SAM Preccelerator Program Presents: “Technical Debt: The Silent Startup Killer” with Evan Dorn

Join Stubbs Alderton & Markiles, LLP
For this Exclusive Event!



“Technical Debt:
The Silent Startup Killer”


Taking out a loan or using your credit card offers short-term advantages in return for long-term costs — debt and interest. Short term decision-making with software has equivalent consequences: ‘get it done by Friday’ often leads to bad code that will accrue interest by making all future tasks take longer.

Programming teams are always under pressure to deliver quickly, so the effect is universal. The resulting ‘technical debt’ is just as deadly to your bottom line as financial debt, but isn’t visible on any balance sheet and so is hard to manage well. Ignored or misunderstood by leadership, tech debt often progressively worsens until the software becomes unmanageable and the company fails.

Learn how technical debt happens, the risks it poses to your company, and how to control and manage it. This talk is aimed more at a management audience than a technical audience.


Thursday, October 15, 2015
**Food, Drinks & Networking Included!**






A former engineer and scientist, Evan Dorn is now a 20-year web development veteran who has been part of over 50 web development projects including a dozen startups. His company, Logical Reality Design, Inc. specializes in fast builds of startup MVPs and rescues of troubled software projects that have gotten into the weeds with poor code or poor process. Evan is a boardgame fanatic and devoted lover of Pasadena. He received his Ph.D. in Computation and Neuroscience from Caltech and has resided in the area for 18 years.


Stubbs Alderton & Markiles, LLP
1453 3rd Street Promenade, Suite 300
Santa Monica, CA 90401

4th Street/Broadway ramp or in the Santa Monica Place Mall

We hope to see you there!

Startup Formation – 4 Points to Consider When Deciding to Form Your Startup as a California or Delaware Corporation

Tim PoydenisTim G. Poydenis is an associate of the Firm and was formerly an associate of Stradling Yocca Carlson & Rauth, P.C. in Santa Monica.  Prior to Stradling, Tim was an associate and baseball sports agent at Beverly Hills Sports Council. Tim’s practice focuses on corporate matters, including venture capital financings, mergers and acquisitions, private equity transactions and general corporate and business matters.  Tim also advises emerging growth and development stage companies on entity formation, corporate governance and day-to-day corporate matters.


A preliminary (legal) question that startup companies typically want answered is where they should form their startup entity.  With the rise of “Silicon Beach” in the LA market, this question often arises in the context of whether a company that has set up shop in LA should form a California or Delaware corporation.[1]  There are several items to consider in answering this question and while there is often no “right” or “wrong” answer, here are four common discussion points.

  1. Certainty in Law:

The Delaware General Corporation Law (“DGCL”) is a current and internationally recognized corporation statute that is frequently updated to account for new legal and business developments.  In addition, Delaware has well-developed case law that has been authored by top judges in the field.  Aside from the readily apparent benefits of the foregoing (e.g., a corporation being able to guide its formation and activities consistent with the DGCL and developed case law), litigation related to a Delaware corporation’s corporate activities is often less likely to occur than with a California corporation as the DGCL and past Delaware case law likely already address a substantially similar dispute or issue that may arise (and thus litigation may be unnecessary).  Accordingly, Delaware edges out California with regard to this point.

  1. Investor and Buyer Preference:

Whether it is early in a startup’s evolutionary path with raising money from friends and family, late round financings, or an eventual exit, potential investors and buyers typically prefer that a company be formed as a Delaware corporation. Delaware is preferred for many reasons that include, but are not limited to: the DGCL is an internationally recognized business corporation statute that is updated regularly; there is well-developed case law analyzing various provisions of the DGCL; the Delaware Court of Chancery is considered by many to be the leading business court; and, simply put, most investors and buyers are more comfortable with a Delaware corporation since they are likely accustomed to seeing Delaware corporations in transactions rather than California corporations.  As a result, potential investors and/or buyers may require that a California corporation convert to a Delaware corporation as a condition precedent to the funding of an investment or a closing of an acquisition.  Although the conversion mechanics are not overly burdensome, it is often better to have a Delaware corporation from the outset to avoid additional hurdles and/or action items to process that may later delay the closing of a needed financing or pending acquisition.

  1. Efficiency of the Secretary of State:

The Secretary of State of the State of Delaware is generally thought of as the most efficient secretary of state in the US.  From same-day filings, to expedited one-hour or two-hour filings, to a customer friendly and knowledgeable support staff, the Secretary of State of the State of Delaware takes away many of the (potential) miscues or headaches associated with transactions that may result from requests directed at the applicable secretary of state.  This is not to say the Secretary of State of the State of California does not offer similar services and expertise (which it does), but the general consensus is that the reliability and speed of the Secretary of State of the State of Delaware is preferred.

  1. “Quasi California Corporation

Notwithstanding the fact that a corporation may be formed in Delaware, a Delaware corporation may be subject to certain provisions of the California Corporations Code (the “CCC”).  Section 2115 of the CCC provides that certain provisions of the CCC may apply to a foreign corporation (e.g., a Delaware corporation) if certain factors are met.  One of the factors set forth in the CCC is an assessment of whether more than one-half of the outstanding voting securities of a corporation are held of record by persons having addresses in California, which is often the case with Silicon Beach startups.  This is not to say that a California-based company should incorporate in California if the factors of Section 2115 of the CCC will be met, but this is just another item to consider when determining the appropriate state of formation.

                As highlighted above, there is often no “right or “wrong” answer when it comes to picking the appropriate state of incorporation, but there are many items to discuss (well beyond the 4 highlighted above) with your business, legal and/or tax advisors.

[1]               Please note that the discussion points in this article are limited to Delaware and California corporations.  Information regarding additional jurisdictions and/or entity types available upon request.


This article is intended for informational purposes only and does not constitute legal advice.   For more information regarding your legal needs, contact Tim Poydenis at or (818) 444-4547.

SAM Client HelloTech Raises $12.5M Series A to Expand Its In-Home Tech Support


HelloTech PicStubbs Alderton & Markiles, LLP announced today that it assisted client HelloTech with its $12.5 Series A Financing to expand their in-home tech support.  The funding was led by Madrona Venture Group with participation from Upfront Ventures, CrossCut Ventures, and Accel Partners.  HelloTech closed their $4.5M seed funding in February, bringing their total raise to $17M.

HelloTech is a new on-demand tech support service provided by our fully-vetted team of techs. Each HelloTech Hero is hand-selected, background-checked and completes a variety of tests and assessments. In addition to a complete range of tech support services, we also provide new technology consultation and training. We not only fix problems, we educate and help architect a home’s tech eco-system.

In today’s world of connected devices and the Internet of Things, our mission is to make the newest in technology available and understandable to all. We’re making technology in the home simple.

SAM attorneys Ryan Azlein, Scott Alderton and Caroline Cherkassky represented HelloTech in this transaction.

To view the TechCrunch article, click here.

For more information about our Venture Capital & Emerging Growth practice, contact Ryan Azlein at or (818) 444-4504.

Business Law Breakdown – FCC Issues Guidance for Companies Promoting Apps via Text Message

Nick-Feldman-smNick Feldman’s practice focuses on corporate transactions, including mergers and acquisitions, dispositions, private equity transactions and general corporate matters for both public and private clients, focusing on middle-market and emerging growth companies. In addition, Nick counsels companies in connection with entity formation, corporate governance, federal and state securities laws and compliance, joint ventures, employee incentive plans, executive employment agreements and other executive compensation matters. Nick also serves as an Adjunct Professor at Loyola Marymount University, where he lectures on media law topics.


Text message promotions have long been touted as a marketing jackpot for mobile applications due to their high open rates and short click-path to download—look no further than companies like Lyft for success stories. However, refer-a-friend invitations have also come under fire for violating the Telephone Consumer Protection Act (the “TCPA”), a law originally implemented to crack down on invasive telemarketing. Class action lawsuits that successfully establish that individuals received unsolicited text messages could result in penalties of up to $1,500 per text message.

On July 10, 2015, the Federal Communications Commission released a Declaratory Ruling and Order clarifying portions of the TCPA. In response to petitions from app-based service providers TextMe and Glide, the FCC set out best practices for companies utilizing text message promotions. In doing so, it established that the app user, not the company, may be responsible for initiating the text message in certain scenarios, opening the door for wider use of refer-a-friend text message promotions.

In order to comply with the TCPA, the FCC determined that companies must satisfy a balancing test which requires some direct connection between a person or entity and the sending of the text message. Specifically, the test examines who took the steps necessary to physically send the text message and whether another person or entity was so involved in sending the text message as to be deemed to have initiated it.

Pursuant to the FCC’s 2013 DISH Declaratory Ruling, persons or entities that merely have some minor role in the causal chain that results in the sending of a text message generally do not take the steps necessary to physically send such a text message, and thus are not deemed to “initiate” the text message.

In the case of TextMe, the app’s users invited friends to use the service via text message by engaging in a multi-step process in which the users had to make a number of affirmative choices.  First, they were required to tap a button that read “invite your friends.” They were then able to choose whether to invite all their friends or individually select contacts, and finally they were prompted to send the invitational text message by tapping another button.

The FCC determined that, to the extent that TextMe controlled the content of the advertising message, the company might be liable under the TCPA. Despite that cause for concern, however, the TextMe app users’ choices and actions caused the user to be so involved in sending the text message as to be deemed its initiator. For that reason, TextMe’s invite flow was deemed not to violate the TCPA.

TextMe’s practices contrasted with those of Glide, which sent text message solicitations automatically to all of its app users’ contacts unless a user affirmatively opted out. In that scenario, the FCC determined that Glide initiated the text messages because the app user played no role in deciding whether to send the invitational text messages, to whom to send them, or what to say in them.

Ultimately, not all app providers are exempt from liability under the TCPA. In light of the FCC’s guidance, a company that desires for its users to send text message invitations to their contacts should require the user’s affirmative consent with respect to (1) whether to send a message, (2) who the message is sent to, and (3) when the message is sent. To further limit potential liability, the company should allow the user to determine or modify the language of the invitation message.

It is also worth noting that FCC’s declaratory rulings are not binding on trial courts, but are instead interpreted as persuasive authority. However, due to the limited amount of case law interpreting the TCPA, FCC opinions like this one are the primary source of guidance as to how companies should comply with the law.


For more information about services for your legal needs, contact Nick Feldman at or (818) 444-4541.

SAM Preccelerator Program Presents: “PR for Startups” with Jessica Engholm – ESSE PR



Join Stubbs Alderton & Markiles, LLP
for this exclusive event!



“PR for Startups”


ESSE PR’s founder Jessica Engholm will be providing an in-depth presentation and discussion on how startups can best utilize public relations.

Jessica will address the notorious questions that startups really want answered:

What type of companies need PR? When is it needed? What is the ROI? How much does it cost? Will it increase sales? How long will it take to see results? How should a startup select an agency?

The program will also include an overview of public relations strategies and tactics,  how PR differs between mature companies and startups, DIY methods versus professional services, and the ESSE PR program developed specificaly for startups.

Thursday, September 17, 2015




**Networking with food and drinks to start!**


***SAM Partner Scott Alderton to pass the
Heart Centered Tech Award to This Month’s Honoree***






Jessica Engholm, Founder, ESSE PR


ESSE PR’s Jessica Engholm, best known for avant-garde PR tactics, has worked with some of today’s most revered consumer brands, startups, technology, and entertainment entities. To name a few: HBO, Dove, Wells Fargo, PG&E, celebrities including Al Pacino and Ricky Gervais, Sarah Jessica Parker, as well as non-profits: Boys & Girls Club, Alzheimer’s Research for a Cure, Special Olympics, and UCSF Hospital.

Jessica is the founder and principal of ESSE PR, an agency aiming to redefine standards and practices of public relations. Based out of San Francisco and Santa Monica, ESSE PR has scaled to a network of more than150 publicists since 2009. ESSE’s clients, both established companies, as well as startups in Silicon Valley and Silicon Beach, are regularly featured in media majors including Fortune, Forbes, Wall Street Journal, Tech Crunch, NY Times, and more.

ESSE’s owner, Jessica Engholm has been nominated for PR Week’s 40 Under 40, and is a recipient of PR News’ Platinum Award for digital campaigns.

More information on ESSE can be found at

Additional Career Highlights of Jessica Engholm:

  • September 2012: Secured a partnership between The Officecreator Ricky Gervais and and the the technology startup CloudTalk. Developed a respective campaign that resulted in more than 500 M media impressions, 500,000 product downloads, as well as an API integration with Twitter.
  • March, 2014: Facilitating a partnership between fashion icon Sarah Jessica Parker and a Los Angeles based jewelry e-commerce company WeTheAdorned, resulting in 300 M media views pre-launch.
  • October, 2014: With relevant clients and experience with Silicon Valley startups and venture capitalists, Engholm was tapped as a PR and technical advisor to the HBO series Silicon Valley, Season 2. 


 Sponsored by


Stubbs Alderton & Markiles, LLP
1453 3rd Street Promenade, Suite 300
Santa Monica, CA 90401

4th Street/Broadway ramp or in the Santa Monica Place Mall

We hope to see you there!

SAM Client Atomico Leads $130M Round for ZocDoc at a $1.8B Valuation


ZocDoc announced that it has  closed a round worth $130 million, at a current valuation of $1.8 billion. The investment round was led by SAM client, Atomico, and the Scottish investment firm Baillie Gifford (which is also a Spotify investor), with participation from previous backer Founders Fund.

SAM Partners Ryan Azlein and Murray Markiles represented Atomico for this transaction.

About ZocDoc

ZocDoc is the tech company at the beginning of a better healthcare experience. Each month, millions of patients use ZocDoc to find in-network neighborhood doctors, instantly book appointments online, see what other real patients have to say, get reminders for upcoming appointments and preventive checkups, fill out their paperwork.


Founded in 2006 by Niklas Zennström, a co-founder of Skype, they have made over 50 investments over four continents, including Skype, Supercell, Rovio, Klarna, and The Climate Corporation, with an exclusive focus on the technology sector. Their sector expertise and deep network mean that they know, and have worked with, people across the world who can add value to their portfolio companies.

For more information about our Venture Capital and Emerging Growth practice, contact Scott Alderton at (818) 444-4501 or

Announcing FlashFunders Exclusive Partnership With Intuit’s QuickBooks Small Business Center


Complete Guide to Equity Financing


SAM is proud to announce that FlashFunders has established an exclusive partnership with Inuit’s Quickbooks Small Business Center.  As part of that partnership, Quickbooks and FlashFunders present, “The Complete Guide to Equity Financing.”

To view an informative PDF featuring video interviews and in-depth articles from FlashFunders execs and industry experts, click here.

For more information about FlashFunders, visit


SAM Wire – August 2015

August 6, 2015

SAM Wire

Why Your Exit Strategy Matters 

By: Michael Shaff

Exit strategy, the plan for monetizing or disposing of a business, may seem remote and speculative when organizing a new business.  But it is important to know what exit strategies are available and how those strategies are likely to be taxed depending on the form of entity through which the start up does business.  

 To view the full article, click  here.

 SAM Preccelerator Program Spotlight



Verde Circle develops cloud-based Software as a Service solutions that help you optimize and manage your business operations.

Verde Circle
Verde Circle

Stubbs Alderton & Markiles, LLP Continues to Expand First Class Business Litigation Practice Group

Stubbs Alderton & Markiles, LLP, Southern California’s leading business law firm, has announced that litigator Joshua Stambaugh has joined the firm as a Business Litigation partner in its Sherman Oaks office. The addition of Mr. Stambaugh continues to bolster the growth of the Business Litigation practice, bringing the group to 8 seasoned attorneys.

To read the full press release, click here.

SAM Managing Partner Scott Alderton Honored with Heart Centered Tech Award


Stubbs Alderton & Markiles’ Managing Partner Scott Alderton was presented with the Heart Centered Tech LA Award at the Annual LA Venture Association (LAVA) Meeting on Thursday, July 15th. The award was handed off to Scott from Rich Abronson, last month’s HCTLA Award recipient.  SAM’s involvement in the LA Tech community led by Scott, along with his personal efforts to foster the growth of Silicon Beach and dedication to startups was the basis for this award recognition.

To read the full article, click  here. 

In this session, Len Lanzi will focus on techniques and ways to network in the VC and Angel Community.  We will interact and share best practices on business development and promoting your start-up.

To register, click here.
Issue: 13

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Why Your Exit Strategy Matters

Michael_ShaffMichael Shaff joined the firm in 2011 as Of Counsel. He is the chairperson of the Tax Practice Group.  Michael specializes in all aspects of federal income taxation. He has served as a trial attorney with the office of the Chief Counsel of the Internal Revenue Service for three years. Mr. Shaff is certified by the Board of Legal Specialization of the State Bar of California as a specialist in tax law. Mr. Shaff is a past chairof the Tax Section of the Orange County Bar Association. He is co-author of the “Real Estate Investment Trusts Handbook” published annually by West Group.


Exit strategy, the plan for monetizing or disposing of a business, may seem remote and speculative when organizing a new business.  But it is important to know what exit strategies are available and how those strategies are likely to be taxed depending on the form of entity through which the start up does business.

  1. Sole Proprietorship. If a single entrepreneur does nothing more, he will be doing business as a sole proprietorship.  This is true even when the entrepreneur has adopted a trade name through which he does business, often referred to as a “D/B/A”.   The advantages for doing business as a sole proprietorship include not having to pay taxes and file tax returns for a separate entity and being able to include the results of the sole proprietorship on the entrepreneur’s own tax return.  The only exit strategy, if nothing more is done to transfer the entrepreneur’s business to an entity, would be the sale of the business’s assets.  If the business has inventory and accounts receivable the amount of the purchase price allocated to the inventory and receivables would be ordinary income for the selling entrepreneur.  The purchase price allocated to the intellectual property, going concern value and goodwill would be taxed as long term capital gain for the selling entrepreneur—provided the entrepreneur has conducted the business being sold for at least a year.  The obvious down side to operating as a sole proprietorship is the principal’s personal liability for all of the debts and liabilities of the business.
  1. General Partnership. If two or more participants conduct a business together and they do not form an entity, the result is generally going to be a general partnership.  For example, Charlie agrees to back Delta’s start up business.  Delta does most of the work and agrees that when the business starts to make money, it will repay Charlie’s investment then split the business’s profits on an agreed percentage.  Charlie and Delta may not even realize it, but they have formed a general partnership.  Each partner is responsible personally for the debts and obligations of the general partnership[1].  While it is at least theoretically possible that a buyer would purchase Charlie and Delta’s general partnership interests, the realistic exit strategy, without their doing more, is the sale of the assets of the business.  As in the sole proprietorship, the purchase price of a business sold must be allocated among the business’s various assets.  Both buyer and the sellers are expected to agree on the allocation of the purchase price among those assets[2].
  1. Limited Partnership. A limited partnership is an entity that the participants must affirmatively elect to adopt[3].   Like a sole proprietorship and a general partnership, a limited partnership is a pass-through entity—it does not pay income tax but instead passes its income or losses through to its partners in accordance with the terms of its limited partnership agreement and the terms of federal income tax law.  The general partners of a limited partnership are subject to personal liability for the debts of the limited partnership as would the partners of a general partnership[4].  The limited partners are afforded limited liability.  Like the sole proprietorship and the general partnership, the likely exit strategy is the sale of the business’s assets.  Also, like the sole proprietorship and the general partnership, a limited partnership (or a limited liability company) may contribute its assets or its partners may contribute their limited partnership interests to a corporation generally on a tax-free basis. [5]
  1. Limited Liability Company. A limited liability company (LLC) also is taxed as a partnership, meaning that the deductions from starting up and operating the business may be passed through to the investors who funded them.  A limited liability company affords limited liability to all of its members (except for those who signed personal guaranties of loans, leases or other obligations of the limited liability company).  LLCs and limited partnerships have the flexibility to issue a variety of classes of equity, including series of preferred having convertibility features, put rights in sum, having as wide a variety of terms as an investor and the principals of the business may negotiate.  LLCs and limited partnerships also have the ability to issue profits interests.  Profits interests are a way to give service providers (both employees and consultants) a stake in the appreciation of the company with no tax due on grant, no exercise price and capital gains to the extent realized on exit.  A profits interest is defined as a partnership interest that would yield no distribution if the partnership’s assets were sold at their fair market value immediately after the grant of the partnership interest[6].  Any type of investor may invest in an LLC without adversely affecting the LLC’s status[7]  If a potential buyer of the business buys some or all of the LLC interests, the sellers at least in part must allocate a portion of the sales price to inventory and unrealized receivables taxable as ordinary income. As previously noted, an LLC may convert to a corporation on a tax-free basis (in most cases) if possible buyers would be likely to prefer to use stock as the acquisition consideration. [8]
  1. Summary of Partnership Entities. The general partnership, limited partnership and limited liability company are generally treated as partnerships for tax purposes, meaning that they pass through the taxable income or loss to their equity owners.  The tax benefits of net losses passed through to the partners are subject to (a) the partner having sufficient basis in the partner’s  interest in the partnership (or LLC), (b) the partner being “at risk” for his or her share of the entity’s liabilities and (c) the partner being actively involved in the partnership’s business in order to claim net deductions[9].  In many cases, conducting the business through an LLC is sufficient—it provides (i) a single level of tax, (ii) limited liability and (iii) the ability to grant key employees and consultants incentive compensation without incurring tax for the recipient or the partnership.
  1. Corporations. Corporations are taxed under a completely different set of rules from those affecting partnerships.  Corporations are eligible for tax-free acquisitions when properly structured as (a) a statutory merger, (b) an exchange of stock of the target corporation for voting stock of the acquiring corporation or (c) the acquisition of substantially all of the assets of the target corporation for voting stock of the acquiring corporation[10]  Being able to receive the acquiring corporation’s stock tax-free in an acquisition if the acquiring corporation’s payment in its own stock were taxable, is a very helpful feature, especially when a lockup agreement is in place or the acquiring corporation itself is not publicly traded or is thinly traded—if the acquiring corporation’s payment in its own stock were taxable, the target corporation’s shareholders would be taxed on the value of the acquiring corporation’s stock but would have no way to raise the funds to pay the tax.  When sold, corporate stock yields capital gain or loss unless the seller is a securities dealer[11]  Conversion of a partnership or LLC to a corporation is easy and generally can be accomplished tax free[12].  There are two relevant types of corporations from a tax standpoint, C corporations and S corporations.
  1. C Corporations. C corporations are separate legal and tax entities from their shareholders.  C corporations pay tax at the corporate level and do not pass through any taxable income or loss.  Shareholders are only taxed to the extent that the C corporation pays a dividend distributions out of current or accumulated net earnings.  With certain exceptions[13], the dividends of a C corporation are not taxable when received by a tax-exempt entity and are subject to reduced US income tax withholding when paid to a foreign investor from a country with an income tax treaty with the US[14].  The insulation of shareholders, especially foreign investors and retirement plans, from the tax liability of the C corporation and the C corporation’s ease in being able to issue various classes of preferred stock make C corporations most attractive for important types of investors.  As previously discussed, sales of corporate shares almost always give rise to capital gain or loss and the selling shareholder does not have to allocate the sales price between an ordinary and capital portion.   Corporations are eligible for the tax-free reorganizations described generally in paragraph 6 above.  However, if a C corporation sells its assets to the acquiring corporation, the tax cost can be quite high:  35% federal corporate income tax and 9.84% California state corporate income tax with the net amount subject to tax when distributed to individual shareholders at up to 23.8% at the federal level and up to 13.3% in California.  A shareholder in a C corporation that sells its assets may only net about 40% of the total sales proceeds.
  1. S Corporations. S corporations are in many ways a hybrid cross of C corporations and LLCs.  Net income and net loss of an S corporation is passed through to the shareholders, so in that sense S corporations resemble LLCs as pass-through entities.  S corporations, like any other corporation, offer limited liability for all shareholders.  But S corporations may have only one class of stock[15]   The inability to issue preferred stock or convertible debt is a significant disincentive on the use of an S corporation—the issuance of such a class of securities would result in the automatic conversion of the S corporation to a C corporation.  The hardest restriction on the use of an S corporation is the exclusion of all non-US individuals as eligible shareholders[16] and the limitation of no more than 100 US resident individual shareholders.   As a corporation, an S corporation is eligible for use of the corporate reorganization rules.  Like C corporation stock, the stock of an S corporation generates capital gain or loss when sold.

For more information about exit strategies and their tax ramifications, please contact Michael Shaff at (818) 444-4522 or


[1]   Cal. Corp. Code §16306(a).

[2]   Internal Revenue Code (“IRC”) §1060(b).

[3]   Cal. Corp. Code §15902.01(a).

[4]   Cal. Corp. Code §15904.04(a).

[5]   IRC §351.

[6]    Rev. Proc. 93-27, 1993-2 C.B. 343.

[7]   Some entities like pension plans and IRAs may have to pay tax on the net income allocated to them from an LLC or other partnership that is engaged in an active business.  (IRC §512.)  LLCs and other partnership entities present similar issues for foreign investors.

[8]   IRC §751(a).

[9]   Generally, suspended losses may be claimed as the partnership generates net income or when it is ultimately disposed of.

[10]   IRC §368(a)(1).

[11]   E.g., Biefeldt v. Commissioner (7th Cir. 1998) 231 F.3d 1035.

[12]   IRC §351. Care must be taken to convert to corporate form before undertaking acquisition negotiations.

[13]   Voluntary employee benefit associations, supplemental unemployment compensations plans, social clubs and other exempt organizations that have borrowed to purchase the shares.  (IRC §512(a)(3).)

[14]   See, e.g., United States—Peoples Republic of China Income Tax Treaty (1984), Article 9, Section 2, reducing the withholding on dividends paid by a corporation from one country to a resident of the other from the general 30% withholding rate to 10%.

[15]   Differences in, or even a complete absence of, voting rights are permitted.  (IRC §§1361(b)(1)(D) and (c)(4).)

[16]   IRC §1361(a).

SAM Preccelerator Program Presents: “Networking for Capital” with Len Lanzi

Join Stubbs Alderton & Markiles, LLP
for this exclusive event!



“Networking for Capital”


This session will focus on techniques and ways to network in the VC and Angel Community.  We will interact and share best practices on business development and promoting your start-up.


Eventbrite - SAM Preccelerator Program Presents: "Networking for Capital" with Len Lanzi

Thursday, August 20, 2015



 **Networking and Startup Demos!**

SAM Preccelerator Program participants will have demo tables where they
will showcase their companies. Check them out!



Len Lanzi

Len Lanzi, Executive Director,
LA Venture Association, (LAVA)
Len Lanzi is Executive Director of LAVA, and has over 20 years of non-profit organization management and fund development experience. In his role, he works with the LAVA board of directors to direct the strategic plan and organize educational and informational programs about the venture business environment in the greater Los Angeles region.
Sponsored by
1453 3rd Street Promenade, Suite 300
Santa Monica, CA 90401
Ramp #5 on the Corner of 4th and Broadway
or at the Santa Monica Mall
We hope to see you there!