AEGIS Two Minute Legal Clinic Blog
South Dakota v. Wayfair Decision: Compliance Chart
Businesses are now facing multi-state sales and use taxation as a result of the US Supreme Court decision in South Dakota v. Wayfair, Inc., et al. in June. However, state level statutes, regulations and rulings [...]
South Dakota V. Wayfair & What It Means for Your Business
If you’re curious about the recent South Dakota v. Wayfair Decision and it’s repercussions, we have all of the information that you’ll need to adapt to new policies surrounding economic nexus, cross-border taxation, and more. [...]
4 Myths About Divorce Mediation That Are Still Widely Believed
Whether you’re heading into divorce with a basic agreement or you and your spouse can’t agree about much, mediation can help. But there are a lot of rumors about mediation floating around that simply aren’t [...]
Divorcing When You Have 3 or More Children: Best and Worst Practices
Divorce is never easy. For larger families divorce can be even more complicated, but it doesn’t have to be overwhelming. Preparation, getting the right support, and making sure you educate yourself on the right and [...]
Fascinating Lessons From the Case of Mattel v. MGA/Barbie v. Bratz (Part II)
In Part I of this story [link to Part I], we talked about the infamous case where Barbie sued Bratz. The mastermind behind the glamorous Bratz dolls, Carter Bryant, worked for Mattel as a Barbie [...]
Fascinating Lessons From the Case of Mattel v. MGA/Barbie v. Bratz (Part I)
Barbie is an icon. A fashion forward doll and the first of its kind marketed to American girls, Barbie is a style and toy giant. But when the Bratz dolls came along in the early [...]
The Removal of Verified Amazon Reviews Wreaks Havoc on Amazon Sellers and Confuses Buyers
Amazon, one of the world’s top ecommerce sites, fights a constant battle against fake reviews posted by sellers trying to give their products a boost. Removing reviews is nothing new for Amazon. The online giant [...]
How Can You Sell Your Business When Amazon Says Its Seller Accounts Aren’t Transferable?
The internet has opened many doors for merchants, big and small. With the advent of online marketplaces like Amazon, Etsy, Shopify, WalMart and Ebay, sellers can more easily get their merchandise into the hands of [...]
The Most Extreme and Ridiculous Quotes about Blockchain (And Where the Technology Is Actually Headed)
“The horse is here to stay, but the automobile is only a novelty—a fad.” —A 1903 bank president still turning over in his grave today Whenever there are technological improvements, there also are naysayers who [...]
Why the Traditional Law Firm Model Must Be Disrupted, ASAP
In June, Deloitte UK announced an alliance with a boutique immigration law firm. Last year, PricewaterhouseCoopers announced plans to open a law firm in Washington D.C. to handle international business matters. And just a couple [...]
The Origin Story of the Traditional Law Firm Model
At its essence, the traditional law firm model is this: a client comes in with a legal problem, and an attorney charges by the hour to resolve it. Even though the billable hour concept is [...]
A Quick and Dirty Intro to Blue Ocean Strategy
In the past, you could only hear your favorite radio personality on the AM/FM dial, and you had to hail a taxi to your next destination when you flew into a new city. Then Sirius [...]
4 Brilliant Paul Graham Quotes and How to Apply Them in Your Company
“Make Something People Want.” —Paul Graham Paul Graham is a computer scientist, entrepreneur and one of the founders of Y Combinator, an investment company that provides seed funding and mentorship to startup companies. Paul [...]
How To Protect an Inheritance from Creditors and Predators
An inheritance can be a great thing. However, it can also be a bone of contention between the family members left behind, as they argue over their share of the estate and pay off creditors. [...]
Understanding Cost-Drivers of Attorney Fees in Mergers & Acquisitions
When faced with a merger, acquisition, sale or other complex business transaction, some clients can be intimidated by attorney fees along the way: They see billable hours rack up, but they don’t understand what’s driving [...]
BRG Capital Advisors, LLC Guides Atlys Global Finance, LLC on $500 Million Committed Senior Debt Facility
NEW YORK, Aug. 21, 2018 /PRNewswire/ -- BRG Capital Advisors, LLC served as the advisor to Atlys Global Finance, LLC, which closed a $500 million committed senior debt facility with a large institutional investor for their Federal Contracting Financing Program (FCFP). FCFP [...]
SPATE OF NEW IRS REGULATIONS PORTENDS SUBSTANTIAL INCREASE IN LLC TAX AUDITS
IN recent weeks the Treasury Department has issued nearly 300 pages of new regulations on the new partnership audit and collection rules, commonly known and referred to as the centralized partnership audit regime or “BBA,” [...]
A Crash Course In Special Needs Trusts
If you have a loved one with disabilities, you must plan for things in your day-to-day life that other people don’t even consider. One of those considerations is the effect that an inheritance might have [...]
The Next Supreme Court Justice and the Future of US Intellectual Property Law
When Justice Anthony Kennedy announced his retirement from the Supreme Court, people immediately became concerned about what his decision might mean for hot-button issues like immigration and abortion. What no one saw coming was the [...]
When Public Figures Go Private: How to Keep A High Profile Divorce Out of the Public Eye
Celebrities aren’t the only people who struggle to keep details of their divorce out of the public view. Many couples have business, political or social reasons for wanting to keep their separation discreet. Fortunately, there [...]
Key Difference Between US and Canadian Cannabis Legalization That Franchisors Need to Know
On June 19, 2018, Canada became the second country in history to legalize recreational marijuana federally. This puts Canada at the forefront of a global industry as more and more countries consider legalizing marijuana’s use. [...]
How Should the Fed Handle Marijuana Businesses?
Marijuana growers and dispensaries will remain in a legal haze of confusion, after the Federal Reserve Chair announced that the U.S. central bank has not resolved how banks should deal with these pot-related businesses. Marijuana [...]
Deep Insights for Better Strategic Business Planning
Strategic business planning is essential for setting priorities and identifying a roadmap for your business’ future. Unfortunately, many employees see strategic planning as an onerous and useless exercise: Ask employees when they last referenced a [...]
How to Enshrine Your Values in Your Organization Before You Hand Over the Reins
Perhaps you’re thinking of selling a firm or simply handing the keys to a new leader. Before you do so, let’s take a minute to discuss how to protect the core values of your business. [...]
Accusations of Bitcoin Manipulation: What Blockchain Entrepreneurs Need to Know
In June 2018, University of Texas researchers shed light on what may be the true reason behind the remarkable bull run of Bitcoin in 2017. The researchers concluded that Bitfinex used Tether, a cryptocurrency, to [...]
AEGIS Law Opens Tampa Office, joins forces with Walk Law Firm
We are pleased to announce that, effective July 1, we have integrated the attorneys of Walk Law Firm into AEGIS Law. We are thrilled because this change will allow us to show up for our [...]
3 Things Media Companies Need to Know About Protecting Their IP
If you take a look at Fast Company’s 2018 List of the World’s Most Innovative Companies, you’ll notice something. Digital technology fuels the leading companies in the media sector. Whether it be podcasters, news aggregators [...]
To Be or Not to Be, That Is The Question: Key Takeaways from Seattle’s ‘Head Tax’ Repeal
Last month, government and business interests collided when the Seattle city council voted to enact, and then repeal, the Employee Hours Tax (EHT), or “head tax law.” This political fight demonstrated that there are no [...]
Common Child Custody Speed Bumps—and What to Do About Them
More and more, divorcing parents are working out unique custody arrangements for their changing families. Whether it be unconventional living options or creative joint custody schedules, it’s clear that when parents compromise, things are better [...]
When to Compromise During a Divorce Negotiation and When to Hold Firm: Setting Your Standards
When it comes to divorce, emotions are high on all fronts, no matter how amicable the separation might be. Unfortunately, this emotional turmoil can impair sound decision making during settlement negotiations in a divorce. However, [...]
Grooming the Perfect Person to Take Over Your Business
You’ve spent years building your business, and you want to preserve your legacy when you step away from it. One of the best ways to ensure your business’s continued success is by choosing the right [...]
What Parents Can Do to Protect Their Children During (And After!) Divorce
If you’re a parent going through a divorce, one of your primary concerns is surely your children—how they will handle this major upheaval in their lives. The fact that you’re concerned about your children’s emotional [...]
Dispelling Confusion Business Owners Have Over New Tax Laws
Business tax planning is always complex, but the Tax Cuts and Jobs Act signed into law by President Donald Trump in December 2017, threw even more confusion into the mix. The new tax provisions went [...]
Wild and Creative Ways Entrepreneurs Are Using Blockchain Technology
Blockchain technology has exploded over the past several years, and it’s gone way beyond use as the system underlying cryptocurrency Bitcoin. While some of these applications still revolve around the concept of digital cash—such as [...]
Dos and Don’ts for Resolving a Major Dispute with a 50/50 Co-Owner
You’ve been working hard at building a successful business with your 50/50 co-owner, but then, suddenly, an issue pops up and you just can’t agree on the solution. You realize how serious the situation could [...]
What You Need to Know About Invention Assignment Agreements
One way for a company to protect its intellectual property—such as trademarks, trade secrets and patents—is to require employees, consultants, independent contractors and even partners to sign what’s known as an “invention assignment agreement.” Do [...]
US Supreme Court Decision May Have Effects Beyond Internet Sales Taxes
CLIENT ALERT: US SUPREME COURT DECISION MAY HAVE EFFECTS BEYOND INTERNET SALES TAXES South Dakota v. Wayfair, Inc., et al. 585 US____ (2018) Norman S. Newmark, JD, LLM (Taxation) Rochelle Walk, JD AEGIS Law ©2018 [...]
A Case Study in GDPR Compliance: A New York Boutique
Let’s imagine a boutique in Chelsea, a chic Manhattan neighborhood. Let’s say that store gets 40% of sales from customers who stroll into its cozy space in a row of Georgian buildings. But the rest [...]
Preparing for GDPR Roll Out: What You Can (and Should) Do ASAP
On May 25, the European Union’s new General Data Protection Regulation (GDPR) goes into effect, and organizations and businesses must aim for compliance as soon as possible. Steep fines await those who don’t meet governing [...]
GDPR Compliance Becomes Law: Ready for May 25?
On May 25, General Data Protection Regulation (GDPR) becomes law in the European Union, vastly expanding the regulations that apply to all companies processing the data of EU subjects. Why should US companies care? Because [...]
Effects of Divorce on Children and How You Can Help
Divorce is a highly emotional time for all parties involved, and unfortunately, that also includes children. Children of divorced parents often show higher levels of stress, depression and aggression than their peers from intact homes. [...]
How and Why to Create Readable Legal Documents for Your Start-Up
The definition of legalese—“the specialized language of the legal profession”—may make for the good set-up to a punchline, but there’s nothing funny about having a bunch of undecipherable legal documents for your start-up. Let’s discuss [...]
Protecting Your Privacy in a Missouri Divorce
Going through a divorce can be one of the most vulnerable times in your life, especially as you watch other people discuss your personal details. And in fact, court pleadings and motions are matters of [...]
Getting Divorced? Update These Finance-Related Documents ASAP
In Hillman v. Maretta, the U.S. Supreme Court was faced with the question of whether an ex-wife was entitled to proceeds of a life insurance policy when her former husband died. Before his death, he [...]
PPT: Intellectual Property Issues are Everywhere
SPOTTING IP ISSUES, CHALLENGES AND OPPORTUNITIES FOR BUSINESS ATTORNEYS Pete Salsich III has been General Counsel for Coolfire Studios, LLC (an entertainment content creation studio), Coolfire Solutions, Inc. (a mobile software development studio focused on the military and [...]
Blockchain Basics—Everything You Need to Know about Blockchain (Part 2)
This is the second in a two-part series about blockchain basics. Get ready for the revolution. If you think the internet changed the planet, blockchain is next up. Because it’s already been a part of [...]
Blockchain Basics—Everything You Need to Know about Blockchain (Part 1)
The buzz around Bitcoin and blockchain rivals that of talk about the world wide web decades ago. Yet it’s not everybody who can tell you what blockchain and bitcoin are. After all, much like the [...]
Stunning New IRS Rules Jeopardize LLC Investors With Potential Tax Liability
Congress just passed technical corrections to the new IRS partnership audit and collection rules, and the result is nothing short of shocking. Basic corporate/LLC law has traditionally provided that an equity investor only risks his [...]
How Your Business Can Handle Changes in Marijuana Law in 2018
All businesses must continually adapt to new legislation, but marijuana businesses have to be especially vigilant, with legality of their product itself in limbo. Raising capital, finding and retaining skilled workers, handling banking and payments—these [...]
How and Why Fractional Legal Counsel Became So Popular
Legal issues pop up for every business, but does your business need to hire a full-time, in-house attorney to handle them? For many enterprises, especially small businesses, sporadic legal needs don’t justify the cost of [...]
Are You Really Too Busy to Deal with Your Company’s Legal Challenges?
Legal problems can sink even a successful business fast, so it’s never a good idea to ignore them. While sometimes issues can wait, you should always be honest with yourself about whether you’re really “too [...]
How to Avoid Legal Problems When Going into Business with Friends or Family
Starting a new business with a close friend or family member can be a wonderful experience. You likely already have a positive rapport and similar visions regarding your enterprise, otherwise you wouldn’t even consider moving [...]
Choosing a Trustee or Personal Representative
Your choice of a trustee or executor (personal representative) to manage your finances and estate after your death or disability can be a difficult decision. Consider that the person in charge, generically called a “fiduciary” [...]
Avoiding the Pitfalls of Estate and Trust Administration
Have your parents or other relatives put you in charge of their finances, that is, after they die or become incapacitated? Did you know this is a full-time job? The person in charge after someone [...]
Collaborative Divorce
For divorcing couples who want to avoid courtroom battles, a collaborative divorce process may be the answer. In a collaborative divorce, a form of alternative dispute resolution (ADR), the parties and their attorneys—specially trained in [...]
Divorce Meditation
Divorce mediation is an excellent choice for couples interested in working together to arrive at the best solutions for both parties. Through mediation, the couple meets with a neutral third-party—such a family law attorney—who guides [...]
Non-Contested Divorce
If both you and your spouse not only agree that it’s time to divorce, but you also agree on major property, financial and child-related decisions, you may consider pursuing a non-contested divorce. “Non-contested divorce” is [...]
Litigated Divorce
Although the 1979 film Kramer vs. Kramer immortalized divorce trials for Hollywood, in real life, the vast majority of divorces never reach the stage at which the parties litigate issues in front of a judge. [...]
Second Saturday Workshops: Legal, Financial and Emotional Guidance for Women Going Through Divorce
Going through a divorce can feel confusing, isolating and stressful. You’re experiencing an enormous life change, and even if your split seems amicable, you still may wonder whom you can trust or even where to [...]
5 Myths About Blockchain and Startups
There is so much hype about blockchain that it can seem like a magic pill for any startup. For sure, blockchain’s endless possibilities present opportunities, but it’s important to separate truth from fiction. Here are [...]
CEO “Experience Share”: Panel Discussion
Please join AEGIS Law, UHY and experienced CEOs Elizabeth Zucker, Ryan Mortland, and Josh Stevens for a panel discussion and "experience share" facilitated by Scott Levine and Beth Schulte. The event will take place during [...]
Tax Cuts and Jobs Act: Analysis of Key Business Provisions (Part II)
New Law: The new law provides a deduction for individual taxpayers who receive income from pass-through entities (e.g. S corporations and partnerships) roughly equal to 20% of each owner’s share of such income, subject to [...]
Tax Cuts and Jobs Act: Analysis of Key Business Provisions
New Law: The new law eliminates graduated corporate rates and provides a flat 21% rate for taxable income of all C corporations, including those which are PSCs (personal service corporations). Analysis: The new rate will [...]
How to Structure Your Marijuana Dispensary to Minimize Your Tax Bill
Many people mistakenly believe that you can set up a marijuana dispensary like any other business for which you can deduct ordinary operating expenses. Unfortunately, Section 280E of the Internal Revenue Code provides that businesses [...]
Should You Stay on After Your Company Gets Acquired? In What Capacity?
Building up a company is a breathtakingly difficult affair, requiring tenacity, intelligence, fortitude and more than a bit of luck. Very few ventures get out of the starting gate. Of those that do, most end [...]
Estate Planning and Proposed New Tax Reform
T H E L A T E S T N E W S : Estate Planning and Proposed New Tax Reform With large-scale tax reform being proposed in Washington D.C. by the Republican Congress, it's [...]
The AEGIS Podcast: St. Louis Entrepreneurs and How They Got Their Start Part II, Interview with David Singer
Download this episode (right click and save) Part II of the "St. Louis Entrepreneurs and How they Got Their Start" podcast, featuring an interview with David Singer, CEO of Warehouse of Fixtures. David is in [...]
The Art and Science of Keeping Your Corporate Structure Simple
Your company’s success depends sensitively its structure. In general, the fewer moving parts, the better. A simple framework allows you to be nimble—to adapt to change; to minimize drama among your people; and to limit [...]
Estate Planning and Proposed New Tax Reform
With large-scale tax reform being proposed in Washington D.C. by the Republican Congress, it's important to understand how changes in our tax law would effect each of us, and specifically how it will effect estate [...]
Second Saturday Workshops Empower and Educate!
If you are going through a divorce, or considering a divorce, you know that the process can be overwhelming, fraught with emotion, and can create complicated legal issues. Women going through the divorce process need [...]
Press Release: AEGIS Expands with New Headquarters
FOR IMMEDIATE RELEASE November 5, 2017 Business Law Firm AEGIS Expands with New Headquarters on their 15th Anniversary New Frontenac location embodies firm's growth and business philosophy of valuing clients as friends. AEGIS Professional Services, [...]
Setting up a Trust for the Care of Your Pets After You’re Gone
Norman Newmark, Attorney (bio | email) Americans love their pets, spending billions on pet care each year. Yet, few pet owners (parents?) consider how to take care of their furry friends after death. This is [...]
The AEGIS Podcast: St. Louis Entrepreneurs and How They Got Their Start,” Interview with John Berglund
In this podcast, Scott Levine interviews John Berglund, entrepreneur and author of the book "St. Louis Entrepreneurs and How They Got Their Start". Scott and John discuss their experience relating to the development of the [...]
The AEGIS Podcast: Interview with Robert Gold, AEGIS Attorney: Marijuana Legalization, Regulation, Financing
Robert Gold is head of the AEGIS Chicago office. He has close to 25 years of experience in structuring and executing transactions on both his own behalf and for a wide variety of primarily middle-market enterprises [...]
What Does Funding A Trust Actually Mean?
The terminology “funding a trust” relates to the fact that estate planning documents, whether a will or a trust, don’t work like they are supposed to unless a person’s assets are coordinated with those estate [...]
An Overview Of Living Trusts And Wills
You have two primary choices for transferring assets upon your death: a will, which is the traditional method, and a living trust. If you die without either a will or a living trust, the state [...]
What Are The Qualities Of A Competent Estate Planning Attorney?
The qualities of a competent estate planning attorney include having a great deal of experience in the practice of law, having a practice concentration in estate planning, keeping up with the most current laws and [...]
Can Digital Assets Be Part Of An Estate Plan?
First of all, have to define what digital assets are, because people use that term all the time but they’re not all necessarily referring to the same thing. We define digital assets as anything that [...]
What Events Can Trigger A Personal Representative To Get Involved?
The personal representative of an estate is modern terminology adopted in Missouri and many other states for what used to be called the executor of your estate. The personal representative or executor of your estate [...]
What Estate Planning Advice Would You Give To A Same Sex Couple?
In June of 2015 the United States Supreme Court ruled in the landmark case of Obergefell v. Hodges that same sex couples in every state have the right to get married, and as such, have [...]
What Is A Durable Power Of Attorney?
A financial durable power of attorney is a document that puts you in control of who will be responsible for managing your finances if you become mentally incapacitated and are unable to handle your financial [...]
What Is The Legacy Protection Process?
The Legacy Protection Process is a unique estate planning process that we’ve developed to provide uncommon value to our clients. It is a process designed to assure that our clients will always be confident and [...]
The Four Dispute Resolution Processes During Divorce Proceedings – With Mary Neff
Many people think they know what getting divorced looks like. But did you know that there are different ways to get divorced? Did you know that you and your spouse can control how involved the [...]
Frequently Asked Questions About Probate
What Actually Is Probate? What Does Probate Mean? Probate is the legal process that is set up in order to settle the final affairs of a person who has died. This includes paying off all [...]
What Are The Basics Of An Estate Plan?
The most important basics of an estate plan are five things. A will or what is referred to as a revocable trust or a living trust (which is a substitute for a will). This is [...]
What Are The Benefits Of Avoiding Probate?
One of the primary reasons for avoiding probate is that it has become very expensive. In Missouri, for example, the fees for probate are a percentage of the estate, as prescribed by State law. If [...]
Should I Discuss My Estate Plan With My Children Or Spouse?
Our general advice is that provided children are old enough to understand and certainly with a spouse or other life partner, the plan should be discussed with them. Nothing leads more to family conflict and [...]
Why Do People Generally Set Up An Estate Plan?
More often than not, they set up an estate plan because there’s been some kind of occurrence, whether a serious health problem that made them start thinking that they don’t have anything in place, the [...]
What is Estate Planning?
Estate planning is planning that protects yourself, your loved ones and your legacy in the event you become incapacitated during your lifetime and when you die. In the event of your mental incapacity, it is [...]
An Overview of Estate Planning
Did you know that if you don’t create an estate plan, the IRS and the state of Missouri will simply make one for you? It’s true. And, to put it delicately, the government is not [...]
Part I: Handling Your Estate Plan During and After Divorce: Death Pending Divorce
It’s tough enough to contemplate the traditional individual, family and financial changes of the process of divorce. It’s even tougher to factor in the possibility of one’s own mortality during divorce proceedings, or thereafter. But [...]
Part II: Handling Your Estate Plan During and After Divorce: Death After Divorce
It’s tough enough to contemplate the traditional individual, family and financial changes of the process of divorce. It’s even tougher to factor in the possibility of one’s own mortality during divorce proceedings, or thereafter. But [...]
Using Life Insurance and Business Succession Estate Plans – With Norman Newark
Norman Newmark nnewmark@aegisps.com For a complete transcript of this Podcast, click here. Norman Newmark’s practice is focused on tax, estate planning and corporate matters, and he serves as the head of the firm’s tax [...]
Two Minute Legal Clinic: Your Investment Summary: Describing Your Management Team
Scott D. Levine | slevine@aegisps.com | Bio Business plans are antiquated. For early or C-stage companies, putting together a full business plan with all the details of everyone's best guesses of what the [...]
Choice of Individual or Corporate Fiduciaries for Estate Planning – With Norman Newmark, JD
To download transcript, click here. Norman Newmark’s practice is focused on tax, estate planning and corporate matters, and he serves as the head of the firm’s tax department. He has an extensive transactional practice involving sophisticated [...]
Two Minute Legal Clinic: Your Investment Summary: Describing Your Business
Scott D. Levine | slevine@aegisps.com | Bio When it comes to writing a business plan or putting together a document that would demonstrate to investors that you have thought through the critical parts [...]
Smart Networking for Business and Personal Success – With James Canada
One of James Canada's most memorable periods in his career is when his business grew from zero to 75 clients in just one year! Today, he can trace the success back to one source - [...]
Challenges That Companies Face When Trying to Grow – A Conversation with Matthew Leisman
There are numerous challenges that companies face when trying to grow including managing costs, increasing revenue, hire new recruits, and increasing employee advocacy and loyalty. Matthew Leisman, Advisor and Equity Partner from Westport Advisory Group [...]
The AEGIS Podcast: Avoiding Tax Minefields When Paying Employees Equity, Interview with Robert Gold
Many early stage companies use alternative economics - often equity - to bridge the gap between what they can afford to pay key employees and their compensation demands. However, these often give rise to complicated legal [...]
The AEGIS Podcast: Business Succession Planning, Interview with Norman Newmark
For many entrepreneurs, the most valuable asset they own is the equity in their closely-held businesses. The best way to realize that value is through a sale - either to family or an outside investor. [...]
Two-Minute Legal Clinic: It Doesn’t Have to Go to Court – 3 Ways to Divorce
As a family law attorney, I find that most people are surprised to learn that there is more than one way to get divorced. When a couple decides to dissolve their marriage, they need to [...]
Don’t Make These Surprisingly Common M&A Mistakes
You’ve decided to sell your business. Or maybe you’re snatching up a new business—possibly a former competitor. In either case, you face huge challenges. Mergers and acquisitions are disruption level events. They can be profoundly [...]
The AEGIS Podcast: Developing Financial Models in Business, Interview with Ryan Bretsch
Overview: The Importance of Developing Financial Models 82% of businesses that fail do so because of cash flow issues. Financial planning is much more than showing a vision for revenue. Financial models provide businesses with [...]
Two-Minute Legal Clinic: Merger & Acquisition Due Diligence
The due diligence process is a critical part of every merger and acquisition transaction. Ordinarily, at this stage of the transaction, the parties have established the general parameters for a transaction. However, it is not [...]
The AEGIS Podcast: Interview with Sheldon Korlin, AEGIS Attorney: Non-Compete and Non-Solicit Agreements: Enforcing Them
Sheldon Korlin has worked with business owners, real estate developers, and Senators and Congressmen from both parties to help draft the original efforts at federal Brownfields legislation. He was on the front lines of bringing [...]
The AEGIS Podcast: Avoiding Disasters in Business, Interview with Bill Higley, JD
https://aegisps.podbean.com/mf/play/4ymbas/UberConference_3_.mp3 William (Bill) Higley has over thirty years of experience practicing corporate and family estate planning law. His litigation and trial experience includes Federal and state civil matters including complex personal injury and chemical [...]
The AEGIS Podcast: Interview with Sheldon Korlin: Effective Use of Commercial Insurance to Mitigate Risk
Sheldon Korlin is considered the “Grandfather of Brownfields” law in Missouri because he wrote the Missouri Abandoned Property Reuse Act in 1995 to put contaminated properties back into productive use. He also wrote major portions [...]
The AEGIS Podcast: Interview with Maureen Miller: Preparing to Sell Your Business
Maureen Miller is an experienced business attorney and diligent advocate for privately held businesses nationwide. With her 20 years of practicing law, Maureen is an experienced closer for over $100 Million in business transactions, both [...]
Two-Minute Legal Clinic: New Tax Deadlines Looming
Norman Newmark nnewmark@aegisps.com Watch out for these new tax deadlines! For calendar year S corporations and partnerships, the deadline to file IRS Form 1120-S and 1065 returns has been accelerated from April 15 [...]
Two-Minute Legal Clinic: Using Milestones for Vesting Employee Equity Compensation
Scott D. Levine | slevine@aegisps.com | Bio It is my experience that the best way to align employees, align advisors, and people that are out there helping you grow your early-stage business is [...]
Two Minute Legal Clinic: Are Non-Compete Agreements Enforceable from a LEGAL Standpoint?
Scott D. Levine | slevine@aegisps.com | Bio Are "non-compete" agreements enforceable? That answer is "most likely". Like most of agreements that attempt to restrain trade, courts are going to take a very narrow look at them [...]
Walker Seminars: Entrepreneurs – Legal and Practical Aspects of a Successful Start-up Investment Offering – Webster University: Worldwide Events
Students interested in launching an entrepreneurial endeavor need to have a practical understanding of the needs of investors. Investors in most communities, and especially St. Louis, have become more sophisticated early-stage investors. As a result, [...]
The AEGIS Podcast: Interview with Stacy Taubman, CEO: Rise Collaborative Workspace
Stacy Taubman is a thought leader in female empowerment and entrepreneurship. Before going out on her own as an entrepreneur, she worked for 12 years in the academic world as a high school math teacher [...]
The AEGIS Podcast: Interview with Norman Newmark, JD – What are Buy-Sell Agreements and When Are They Used?
Norman Newmark’s practice is focused on tax, estate planning and corporate matters, and he serves as the head of the firm’s tax department. He has an extensive transactional practice involving sophisticated trusts, business entity formation, mergers [...]
The AEGIS Podcast: Interview with Ken Harrington: Entrepreneurial Ecosystem Maturity and Momentum
Ken Harrington was the Founding Managing Director of the Skandalaris Center for Entrepreneurial Studies at Washington University in St. Louis. Prior to joining the university in 2001, he held senior management positions at seven startup [...]
Two Minute Legal Clinic: What is Convertible Debt and When is it Appropriate?
Scott Levine | slevine@aegisps.com | Bio Many early stage companies take on "convertible debt" as a means of getting their first substantial dollars into their company for operations. For a long time, when an [...]
The AEGIS Podcast: Interview with Norman Newmark, AEGIS Attorney: Using Trusts to Avoid Probate
Norman Newmark’s practice is focused on tax, estate planning and corporate matters, and he serves as the head of the firm’s tax department. He has an extensive transactional practice involving sophisticated trusts, business entity formation, mergers [...]
CLE Seminar: Handling the Sale of a Business
AEGIS Attorneys Scott Levine, Arthur Fillmore, Norman Newmark & Maureen Miller will be presenting a CLE, sponsored by NBI, on Handling the Sale of a Business on Friday, March 10, 2017. _________________________________ Program Description: Deepen Your Understanding of [...]
The AEGIS Podcast: Interview with Faaiz Kahn, Entrepreneur and Investor
Faaiz Kahn, relatively new to the St. Louis entrepreneurial scene, founded a multi-national agency and built a client portfolio that included Pepsi, Dew, Lays, Gillette, Pantene, Djuice, Victoria Plumb, CYC and others, with offices in [...]
Two Minute Legal Clinic: Are Non-Compete Agreements Enforceable from a BUSINESS Standpoint?
Scott D. Levine | slevine@aegisps.com | Bio It’s very common for us to get asked the question: "Are non-compete agreements enforceable?" Before we even get to whether they’re enforceable from a legal standpoint, [...]
The AEGIS Podcast: Interview with Bobby Sandage, Entrepreneur
Bobby Sandage is currently President and CEO of Euclises, Chairman of the board of Immunophotonics, member of the board of directors of EDIS, a member of the Cultivation Capital life sciences fund investment committee and a [...]
CLE Seminar: Tax Election Considerations, Tax Provisions and Other Key Issues
AEGIS Attorney Norm Newmark will be presenting a CLE, sponsored by NBI, on January 20, 2017. For more information, click here. _________________________________ Tax Election Considerations, Tax Provisions and Other Key Issues When should an LLC [...]
SPECIAL AEGIS REPORT: Republican Victories Bode Well for Sweeping Tax Reform
SPECIAL REPORT: REPUBLICAN VICTORIES BODE WELL FOR SWEEPING TAX REFORM By, Norman S. Newmark, JD, LLM (Tax) (bio | Email Norm) The recent election of Donald Trump as the 45th President of the United States [...]
Article: Delaware Electronic Communications Consents from & Notices to Stockholders
By Maureen Miller, JD (bio | email) Collecting stockholder consent by email can be more complicated than collecting director consent by email. If your company is incorporated in a state like Delaware that permits stockholders to [...]
Norm Newmark: The Patient Protection and Affordable Care Act Practical Implications for Business Owners
By Norman Newman, JD In perhaps the most sweeping healthcare legislation ever enacted in this country, Congress passed and President Obama signed the Patient Protection and Affordable Care Act into law on March 23, 2010 [...]
Pete Salsich Joins AEGIS Intellectual Property and Corporate Law Practice
We are pleased to announce that Pete Salsich has joined AEGIS Professional Services to expand his law practice while continuing to serve as General Counsel for Coolfire companies. For the past four years, Pete has been General Counsel for [...]
Norm Newmark Joins AEGIS
We are pleased to announce that Norm Newmark has joined AEGIS as a full-time attorney. Norm has been practicing law for over 30 years. His clients include individuals, families, and family-owned and privately held businesses. His practice is focused on the areas corporate [...]
Case Study: Deadlock Provisions in Corporate Governance Documents | Lori DaCosse
By Lori DaCosse (bio) Problem: Two clients are engaging in a new business enterprise: both are providing capital and substantive know-how. The principals desire to form a limited liability company where each client has a [...]
Case Study: Raising the Minimum Wage | Sheldon Korlin, JD
By Sheldon Korlin, JD (bio) Problem: Mid-sized manufacturing company has 65 employees. They manufacture metal and plastic casings and assemble the final products after purchasing parts for the machine from other suppliers and raw materials for [...]
The New FLSA Standards | Sheldon Korlin, JD
On May 18, 2016, the U.S. Department of Labor issued its Final Rule changing the threshold payment limits for defining “exempt” administrative employees—meaning employees exempt from the application and payment of overtime. It updates the [...]
Case Study: Commercial Leases and Termination Clauses | Lori DaCosse, JD
By Lori DaCosse, JD (bio) Problem: A successful regional business (“Tenant”) executed a commercial office lease for Class A office space that contained a termination provision upon the Tenant occupying the real estate for a [...]
Catalyst | Connections Groups Forming
When I started my firm almost 15 years ago, I made a commitment to do things differently. Namely, the lawyers and professionals associated with AEGIS would understand the critical importance of developing and maintaining professional [...]
Case Study: The Importance of a Survey in a Real Estate Deal | Lori DaCosse, JD
By Lori DaCosse, JD (bio) Problem: A successful East coast professor retired from his profession and determined to move to the Midwest near to where his brother had moved after college. As part of this [...]
FINRA Proposes New Category Of Broker-Dealer For “Capital Acquisition Brokers”
In December, 2015, FINRA proposed rules for a whole new category of broker-dealer, called “Capital Acquisition Brokers” (“CABs”), which limit their business to corporate financing transactions. In February 2014 FINRA sought comment on the proposal, [...]
Why Founders and Employees of Emerging Businesses Need to Understand 83(b) Elections
Entrepreneurs founding startup companies are often unaware of a potentially significant tax liability that can rear its ugly head with respect to stock issued to founders and employees. Emerging business founders often acquire their stock [...]
What Do Those Deal Terms Mean? | VC Experts Blog
Source: What Do Those Deal Terms Mean? | VC Experts Blog
Find the Best Lawyer for Your Startup with This Off-the-Record Advice
Ken Callander’s helps all kinds of startups work with their lawyers. Here he shares secrets for increasing productivity and cutting costs. Source: Find the Best Lawyer for Your Startup with This Off-the-Record Advice
The Pre-money vs. Post-money Confusion With Convertible Notes – Feld Thoughts
The other day, Mark Suster wrote a critically important post titled One Simple Paragraph Every Entrepreneur Should Add to Their Convertible Notes. Go read it – I’ll wait. Or, if you just want the paragraph, it’s: “If [...]
Regulation A+; An In-Depth Overview
Regulation A+; An In-Depth Overview The Official Blog of Legal & Compliance, LLC. On March 25, 2015, the SEC released final rules amending Regulation A. The new rules are commonly referred to as Regulation A+. [...]
IRS Tax Section 1202: Excluding Your Gains on Small Business Investments | VC Experts Blog
Source: IRS Tax Section 1202: Excluding Your Gains on Small Business Investments | VC Experts Blog
AEGIS Donates to St. Louis ARCH Grants
AEGIS has been supporting the St. Louis early-stage ecosystem since we were founded in 2003. This year, AEGIS awarded three Arch Grant recipients with service grants worth $10,000 each. It is our hope that these [...]
Monthly Whiteboard: “10 Myths About Lawyers” | Joel Green | AEGIS Professional Services
https://www.youtube.com/watch?v=8Ha_6CNrZ40&list=PL34dNynSjAYBjOZ2rTTi8KGVPDhKxKRyn&index=4
EEOC Retaliation Guidance, Part 3: A “Causal Connection” Checklist For Employers | Constangy, Brooks, Smith & Prophete, LLP – JDSupra
Source: EEOC Retaliation Guidance, Part 3: A “Causal Connection” Checklist For Employers | Constangy, Brooks, Smith & Prophete, LLP - JDSupra
EEOC Retaliation Guidance, Part 2: Was your employment action “adverse”?
What's a "materially adverse employment action"? This is the second part in what should be a three-part series (it's possible that we'll need four) on the Source: EEOC Retaliation Guidance, Part 2: Was your employment action [...]
EEOC Retaliation Guidance, Part 1: You gotta be “protected”!
The Equal Employment Opportunity Commission issued last week a proposed Enforcement Guidance on Retaliation and Related Issues that would update guidance i Source: EEOC Retaliation Guidance, Part 1: You gotta be "protected"! | Employment & Labor Insider
SEC Study On Unregistered Offerings
SEC Study On Unregistered Offerings. The Official Blog of Legal & Compliance, LLC. In October 2015, the SEC Division of Economic and Risk Analysis issued a white paper study on unregistered securities offerings from 2009 [...]
The SEC’s Evolving Integration Doctrine: New Guidance on Combining Offering Methods | CLS Blue Sky Blog
Source: The SEC’s Evolving Integration Doctrine: New Guidance on Combining Offering Methods | CLS Blue Sky Blog
Speeding Ticket? We’ll fix it for free (sort of ).
While the Missouri Supreme Court, law professors and activists call for dramatic reforms for municipal courts in St. Louis County, we thought it would be a good time to remind our clients and friends of [...]
IRS Tax Section 1202: Excluding Your Gains on Small Business Investments | VC Experts Blog
2016 promises to be another very good year to invest in start-ups because of the extension of significant tax breaks for investors who invest in early stage companies. Investors who invest in small businesses can [...]
AEGIS Attorney Art Fillmore in the News
A Jackson County task force is asking county officials to step up efforts to help veterans, and the county executive says those recommendations appear to be manageable. “The most important things that face veterans [...]
Pre-money vs Post-money Confusion With Convertible Notes
Entrepreneur, VC, and angel investor explains how founders can avoid getting screwed when financing after they've raised convertible notes. Source: Pre-money vs Post-money Confusion With Convertible Notes
Case Study: “Transition of a Family Business” | Bill Higley
Problem: Clients are husband and wife and own a Dancing studio and retail store that sells related accessories, clothing and shoes. It serves approximately 1800 students and customers per week from ages four to adult. [...]
The Financial Business Case for Sales Operations
The Financial Business Case for Sales Operations When facts appear to be opposed by a long train of assumptions, the danger is that it invariably proves to be capable of bearing some other form of [...]
Entrepreneurs Transform Cities, Not Football | Carter Williams, iSelect Fund
This week a Business Insider article listed St Louis as the fastest-growing startup scene in the US with 342.7% deal growth in 2015 and 33.02% growth since 2012. This is great news for a city [...]
Case Study: Solving The Early Stage Valuation Dilemna | Scott Levine
Problem: Early-stage client company is conducting a private placement offering of its securities. A legitimate investor is willing to subscribe, but questions our client’s valuation. Because client does not yet have revenue, and because the operations [...]
AEGIS: Free Estate Planning Consultation
There are many reasons why everyone should consider estate planning. Having a good estate plan in place will make sure your assets are managed and disposed of in the manner that you prefer when you die [...]
Monthly Whiteboard: “Structured Creativity 1” | Bill Higley
https://www.youtube.com/watch?v=A2_CXzWEpE0&index=3&list=PL34dNynSjAYBjOZ2rTTi8KGVPDhKxKRyn
Strategic Planning as an Alignment Tool
Problem: Two childhood friends start a business. Over the course of five years the business has grown but the revenue has plateaued. The overhead and revenue has increased each year but is not in step [...]
Case Study: Family Business Decisions | Robert Gold
Problem: Client’s niece had moved from Texas to St. Louis to live. When niece was a young child (she is now 19), she was in a car accident and suffered a severe head injury. As [...]
Case Study: Retaining Subcontractors | Nick Schopp
Problem: A contractor was hired by a large retailer to perform work in one of its stores. The contractor hired a subcontractor to perform a portion of the work: cutting a concrete floor to expose [...]
Case Study: Holding Firm on Important Contract Terms
Problem: Client was an established company providing various tools, technologies, and marketing platforms to the direct selling industry. After over a year of hard work and effort, client was ready to execute multi-year, multi-million dollar [...]
Case Study: It’s a Family Affair | by Michael Kime
Michael Kime, JD email | bio One of the curses of being a deal attorney and really liking what you do is that sometimes it is hard to turn off the transactional mind. In the [...]
Case Study: Jury or No Jury? | Mike Godsy
Certain cases must be tried to a judge without a jury, but a defendant has a constitutional right (usually!) to a jury trial. It’s not always the right choice, however, depending on (a) the nature [...]
Case Study: Using L3Cs to Meet For-profit and Non-profit Corporate Objectives | Robert Gold
Problem: A father with a teen-age son was in a quandary. Son, recently rendered disabled as a result of a central nervous system virus, needed funds to pay for his rehabilitation and ongoing medical care. [...]
Another Successful AEGIS Private Networking Group Event
AEGIS organizes groups of professionals into small, private networking groups. Most recently, we hosted an event at Painting With a Twist in Creve Coeur. If you are a professional and are interested in joining one [...]
AEGIS Webinar Series: 20 Minute Clinics
We are developing a weekly webinar series and would like to invite you to present on a topic relating to your business. We are calling this program the “20 Minute Clinic” and will feature a [...]
Announcement: Four Attorneys Join AEGIS in November
We are pleased to announce a few new additions to the firm. Joel Green is joining us from Sandberg, Phoenix and Von Gontard. Joel focuses his practice on the representation of individual and business clients [...]
AEGIS Expands into O’Fallon, IL
Consistently ranked as one of the fastest growing cities in the metropolitan area, O’Fallon’s projected population growth will likely lead to it becoming the largest community in the Metro East. We felt it was a [...]
Lori DaCosse Joins AEGIS
We are pleased to announce that Lori DaCosse recently joined our corporate and real estate law practice. Lori comes to us from Sandberg Phoenix & von Gontard P.C. where she marshaled real estate developers through due [...]
Traffic Ticket? Make a donation to Legal Services and we’ll “fix” it.
While the Missouri Supreme Court, law professors and activists call for dramatic reforms for municipal courts in St. Louis County, we thought it would be a good time to remind our clients and friends of [...]
Art Fillmore Joins AEGIS
We are pleased to announce that Maureen Miller and Art Fillmore have joined AEGIS as full-time attorneys. Maureen has been practicing law for over 20 years. Her clients include family-owned and privately held businesses in the fields [...]
We’re Recruiting: Attorneys – St. Louis, Chicago and Kansas City
AEGIS Professional Services is an ideal platform for a lawyer or consultant looking for an entrepreneurial platform to support a growing practice, including a start-of-the-art marketing program, top-flight administrative and technical support, and a growing group of [...]
Monthly Whiteboard: “Creativity” | Bill Higley | AEGIS Professional Services
https://www.youtube.com/watch?v=T5shzu7SfSk&list=PL34dNynSjAYBjOZ2rTTi8KGVPDhKxKRyn&index=12
Monthly Whiteboard: “Moving to the Cloud” | Tom Swip | Swip Information Systems
https://www.youtube.com/watch?v=bcsiDYZLGrs&list=PL34dNynSjAYBjOZ2rTTi8KGVPDhKxKRyn&index=2
Case Study: Estate Planning – When is the Right Time? | Joel Green
Problem: For most families, “estate planning” is often a difficult undertaking. This stems from the notion that planning for the transfer of assets from one generation to the next must include a discussion about illness, [...]
Monthly Whiteboard: “Social Media Marketing Law” | Brian Hostetler
https://www.youtube.com/watch?v=-QO50BigKt0&index=8&list=PL34dNynSjAYBjOZ2rTTi8KGVPDhKxKRyn
Case Study: Comparative Advertising Claims
Problem: Proposed package copy for a consumer product contains a claim that the product’s performance is the fastest in its class. When asked to provide support for the claim, the brand manager states that the [...]
Monthly Whiteboard: “Deciphering Your Audience Without Losing Your Mind” | Kristen Edens
https://www.youtube.com/watch?v=IEau8y7a_1M&list=PL34dNynSjAYBjOZ2rTTi8KGVPDhKxKRyn&index=6
Case Study: Running a Contest or Sweepstakes
Problem: A retailer offered a Facebook sweepstakes to drive traffic to its Facebook page with the chance to win a prize valued at $19.95. The retailer believed that, for such an insignificant prize and because [...]
Monthly Whiteboard: “Building Brand” | Jonathan Lehman
The AEGIS Weekly Whiteboard Series. This week's speaker is Johnathan Lehman on Building Brand. https://www.youtube.com/watch?v=T4xQDh4nKl4&index=13&list=PL34dNynSjAYBjOZ2rTTi8KGVPDhKxKRyn
Whiteboard Webnar: “Making Mobile Apps a Reality” | Tom Swip | Swip Information Systems
https://www.youtube.com/watch?v=aa8YFWPfd_Y&list=PL34dNynSjAYBjOZ2rTTi8KGVPDhKxKRyn&index=11
Monthly Whiteboard: “Your Digital Footprint” | Jared Peno
https://www.youtube.com/watch?v=HuKTm9BvTSo&index=10&list=PL34dNynSjAYBjOZ2rTTi8KGVPDhKxKRyn
Monthly Whiteboard: “Digital Marketing Based on Consumer Behavior” | Cassi Niekamp
https://www.youtube.com/watch?v=umnxhtTm85g&index=7&list=PL34dNynSjAYBjOZ2rTTi8KGVPDhKxKRyn
Monthly Whiteborad: “Estate Planning” | Eric Westacott
https://www.youtube.com/watch?v=dx_bQdDOY84&index=5&list=PL34dNynSjAYBjOZ2rTTi8KGVPDhKxKRyn
Case Study: Construction Lien Pitfalls
Problem: A subcontractor signed an agreement with a general contractor in connection construction of a commercial building for a national retailer. The subcontractor’s portion of the work consisted of installing most of the equipment in [...]
Case Study: Friendships Can Only Be Taken So Far
Problem: Two childhood friends start a business. Over the course of five years, the business has grown but the revenue has plateaued. Overhead and revenue have increased each year; but, not in step with the [...]