Preccelerator® Program Company Napkin Finance is Now in Spanish!

Napkin Finance Preccelerator Program Company Napkin Finance is proud to announce that its site is now available in Spanish.

“Our new Spanish site is designed to help empower Spanish-speakers to take control of their finances through the Napkin Finance platform.” – Tina Hay, Founder

Readers can browse by topic, including everything from investing to insurance, or by life events, such as buying a home, getting married, or planning for retirement. In partnership with Michelle Obama, their Reach Higher course has also been translated into Spanish, providing information on how to seize opportunities for financial aid.

Visit their new site here.

About Napkin Finance 
Napkin Finance is a multimedia company that grew out of a need for a better way to learn and understand finance. The Napkins were inspired by challenges the founders faced as visual learners in a world of numbers and text. Starting from one sketch on compound interest, Napkin Finance was born. The platform has now grown into an extensive library with content across a wide range of topics. Today, they are thrilled to be launching their Spanish site.

Check out Napkin Finance below:




For more about the Preccelerator® Program or to apply,  contact Heidi Hubbeling, COO at (310) 746-9803 or


Preccelerator® Program Company RentSpree Partners with BHGLAAR

BHGLAARCongratulations to Preccelerator® Program Company RentSpree for their new partnership with The Beverly Hills and Greater Los Angeles Association of REALTORS® (BHGLAAR.) This new partnership will allow all 9,700 members of BHGLAAR access to RentSpree’s online platform that makes it easy to for agents to collect completed application profiles on prospective applicants.

RentSpree iBHGLAARs a Los Angeles-based real estate tech startup that created a proprietary platform allowing agents and brokers to easily collect rental applications and screen tenants. The award-winning tool automates the lease application process for agents by providing a 24/7, one-stop system for screening applicants.

To read the full post on BHGLAAR’s site visit here.

Check out RentSpree below:




For more about the Preccelerator® Program or to apply,  contact Heidi Hubbeling, COO at (310) 746-9803 or



Startup Game Changers Panel – Los Angeles 2017

Startup Game Changers Panel - Los Angeles 2017Startup fundraising can be an arduous journey. Wouldn’t it be easier if you had your own team of guides to help you along your way?

Team startup to the rescue!

Our team of VCs, financial consultants, bankers, and lawyers has collectively helped walk thousands of companies down the fundraising path — from identifying the best funding source to negotiating the best terms.

Now we’d like to share our common wisdom with you, to help take some of the pain and confusion out of the fundraising process.

Friday, August 4, 2017 from 11:30 AM to 1:30 PM

Join us for this 2-hour session during which we’ll cover:

  • The process of a raise
  • Pre-money and post-money valuation
  • Understanding dilution
  • Negotiating your best VC deal
  • Term sheets: what you need to know
  • And more!

Our distinguished panelists for this event are:

Moderator: Caroline Cherkassky, Stubbs Alderton & Markiles, LLP

Peter Moon, Square 1 Bank
Chris Fitzjarrald, Trinet
Rudy Barthelemy, Early Growth Financial Services
Doug Sills, Moonshots Capital
Frank Grant, Interstate VC
Alex Rubalcava, Stage Venture Partners
Virginia  Schmitt, B Capital Group

Come prepared to ask questions, to network, and to learn how to take your startup to the next level.

Brought to you by:



Preccelerator Program Company RentSpree Teams Up with Mississippi REALTORS®


Preccelerator® Program Company RentSpree announced this week their new partnership with Mississippi REALTORS®. RentSpree’s service simplifies the leasing process and is available at no charge to REALTORS® as a member benefit.

To  read the full press release visit here.

RentSpree About RentSpree:
RentSpree is a Los Angeles-based real estate tech startup company that has created a proprietary platform allowing agents and brokers to easily collect rental applications and screen tenants.  The award-winning tool optimizes the time intensive chore for renters applying for multiple properties and automates the process for agents who need to screen applicants.

Check out RentSpree below:



For more about the Preccelerator® Program or to apply,  contact Heidi Hubbeling, COO at (310) 746-9803 or




SAM Partner Kevin DeBré Speaking at FirstFridays @ UCLA TDG “Secrets of Startup Success”

Stubbs Alderton & Markiles’ Partner Kevin DeBré will be featured as a speaker at
UCLA FirstFridays on “Secrets of Startup Success.”
The event will be Friday, August 4th at  10889 Wilshire Blvd., Suite 820-20.

UCLA Technology Development Group (TDG) hosts a monthly educational series and mixer called UCLA TDG FirstFridays.

The continental breakfast event will occur on the first Friday of every month from 9:00-10:30 in our conference room Suite 820-20, 10889 Wilshire Blvd.

The purpose of the event is to provide an opportunity for the campus and local communities to come and meet with our staff and interns, to hear a brief presentation on a variety of topics relevant to intellectual property and entrepreneurship at UCLA and to ask questions and network.

About Kevin DeBré
Kevin represents entrepreneurs and startup companies in building successful businesses. He is a corporate and intellectual property attorney and a partner at Stubbs Alderton and Markiles, LLP, a full-service, Los Angeles-based business law firm representing many of Southern California’s most promising emerging growth technology companies. Kevin structures and negotiates equity and debt investment transactions, technology development deals and commercialization agreements and ventures for monetizing intellectual property assets. Prior to Stubbs Alderton, Kevin was a partner in leading international law firms, including Brobeck Phleger & Harrison, LLP, where he headed the firm’s technology transactions practice in Southern California. Kevin is a registered patent attorney and worked as an engineer before law school. He served as a judicial law clerk for Hon. John G. Davies, United States District Court for the Central District of California and received his J.D. degree from Hastings College of the Law and his B.S. degree from the University of California, Davis.

We encourage you to attend!


Is a Pension Plan the Right Potential Investor For Your Company?

Pension Plan There are more than $25 trillion dollars in U.S. pension plan assets as of December 31, 2016.[1]  To a company (for purposes of this article the entity seeking pension plan investment is referred to as the “Company”) seeking investment capital, pension plans may be important potential investors.  This blog article identifies two important considerations when seeking pension plan investment:  1.  Will the assets of the Company be considered “plan assets”? and 2. Will an investment in the Company result in an income tax liability for the investing plan?

PLAN ASSETS:    The first hurdle is whether the Company’s assets will be considered “plan assets” and what are the implications if the Company’s assets are regarded as plan asset?  The general rule is in general that a portion of the Company’s assets will be treated as plan assets in percentage that pension plan investment bears to all investment.[2]  As having the Company’s assets treated as plan assets turns the Company’s management into plan fiduciaries, plan asset treatment is to be avoided.  To avoid a portion of its assets being treated as plan assets of the investing plans, the Company must meet one of the exceptions listed in the plan asset regulation.[3]

  1.  Debt. The plan asset regulation applies to equity and equity-participating debt instruments.  Straight debt is not subject to the plan asset regulation.[4]  Convertible debt is only treated as equity on conversion unless the conversion feature is more than an incidental feature of the debt instrument[5].   Relying on the determination that the conversion right in a debt instrument is “incidental” would be risky.
  2. Publicly offered security. The plan asset regulation exempts a class of security that is sold to the public under a registration statement effective under the Securities Act of 1933[6] and that is registered under Section 12(b) or 12(g) of the 1934 Act within 120 days after the end of the fiscal year in which the registration statement was declared effective.[7]  To avoid manipulation of this exception, a publicly offered security must have a minimum investment of $10,000 or less and be held by 100 or more investors independent of the Company.[8]
  3. Operating company. The plan asset regulation exempts equity securities issued by an “operating company”.  The plan asset regulation gives no helpful guidance on what would constitute an “operating company.”[9]  Instead, the plan asset regulation offers two safe harbors, for a venture capital operating company[10] and for a real estate operating company[11].   A venture capital operating company is a company 50% or more of whose assets are securities of companies in which the company obtains and actually exercises management rights.[12]  A real estate operating company is a company 50% or more of whose assets consist of real estate that the company manages and develops.[13]  Real estate that is net leased on a long term basis is not considered “managed” for purposes of qualifying for the real estate operating company safe harbor.[14]  On the other hand, where the Company has the obligation to maintain and operate the real estate and hires a manager on a short term basis, the Company may still be a real estate operating company.[15]
  4. No significant participation. Probably the most relied on exception from the plan asset rules is the no significant participation exception, meaning that at all times pension plans hold less than 25% of the value of any class of equity interest in the Company.[16]  Investment in the Company’s securities by the Company’s sponsor or managers is ignored.  The effect of that computational rule is to make it harder to meet the test for not significant participation.  If the Company raises $1,000,000 in capital, $200,000 from a pension plan and $200,000 from management, the pension plan’s investment will be 25% (200,000/800,000), with the investment by management being excluded from the calculation.  On the other hand, if a manager were to invest through his IRA or 401K, that investment would be included in the aggregate pension plan investment in the Company.[17
  5. Tax implications of plan asset treatment. If the assets of the Company are treated as pension plan assets—because none of the exemptions in the plan assets regulation has been met—the managers of the Company will be deemed fiduciaries[18] of the plan assets under management. Use of the plan assets to benefit the Company’s managers would be susceptible of being treated as a prohibited transaction, with the Company’s managers potentially liable for a 15% penalty excise tax imposed on the investment.[19]  That tax rate jumps to 100% of the amount involved if the transaction is not reversed by the time the IRS issues a notice of deficiency to the fiduciaries with respect to the prohibited transactions.[20]
  6. ERISA Fiduciary implications of plan assets treatment. Section 406 of the Employee Retirement Income Security Act of 1974 (“ERISA”)[21] creates a civil cause of action against plan fiduciaries and in appropriate cases against non-fiduciaries who are “parties in interest.”[22] If a plan suffers an economic loss in a transaction that involved a prohibited transaction, the fiduciaries can expect to be required to personally restore those losses.  With that understanding, no entrepreneur should want pension plan investors without assurance that the entrepreneur will not be a fiduciary to the pension plan investors, meaning management of the Company should be motivated to avoid plan asset treatment.

UNRELATED BUSINESS INCOME.  Another issue for pension plan investors, completely apart from the prohibited transactions discussed above, is the determination of whether an investment in a Company will generate unrelated business income (“UBI”)[23] for the pension plan or exempt organization investor.  As noted above, an operating company is not subject to plan asset treatment, but an operating company may well generate unrelated business income.[24]  Income from a business that an exempt organization or pension plan operates or invests in is treated as UBI.  UBI less allowable deductions results in unrelated business taxable income, upon which the unrelated business income tax is imposed[25].

Income from dividends, interest, royalties, rents and capital gains are excluded from UBI[26].  Rents of personal property and rents based on the income or profits of any person are includible in UBI.[27]   A portion of dividends, interest, royalties, rents and capital gains derived from debt-financed property will be included in UBI.[28]

The allocation of net profits to an investing pension plan by a limited liability company (“LLC”) or other partnership that itself conducts an operating business will be treated as UBI to the investing Plan.[29]  A plan really has three choices when considering an investment, (a) avoid an investment in an active business through a pass-through entity like an LLC, (b) invest in an active business through a pass-through entity and pay the tax on the UBI, or (c) form a wholly-owned C corporation to hold the interest in the operating LLC (generally known as a blocker corporation).  Where a sponsor is promoting an investing in an operating business through a pass-through entity, the sponsor itself may form the blocker corporation through which plans, exempt organizations and foreign taxpayers may invest.

As a general rule, the purchase of an interest in an investment that would otherwise be exempt from UBI, for instance because it generates royalties, dividend, interest or rents, by incurring debt or buying subject to debt will cause a portion of the income to be taxed as UBI.[30]  The determination that an investment constitutes “debt financed property” that will cause a portion[31] of the income from the investment to be UBI can be made at the investing plan level and at the investment level.  For example, if a plan borrows to buy a corporate bond, a portion of the interest from that bond will debt-financed property.  In addition, if a plan invests in an LLC that borrowed to acquire an asset, the debt-financed character of a portion of the income will be passed through to investing plans.

Section 514 provides a limited exception from acquisition indebtedness treatment for mortgage debt secured by real property owned by a “qualified organization”.  The term “qualified organization” includes (a) a charitable educational organization, (b) a pension trust, (c) a corporation formed to hold real estate for a pension plan or charitable educational organization, and (d) a church retirement income account.[32]  If a partnership or LLC will acquire real estate subject to mortgage debt, as is typical, the sponsor may make the investment more attractive to potential pension plan investors by satisfying the requirements for partnerships to avoid debt financed income for investing plans in the LLC’s operating agreement or the limited partnership’s limited partnership agreement.[33]

Pension Plan Michael Shaff joined the firm in 2011 as Of Counsel. He is chairperson of the Tax Practice Group.Michael specializes in all aspects of federal income taxation. Mr. Shaff 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 chair of 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. Michael received his A.B. at Columbia College in 1976, his J.D. from New York University School of Law in 1979 and his LL.M. in taxation from New York University School of Law in 1986. He is admitted to practice law in the States of California, New York and Massachusetts and is a member of the Orange County Bar Association.

For more information about our Tax & Estate Planning practice, contact Michael Shaff at 

[2]   29 C.F.R. §2510-3.101(a)(2)(second sentence); the first sentence of subsection (a)(2) establishes the “general rule” that a pension plan’s assets consist of its investment but not the underlying assets of the entity.  The second sentence relegates that rule to being an exception.
[3]  29 C.F.R. §2510.3-101 will be referred to as the “plan asset regulation” in this article.
[4]  29 C.F. R. §2510-3.101(b)(1).
[5]  29 C.F.R. §2510-3.101(j)(example 1).
[6]  As Regulation D is an exemption from registration pursuant to Section 5 of the Securities Act of 1933, securities offered pursuant to Rule 504 or 506 would not satisfy this part of the plan asset regulation.
[7]  29 C.F.R. §2510-3.101(b)(2).
[8]  29 C.F.R. §2510-3.101(b)(3) and (4).
[9]  29 C.F.R. §2510-3.101(c)(1): “An ‘operating company’ is an entity that is primarily engaged, directly or through a majority owned subsidiary or subsidiaries, in the production or sale of a product or service other than the investment of capital.”
[10]  29 C.F.R. §2510.3-101(d).
[11]  29 C.F.R. §2510.3-101(e).
[12]  29 C.F.R. §2510.3-101(d)(3).|
[13]  29 C.F.R. §2510.3-101(e).
[14]  29 C.F.R. §2510.3-101(j)(example 7).
[15]  29 C.F.R. §2510.3-101(j)(example 8).
[16]  29 C.F.R. §2510.3-101(f).
[17]  29 C.F.R. §2510.3-101(f)(1).
[18]  26 U.S.C. §4975(e)(3).
[19]  26 U.S.C. §4975(a)).
[20]  26 U.S.C. §4975(f)(2).
[21]  29 U.S.C. §1106
[22]  Harris Trust Savings v. Salomon Smith Barney Inc., 530 U.S. 238 (2000).  Salomon Smith Barney acted as broker for a pension plan’s fiduciary, executing trades that constituted self-dealing prohibited transactions.  (Id.)  The Supreme Court found that although not a fiduciary, Salomon Smith Barney was a party in interest and therefore could be sued for the plan’s actual damages, effectively making the defendant the insurer of every transaction that the fiduciaries engaged in.
[23]  Internal Revenue Code (I.R.C.), 26 U.S.C. §511-514.
[24]  I.R.C. §512(a).
[25]  Id.
[26]  I.R.C. §512(b).
[27]  I.R.C. §512(b)(3).
[28]  I.R.C. §511(a)(1).
[29]  I.R.C. §512(c)(1).
[30]  I.R.C. §514(a).
[31]  In short, the ratio that average acquisition indebtedness bears to the average basis of the debt financed property will determine the portion of the income from the debt financed property that will be UBI.  As the amount of debt and the adjusted basis of the debt-financed property change, the portion of the income treated as UBI will change. I.R.C. §514(a).
[32]  I.R.C. §514(c)(9)(C).  The exemption for these organizations may reflect Congress’s determination that pension plans and certain educational institutions often invest in leveraged real estate.
[33]  I.R.C. §514(c)(9)(E).


Preccelerator Program Company Tapp That App Featured on StartupSac PodCast

Preccelerator Program company Tapp That App founder Charlie Hinojosa was featured on StartupSac‘s podcast to discuss how his company is addressing the mobile app discovery market.  Startup Sac is a featured news and podcast platform for Sacramento, CA startups.

About Tapp That App
At Tapp That App they’re passionate about finding great apps, but they know it can be difficult. So they’ve set out to solve the problem of mobile app discovery by combining social networks with app marketplaces. By doing so they allow users to satisfy their curiosity and developers to take part in one of the most powerful purchase motivators around: seeing the apps their friends and influencers are using.  Visit 

To learn more about the Preccelerator Program, contact Heidi Hubbeling at or visit



Preccelerator® Program Company RentSpree added to CRMLS Marketplace

RentSpreeCongratulations to Preccelerator® Program Company RentSpree on being added to CRMLS’s Marketplace. RentSpree is an integrated MLS tool that allows agents to automate and streamline the tenant verification process. Within minutes, agents have access to a completed rental application, full credit report and score, and criminal background check along with a national eviction report.

The California Regional Multiple Listing Service (CRMLS) works to connect real estate professionals throughout the state of California. Through powerful best-in-class MLS tools, CRMLS provides real estate professionals with authority and high visibility in a constantly evolving, highly-competitive industry.

To read the full press release visit here. 

Check out RentSpree below:




For more about the Preccelerator® Program or to apply,  contact Heidi Hubbeling, COO at (310) 746-9803 or


SAM Encourages You to Attend “Women in LAVA and Global LAVA Present: Moving your business to the USA”

Women in LAVAWomen in Lava and Global LAVA invite you to a panel discussion on establishing or moving your business, as an expat, in the USA. Los Angeles is an international city with over 225 languages spoken and immigrants owning 33% of businesses in California. So how does one establish themselves in Los Angeles? Join our panelists in this lively discussion covering topics such as starting from scratch, international IP, taxes, cultural and language barriers and immigration law and current USCIS regulations.

11 Jul 2017
6:30pm – 8:30pm PDT

Our Panelists include:
Allison-Claire Acker, Esq.
Immigration Law
Wolfsdorf Rosenthal, LLP

Allison-Claire Acker is a 1988 graduate of the UCLA School of Law, and was recently named Southern California’s Top Female Attorney of the Year by Los Angeles Magazine. She has over twenty-five years of immigration law experience, counseling individuals and corporations with regard to all aspects of entertainment, family and employment-related immigration law. Ms. Acker assists both individuals and corporate clients to obtain both non-immigrant and immigrant visas in almost every US immigration category. She advises corporate clients regarding the immigration consequences of mergers and acquisitions. She also represents foreign investors with regard to visa options.
Ms. Acker is a noted speaker at immigration conferences, seminars and local universities. She is also the author of several immigration related articles. She is currently in charge of the immigration section of the Santa Monica Bar Association as well as one of its trustees, in addition to being a member of the Los Angeles County Bar Associations Immigration section, the American Immigration Lawyers Association, the Mexican American Bar Association and the Japanese American Bar Association. Most recently, Ms. Acker was AILA’s Southern California Chapter Advocacy Event Co-Chair. She has also been reappointed as an Advisory Committee member to the Santa Monica Mountains Conservancy, representing the County of Los Angeles. Ms. Acker also served on the UCLA School of Law Alumni Board of Directors.

Dr. Tatianna Kolpakov, M.D.
Wellness Pro

Tatiana Kolpakov is a Medical Doctor and a co-founder of a nutritional company, WellnessPro. As a third generation medical doctor, Tatiana began to develop an appreciation for proper nutrition and preventative medicine. In 1999, she moved to the US with her husband and started an international nutritional company – WellnessPro. WellnessPro manufactures high-quality nutritional products and supplements for general health, wellness and weight-loss. From an idea to scale, Tatiana understands what it takes to start and develop and enterprise in the US and looks forward to sharing her experience.

Connie Chang Scotti, CPA
International Tax Senior Manager
Moss Adams LLP

Connie is a Senior Manager in the International Tax Service Group at Moss Adams LLP and works on some of the firm’s most complex engagements—coordinating global services and consulting with taxpayers on the worldwide tax implications and planning opportunities for their international assignments and business ventures.
Connie works closely with international legal and accounting professionals to coordinate cross‐border planning and compliance for individuals, trusts, estates, and closely‐held businesses. She serves as an integrated international business advisor and works at optimizing the worldwide effective tax rate and reducing foreign taxes through tax efficient financing, efficient cash management, and repatriation of earnings to the U.S. American Institute of Certified Public Accountants, California Society of Certified Public Accountants Society of Trust and Estate Practitioners.

Panel Leader:
Laurelle Johnson

Laurelle, Co-Founder of works closely with expat spouses, co-joint and partners to adjust to the daily American way of life. In addition she offers investment visa business plans and strategic sales initiatives. She has worked with the start-ups, the last 11 years, in the communities of Santa Monica, Venice and Playa Vista. She offers a comprehensive program to identify and guide the spouse, co-joint, partner to new areas of interest, employment and adjustment to USA social life. She was born in Los Angeles to French parents who taught her the beauty of the French culture and language. Her worldwide travels gives her a deep appreciation of all cultures and a knowledge on how to bridge the gap with American way of life.


Preccelerator® Program Company RentSpree Wins “Best of LA 2017” Award

RentSpreeCongratulations to Preccelerator® Program Company RentSpree on winning the “Best of LA 2017” Award for Best Real Estate Tech Startup. The Best of Los Angeles Awards celebrate, “the most buzz-worthy people, places, and things” across Los Angeles. RentSpree is a tool that automates and streamlines the process of applying to rental properties for both renters and real estate agents.

The RentSpree team consists of three Graziadio alumni who graduated last year from the full-time MBA program. The company was founded in March 2016 and is part of the Stubbs Alderton and Markiles Preccelerator Program. Their vision is for renters to be able to seamlessly apply and be accepted to any property all from the comfort of their own homes. This is an apartment listing website that allows renters to submit multiple applications and non-damaging Transunion credit reports. 

Check out RentSpree below:




For more about the Preccelerator® Program or to apply,  contact Heidi Hubbeling, COO at (310) 746-9803 or