Five Things That Shouldn’t Keep You From Buying or Selling a Company
There may be several reasons holding you back from buying another company or from selling your own business. However, there’s a new normal in the government contracting space. With increased competition for work, a tight economy, and stricter and more costly regulations requiring compliance, strategic acquisitions as a pathway to faster and more significant growth should be part of the long term strategy considerations for government contractors of all sizes. The flip side, of course, is that you may be . . . Read More
“March-in” Rights – The (Paper) Damoclean Sword of Federal Procurement Patent Law
Given the recent PilieroMazza webinar on Data Rights in federal contracting , we have had a number of clients raise concerns or questions about the government’s “march-in” rights under the Bayh-Dole Act, which controls certain data rights and patent issues under federal contracts. For those of you who do not already know, for patentable items created under federally-funded contracts, the government has the right to force the contractor who holds the patent to issue a license to third parties, including competitors, under certain conditions. As we will see, . . . Read More
Letter of Intent: A Seller’s Friend or Foe?
For a business owner, the sale of the company is the final act in the life cycle of the company (TargetCo). It represents the business owner’s opportunity to cash out on and be rewarded for his or her vision, ingenuity, years of hard work, sacrifice and risk-taking. Typically, after some confidential discussions and limited sharing of a TargetCo’s financial and non-financial information, a critical, next step in the sale process is negotiating and entering into a letter of intent (LOI) . . . Read More
Negotiating the Provisions of Your Office Lease
One contract that virtually all businesses enter into is an office lease. But despite how common office leases are, the…One contract that virtually all businesses enter into is an office lease. But despite how common office leases are, the provisions in them can vary dramatically. Indeed, a prospective tenant and landlord each has a significant amount of room to negotiate the specific terms of their lease agreement. Business owners should be sure to fully negotiate this important contract, with a . . . Read More
Corporate Housekeeping Tips: Keeping Your Website in Tip Top Shape
By Kimi Murakami Among the other areas of your business that you need to keep in order, don’t forget your website. Your website is the company’s digital storefront to the public. Protecting it is paramount to protecting your brand. Below is a checklist of issues to keep in mind in order to more fully-protect valuable company assets. Have you trademarked your business name and logo? If not, are you using the ™ (trademark) symbol after the mark? Your company’s name, . . . Read More
Current Trends and Issues in GovCon M&A for 2015
As we are rapidly reaching the middle of 2015, why not pause for a moment and identify some current trends and recurring themes and issues that are found in mergers and acquisitions (“M&A”) within the government contracting industry. With this goal in mind, here is a ‘top six’ list to review and digest: Has GovCon M&A Reached a “New Normal”? Think about 2006-2007 as being a peak in terms of deal volume and valuations and the first half of 2013-2014 . . . Read More
Trademarks, Copyrights and Registered Marks: Corporate Website Housekeeping
By Kimi Murakami Among all of the other areas of your business that you need to keep in order, don’t forget your website. Your website is the company’s digital store front to all of your customers and the public. Protecting it is paramount to protecting your brand. Below is a checklist of issues to keep in mind in order to more fully protect valuable company assets. Have you trademarked your business name and logo? If not, are you using the . . . Read More
Should You Be an LLC or S Corp?
The answer is it depends, as a business owner, on what your goals and objectives are. Both LLCs and S corporations are tax efficient. LLCs and S corporations are both pass-through entities; meaning, generally speaking, the entity itself is not subject to taxation. Rather, the profits and losses flow through to the owners, who either pay taxes on the profits or get to use the losses to offset income. Both LLCs and S corporations protect the owners and management against . . . Read More
Tax-Exempt Parent Companies with For-Profit Subsidiaries
By Kimi Murakami Recently, tax-exempt organizations have inquired whether it was legally permissible to establish a for-profit subsidiary to perform profitable work developed by the non-profit parent. The answer is yes. Like for-profit corporate entities, non-profit organizations are formed at the state level similar to forming for-profit corporate entities. To become tax exempt, once the corporate entity is recognized by the state, it must apply to the IRS to obtain tax-exempt status such as the commonly known charitable organization under . . . Read More
Protecting an LLC From A Wayward Member While Maintaining SBA Eligibility
By Ambi Biggs When creating a limited liability company (“LLC”), members are often so concerned with getting the company established–and anticipating problems that may arise with third parties, be it suppliers or customers–that they fail to consider what will happen if issues arise among the members themselves. This is a mistake. Usurpation of corporate opportunities, the misuse of company assets and a breach of fiduciary duties are just some of the most common issues that can arise among LLC . . . Read More