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Legal Articles

Section 280E and the Cannabis Industry

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

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.

Best Practices of Cybersecurity and Data Privacy in M&A Transactions

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

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!

How to Draft a Strong Confidentiality Agreement

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

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.

What is a Series LLC and How Can it Benefit You?

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

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.

Analysis of the Illinois Climate and Equitable Jobs Act

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

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.

Benefits of Smart Contracts

Posted by Ryan M. Newburn | Feb 28, 2022 | 0 Comments

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.

Picking the Right Corporate Structure for Your Cannabis Business

Posted by Ryan M. Newburn | Feb 21, 2022 | 0 Comments

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.

Practical Tips for Financially Fearful Business Owners

Posted by Ryan M. Newburn | Feb 14, 2022 | 0 Comments

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.

Piercing the Corporation Veil

Posted by Ryan M. Newburn | Feb 07, 2022 | 0 Comments

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.

Ensuring your Independent Contractors aren't reclassified

Posted by Ryan M. Newburn | Jan 31, 2022 | 0 Comments

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.

10 Things to Consider When Starting a Non-Profit Company

Posted by Ryan M. Newburn | Nov 29, 2021 | 0 Comments

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.

What is a farmout agreement?

Posted by Patrick Ivy | Nov 24, 2021 | 0 Comments

Understanding farmout agreements A farmout agreement is a contractual agreement between an owner who holds a working interest in a lease, also known as the “farmor,” and another company, known as the “farmee,” who is assigned all or part of the working interest. As noted in the North Dakota L...

Setting Up a Cannabis Business in Colorado

Posted by Ryan M. Newburn | Jul 26, 2021 | 8 Comments

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!

Friends and Family Investments

Posted by Ryan M. Newburn | Jul 05, 2021 | 0 Comments

Starting a business can potentially require having or raising a lot of money. Whether it's designing prototypes of a product, renting a space for an office, or buying the technology to run it, there are a lot of costs that you incur before you even officially open up shop. Quite often, when looking at new businesses to invest in, banks and other investors might not want to risk investing in a brand-new company. This is where family and friends funding can be very beneficial and can make sure that you get your business off the ground without as much strain on your own bank account. In general, friends and family funding is a type of crowdfunding where you raise small amounts of money from family members or friends to raise a more significant total amount from other investors. Family and friends funding gives the investor peace of mind because they are investing in someone that they have a personal relationship with, so they are confident in the person and the business that they are investing in.

Why Do Privacy Policies Matter?

Posted by Patrick Ivy | Jun 28, 2021 | 0 Comments

Privacy laws have been in effect for decades, but developments in technology have necessitated that the laws adapt to address the increasing volume of data and information collected about consumers by Big Tech companies, online businesses, and businesses with an online presence.

Tax Obligations for Incentive Stock Option Exercises

Posted by Ryan M. Newburn | Jun 21, 2021 | 0 Comments

Incentive stock options (“ISO”) are corporate benefits that are part of an employee’s contractual benefits package. These benefits allow the employee to buy shares of the company's stock at a discounted price with the extra benefit of possible tax breaks on the profit earned on the stock. Generally, companies typically give ISOs to top-level management, like CEOs or CFOs, or highly valued employees as a type of passive income instead of a higher salary. They are a heavily negotiated term in the employee contracts and are used to persuade sought-after talent to join corporations due to the hefty profits they can yield. The hefty profits stem from the fact that profits made from qualified ISOs are taxed at the lower capital gains rate as opposed to the higher rate for ordinary income.

Understanding Waterfall Provisions in LLC Agreements

Posted by Ryan M. Newburn | May 24, 2021 | 0 Comments

Waterfall provisions, also known as waterfalls, allow LLC members to decide how to allocate distributions among investors. While many members usually create an operating agreement that allocates distributions in proportion to the amount of investment an investor made, there are other ways a company can make distributions.

Understanding Mezzanine Financing

Posted by Ryan M. Newburn | May 17, 2021 | 0 Comments

Business growth frequently requires capital, but not all forms of capital are created equally. Many businesses seek financing to secure funding, and the corporate finance industry offers a plethora of options. The Small Business Association reported that in 2019, small businesses in the United States had a combined outstanding debt of $644.5 billion. For larger companies in the United States, corporate debt surpassed $10 trillion in 2020. While it is often necessary to raise funds for business growth, it is also vitally important for businesses to ensure that they choose the best forms of financing for their particular circumstances. Mezzanine financing is a unique option for accessing capital. While mezzanine loans can create some financial advantages for businesses, they also carry some potential drawbacks. If you are considering whether mezzanine financing is right for your situation, consider speaking with a knowledgeable attorney at Newburn Law to learn how we may be able to help you determine the best financing options for your business.

What is a Covenant Running with the Land?

Posted by Ryan M. Newburn | May 10, 2021 | 0 Comments

A covenant running with the land is a specific legal agreement that applies a current agreement or arrangement to any future property owners, successors or assigns. Covenants running with the land require specific legal language and can have a dramatic affect on the value of an agreement - particularly in the natural resources context. At Newburn Law we can help you understand the fine print in your covenant and determine if it is constructed to survive.

Indemnification Clauses in M&A Agreements

Posted by Ryan M. Newburn | May 06, 2021 | 0 Comments

Mergers and acquisitions (M&A) are complex transactions that involve multiple parties, multiple assets, and complicated agreements. When one company purchases another company or two companies merge, there are expectations on the part of each party concerning the quality of assets being purchased, the success of the future company, and a myriad of other issues.

Common Control Terms Sought by Financing Partners

Posted by Ryan M. Newburn | May 03, 2021 | 0 Comments

Every party in a lending or business agreement attempts to secure their position through the legal contract created. In many cases, there are certain control terms that are sought by financing partners in order to ensure that debts are paid and that they have security in the event that it appears a borrower may remain unable to continue to pay a debt. Understanding common control terms in these types of agreements can help ensure that your legal and financial rights remain protected. Consider visiting with an experienced business attorney at Newburn Law, to learn more about your rights specific to your contract or agreement.

Independent Contractors vs. Traditional Employees

Posted by Ryan M. Newburn | Apr 26, 2021 | 2 Comments

With the rise of the gig economy and availability of independent contractors, many companies are considering hiring independent contractors rather than employees. However, the question has to be asked – when should a company use independent contractors and when should it use employees?

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