William A. Price, Author at GrowthLaw

SEC No Action Letter on M&A Brokers

UncategorizedBy William A. Price February 4, 2014

The Securities and Exchange Commission has issued a no-action letter which reaffirms that merger and acquisitions brokers do not have to register as broker-dealers where control of a privately held business transfers hands as a result of their efforts. The letter is available at: https://www.sec.gov/divisions/marketreg/mr-noaction/2014/ma-brokers-013114.pdf?utm_source=SEC+Issues+M%26A+Broker+No+Action+Letter+1-31-14&utm_campaign=SEC+MAB+NAL+-+2%2F3%2F14&utm_medium=email Practice tip: M&A includes facilitation of “mergers, acquisitions, business sales, and…

New Powerpoint On Private Offerings

UncategorizedBy William A. Price January 29, 2014

I just uploaded a Powerpoint presentation on current legislation which would exempt merger and acquisitions professionals from broker-dealer requirements, which describes the types and amounts of money that can be raised in private offerings, and that shows what difference the JOBS Act regulations made in the private offerings process. See http://www.slideshare.net/wpriceiit/private-offerings-and-broker-dealer-registration-exemptions

Business Broker Deregulation Passes House

UncategorizedBy William A. Price January 29, 2014

HR 2274 passed US House 422-0 on January 14, 2014. It Exempts merger and acquisition brokers from SEC “Broker-Dealer” registration requirements. Companion Senate legislation, S. 1923, is pending in the Senate. Current law requires business brokers to limit participation in negotiation of any terms of sale if owner earn-outs, stock purchases instead of asset purchases, or any…

Illinois Noncompete Contract Limits Decision

UncategorizedBy William A. Price January 25, 2014

A recent Illinois Appellate Court case, Fifield and Enterprise Finance Group, Inc. v. Premier Dealer Services, Inc., 2013 IL App (1st) 120327, held that a noncompetition agreement is not valid and enforceable if an employee is fired or resigns within two years. A copy of the decision is available at: http://www.state.il.us/court/Opinions/AppellateCourt/2013/1stDistrict/1120327.pdf. The offer here was made…

“Emergency” Illinois Sales Tax Rules

UncategorizedBy William A. Price January 23, 2014

The Illinois Department of Revenue added the place an offer is made, the location of inventory and the location of sales personnel authorized to negotiate and finalize transactions to the location a sale is accepted for determination of where a sale is taxable. The change was done by “emergency” rule, which means that it is immediately…

New Health Insurance Tax

UncategorizedBy William A. Price January 6, 2014

Small businesses and self-insured individuals are liable for an Affordable Care Act fee that will add 2 to 2.5% to their health insurance premiums this year, according to the Wall Street Journal, http://tinyurl.com/m64n28j The fee does not apply to employers who self-insure. The fee is also not deductible from individual or corporate taxable income. What…

Hundreds of New Regulations

UncategorizedBy William A. Price January 6, 2014

Regulations.gov lists 537 new or final federal rules published in the last 30 days. 517 proposed rules from all publishing dates are still open for comment. These include environmental regulations making coal fired power plants almost impossible to build and home woodstoves much more expensive. Banks and other financial institutions face new Dodd-Frank law regulations.…

All Regulations Are Local

UncategorizedBy William A. Price January 6, 2014

Uber, a location-based limo service, has been excluded from many of the top 20 U.S. cities by local government regulations. See http://eeditionmobile.chicagotribune.com/Olive/Tablet/ChicagoTribune/SharedArticle.aspx?href=CTC%2F2014%2F01%2F06&id=Ar04100. The cab companies it displaces have fought back with new regulations designed to delay service, with lawsuits, and, indeed, with everything except lower prices and better service. What does this mean for your…

“Significant” British Medical Journal Study

UncategorizedBy William A. Price December 24, 2013

“The Survival Time Of Chocolates On Hospital Wards: covert observational study” http://www.bmj.com/content/347/bmj.f7198 This just cries out for cross-disciplinary (law, dentistry, etc…) study and observation. It is possible that lay persons could participate. Merry Christmas Eve, Bill

Personal Liability For Wages

UncategorizedBy William A. Price December 17, 2013

A business buyer from Ohio who failed to pay the agreed salary of the former owner of the DuPage Business ledger was held personally liable for the debt, despite the bankruptcy of the Business Ledger, based on the Illinois Wages Act. The court found long-arm jurisdiction over the buyer, even though he lived out of…