Legal Articles

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.

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.

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.

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.

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.

This article dives into the history of the legislation that has been passed to allow businesses to operate, which licenses you need, and how to go about obtaining each license.

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.

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.

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 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.

A crucial component of owning and operating a cannabis business is understanding the state and federal regulatory guidelines that you must follow. In particular, people in the cannabis industry must be aware of Section 280E of the Internal Revenue Code in order to maintain compliance and maximize the after-tax profitability of their business. Our team of knowledgeable cannabis attorneys can help you understand how this Section affects you and how to stay compliant. Contact us today so that we can answer any questions you might have.

While the acquiring company and its target have their cybersecurity infrastructure in place going into the deal, the two will likely have to be integrated to complete the merger. Two networks coming together can easily create gaps in the firm’s security infrastructure. If left unnoticed, these gaps could create vulnerabilities hackers can exploit. Our legal team here at Newburn Law has years of experience helping our clients in M&A transactions ensure that they engage in best practices. Contact us today to ensure your cybersecurity and privacy practices protect your company!

Drafting a strong confidentiality agreement is crucial for any business or individual that has information of value. An experienced business lawyer can help ensure that your confidentiality agreement, or any confidentiality agreement that you sign, is protecting your rights.

Established in Delaware in 1996, Series LLCs allow an entity to designate a series of owners, managers, or assets and liabilities legally separate from each other and the entity generally. The rights and obligations of members and managers may then vary from Series to Series. Each established Series operates as a separate entity with a unique name, bank account, and separate books and records. We have extensive experience guiding our clients when creating a Series LLC. Contact us today to determiner if a Series LLC is a good strategy for you.

The Climate and Equitable Jobs Act, or SB 2408, is Illinois' ambitious state-level energy legislation signed into law by Governor J.B. Pritzker on September 15, 2021. Generally speaking, the law is a set of reforms and policies aimed to ensure Illinois can transition to a carbon-free energy sector. The main motivation behind this legislation are the significantly emerging problems related to human consumption of energy sources that contribute to climate change.

The past decade has ushered in a new era of transacting business virtually on decentralized networks known as blockchains. Blockchains started as the underpinning of virtual currencies, most notably Bitcoin, and have evolved to serve other purposes, such as allowing for the execution of smart contracts. Understanding smart contracts and the enhanced utility they offer is critical for succeeding in different industries in the ever-evolving business marketplace that is steadily moving towards decentralized, virtual networks.

Determining which corporate structure is best for your cannabis business is completely dependent on your specific circumstances. There is not one corporate structure for a cannabis business that works better than others. The perfect entity choice for one company could be terrible for another operation. Therefore, the best corporate structure will depend on each business owner's specific needs, financial position, and business goals. This article dives into the types of entity types available, the pros and cons of each type, and the tax implications. If you have any questions about which corporate structure is right for you, our experienced cannabis lawyers can help you understand the legal ramifications of choosing an entity. Contact us today to understand your options.

Starting a business is exciting. Often, it can be an opportunity to turn your passion into a career. Along with the thrill of creating a startup, there are responsibilities that may be daunting, especially those that are financial in nature. Here are some tips for fiscally wary entrepreneurs on managing these essential tasks, presented by Newburn Law.

When business owners form corporate vehicles like LLCs, the common belief is their personal assets are protected from the company's creditors. This true except in cases where the "corporate veil" of security can be pierced. Read more to learn how to protect your business from a piercing the corporate veil action.

Proper classification is essential for businesses because it determines how the company will pay the worker and what the business owes the federal government. Misclassifying workers as independent contractors can invite the wrath of the federal government and the legal system. Read more to understand the nuances of classifying your workers (or yourself) to avoid costly mistakes.

Questions about Independent Contractors vs. Employees? Contact our experienced lawyers at Newburn Law today so that we can answer any questions you might have.

Non-profit organizations are crucial entities in every community. Non-profits often provide stability, resources, and services to many communities in need that local governments cannot, or will not, provide. The most common non-profit organizations are: • Religious organizations, making up 16.7% of all non-profit entities; • Schools and other educational institutions, making up 13.8% of all non-profit entities; and • Foundations and grantmaking organizations, making up 9.2% of all non-profit entities. When starting a non-profit, there are many things you need to consider to operate successfully and achieve your non-profit’s goals. This article dives into 10 of the most important considerations you should keep in mind when starting a non-profit company. If you have any questions about starting your non-profit, contact us today so that we can answer any of your questions.

On November 6, 2012, Colorado voters passed Amendment 64, legalizing the use and regulation of recreational marijuana. Two years later, Colorado started issuing licenses, and since then, the marijuana business in Colorado has boomed. Sales have increased every year since the market opened in 2014, and they show no signs of stopping. Even the economic slowdown the COVID-19 pandemic caused could not slow the industry down. In fact, marijuana sales in 2020 increased 25% to $2.19 billion when compared to 2019. If you’re looking to get involved in this lucrative industry, contact us now to learn more!

The Colorado state legislature passed a whole array of laws in 2020 that became effective on January 1, 2021. This article explains each of these laws and how they will affect the cannabis industry going forward.