Entries by Michael Spadaccini

Employee Stock Options – Stock Option Plans – What Are They and How They Work – Estate Planning

Set forth below is an overview of the tax, accounting and general business considerations applicable to typical equity based compensation arrangements. Following the overview are general descriptions of how those considerations apply to three basic types of arrangements: incentive stock options; non-qualified stock options; and restricted stock. Incentive Stock Options (ISOs) Offer Great Tax Benefits, […]

April 22, 2008 /0 Comments/by

Corporate Insiders’ Reporting Obligations Revisited & Section 16’s New Accelerated Filing Deadline (2002)

Many readers will recall a widely-reported news story from July of this year concerning President Bush’s failure to timely disclose his 1990 sale of 212,140 shares of Harken Energy Group. At the time, the President served on Harken’s Board of Directors. The President’s digression (which he eventually cured in a late filing after publicly censuring […]

April 22, 2008 /0 Comments/by

Insider Trading | Insider Trading Law | Insider Trading Penalties

Many of the most public and celebrated securities cases have been cases involving insider trading. The public’s appetite for such cases is as endless as the cases themselves. Martha Stewart’s case is notable only because it is recent–the past forty years have brought forth cases involving not only corporate insiders, but also attorneys, psychiatrists, football […]

April 22, 2008 /0 Comments/by
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How to Do a Spin-Off

The mechanics of a spin-off are relatively simple: in a spin-off, a parent company distributes shares of a subsidiary on a pro rata basis to the parent company’s shareholders. As a result, the subsidiary becomes a separate company. The question, however, is how to conduct the spin-off in a manner that falls in step with […]

April 22, 2008 /0 Comments/by

Rule 144 Opinion Letter Restricted Stock Sales

In November of 2007, the SEC adopted significant amendments to Rule 144. This article reflects those changes, and outlines the dictates of Rule 144. At the foundation of our securities laws is the premise that shares of stock that are not registered with the SEC are subject to limitations on resale. Naturally, however, exceptions to this […]

April 22, 2008 /0 Comments/by

The SEC’s Streamlined S-8 Securities Registration Scheme, Demystified

This Article is Outdated and Should Not Be Relied Upon as Current Law Without doubt, S-8 is a powerful tool: it empowers fully reporting companies to register shares quickly and easily–without automatic SEC examiner review. S-8 registration allows issuers to compensate employees and some outside consultants with registered shares in lieu of cash. Issuers and […]

April 22, 2008 /0 Comments/by
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Alter Ego Liability and Piercing the Corporate Veil (Or the LLC Veil)

“Faithfulness to the formalities is the price paid to the corporation fiction, a relatively small price to pay for limited liability .” -as quoted by the court in Labadie Coal Co. v. Black Liability protection for LLC and corporation owners is not absolute. In a legal sense, corporations and LLCs are legal entities separate from […]

April 22, 2008 /0 Comments/by

Intro to Asset Protection Law

An Introduction to Asset Protection Asset protection refers to a set of legal techniques that protect a person’s property from creditors and judgments. While there have always been protective measures available to persons to protect their assets, there has never been as great an interest in asset protection until recent years. The litigation explosion of […]

April 22, 2008 /0 Comments/by
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Corporation vs. LLC vs. Partnership, Compared – Which is Right for You?

Comparing Corporations, LLCs, and Partnerships The most common forms of business enterprises in use in the United States are the sole proprietorship, general partnership, limited liability company (LLC), and corporation. Each form has advantages and disadvantages in complexity, ease of setup, cost, liability protection, periodic reporting requirements, operating complexity, and taxation. Also, some business forms […]

April 22, 2008 by
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Corporation Liability Protection & Asset Protection With a Limited Liability Company

How to Effectively Manage Your Corporation or LLC (Limited Liability Company) to Maximize Your Personal Liability Protection The most notable feature of corporations is that a corporation’s shareholders are protected from personal liability for the company’s debts and obligations. This is a valuable tool for businesspersons. In fact, the corporation developed historically as a means […]

April 22, 2008 /0 Comments/by

The Development of Decision by Trial

The first legal trials were not trials that we would recognize. In their early forms, trials were barbaric and violent and had almost nothing to do with judging truth or culpability, they were more predicated upon divine intervention or superstition. English courts employed a form of ‘trial by combat’ known as ‘wager of battel’ soon […]

April 22, 2008 /0 Comments/by

How Much is a Human Life Worth in Dollars?

Our modern legal system has to apply a numerical value to a human life– an imperfect and morbid undertaking, for sure, but the scope of human activity in a modern world inevitably yields death and sometimes disability, so any legal system has to eventually tackle the question. For example, when an American soldier dies in […]

April 22, 2008 /0 Comments/by

Alabama Lemon Law

Below is a summary of Lemon Law rules and statutes in Alabama. Keep in mind that rules and laws change. It’s always a good idea to confirm the rules your state’s consumer protection agency or with further research. What Vehicles Are Covered by the Lemon Law? Vehicles intended primarily for use and operation on public […]

April 22, 2008 /0 Comments/by

Arkansas Lemon Law

Below is a summary of Lemon Law rules and statutes in Arkansas. Keep in mind that rules and laws change. It’s always a good idea to confirm the rules your state’s consumer protection agency or with further research. What Vehicles Are Covered by the Lemon Law? Vehicle purchased or leased for transportation of persons or […]

April 22, 2008 /0 Comments/by

Arizona Lemon Law

Below is a summary of Lemon Law rules and statutes in Arizona. Keep in mind that rules and laws change. It’s always a good idea to confirm the rules your state’s consumer protection agency or with further research. What Vehicles Are Covered by the Lemon Law? Vehicles under 10,000 pounds Gross Vehicle Weight, used to […]

April 22, 2008 /0 Comments/by