View Recent Blog Posts in this Area of Practice

Legal News

• New Louisiana Regulation Creates Safe Harbor For Certain Equity-Based Compensatory Plans of Privately-Held Companies
  by Dean P. Cazenave Offers and sales of “securities” must be registered unless there is an applicable exemption from the federal and state securities laws. The most commonly known exemption is the private placement exemption set forth in Regulation D promulgated by the Securities and Exchange Commission under the Securities Act of 1933 (and corresponding private placement exemptions under applicable state “blue sky” laws). Regulation D was primarily designed to facilitate capital raising transactions, as opposed to employee stock option or stock purchase plans. Many people are unaware that when an employer (or controlling Shareholder) sells stock to an employee (even at a discount, or even if to an executive), such a sale is subject to the securities laws and applicable federal and state exemptions from registration must be found.  Federal Rule 701 In 1988, the SEC adopted Rule 701 which exempts from registration securities issued pursuant to a written ....
• IRS Requires Employer Identification Numbers for Disregarded Entities Beginning in 2009
  By Kevin C. Curry Historically, the IRS has said that a disregarded entity could (and maybe should) use the owner's taxpayer identification number for income and other tax purposes. For employment tax reporting, the IRS issued Notice 99-6, 1999-1 CB 321 , which said that employment taxes for employees of a disregarded entity could be reported by a disregarded entity in one of two ways: (1) Calculation, reporting, and payment of all employment tax obligations with respect to employees of a disregarded entity by its owner (as though the employees of the disregarded entity are employed directly by the owner) and under the owner's name and taxpayer identification number; or (2) Separate calculation, reporting, and payment of all employment tax obligations by each state law entity with respect to its employees under its own name and taxpayer identification number.Beginning next year, disregarded entities with employees must have their own employer identification numbers (EIN's) for ....
• Non-Compete Agreements: Louisiana Takes Another Step Forward
  by Melanie M. Hartmann Louisiana's non-competition statute, La. R.S. 23:921, was amended effective August 15, 2008, to provide additional situations in which non-competition agreements may be enforced. The recent amendments allow for the enforcement of certain non-competition and non-solicitation agreements between a corporation and its individual shareholders; between a partnership and its individual partners; and between a limited liability company and its individual members.  Shareholders, partners and LLC members may agree to refrain from carrying on or engaging in a business similar to that of the corporation, partnership or LLC and from soliciting customers of the business. Among other requirements, such agreements cannot exceed a period of two years from the date the relationship between the parties ceases. In addition, such agreements must be limited in geographic scope to specified parish or parishes, municipality or municipalities, or parts thereof, in which the business ....