Stubbs Alderton & Markiles, LLP is pleased to announce that six lawyers have been named to the 2017 Southern California Super Lawyers. Super Lawyers is a rating service of outstanding lawyers from more than 70 practice areas who have attained a high-degree of peer recognition and professional achievement. The patented selection process includes independent research, peer nominations and peer evaluations.
Super Lawyers Magazine features the list and profiles of selected attorneys and is distributed to attorneys in the state or region and the ABA-accredited law school libraries. Super Lawyers is also published as a special section in leading city and regional magazines across the country. Lawyers are selected to a Super Lawyers list in all 50 states and Washington, D.C.
Stubbs Alderton & Markiles, LLP would like to congratulate the following attorneys named to the 2017 Super Lawyers list -
Scott Alderton is a founding partner of the Firm, Managing Partner, and a member of the Firm’s Executive Committee. Scott is co-chair of the Firm’s Venture Capital and Emerging Growth Practice Group and chair’s the Firm’s Interactive Entertainment and Video Games Group. Scott advises both public and private clients across a number of industries, including technology, manufacturing and distribution of goods in commerce, finance, the Internet, interactive video games, and new media industries.
Joe Stubbs is a founding partner of the Firm, and a member of the Firm’s Executive Committee. He is co-chair of the Firm’s Venture Capital and Emerging Growth Practice Group, and of the Firm’s Mergers and Acquisitions Practice Group. Joe practices in the areas of corporate and securities law, emphasizing the corporate representation of both publicly-held and privately-held emerging growth and middle-market companies, venture capital and private equity firms, angel investment groups and investment banks.
Michael Sherman is an accomplished trial lawyer in high-stakes, “bet-the-company” litigation, and has represented both large and early-stage companies as well as entrepreneurs in all facets of business and complex commercial litigation. He has evenly split his litigation practice on both the plaintiff and defense side of cases, has first-chaired numerous trials in complex matters in industries as varied as energy, securities, healthcare, environmental, consumer products, technology, project development/finance, advertising, real estate and apparel, and is highly skilled in class actions and unfair competition law.
Jeffrey F. Gersh is a Partner of the Firm. He has litigated, arbitrated, or mediated complex business and commercial matters, for both plaintiffs and defendants, whether individuals, public or private corporations, partnerships, limited liability companies and/or its members, shareholders and partners, involving various types of disputes, including contract matters, trade secrets, intellectual property (trademarks, copyrights and trade dress) negligence and fraud, employment, real estate, license agreements, the apparel and garment industry, and general business matters.
Kevin D. DeBré is the chair of the Firm’s Intellectual Property & Technology Transactions Practice Group. Kevin advises entrepreneurs and companies that use intellectual property to build their businesses. Kevin has particular expertise in structuring and negotiating technology commercialization and patent licenses, strategic alliances, research and development collaborations, trademark licensing and brand merchandising agreements and manufacturing, distribution and marketing arrangements. He also counsels clients on compliance with data security and privacy laws and regulations.
The official Super Lawyers 2017 publication can be read in its entirety here.
For more information about Stubbs Alderton & Markiles, contact Heidi Hubbeling at or (310) 746-9803.
Peter Csathy to join Board of Directors of Preccelerator®, lead its investment strategy, and oversee anticipated investments
Stubbs Alderton & Markiles and CREATV Media Announce Strategic Alliance to Provide Comprehensive Service Offering to Digital Media and Technology Companies
SANTA MONICA, CA – JANUARY 24, 2017 – Stubbs Alderton & Markiles, LLP, a leading Southern California business, technology and digital media law firm, today announced that it will expand its successful early stage accelerator, the Preccelerator®, to accept a larger group of digital media and technology companies, significantly expand benefits to incoming startups, and look to make strategic investments in these companies and others. Peter Csathy, Chairman of CREATV Media, a leading digital media strategic advisory and business development firm, will join the Board of Directors of the Preccelerator to lead its investment strategy and oversee anticipated investments.
“By partnering with Peter, we will grow the firm’s industry leading Preccelerator® into a full-service platform that not only mentors young companies, but also provides smart venture capital and paths to strategic business development and consulting via CREATV Media,” said Scott Alderton, Chairman of the Preccelerator and Managing Partner of Stubbs Alderton & Markiles, LLP. “While the Preccelerator has seen a lot of success, we want to continue to foster the growth of our early stage companies. By adding more companies, formalizing our class structure, expanding benefits and providing initial seed capital, we will give them a greater shot at success. With Peter’s vast experience and industry leadership, he will lead the investment strategy for these companies.”
To date, the Preccelerator Program has graduated five classes with the majority of the twenty-two companies being accepted into larger accelerator programs and incubators or successfully raising their seed funding round. Stubbs Alderton & Markiles launched the first-of-its kind program to provide select start-ups with co-working space, education, networking, mentorship and sophisticated legal services, with the objective of helping grow a founder’s idea from business concept to a funded company. To apply to the Preccelerator, visit www.preccelerator.com/application.
“Stubbs Alderton’s reputation, entrepreneurial approach and shared vision in growing today’s digital media and technology market, what I call “Media 2.0”, is one of the many reasons we made this happen,” said Peter Csathy, Chairman of CREATV Media. “We deeply believe the growing convergence of content and technology is a worldwide addressable market that requires leading business and legal advisors who think “outside the box”, are deeply connected, move at entrepreneurial speed, and provide access to respected thought leaders and ultimately to smart capital. We aim to bring all of this to our collective client base, and to build CREATV Media and the Preccelerator as launchpad platforms for the world’s next digital media and technology stars.”
The partnership will also look to expand the overall service offering to clients – making available CREATV Media’s deep network of relationships and suite of business development and strategic advisory services and Stubbs Alderton’s deeply-rooted and expanding scope of legal services, led by Greg Akselrud, Chairman of the firm’s Internet, Digital Media and Entertainment practice, and Scott Alderton, Chairman of the Firm’s Venture Capital and Emerging Growth practice.
Stubbs Alderton also announced that Greg Akselrud would join the Board of Directors of the Preccelerator, that Louis Wharton, a law firm partner and current Director of the Preccelerator, would be appointed to President of the Preccelerator, and that Heidi Hubbeling, the law firm’s Director of Marketing and current Director of Operations for the Preccelerator, would be appointed to Chief Operating Officer of the Preccelerator.
About Stubbs Alderton & Markiles, LLP
Stubbs Alderton & Markiles, LLP is a Southern California based business law firm with robust corporate, public securities, mergers and acquisitions, entertainment, intellectual property, brand protection and business litigation practice groups focusing on the representation of, among others, venture backed emerging growth companies, middle market public companies, large technology companies, entertainment and digital media companies, investors, venture capital funds, investment bankers and underwriters. The firm’s clients represent a broad range of industries with a concentration in the technology, entertainment, videogame, apparel and medical device sectors. The firm’s mission is to provide technically excellent legal services in a consistent, highly-responsive and service-oriented manner with an entrepreneurial and practical business perspective. These principles are the hallmarks of the firm. For more information, visit https://stubbsalderton.com.
About the Preccelerator® Program
The Preccelerator® is a novel platform offered to select start-up companies out of the Stubbs Alderton & Markiles, LLP Santa Monica office that provides interim office space, sophisticated legal services, education, networking, mentorship and $250,000 in usable perks from Google Cloud for Startups, Amazon Web Services, and HubSpot among others, with the objective of helping grow a founder’s idea from business concept to funded startup. The program also retains more than 50 active strategic mentors providing free office hours and discounted services, and provides over 50+ educational workshops and networking events each year. The expanded program will accept a greater number of companies in more formalized classes, depending upon where the companies are in their evolutionary growth, expand benefits to accepted companies, and will look to make strategic investments backed by strategic angel investors. To apply to the Preccelerator, visit www.preccelerator.com/application.
About CREATV Media
CREATV Media is a leading digital media and technology focused advisory, consulting and business development firm with offices in Los Angeles, San Francisco, San Diego, New York City, Austin and Germany. The firm’s clients span the digital media and tech ecosystems – from the most innovative startups, to the most storied media companies and brands. The firm uses proven, proprietary methodologies – together with exclusive insights, access and market intelligence – to accelerate Media 2.0-related opportunities and transformational growth. The firm also frequently works with buyers and sellers to maximize M&A – positioning them to achieve the best possible outcomes, identifying potential targets and connecting them to key decision-makers, helping to structure and diligence potential transactions, and advising them every step of the way both pre and post transaction. The firm also organizes, programs and leads customized workshops, live events, pilot programs and start-up innovation labs and demo days. The firm’s ethos of fearless innovation is best summed up by its slogan “Media. Unboxed.” For more information, visit CREATV Media.
Stubbs Alderton & Markiles’ client Laugh Radio, creators of Laugh.ly a stand up comedy streaming service, announced this month that it has raised $2.25 million in their Series Seed financing round. Laugh.ly had previously raised funds through a SAFE note (the less complicated replacement for a convertible note.) The note included $750,000 from the founders, and $1.5 million from investors. Investors included New York Angels, Shark Tank’s Barbara Corcoran, the Wharton Alumni Angel Network, Social+Capital, Backstage Capital, Treehouse Capital, Accelerator Ventures and Atlas Holdings. Congratulations Laugh Radio on this success !
Stubbs Alderton attorney representing Laugh Radio in this transaction was Greg Akselrud.
About Laugh Radio Laugh Radio is changing the way people experience stand up comedy. Their mobile app, Laugh.ly, launched in August 2016 and it will allow big and small name comedians to grow and monetize their fan base. The company has lined up more than 400 comedians whose content will stream on its app, and a total of 20,000 individual tracks. Described as something of a Pandora for comedy, the app can create personalized “radio” stations of comedy, in addition to offering on-demand listening. To check out the app and download Laugh.ly click here.
For over 30 years, partnerships have been subject to unified audit rules that permit the IRS to examine a partnership’s (including an LLC’s) tax return and make adjustments at the partnership level that affect all the partnership’s members. To comply with the existing rules, LLC operating agreements generally provide for the appointment of a tax matters partner and grant that tax matters partner the right to interface with the IRS, the obligation to comply with the requirement to notify the members of the LLC of the commencement of the IRS audit and the terms of any settlement or other disposition.
Effective January 1, 2018, all new and existing partnerships will be subject to new partnership audit rules. The representative of the partnership will be known as the partner representative, dropping the familiar term “tax matters partner”. The applicable statute of limitations on auditing the partnership and making adjustments that will affect all the partners will be determined at the partnership level and will be determined, or extended, at the entity level.[2] The partnership representative may unilaterally extend the statute of limitations with the IRS on behalf of the partnership.[3] A partnership with 100 or fewer partners that in general are US individuals or C corporations may elect out of the unified partnership audit rules.[4] That is a significant increase in the size of a partnership eligible to elect out from the 10 or fewer individual partner limit on electing out of the unified partnership audit rules under pre-2018 law[5]. A partnership with pass-through entities as constituent partners may still qualify to elect out of the new rules if the pass-through entity partner discloses the identities of its members so that the master partnership can determine and certify that it has 100 or fewer direct and indirect partners who are US individuals (or their estates) or C corporations or foreign entities that would be treated as C corporations if they were US entities.[6]
All of the partners will be bound by the terms of any settlement, final audit report or court decision affecting the partnership.[7] In a departure from the prior approach, the income tax deficiency will be computed at the partnership level and assessed against the partnership computed applying the highest individual and corporate tax rate for each partner[8]. This is in contrast to the current rule under which the determination of an adjustment is made at the partnership level but the partners are liable for computing the effect of the adjustment on their own returns.[9] The partnership may opt out of liability for the partners’ taxes with the result that the tax burden will be passed through to the partners and computed at the partner level.[10] The election to opt out of the unified partnership audit rules must be made when the partnership return is filed in most cases.[11]
The partner representative of the partnership will have the standard 90 days in which to file a petition for the US Tax Court to review the IRS’s proposed action.[12] The partner representative, unlike a tax matters partner, does not have to be a partner or LLC member.[13] That new rule may add some flexibility for the sponsor of a syndicated program. Unlike the current rules, there will not be an opportunity for partners to file a petition for a redetermination of a final partnership administrative adjustment.[14] Inconsistent treatment by a partner or member requires notification by the partner reporting inconsistent treatment, similar to current law.[15] The new law has special rules on the timing of the assessment that permit the assessment and collection of a partnership adjustment in the year in which the adjustment becomes and non-contestable.[16] It will be up to the partnership, if at all, to cause the economic cost of the collection of the adjustment to fall on the partners in the partnership for the year audited rather than for the year assessed and collected. By contrast, under existing law, a final partnership administrative adjustment, whenever assessed, affects the returns of the partners for the year or years audited, not the year collected—the collection occurs at the partner level based on the pass-through of the adjustment on the partnership’s tax return for the year audited.
For example, if the IRS audits a partnership’s return for 2015 and the examination is completed in 2018, any adjustment would be reflected in the tax liability of the partners for 2015. Under the new law, when the partnership adjustment is final, the IRS will collect the deficiency from the partnership. An audit of the partnership’s 2018 return might be completed in 2021 and collected at that time, but in the interim between 2018 and 2021 several placements might have added partners who were not investors in 2018 but who would have their share of available cash reduced in 2021.
As a practical matter, LLC operating agreements should reflect these new rules, appoint a partnership representative, describe the partnership representative’s authority to hire professionals, interact with the IRS, inform the partners of any developments and determine whether to elect out of the unified audit rules if there are fewer than 100 direct or indirect partners, and determine what events the partnership representative should be required to inform the partners pursuant to the terms of the operating agreement. Existing LLC operating agreements for LLCs with more than 100 members, with pass-through entity members that cannot or will not reveal their constituent members’ identities or with foreign members should be analyzed to determine if the operating agreement authorizes the manager to conform the authority of the tax matters partner to these new rules when they become effective.
Michael Shaff joined Stubbs Alderton & Markiles, LLP 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.
For more information about the Tax Practice Group, contact Chair, Michael E. Shaff at
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[1] Internal Revenue Code (IRC) §6221 et seq. all as in effect after December 31, 2017. [2] IRC §6232(d)(2). [3] IRC §6232(d)(2). [4] IRC §6221(b)(1). [5] Old Section 6231. [6] IRC §6221(b)(2). [7] IRC §6223. [8] IRC §6221(a). The statute authorizes regulations for adjusting the tax rate to be used when the highest rate is not appropriate. [9] IRC §6225(b). [10] IRC §6225(a). [11] IRC §6227(c). [12] IRC §6235. [13] IRC §6223(a) (“Each partnership shall designate*** a partner (or other person) …”) [14] IRC §6223(b). [15] IRC §6222(c). [16] IRC §6232.
ll this holiday season, SoCal Tech has been sharing the reflections on 2016 from the Southern California's technology ecosystem. Here, they have the thoughts of Scott Alderton of Stubbs Alderton and Markiles, LLP. SAM is a longtime sponsor of Socaltech.com, and represents a wide range of clients, including a significant number of Southern California's most visible startups.
Scott Alderton is a founding partner of the Firm, Managing Partner, and a member of the Firm’s Executive Committee. Scott is co-chair of the Firm’s Venture Capital and Emerging Growth Practice Group and chair’s the Firm’s Interactive Entertainment and Video Games Group. Scott advises both public and private clients across a number of industries, including technology, manufacturing and distribution of goods in commerce, finance, the Internet, interactive video games, and new media industries.
December 2016 -- Stubbs Alderton & Markiles, LLP is pleased to announce that two lawyers have been named to the 2017 Edition of Best Lawyers®, the oldest and most respected peer review publication in the legal profession.
Best Lawyers has published their list for over three decades, earning the respect of the profession, the media, and the public as the most reliable, unbiased source of legal referrals. Its first international list was published in 2006 and since then has grown to provide lists in over 70 countries.
"Best Lawyers is the most effective tool in identifying critical legal expertise," said CEO Steven Naifeh. "Inclusion on this list shows that an attorney is respected by his or her peers for professional success."
Lawyers on the Best Lawyers in America list are divided by geographic region and practice areas. They are reviewed by their peers on the basis of professional expertise, and undergo an authentication process to make sure they are in current practice and in good standing.
Stubbs Alderton & Markiles, LLP would like to congratulate the following attorneys named to the 2017 Best Lawyers in America list:
Scott Alderton- Venture Capital Law
Michael A. Sherman- Commercial Litigation
Scott Alderton is a founding partner of the Firm, Managing Partner, and a member of the Firm’s Executive Committee. Scott is co-chair of the Firm’s Venture Capital and Emerging Growth Practice Group and chair’s the Firm’s Interactive Entertainment and Video Games Group. Scott advises both public and private clients across a number of industries, including technology, manufacturing and distribution of goods in commerce, finance, the Internet, interactive video games, and new media industries.
Michael Sherman is an accomplished trial lawyer in high-stakes, “bet-the-company” litigation, and has represented both large and early-stage companies as well as entrepreneurs in all facets of business and complex commercial litigation. He has evenly split his litigation practice on both the plaintiff and defense side of cases, has first-chaired numerous trials in complex matters in industries as varied as energy, securities, healthcare, environmental, consumer products, technology, project development/finance, advertising, real estate and apparel, and is highly skilled in class actions and unfair competition law.
The official Best Lawyers 2017 publication can be read in its entirety here.
For more information on our Venture Capital and Emerging Growth Practice, contact Scott Alderton at .
For more information on our Business Litigation Practice, contact Michael A. Sherman at .
December 2016 -- U.S. News & World Report and Best Lawyers, for the sixth consecutive year, announce the "Best Law Firms" rankings.
Stubbs Alderton & Markiles, LLP has been ranked in the 2017 U.S. News - Best Lawyers® "Best Law Firms" list and regionally in 1 practice areas.
Firms included in the 2017 "Best Law Firms" list are recognized for professional excellence with persistently impressive ratings from clients and peers. Achieving a tiered ranking signals a unique combination of quality law practice and breadth of legal expertise.
The 2017 Edition of "Best Law Firms" includes rankings in 74 national practice areas and 122 metropolitan-based practice areas. One "Law Firm of the Year" is named in each of the 74 nationally ranked practice areas.
Ranked firms, presented in tiers, are listed on a national and/or metropolitan scale. Receiving a tier designation reflects the high level of respect a firm has earned among other leading lawyers and clients in the same communities and the same practice areas for their abilities, their professionalism and their integrity.
Stubbs Alderton & Markiles, LLP received the following rankings in the 2016 U.S. News – Best Lawyers "Best Law Firms":
Regional Tier 2
Los Angeles
Commercial Litigation
The official Best Lawyers 2017 publication can be read in its entirety here.
SAM Client Hyperator VR Innovation Labs, a Santa Monica Virtual Reality company, announces the launch of their first VR games on Steam. Hyperator’s first VR game is Star Kingdom: The Elements. Players learn how to control and wield elemental energy and magic based on their astrological alignment the day they were born. Players must keep their planets illuminated and protected from the dark fog.
Their second launch is timely for this holiday season. Holiday Simulator - Wacky Sleigh Ride tests your skills to see if you have what it takes to deliver all the presents before the sun comes up. Choose between tossing presents or lumps of coal in this comedic journey in the north pole. It was launched on the Steam network for the HTC Vive and the Oculus Rift. The game will be released on the Oculus store, just in time for the holiday season.
Behind every great startup is a great team. SAM Preccelerator graduates, Charlie Trinh and Jude Belanger, the founders of Hyperator VR Innovation Lab, have been recognized by the CA state senator Ben Allen for their contribution to the enhancement of the LA tech community. Every second Saturday of each month, they host a Premium Virtual Reality event at Expert Dojo in Santa Monica where users can test Hyperator’s VR games, and those of other developers. Also, they have a Virtual Reality Apprenticeship Program that lowers the barrier to entry for new virtual reality programmers. The Premium Virtual Reality events and Apprenticeship Program can be found on Eventbrite. For more information about Hyperator VR, visit www.hyperator.com
SAM Client and Digital-video studio New Form announced this week that it has raised $18 million in second-round funding from the U.K.’s ITV and Discovery Communications, with ITV taking a minority stake in the company. In addition, with its investment ITV entered into a strategic partnership with New Form, which includes a multiyear commercial agreement that will bring New Form content to the ITV Hub starting in 2017. Congratulations to New Form on this success!
Stubbs Alderton attorneys representing New Form in this transaction were Greg Akselrud and Kelly Laffey.
To read the full feature in Variety Magazine, click here.
For more information about our Internet, Digital Media & Entertainment Practice, contact Greg Akselrud at or (818) 444-4503.
The Obama Administration and the Department of Labor (DOL) enacted the “Overtime Final Rule” regulation 6 months ago, which was supposed to be effective as of December 1, 2016. However, in the recently consolidated pending cases Nevada v. U.S. Department of Labor and Plano Chamber of Commerce v. Perez, on November 22, 2016, the United States District Court, Eastern District of Texas enjoined enforcement of the Final Rule. The Court upheld the challenges against the Final Rule based on arguments in support of the 10th Amendment – limiting the power of the federal government over the states. It appears the DOL’s regulation will note be enforced as of December 1, however the ultimate outcome and the timing as to whether the Final Rule will be enforced is unknown. The uncertainty has several employers scrambling for immediate answers and for good reason.
By the Final Rule, 4.2 million workers nationwide currently not eligible for overtime pay will automatically qualify as “non-exempt” employees entitled to overtime pay. If effective, California employers will be required to align their policies with the Final Rule. This includes approximately 400,000 employees in California.
What Happens.
Previously, California employees who worked at a managerial or other executive level and were paid a base annual salary higher than $23,660 were exempt from overtime. The Final Rule establishes a bright-line divide between exempt and non-exempt employees by placing all employees making less than $47,476 annually or $913 per week into the non-exempt category – which means they are entitled to overtime. This is over a 200% jump from the standard salary set in 2004. Literally, any employee making under $22.85 per hour would be entitled to overtime regardless of his or her position.
Essentially, the Final Rule forces employers to either increase the gross salaries of all exempt employees making less than the new threshold, or in the alternative to ensure all employees under the threshold are paid overtime. However, it gets trickier. In California, if an employee works 9 hours in one day and 7 the next day, that employee is still likely entitled to an hour of overtime even if the work week balances at 40 hours – this depends on the “regularly scheduled” work week, and whether it is a 3 or 4 day work week rather than a 5 day work week.
What To Expect.
Employers were given a chance to change their overtime policies well in advance of the effective date of this new regulation. As the grace period ended, the District Court prolonged it – but for how long? As of today, employees who were not properly compensated would have had the right to sue for failure to pay overtime. Certainly, several attorneys are already searching for employers not currently in compliance with the Final Rule. If the regulation remains in effect, employers should be prepared to face widespread litigation – potentially class actions depending on the size of your company or quasi-class actions, such as Private Attorney General Act of 2004 (PAGA) complaints regardless of the company’s size. Employers not already adjusted for the upcoming overtime policy should monitor the recent developments knowing a potential tidal wave of lawsuits may come.
What To Do.
Employers used the “exempt” classification as an excuse to work its employees late-nights and on weekends, without keeping track of their hours. That luxury no longer exists. If an employee makes less than the threshold, an employer needs to have records to challenge an employee’s potential overtime claim. Employers should immediately implement a system to monitor the hours each employee works, whether it be enacting a policy prohibiting employees from working more than 8 hours in a day and 40 hours in a week, or requiring timesheets or clocking in-and-out.
Don’t subject your company to attorneys’ fees, statutory penalties, possible class actions and not to mention your own litigation costs. It’s simply not worth it. Keep track of your employees’ hours, and if your pay period begins before December 1, 2016, pro-rate the increase in salary or make sure you pay overtime.
Also, the recently enacted Labor Code Section 558.1 holds individuals liable for a company’s failure to pay overtime. These individuals include managing agents, owners, directors or officers. For more information on Section 558.1, stand-by for further analysis from Jeffrey F. Gersh.
Now What.
The far-reaching implications of the recent November 22, 2016 ruling by the District Court raises many concerns that cannot yet be answered, such as: If the rule is enforced, will it be retroactive as of December 1st? or, How are employers and employees affected if this ruling is appealed? or, What do employers do who have already promised overtime pay or an increase in salaries to its employees? or, Should I start paying overtime, to play it safe?
For help on complying with the Final Rule and following the developments of District Court’s decision, Jeffrey F. Gersh () at (818) 444-4500. Please note that nothing herein constitutes legal advice.
Congratulations to SAM Preccelerator® Program's company Napkin Finance for being featured in a PopSugar article this week. The article, entitled "American Hustle: How the Next President Will Affect Your Finances" uses Napkin Finance's easy to understand charts to explain how the upcoming election results will affect your personal finances.
To view the full article click here.
To learn more about Napkin Finance click here.
For more about the Preccelerator Program, contact HeidiHubbeling, Director at (310) 746-9803 or
[vc_row type="in_container" full_screen_row_position="middle" scene_position="center" text_color="dark" text_align="left" overlay_strength="0.3" shape_divider_position="bottom"][vc_column column_padding="no-extra-padding" column_padding_position="all" background_color_opacity="1" background_hover_color_opacity="1" column_shadow="none" column_border_radius="none" width="1/1" tablet_text_alignment="default" phone_text_alignment="default" column_border_width="none" column_border_style="solid"][vc_column_text]Stubbs Alderton & Markiles, LLP client THX announced this week that Razer™, the leading global lifestyle brand for gamers, has acquired the majority of the assets of THX Ltd. and brought onboard the management and employees of the company. THX will continue to operate as an independent entity under its own management and apart from the ongoing business of its parent company. Financial details of the transaction were not disclosed.
Stubbs Alderton & Markiles’ attorneys representing THX in the transaction include Scott Galer, John McIlvery, and Sean Greaney.
Stubbs Alderton & Markiles, LLP (SAM) is a California business law firm with robust intellectual property, litigation, corporate, public securities, mergers and acquisitions, and entertainment practice groups. SAM focuses on the representation of emerging growth companies, middle market public companies, large technology companies, celebrities, and entertainment companies. SAM’s mission is to provide technically excellent legal services and outstanding results in a highly-responsive, service-oriented, and cost-effective manner. These principles are the hallmarks of our firm.
To learn more about our Mergers & Acquisitions practice, contact Scott Galer at or (818) 444-4513.
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SAM Client Michelle Gaster Wasserman, who most recently led the North America e-commerce business for Coach, Inc. has been named the new CEO for Adam Lippes. SAM Partner Louis Wharton represented Gaster Wasserman in negotiating the employment deal.
Stubbs Alderton & Markiles, LLP announced that it reprsented its client Resonant Inc. (NASDAQ: RESN), a designer of filters for radio frequency, or RF, front-ends that specializes in delivering designs for difficult bands and complex requirements, in the closing of an underwritten public offering for 2,715,000 shares of its common stock, which includes the exercise in full by the underwriters of their over-allotment option, at a per share price to the public of $4.25. The Company will receive gross proceeds of approximately $11.5 million from the offering.
Stubbs Alderton & Markiles' attorneys that represented Resonant in the transaction were John McIlvery and Jonathan Friedman.
To read the full press release on Businesswire, click here.
About Resonant® Inc.
Resonant is creating innovative filter designs for the RF front-end, or RFFE, for the mobile device industry. The RFFE is the circuitry in a mobile device responsible for the radio frequency signal processing and is located between the device’s antenna and its digital baseband. Filters are a critical component of the RFFE that selects the desired radio frequency signals and rejects unwanted signals and noise.
About Resonant’s ISN® Technology
Resonant can create designs for hard bands and complex requirements that we believe have the potential to be manufactured for half the cost and developed in half the time of traditional approaches. The Company’s large suite of proprietary mathematical methods, software design tools and network synthesis techniques enable it to explore a much bigger set of possible solutions and quickly derive the better ones. These improved filters still use existing manufacturing methods (i.e. SAW) and can perform as well as those using higher cost methods (i.e. BAW). While most of the industry designs surface acoustic wave filters using a coupling-of-modes model, Resonant uses circuit models and physical models. Circuit models are computationally much faster, and physical models are highly accurate models based entirely on fundamental material properties and dimensions. Resonant’s method delivers excellent predictability, enabling achievement of the desired product performance in roughly half as many turns through the fab. In addition, because Resonant’s models are fundamental, integration with its foundry and fab customers is eased because its models speak the “fab language” of basic material properties and dimensions.
About Stubbs Alderton & Markiles, LLP
Stubbs Alderton & Markiles, LLP is a business law firm with robust corporate, public securities, mergers and acquisitions, entertainment, intellectual property, brand protection and business litigation practice groups focusing on the representation of, among others, venture backed emerging growth companies, middle market public companies, large technology companies, entertainment and digital media companies, investors, venture capital funds, investment bankers and underwriters. The firm’s clients represent the full spectrum of Southern California business with a concentration in the technology, entertainment, videogame, apparel and medical device sectors. Our mission is to provide technically excellent legal services in a consistent, highly-responsive and service-oriented manner with an entrepreneurial and practical business perspective. These principles are the hallmarks of our Firm.
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For more information about the Public Securities practice at Stubbs Alderton & Markiles, LLP contact John McIlvery at (818) 444-4500 or
SAM Preccelerator® Program company BallParq, a web-based platform for building startup financial models for entrepreneurs, universities and incubators, has launched a Crowdfunder campaign with the mission of raising $300,000. To view their campaign, visit https://www.crowdfunder.com/ballparq/invest
Ballparq is a web-based platform that lets entrepreneurs create engaging financial model through an easy-to-use interactive process. The entrepreneur is able to demonstrate financial sophistication by telling the story of their business from the bottom up.
Step-by-step: With Ballparq, entrepreneurs will be guided through a logical step-by-step interview that documents key assumptions about their business model while at the same time trains them to think about their business financials in conventional terms that are easily communicated to others.
Customizable templates: We will have industry specific templates and Ballparq will enable the entrepreneur to form complex connections between assumptions through a simple user interface. The entrepreneur won’t need to be a financial engineer to test the unique interdependencies between activities, revenues, and costs within their business.
What-if analysis: Users can make side-by-side copies of their models and utilize built-in knobs and levers that adjust model parameters on the fly to do effective “What-if" analysis.
Secure Sharing: Ballparq will enable users to interactively share their models with others in a secure environment.
Marketplace: Ballparq will serve as a marketplace for user engagement. With public and private live chat, users will be able to connect with the larger user community. They will be able to share their custom templates and discuss startup strategies and contacts with each other. Users will also be able to connect with consultants or other startup service vendors to assist in taking their startup to the next level.
For more information about BallParq, contact founder Carey Chico at . To learn more about the Preccelerator® Program, contact Heidi Hubbeling at or (310) 746-9803.
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Now is a great time for entrepreneurs to sell their companies. However, even in good times investment bankers will tell a seller that the company must be positioned for sale to be successful.
What needs to be prepared to position a company for sale?
The seller must have his or her company financials in good order. This usually means reviewed financials at a minimum. Most sophisticated buyers, like a private equity fund for example, will require audited financials as part of their internal investment criteria. They may also perform a quality of earnings report to detect any flaws in your accounting system or non compliance with GAAP.
You must have your corporate records and minute book in order. This includes your organizational documents, director and shareholder actions, stock register and other customary items. These items should be complete, signed and in the minutes book.
Make sure your contracts are signed, in writing (where applicable), and in one place with all amendments. This will help to expedite the buyer’s due diligence review and reflect favorably on your management skills.
You should also have offer letters or employment agreements, assignments of inventions and nondisclosure agreements in place for key employees, particularly if your business is dependent on key technology and personnel. If you have an HR function, you should have employment policies in place.
Determine the impact on employees if information about a possible sale leaks out to the work force. If that is an issue, handle all due diligence off site or online through a secure website (a data room) and limit the buyer’s access to personnel until the latest possible time.
What legal issues might come up in the sale process?
There are obviously many legal issues that will come up, but here are just a few.
If you have been sued or are about to be, you should have your litigation counsel prepared to explain the status of the cases, the likely cost you may incur if you lose (or even if you don’t lose but have big attorneys fees), the effect on the company’s business, etc. This will surely come up in the buyer’s due diligence. There will likely be an escrowed amount from the sale proceeds to handle the cost of the litigation so as to shift some or all of the risk to the seller.
If you are in a regulated business, make sure you are in compliance with applicable rules and that your counsel can confirm this. The buyer likely will require a legal opinion from counsel to address this and other customary legal issues.
If you are in a technology business, be thinking about how you have protected your intellectual property, including trade secrets, and whether there are any infringement issues. This will be heavily negotiated in the purchase agreement.
How can companies stay on top of contractual matters?
Securing landlord or third-party contract approvals to a sale often takes weeks or longer to secure. If this is going to be an issue in your company, plan ahead and start the process as early as possible — recognizing that the deal may fall apart, so don’t jump the gun too soon.
Check all contracts for change of control provisions to ensure compliance with those provisions.
Start the process early with your lawyer to go over representations and warranties that are likely to be included in a purchase agreement. You will need to be thinking about scheduling exceptions to representations, insurance coverage, environmental matters, undisclosed liabilities, and numerous other matters that will be the subject of representations and covenants in the purchase agreement.
Start thinking about the letter of intent. Will it be binding or nonbinding? Will it go into extensive detail so you know upfront whether you will be able to resolve all material business points at the letter of intent stage? Will there be an earn-out? Will there be a financing contingency? Will you have to provide seller financing? How will the deal be structured? Will there be a standstill period?
Who should be involved in the process and what should be communicated to them?
Locate and engage suitable M&A counsel, accountants (if you do not already have one) and an investment banker to assist in the sale. If your golf buddy is your lawyer, chances are he may not be up to the task of doing an M&A deal. You will need a lawyer that specializes in M&A because it is complicated and part of the negotiations revolve around what are ‘market’ terms in the current environment.
There is often tax structuring necessary to secure a tax efficient sale, so engage tax experts early in the process. The M&A law firm you use will likely have this expertise.
Discuss with your investment banker (if you plan to use one) what they believe is the current market valuation for a company such as yours in today’s market so your expectations are met when the company is marketed. There are investment bankers who handle middle market as well as larger, or smaller, deals. M&A counsel can help you select a banker for your deal.
Even though you think you know all the buyers in your market niche, investment bankers have big rolodexes and have contacts with strategic as well as financial and foreign buyers. Although the investment banker will charge a fee, you can often get a significantly higher price using an investment banker. This is not essential but certainly something to consider carefully.
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Jonathan R. Hodes is a partner of the Firm, and co-chair of the Mergers and Acquisitions Practice Group. Jonathan concentrates in the area of domestic and international business structures and operations with an emphasis on corporate law, securities, and general business law, including international cross-border transactions. He devotes substantial time to buy side and sell side mergers and acquisitions, management buy-outs, leveraged buy-outs, leveraged recaps, mezzanine and senior debt financing transactions, work-outs and secured lending and leasing transactions.
Jonathan’s experience includes a broad range of corporate work including complex public and private, domestic and international mergers and acquisitions with emphasis on middle market companies, purchases and sales of middle market companies, representation of emerging growth companies from inception through various tiers of venture capital financing and IPO’s and corporate finance transactions. He also works on private equity deals with emphasis on add on portfolio acquisitions to existing platforms, and dispositions of portfolio companies.
Jonathan’s practice also includes corporate, partnership and limited liability company formation and ongoing representation; as well as securities offerings including public, private, Rule 144A, and international Regulation S offerings as well as securities compliance matters. He has a broad range of industry experience in many industries, including biologics, money service business, television production and distribution, real estate developers, construction management, technology companies, hotel owners and operators, video game publishers, and the manufacturing sector.
(Los Angeles - July, 2016) - SAM Client RPM Services & Rentals (“RPM” or the “Company”) has been acquired by Hugg & Hall Equipment Company. The Stubbs Alderton attorney who led the deal was Joe Stubbs.
RPM was established by Terry Gold in 2008 and grew quickly to become one of the largest independent equipment rental companies in the Southeast. The Company rents a variety of construction equipment to customers principally serving the region’s onshore industrial markets. The Company operates from locations in Bourg, New Iberia, Morgan City and Gonzales, Louisiana.
Terry Gold, President, stated, “We are thrilled to join the Hugg & Hall team. This transaction presents fantastic synergies for both companies. Hugg & Hall will bring tremendous resources to our employees and loyal customers and together we will execute a smart growth strategy for South Louisiana.”
About Hugg & Hall Equipment Company
Hugg & Hall Equipment Company, headquartered in Little Rock, Arkansas, has been family owned and managed since 1956 and is one of the largest materials and personnel handling equipment dealers in the Mid-south. With 12 full service locations Hugg & Hall is an authorized dealer for Bobcat, Combilift, Crown, Doosan, Enersys, Extreme, Genie, JLG, Manitou, Sellick, Skyjack, Taylor, Terex, Toyota, and Volvo. Hugg & Hall sells new and used equipment, has a rental fleet of 5000 pieces of equipment, and services all makes of industrial and construction equipment with over 6 million dollars of replacement parts in stock and a team of 190 trained ASE certified mechanics. The company recently started a Utilities Services division which focuses on the rental, sales and service of a broad range of generators, air compressors, lighting equipment, and portable cooling and heating equipment
About Stubbs Alderton & Markiles, LLP Stubbs Alderton & Markiles, LLP is a business law firm with robust corporate, public securities, mergers and acquisitions, entertainment, intellectual property, brand protection and business litigation practice groups focusing on the representation of, among others, venture backed emerging growth companies, middle market public companies, large technology companies, entertainment and digital media companies, investors, venture capital funds, investment bankers and underwriters. The firm’s clients represent the full spectrum of Southern California business with a concentration in the technology, entertainment, videogame, apparel and medical device sectors. Their mission is to provide technically excellent legal services in a consistent, highly-responsive and service-oriented manner with an entrepreneurial and practical business perspective. These principles are the hallmarks of their Firm.
Media Contact:
Heidi Hubbeling
Director of Marketing
(310) 746-9803
Stubbs Alderton & Markiles, LLP client Netki, Inc. closed a $3.6 million Series A financing, led by OATV III, LP, and including over a dozen prominent Angel and other early stage investors. Netki is a blockchain infrastructure company (facilitating cryptocurrencies and other blockchain-based technology applications), and has two initial products, Wallet Names and Travel Rule Certificates, that are based on open blockchain standards, and will facilitate ease of use, mass-market adoption and regulatory compliance of blockchain-based technologies.
SAM Attorneys representing Netki on the deal included Caroline Cherkassky and Scott Alderton.
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SANTA MONICA, CA – JANUARY 24, 2017 – 
Michael Shaff joined Stubbs Alderton & Markiles, LLP 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 Sherman is an accomplished trial lawyer in high-stakes, “bet-the-company” litigation, and has represented both large and early-stage companies as well as entrepreneurs in all facets of business and complex commercial litigation. He has evenly split his litigation practice on both the plaintiff and defense side of cases, has first-chaired numerous trials in complex matters in industries as varied as energy, securities, healthcare, environmental, consumer products, technology, project development/finance, advertising, real estate and apparel, and is highly skilled in class actions and unfair competition law.
December 2016 -- U.S. News & World Report and Best Lawyers, for the sixth consecutive year, announce the "Best Law Firms" rankings.
SAM Client and Digital-video studio 
Stubbs Alderton & Markiles, LLP announced that it reprsented its client 
Now is a great time for entrepreneurs to sell their companies. However, even in good times investment bankers will tell a seller that the company must be positioned for sale to be successful.