http://www.ericperkinslaw.com/index.php en eric@ericperkinslaw.com Copyright 2012 2012-02-06T02:09:03+00:00 http://www.ericperkinslaw.com/index.php/whats-new/post/virginia_makes_redomesticating_foreign_llcs_easy/ http://www.ericperkinslaw.com/index.php/whats-new/post/virginia_makes_redomesticating_foreign_llcs_easy/ You form an LLC out of state, but due to a relocation or other changed circumstances, you find yourself (and your business) in Virginia.  Is it necessary to pay multiple states' annual fees, taxes, and other entity maintenance costs?  Perhaps so if you have a business presence in multiple states, but often it is not required and a business owner could enjoy meaningful cost savings by relocating or redomesticating their out-of-state entity to Virginia.  So long as the "other" state in question has a reciprocal redomestication provision in its LLC law, the process in Virginia is quite simple.  Articles of Domestication and a Plan of Domestication are filed in both states with the required filing fees ($100 in Virginia), and the out-of-state LLC officially becomes a Virginia LLC.  This is not a taxable event.  A new EIN is not required.  Contact Eric Perkins for a free discussion and flat fee quote to redmomesticate your foreign LLC to Virginia. 2012-02-06T02:09:03+00:00 http://www.ericperkinslaw.com/index.php/whats-new/post/another_tip_for_the_emerging_pro_tennis_player/ http://www.ericperkinslaw.com/index.php/whats-new/post/another_tip_for_the_emerging_pro_tennis_player/ Tip #4:  Incorporate humor in your media interviews and public appearances.  The right kind of humor, especially self-deprecating humor, can boost your public image and fan base immeasurably.  Among today's top players, Novak Djokovic takes top prize as the pro who most naturally and effectively weaves a fun brand of humor into his interviews, post-match speeches, and the like.  If you become known as an entertaining and engaging interview subject, more reporters will seek you out.  More media expsoure will make your more attractive to sponsors and enhance your endorsement opportunities.  Need help incorporating a little humor into your media talking points?  E-mail or call anytime.  2012-01-31T02:57:33+00:00 http://www.ericperkinslaw.com/index.php/whats-new/post/creative_tips_for_the_emerging_tennis_pro/ http://www.ericperkinslaw.com/index.php/whats-new/post/creative_tips_for_the_emerging_tennis_pro/ This is part of a series of weekly tips for the ATP or WTA touring pro who shows potential to be an emerging tennis star, but is perhaps stuck in the rankings (50-150) and has had difficulty gaining traction with fans, sponsors, advertisers, and other income-producing activities off court. Tip #3:  Give Yourself a Nickname You Like.  In other words, invent your own brand name.  If friends and family know you by some nickname you like, go with it--incorporate it into your interviews, write it on your tennis shoes, print it on t-shirts, whatever.  The media loves nicknames, and if you don't give them one, they'll make up one for you.  I think Bud Collins has a little black book with at least 10 nicknames for every player on tour.  Note to U.S. Open mixed champion Jack Sock--The nickname/branding possibilities for your name are limitless...have fun with it, and the endorsement opportunities will follow. 2012-01-19T01:24:26+00:00 http://www.ericperkinslaw.com/index.php/whats-new/post/another_business_tip_for_the_emerging_pro_tennis_player/ http://www.ericperkinslaw.com/index.php/whats-new/post/another_business_tip_for_the_emerging_pro_tennis_player/ This is part of a new series of weekly tips for the ATP or WTA touring pro who shows potential to be an emerging tennis star, but seems stuck in the rankings (50-150) and has had difficulty gaining traction with fans, sponsors, advertisers, and other income-producing activities off court. Tip #2:  Plan your schedule carefully to reduce risk of injury.  Keeping yourself healthy is perhaps the most important thing you can do as a self-employed, professional athlete to maximize your earnings and the length of your career.  Build enough breaks into your schedule to give your mind and body a break throughout the year.  Exhibitions, appearances, and other income-producing, off-court opportunities can keep you occupied (and well paid), but even still, you can extend your playing career by taking time away from tennis altogether to enjoy other hobbies, volunteer for your favorite nonprofit organization, further your education, etc.  Venus and Serena Williams, Kim Clijsters, and Andre Agassi are all great examples of players who took extended periods of time away from the tour (in some cases voluntarily and in other cases due to factors beyond their control) and returned to the top of the game.  Maximize your potential, protect your body, and extend your pro career through careful scheduling.   2012-01-10T20:13:55+00:00 http://www.ericperkinslaw.com/index.php/whats-new/post/final_sec_rule_updating_accredited_investor_definition_to_become_effective_/ http://www.ericperkinslaw.com/index.php/whats-new/post/final_sec_rule_updating_accredited_investor_definition_to_become_effective_/ On December 29, 2011, pursuant to a requirement in the Dodd-Frank Wall Street Reform and Consumer Protection Act, the SEC issued a final rule updating the “accredited investor” standard under the Regulation D of the Securities Act of 1933.  The new “accredited investor” individual net worth standard under Rule 501(a) excludes the equity value of the investor's primary residence from the $1 million net worth threshold.  This final rule is effective on February 27, 2012.  The full text of the final Rule can be found on the SEC web page (http://www.sec.gov/rules/final/2011/33-9287.pdf). Many Regulation D sponsors have already updated their offering documents to take into account this revision, but determining whether an investor is accredited is an important issue because most Regulation D private offerings are promoted as being open only to accredited investors, and this change to Rule 501 necessarily reduces the universe of accredited investors. 2012-01-10T20:03:55+00:00 http://www.ericperkinslaw.com/index.php/whats-new/post/tips_for_atp_or_wta_touring_pros_looking_to_build_their_brand/ http://www.ericperkinslaw.com/index.php/whats-new/post/tips_for_atp_or_wta_touring_pros_looking_to_build_their_brand/ This is a new series of weekly tips for the ATP or WTA touring pro who shows potential to be an emerging star, but seems stuck in the rankings (50-150) and has had difficulty gaining traction with fans, sponsors, advertisers, and other income-producing activities off court. Tip #1:  Embrace social media.  As a professional tennis player, you have the relatively unique opportunity to build a worldwide network.  Cultivating that network requires an active commitment to social media networking.  You need a strong presence on Facebook, LinkedIn, and Twitter at a minimum.  Ideally, you have your own web site regularly updated with photos and content from your daily experiences as a professional athlete.  This can be done without significant expense, but the long-term returns can be enormous.  2012-01-03T13:32:01+00:00 http://www.ericperkinslaw.com/index.php/whats-new/post/virginia_business_magazine_lists_eric_perkins_as_a_2011_virginia_legal_elit/ http://www.ericperkinslaw.com/index.php/whats-new/post/virginia_business_magazine_lists_eric_perkins_as_a_2011_virginia_legal_elit/ Richmond business attorney Eric Perkins has been named by Virginia Business magazine as a member of the 2011 Virginia Legal Elite for Business Law.  Over 1400 ballots from attorneys throughout Virginia were submitted with nearly 3,900 lawyers nominated.  Approximately 20% making the final list of this year's Legal Elite.  Perkins, who specializes in business start-ups, franchising, nonprofit organizations, and Regulation D private placements, also made the Legal Elite list in 2010. 2011-12-13T18:22:53+00:00 http://www.ericperkinslaw.com/index.php/whats-new/post/second_mile_saga_a_big_wake-up_call_to_nonprofit_boards/ http://www.ericperkinslaw.com/index.php/whats-new/post/second_mile_saga_a_big_wake-up_call_to_nonprofit_boards/ Second Mile, the youth charity founded in 1977 by former Penn State assistant football coach Jerry Sandusky, is struggling for its very existence and will likely serve as a classic “worst nightmare” scenario for anyone involved in the nonprofit community for years to come.  To settle the first lawsuit filed against it, the organization agreed not to shut down or shift its assets to another entity without court permission.  The charity is also reportedly laying off employees in the face of a sharp drop in donations, and representatives of well-known advisory board members are resigning and demanding that their names be removed from the Second Mile web site.  Is the organization’s board of directors at risk for being held personally liable?  We shall see.  It is important to note that the primary role of a nonprofit board is to oversee the organization’s activities and affairs, not micromanage every detail.  Such oversight generally requires review of timely and accurate information, reasonable attention from board members, and loyalty to the organization, but it does not require board members to play the role of private investigators as part of their board service to search out misconduct or illegal activity unless specific warning signs of trouble are apparent.  This tragedy underscores the importance of taking nonprofit volunteer service seriously, doing your due diligence before agreeing to serve (e.g., confirming the organization has directors and officers insurance coverage in place), and exercising reasonable efforts to fulfill your fiduciary duties as an officer or director.   Nonprofit Organizations 2011-12-13T18:20:45+00:00 http://www.ericperkinslaw.com/index.php/whats-new/post/penn_state_lesson-organizational_code_of_ethics_and_morals_clauses_in_key_c/ http://www.ericperkinslaw.com/index.php/whats-new/post/penn_state_lesson-organizational_code_of_ethics_and_morals_clauses_in_key_c/ For business owners and nonprofit leaders everywhere, one of many takeaway lessons from the horrifically tragic situation emerging from Penn State University is that having an organizational Code of Ethics (also described as a Code of Conduct) and promoting a culture of ethics and integrity throughout your organization is essential.  While the law is often gray and fuzzy giving people (and their lawyers) plenty of wiggle room to put their own spin on things to rationalize their actions, the boundary between right and wrong is usually pretty clear.  If you are committed to "running a race to the top" with your company or nonprofit organization, then implementing a Code of Ethics can be an effective way of creating and maintaining a culture of integrity in your organization. Similarly, consider including a morals clause in any written agreements with key employees.  Such a clause could be triggered in a situation like this where it may be difficult to prove that someone (e.g., Coach Paterno) violated a law, but has arguably acted (or failed to act) in such a manner as to result in harm to the reputation or goodwill of their employer.  These types of clauses are common in endorsement agreements, employment agreements, and other contracts involving high-profile celebrities and entertainers for obvious reasons (think Michael Vick, Tiger Woods, Lindsay Lohan, etc.).  Finally, a tragedy of this magnitude underscores the importance of having adequate insurance coverage--particularly directors and officers (D & O) coverage.  Rest assured that once the criminal proceedings run their course (if not sooner), a wave of civil litigation will ensue seeking millions in damages for the unspeakable harm allegedly suffered by the victims.  It is not unusual for directors and officers to get named as defendants in civil suits alleging breach of fiduciary duty, negligence, or other causes of action in such a context, and insurance coverage can be invaluable in terms of covering defense costs and legal fees, in addition to protection against a judgment award if liability is found.  2011-11-10T20:25:58+00:00 http://www.ericperkinslaw.com/index.php/whats-new/post/insights_for_regulation_d_sponsors_from_the_2011_reisa_annual_conference/ http://www.ericperkinslaw.com/index.php/whats-new/post/insights_for_regulation_d_sponsors_from_the_2011_reisa_annual_conference/ The REISA Annual Conference offered a lot of great advice for success in the real estate syndication market.  Sponsors, due diligence officers, and other industry experts offered guidance to new sponsors looking to raise capital through Regulation D private placements.  Having worked with Reg. D sponsors for 15 years, it was good to see the industry still values the same basic “best practices” such as:  (i) sticking to your core competency (i.e., if your experience is in retail, don’t be too quick to bring an office project to market, (ii) simplicity sells (don’t get too cute or complicated with your deal structures), (iii) transparency is now more valued than ever (don’t bother trying to hide fees, relationships with affiliates, past regulatory problems), (iv) set reasonable expectations, and (v) a strong commitment to compliance and ethics.  You can request a free copy of Perkins Law’s “Top 25 Tips for Regulation D Sponsors,” on the “Contact Us” page. Real Estate Syndications 2011-10-23T01:40:34+00:00