including who owns the pore space below land. States that have enacted CCS laws, including Montana, North Dakota, Oklahoma, and Wyoming are now at the forefront of CCS litigation. This article explains pore space ownership and its use in the carbon capture industry.

Securities Implications with Soliciting Investors

Posted by Ryan M. Newburn | Jun 15, 2022 | 0 Comments

Under the country’s securities laws, the default rule is that every security that is issued must be registered with the SEC, unless the security is exempted from regulation. Going through the formal SEC registration process is expensive and time-consuming. Most private companies in the United States therefore choose not to go through the formal SEC registration process. Instead, they raise capital through what’s known as an exemption. The various exemptions are set forth in what’s referred to as Regulation D. Regulation D is known as a “safe harbor” that allows companies to issue securities and raise capital without registering the securities under the Securities Act of 1933. These exemptions may seem confusing at first. It is vital that you understand the exemptions and have any of your questions answered by experienced securities lawyers. Our legal team her at Newburn Law has years of experience guiding our clients. Contact us today to learn how our securities lawyers can help you.

S-Corp Versus C-Corp – Pros and Cons

Posted by Ryan M. Newburn | Jun 08, 2022 | 0 Comments

This article will explain the basic differences between an S-Corp and a C-Corp and the pros and cons of each type of corporate structure. While S-Corps and C-Corps are very similar, there are some important differences, particularly when it comes to taxation.

Trademark Infringement in the Cannabis Industry: Wm. Wrigley Jr. Company v. Terphogz, LLC

Posted by Ryan M. Newburn | May 25, 2022 | 0 Comments

Before we get into the nitty gritty details of the Wrigley case, let’s do a quick refresher on what a trademark is and why they are economically important. A trademark is a phrase, symbol, insignia, word, or specific attribute of a product that differentiates itself from others available in the market. A trademark signals to prospective consumers that a certain company owns a specific product. For instance, a logo of a white apple or a red M makes an immediate impression on the consumer that the companies Apple or McDonalds own the product or service being offered. Trademark owners will usually register their trademark to prevent bad actors from unfairly using their trademark and appropriating associating goodwill it signals to consumers to drive up sales.

Assistance and Credit for Solar Panels and Zero Emission Vehicles in Colorado

Posted by Ryan M. Newburn | May 18, 2022 | 0 Comments

Climate change has hit Colorado particularly hard in recent years, as evidenced by severe droughts, record heat, and several massive wildfires. Colorado has taken bold and aggressive initiatives towards lowering greenhouse gas emissions and incentivizing residents and businesses to become more energy efficient. The state has done this, in part, by offering incentives for installing solar energy and tax credits for certain electric vehicles. If you’re thinking about how you can become more energy efficient and perhaps save money along the way, it may be helpful to contact a professional who understands Colorado’s tax credits and incentives for becoming more energy efficient in your home or business. This article will explain some of the incentives Colorado currently offers to residents for going “green.” And if you want to learn more, contact the experienced attorneys at Newburn Law today to hear about how taking some of these green measures is a sound financial idea.

When Can an LLC be Dissolved?

Posted by Ryan M. Newburn | May 11, 2022 | 0 Comments

Any individual involved in a business may have come across the notion of dissolving before. It is crucial to understand: • What a dissolution is • When an entity can be dissolved • How to dissolve a business, and • Whether a dissolution is the right option for you. Our business attorneys here at Newburn Law, PC have years of experience helping our clients understand each of these elements of a dissolution. If you have any questions, it is imperative that you speak with an experienced lawyer to understand your options and whether a dissolution is right for you.

IRS Form 990: Maintaining Compliance

Posted by Ryan M. Newburn | Apr 27, 2022 | 0 Comments

IRS Form 990 is a tax form for informational purposes that most tax-exempt organizations must file annually. Generally, the form gives the IRS a breakdown of the organization's activities, governance, and detailed financial information. Form 990 also includes a section that allows organizations to provide a narrative explaining their accomplishments in the previous year to convince the IRS that its tax-exempt status should be maintained. The IRS collects this information to ensure that organizations continue to qualify for tax exemptions after the tax-exempt status has been granted. This article lays out who needs to submit IRS Form 990, the requirements of IRS Form 990, and how to maintain compliance.

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