Nonprofit leaders have some new options when it comes to how to organize their business. Recent changes to Pennsylvania law have paved the way for the easier creation of charitable entities.
On February 21, 2017, PA Act 170 of 2016 went into effect with the stated purpose modernizing, clarifying, and replacing outdated laws. Act 170 amends Title 15 (Associations Code) and Title 54 (Names) of the Pennsylvania Consolidated Statutes.
In general, Act 170 replaces the 1914 version of general partnerships, limited partnerships and limited liability companies with the Uniform Partnership Act (UPA), the Uniform Limited Partnership Act (ULPA) and the Uniform Limited Liability Company Act (ULLCA). These changes create better consistency between an LLC and Corporation, and clarify taxation and owner protection.
The big news for nonprofit leaders, however are the provisions of Act 170 which are specifically related to nonprofits, namely the creation of Nonprofit LLCs and Benefit Companies.
Read moreThe legal landscape is changing rapidly, perhaps now more so than any time in American history. While we are only one week into the Trump Administration, federal policy is shifting before our very eyes. The political climate is no doubt highly charged, as I am sure you have all experienced in your conversations with friends and neighbors.
In a non-partisan and non-political way, I will do my best to analyze and provide context on the legal aspects of these federal issues that may directly or indirectly impact your businesses and/or organizations. This analysis is intended to provide some clarity for TLO friends and clients.
Summary
On January 27, 2017, President Trump signed an Executive Order (the “Order”) entitled “Protecting the Nation From Foreign Terrorist Entry Into the United States.” It is a densely worded document, but the Order does the following:
Read morePreviously, I've written about the digital "resurrection" of Tupac Shakur, Ronnie James Dio and others. This week marked a giant leap forward (or backward depending on your worldview) in that trend. The late Peter Cushing, who among other famous roles played the iconic Governor Tarkin in Star Wars Episode IV: A New Hope, turns in a new "performance" 22 years after his death in the newly released Disney film, Rogue One.
How is this possible? Digital manipulation of Cushing's likeness. This is the latest in a line of developments where deceased musicians have "appeared" by hologram in concert, actors from bygone eras are inserted into TV commercials for vacuum cleaners and other products.
With the release of Rogue One, it is indeed a different paradigm now in film, tv and video content. We are rapidly approaching an era where people's likenesses can be resurrected via CGI after death to create new "performances" in future years that we can't now contemplate. What is a live performance really mean in this context?
Read moreThe Fair Labor Standards Act is the federal law that regulates, among other things, overtime pay for US workers. It has been a source of concern for small and big businesses that the US Department of Labor was set to enact - effective December 1, 2016 - a new rule which raised the salary cap below which workers must receive overtime pay from $455 a week to $921 per week (the "Overtime Rule"). In other words, the new Overtime Rule was about to make roughly 4 million more workers eligible for overtime: almost all workers who earned up to $47,892.00 annually.
This rule applied to all organizations: both for profits and non profits.
The compliance aspects of this were messy to say the least.
Read moreRaising funds to capitalize a new venture is not for the faint of heart. This applies whether you are a true startup business about to go to market, but can also apply if you are an experienced business person that creates special purpose entities (SPEs) to carry out discrete economic activities such as large scale commercial real estate development.
In Pennsylvania (as in every other state), there is an overlay of state securities law that provides an additional set of considerations to the federal laws and rules promulgated by the US Securities and Exchange Commission.
One thing, however, all potential securities issuers should know: compliance with the federal and state securities laws can require time, energy and resources prior to any actual sale or acceptance of investor funds. If you intend to raise money from investors, strategic planning is necessary to ensure compliance with state and federal law.
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