How is starting a business like getting married?
I have often been struck by how much business counseling and marriage counseling can be alike. “He said he was really good at marketing and was going to handle all the sales. We haven’t seen a worthwhile sale in months. All he does is drive around, I GUESS making sales calls, but mostly just spending money.” “She said she was going to keep the books and handle the personnel issues. I didn’t know that meant a row of shoe-boxes full of receipts and employee turnover at seventy percent! This place is a disaster!” “Turnover is at seventy percent because we don’t have enough sales to keep anyone employed. If you did your job, then maybe I could do mine.”
Starting a Business
He said, she said. And so it goes. It is estimated that fifty-five percent of all first marriages fail and approximately 56% of new businesses fail within four years. Here are some of the reasons most often given for start-up business failures.
Continue reading “How is starting a business like getting married?”
Can an advisor be held liable for the false statements in a prospectus made by another?
United States Supreme Court
Previously we blogged about a pending case before the Supreme Court that had the possibility to significantly increase the liability of persons for assisting in the preparation of a “prospectus.” As of June 13, 2011, the Supreme Court handed down an opinion in that case, styled as Janus Capital Group, Inc. v. First Derivative Traders, No. 09-525 (S. Ct.).
The determination of this case is relevant to accountants and business lawyers who assist in the preparation of documents for the purpose of raising money for investment. The Janus Capital Group, Inc. case presented the question of who may be deemed to have “made” an untrue statement for the purposes of Rule 10b-5, and specifically whether someone who assisted in the preparation of a prospectus could “make” a statement through such assistance. As the result of a 5-4 decision, accountants and business attorneys may breathe a little easier. Continue reading “Can an advisor be held liable for the false statements in a prospectus made by another?”
Update for Limited Liability Companies: What happens to Membership Interest when a Member Dies?
We blogged about the Virginia Supreme Court case of Ott v. Monroe. In that case, the Court ruled that when a father, in his will, assigned his majority interest in a limited liability company to his daughter, he only assigned a profit interest, not a control interest. Consequently, his daughter did not have the authority to “run” the company, absent the consent of the remaining LLC members.
In its 2013 session, the General Assembly modified the relevant LLC statutes in an attempt to overturn the Virginia Supreme Court’s decision. This blog post examines the new statute, and how it may impact your limited liability company.
