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On January 1, 2021, Congress enacted the Corporate Transparency Act (the “CTA”) as part of the Anti-Money Laundering Act of 2020 and its annual National Defense Authorization Act. The new legislation requires certain entities to report information about their owners, management and the individuals who helped create the entities to the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”). The information reported to FinCEN is intended to assist law enforcement in combating money laundering, tax fraud, terrorist financing, and other unlawful activities that occur through shell and front companies.

This is the second article in a new series about the CTA. This edition will provide a more detailed look at the exemptions from reporting requirements under the CTA.

Continue Reading The Corporate Transparency Act (Part 2): Exemptions from the Reporting Requirements

On January 1, 2021, Congress enacted the Corporate Transparency Act (the “CTA”) as part of the Anti-Money Laundering Act of 2020 and its annual National Defense Authorization Act. The new legislation requires certain entities to report information about their owners, management and the individuals who helped create the entities to the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”). The information reported to FinCEN is intended to assist law enforcement in combating money laundering, tax fraud, terrorist financing, and other unlawful activities that occur through shell and front companies.

This is the third article in a new series about the CTA. This edition will outline the information required to be reported to FinCEN by reporting companies and highlight the timeline for reporting such information.

Continue Reading The Corporate Transparency Act (Part 3): Reporting Requirements

On January 1, 2021, Congress enacted the Corporate Transparency Act (the “CTA”) as part of the Anti-Money Laundering Act of 2020 and its annual National Defense Authorization Act. The new legislation requires certain entities to report information about their owners, management and the individuals who helped create the entities to the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”). The information reported to FinCEN is intended to assist law enforcement in combating money laundering, tax fraud, terrorist financing, and other unlawful activities that occur through shell and front companies.

This is the fourth article in a new series about the CTA. This edition highlights which individuals qualify as “beneficial owners” and “company applicants” of reporting companies and further explains the unique identifier that such individuals can apply for through FinCEN.  For more detail on what specific information is required to be reported for beneficial owners and company applicants, please read our other articles in this series: The Corporate Transparency Act (Parts 1-4).

Continue Reading The Corporate Transparency Act (Part 4): Beneficial Owners and Company Applicants Defined Under the CTA

With over twenty years of experience partnering with bootstrapped founders, Mainsail Partners has established itself as a leading growth equity firm specializing in helping B2B software companies scale and achieve sustainable growth. The firm’s collaborative and hands-on approach is anchored by Mainsail’s Operations Team, comprised of individuals who work beside founders and management teams to navigate the opportunities and challenges in the critical growth stage between $5 million and $50+ million of recurring revenue. The mission of this team is to help portfolio companies recruit key executives, accelerate product development, scale go-to-market, and build out critical systems and data infrastructure to support growth.  

Continue Reading Mainsail Partners

From early-stage startups to seasoned enterprises, businesses eventually form at least one legal entity to carry out their operations. Down the road, as opportunities arise for a business to expand, acquire others, merge, or otherwise liquidate their holdings, they often find themselves forming multiple legal entities as part of a larger corporate structure. However, regardless of whether a business is forming its first—or its four-hundredth—entity, all businesses should treat entity formation as a process that begins well before the filing of formation documents and which almost always includes drafting a set of governing documents. When businesses approach their initial governing documents with a strategic intention—as opposed to adopting boilerplate or form governing documents—they may reap certain advantages, including potentially bypassing the need for future legal expenses.

Continue Reading Entity Formation as a Process: The Strategic Importance of Carefully Drafting Limited Liability Company Agreements Before Forming an Entity

Alafair Biosciences is a privately held medical device company commercializing a clinically-driven technology platform using natural biopolymers to address postoperative soft tissue recovery. For over 10 years, Alafair has produced HA-rich class II medical devices for the protection of tendon, ligament, skeletal muscle, and peripheral nerve (including nerve root in spine procedures). Alafair’s technology platform is used primarily by hand surgeons, foot & ankle surgeons, and spine surgeons in a wide variety of procedures. Today, Alafair has sold over 10,000 units of its flagship product, VersaWrap®.

Continue Reading Alafair Biosciences, Inc.

The growing popularity of art generated by Artificial Intelligence (AI) is no longer just a question of whether it is morally right to replace human artists. Now the discussion has expanded to consider the possible legal ramifications of art that is produced with an algorithm based on the data of other existing art styles. How can this be considered an original artwork and who is the author? These are all questions that complicate copyright laws which require that a work be original in order to be protected intellectual property.
Continue Reading Intellectual Property and Artificial Intelligence Art

Redbud Overview

Redbud is a consumer venture ecosystem that creates, accelerates, scales, and funds innovative, better-for-you consumer brands through its venture capital studio (Redbud Brands) and venture fund (Redbud Ventures). Founded in 2020 by two seasoned consumer executives, Brian Goldberg and John Ferrari, Redbud has grown to an organization of 50+ employees across the holding company, underlying portfolio companies, and fund, with offices in Austin, Texas, and Southern California.
Continue Reading The Power of Redbud: Combining Capital and Operating Support for Consumer Brands

It is essential for companies to maintain compliance with the latest government regulations regarding corporate governance to protect their investments and reputation. The Securities and Exchange Commission—or the SEC—has adopted a series of amendments to Section 14(i) on August 25, 2022, designed to uphold a balance between the interests of company stakeholders, shareholders, executives, their customers, and the government. These amendments now require registrants to clearly disclose the relationship between the executive compensation that is actually being paid out and the financial performance of the registrant over the course of the applicable time period for disclosure.
Continue Reading SEC Adopts Pay Versus Performance Disclosure Rules

Earlier this month, the IRS released much-awaited guidance on what areas will qualify as an “energy community” for purposes of the energy production and investment tax credits in Notice 2023-29.

Under Code sections 45, 45Y, 48, and 45E, qualifying energy projects located within an energy community are eligible for a significant bonus tax credit—10% or 2 percentage points, as applicable to the specific credit.

Continue Reading Tax Credit Energy Communities