Common Mistakes Some Smart Women Still Make With Money, Estate and Legal Planning

WOMEN AND WEALTH
I’m fortunate to deal with a number of successful women across the U.S. Whether they are C.E.O.s, doctors, some other kind of professional or business owner or simply the stay at home family C.E.O. that helps manage the family’s wealth and success.

Over the last ten we’ve seen both positive and negative behavior patterns among different demographics, including women, repeated on a consistent basis. While these issues certainly aren’t exclusively things that women do, they seem to be at he forefront of many of the problems that we have to help them through.

Some Common Errors:

  1. Letting their husband/significant other mange the finances in a vacuum, this can be financially fatal in the event of a death, divorce or illegal act by the husband (think Mrs. Madoff);

  2. Being underinsured on their own life, disability and long term care insurance. I often see couples with millions in life insurance on the husband and only a courtesy $250K on the wife;

  3. Not protecting wealth and being proactive about risk. Many women are great earners and great spenders but overlook the exposures that could put everything they own at risk – they need to understand Asset Protection planning, at least at a basic level;

  4. Working on trust instead of with formal legal agreements like contracts;

  5. Being “too nice for their own good”  and not ending relationships that are negative and toxic, both personally and professionally with employees and partners.

  6. Paying themselves LAST. Many successful business women put the business, employees and family before themselves and their own savings and solvency, you can’t be generous if you’re broke, protect the source;

  7. Not getting a prenuptial agreement;

  8. Not getting what is owed to them out of pride, aversion to conflict or frustration, the old, “They owed me more but I was just mentally done with it and wanted to move on”. Great, move on with your money.

  9. Not knowing where key documents are and who the players in their financial and legal world are. you should be able to tell me the name of your lawyer and financial advisor without having to look it up.

I realize this may sound chauvinistic, it’s not. Take it as  the observation of someone who has dealt with these issues for a very diverse national client base for a decade. A list of issues and bad behavior specific to men would be even longer.

Essential Legal and Financial Documents, an Emergency Checklist

VITAL LEGAL DOCUMENTSFinding key documents can be trying and laborious under the best circumstances, even with plenty of notice, like at tax time every year. Finding them under stress or worse, having to have someone else sort through the entirety of the paperwork you have hoarded after an emergency, death or other crisis is often impossible. This is the list of the most essential legal and financial paperwork that you should be able to lay hands on or instruct others to easily find.

The bare-bare bones documents everyone should have available

  1. Passports. Make sure they are current and useable. If your kid is off on a summer abroad and gets hurt, it will certainly be the wrong time to discover that your passport is expired (true story) and that you have to wait for the government to reopen and for your passport to be processed.

  2. Copies of other identification. Driver’s license, social security card or other legal forms of ID including a birth certificate that is often required to obtain other documents.

  3. Insurance policies. Life, Property, Liability, and Health are four most basic key areas, we’ve covered many more in previous articles .  I’d hate to go on what Allstate (or any carrier) felt like paying me on my homeowner’s policy on good faith alone if my home was damaged or lost in a flood or hurricane. Having a copy of these actual policies is key in demanding service, coverage and in enforcing the actual contract if required. Similarly, health insurance cards are often kept in places that can be lost or stolen, like wallets and purses – if you’ve ever sat in an emergency room and seen who gets treated first and how well, you’ll get this.

  4. Essential Corporate and Business Document Including Bank Statements. If you have corporate documents that control chain of command, ownership, title, account balances and succession, you better

    know where they are. I am continually amazed that how many doctors don’t have copies of their corporate documents, adding stress delay and expense when they are needed, as in a lawsuit between partners in a medical practice. In that case, you may be stuck with copies that may or may not be accurate.

  5. Mortgages and deeds. These are perhaps the most overlooked, lost and disrespected documents we come across. Odd since it is the single largest asset of many doctors.

  6. Medical records and prescriptions. This is the most subjective, but if you or a family member have a complex medical history or require prescription drugs to function at a basic level, having copies of the prescriptions at issue is essential, especially during emergencies.

  7. Estate Plan. We assume you have one, whether a basic will or a more sophisticated series of trust of various types and that you’ve updated it  and that you have avoided common mistakes. It does no good if we can’t find it and don’t know who’s in charge.

How and Where should they be stored?

The conventional wisdom, and likely they safest bet, is the bank in a safety deposit box. That said, it may be impractical or subject you to delays based on their hours and a variety of other conditions including the substantial limits on access by third party agents you may want to have possession. Would the person you send be able to get into the box, including your own children?

Home and office Storage. Invest in a safe that is both waterproof and fire rated to withstand most common house fires. “Too big” or “too expensive” is not a valid excuse for almost anyone reading this. Costco, as one example, has large fire-rated safes that will hold guns, laptops, jewelry and documents for as little as six hundred dollars, entry level small safes are a fraction of that cost.

Consider which documents are sufficient if you have a copy, like an insurance policy and which require originals, like a passport. Consider keeping the original paperwork for which copies are an acceptable substitute in the bank and the reproduced copies at home. The most prepared also have copies of documents they actually keep on hand at home (like passports) saved somewhere else as most of us don’t have those details recorded or memorized. Do you know your passport number by heart?

All my personal clients from this month forward will receive electronic copies of their documents, instructions, filings and signature pages on an encrypted “key drive” to help in this process. That drive also allows other documents to be added to it and is encrypted to a high security level.  Don’t make electronic copies the primary source; it limits you to times when you have power and computer/internet access, a significant variable for folks in a natural disaster, as one example.

Asset Protection and Wealth Preservation Attorney and Author to Speak on in Maui, November 21st, 2013

A Seminar About Protecting Your Wealth and AssetsFOR IMMEDIATE RELEASE:  

Maui, HI.  November 17, 2013.

Asset Protection Attorney Ike Devji will be the featured guest speaker at a November 21st, 2013 educational seminar for doctors, business owners and other high net worth individuals sponsored by Ronsman & Associates, a wealth advisory firm serving specially qualified clients in Hawaii, Arizona and Alaska.

 

The complimentary event will be held from 5:30 to 7:00 PM at the Maui Beach Hotel’s Molokai Room.

Attorney Ike Devji will share insight gained as a former litigator who has spent the last decade of his legal career helping thousands of successful individuals across the United States protect over $5 Billion dollars of their personal assets from litigation, risk and other variables.

“We are at a point where we have 70,000 lawsuits filed per day in the U.S., and Hawaii is not immune to this issue, or the many other areas of risk management not addressed by basic liability or malpractice insurance that continually take successful people by surprise”, said Devji. “Wayne Ronsman, President of Ronsman & Associates, has many existing Maui clients who he originally wanted to share this vital educational content with and he decided to make it available to general

Maui community as a public service. Wayne understands that it’s not just what you make, it’s what you keep, and the most successful Americans are more worried about loss than growth right now. We are going to make sure they have a starting point in defending their success in plain English.”

The seminar will common cover the risk picture in the U.S. and address key issues like the difference between traditional estate planning and asset protection planning and a variety of key issues that must be addressed by every doctor, business owner and executive. Ike Devji is a national speaker, author and educator on the area of his practice and was recently a guest speaker at ACR 13, the annual convention of the American College of Rheumatology in San Diego.

He is the former managing of attorney of one of the United States leading asset protection law firms and has been listed among a select group of WORTH magazine’s “Leading Wealth and Legal Advisors”, is rated a “Perfect 10.0 by AVVO, appears on various Top Lawyer lists and has literally hundreds of nationally published articles in publications including Financial Consultant, Advisor Today, Public Accountant, countless medical journals (with over 130 articles for doctors at Physicians Practice alone), in addition to being a contributing author to the book, Optimal Financial Health. He has also recently completed an CME (continuing medical education) course for doctors at the request of the American Educational Institute (AEI) that will be shown in AEI’s marquee classrooms all over the U.S 1000 times in the next 12 months.

For his part, Wayne Ronsman brings Maui 40 years of financial industry experience with high net worth clients like doctors and business owners and is the Founder and President of the Benefit Institute which is in the business of providing financial services. The Company works extensively with Trust Officers, CPA’s and Attorneys, frequently playing a key role in finding solutions to their clients’ tax and estate problems and in taking advantage of their existing financial opportunities. Part of this work includes finding experts in other fields that are vital to persevering his clients’ success and using them to educate and serve his clients.

For More Information or To Reserve a Seat:

Wayne Ronsman, President, The Benefit Institute

toll-free at (877) 759-2181 EMAIL: wjronsman@msn.com or FAX to (480) 460-5748

Website: http://waynejronsmanassociates.com/About.html

FOR MORE INFO ON THE SEPAKER:

Ike Devji, J.D. Managing Attorney – Pro Asset Protection

(602) 808-5540 EMAIL: ID@thewealthy100.com

Website: http://www.proassetprotection.com

Tagged: Lawsuits, Asset Protection, Wealth Preservation, Maui, Hawaii, Doctors, Executives, Physicians, Business, wealth, Wayne Ronsman, Ike Devji, medical, seminars, continuing education, CME, medical practice management, CEO, entrepreneur, Business Owner, CPA

 

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Employees, Financial and HIPPA Data Create Risk for Medical Practices and Business Owners

BUSINESS AND MEDICAL PRACTICE OWNER LAIBILITYHIPAA and financial data present an ongoing asset-protection issue for physicians and medical practices. This week we take a look at a specific exposure suffered by up to 40,000 (yes, 40,000) patients of one Arizona medical practice and some simple precautions that may help your practice avoid the same exposure. 

While written for doctors, this applies to ANY business that handles HIPPA protected info or client financial data like social security numbers, account numbers, credit cards, etc.

Recent news reports from Scottsdale, Ariz., detail the alleged activities of a medical billing firm employee and her boyfriend. According to news reports, Brittany Davidson and her boyfriend Winfred Aurelious Dick, Jr., were arrested after a Maricopa County Sheriff Captain spotted an unauthorized charge on his credit card. Further investigation revealed Davidson had reportedly stolen his credit card information from the medical billing firm where she worked, which handled billing for a Scottsdale dermatology clinic.

As a result, the financial data of as many as 46,000 patients may have been exposed by the duo that used patient credit card numbers for items ranging from rims and tires to fast food. The practice, Scottsdale Dermatology, has offices around the city and data from multiple offices was potentially exposed by the billing company’s security breach.

 

What Could Have Helped?

 

  1. 1.    Cyber liability insurance.

We’ve previously covered a variety of vital forms of commonly overlooked medical-practice insurance policies, and discussed the importance of data breach or cyber liability policies, which we can only hope the practice owner has in place here. These policies cover a variety of issues in our increasingly electronic world, including not only outside theft or loss of medical records but also the intentional misuse of patient data by employees. In this case both the medical practice and the billing company, which is likely a “business associate” of a covered entity, face substantial liability for a variety of issues including:

 

• Any actual losses incurred by patients;

• The expense of formal notification of over 40,000 patients;

• Ongoing remediation including credit monitoring and credit repair for those actually exposed;

Reputational damage and loss of patient trust.

 

I’d also add that EPLI, or employment practices liability insurance, could prove useful in such a situation. While much of my previous coverage of this vital issue has centered on its value in protecting a doctor’s office from an employee lawsuit, the best policies often include riders that protect the employer from the liability associated with the unsanctioned actions of an employee as well.

  1. 2.    Background checks and proper employee credentialing.

In this case the billing and subsequent breach occurred at a third-party company that we can only hope was properly credentialed and met the specifications of the dermatology practice’s third-party payer contracts. It could just as easily have been at the doctor’s office itself. Part of your HIPAA security procedures should include a discussion of the entire chain of custody of the records your practice handles and discloses to third parties and that review should include questions about any third party’s background-screening practices. Find out if they indemnify you for their loss or misuse of the information you share with them, and get a copy of their “in-force” liability policy that covers you in the event of such a breach.

 

I can only hope some phones are ringing on these issues at billing companies across the country later this week.

Asset Protection Lawyer in Phoenix – What to Ask

ARIZONA ASSET PROTECTION LAWYERSArizona lawyers are piling into the Asset Protection planning field due to both the large number of people who have finally realized that their wealth is more finite and fragile than they ever imagined and the litigation boom that inevitably follows tough times.

Unfortunately, this new found interest in Asset Protection and the large number of people seeking to profit from has created a more puzzling and fraud-ridden landscape for legal services consumers in Phoenix, Arizona and surrounding communities like Scottsdale and Paradise Valley than ever before.

Every lawyer that has attended even a single continuing legal education (CLE) class on Asset Protection now feels qualified to implement tools and strategies that have far reaching and potentially fatal effects if misused or not completely understood. While I myself take CLE classes in a variety of areas outside my very narrow practice field, I do so simply to be generally educated and to help me spot issues for clients so I know when to get them help from qualified and experienced counsel, not to try and keep work I don’t know how to do inside my firm. Unfortunately, that’s what is happening in Arizona, as many lawyers and estate planners in particular are looking for extra work and are being told to add asset protection to their list of services whether they know what they are doing or not (most don’t).

As one simple example, the thought of litigating a divorce case for a client despite the fact that I have a general understanding of the marital property laws in my state would be ridiculous. Not only would it jeopardize my client but create a substantial liability for me, especially since I have a roster of exceptionally qualified help in this area at specialty firms that will serve my client better in that area than I could ever hope to.

Even worse, attorneys that I have personally met with and discussed issues for planners or co-counsel opportunities who flat out told me that they don’t practice in this area at all are going back to their offices and adding “Asset Protection” to their websites.

A review of the websites of many small and mid-size law firms that have recently tacked this area onto their websites will reveal that that their “expert” is also listed in a number of other categories, like estate planning (at least this one is close), contracts, employment, real estate and etc. what this tells me as an attorney is that they don’t have enough work in any single category to have a focused practice and will handle anything that comes across their desk. This is appropriate for some simple, general legal issues, but not Asset Protection planning. Additionally, most lawyers, and estate planners in particular, often in engage inn planning without any real knowledge of your business and the specific professional risks you face.

If your attorney can’t help you avoid harm, manage risk, spot issues related to your specific business AND draft legal tools, get better help.

The last ten years of my national legal practice have been devoted exclusively to Asset Protection law. In that capacity I have been fortunate to help protect a client base of thousands of clients representing billions of dollars in safely protected assets. This very concentrated practice has also provided a good understanding of the plans and planners at work in this specialized field and I have seen the very best and very worst of the plans being sold across the country.

In the worst cases we are asked to appraise the protective value of existing poorly implemented plans using bad tools, jurisdictions or both by either lay-people facing a threat or their experienced litigation counsel that know that my associates and I practice in this area and want a real appraisal of the system that they have in place and its protective value. Unfortunately, this 11th hour stress-testing is often limited to an informational exercise as many of the good, valid legal moves and tools are outside the reach and use of the client at that point because they are already in trouble and the kind of changes needed to make their planning useful would constitute fraudulent conveyance.

20/20 HINDSIGHT BY LAWYERS

Another common issue I experience is being approached by a potential client who is concerned about their wealth and the level of exposure they have. After a thorough review and the delivery of a specific written plan to protect them by myself or other qualified counsel they often go back to their existing legal team (that allowed them to get where they are today without protection) to get their input. What is stunning is the number of attorneys who will review an expert’s plan, make a couple of minor comments or changes and then say, “Yes you need some more planning, we can do that”.

What puzzles me is that if the lawyer and client had a long relationship and the lawyer was privy to all the details of their business, liability, assets and etc., knew the client needed additional planning and was qualified to deliver it, why did they wait years and until their client took action on their own to try and jump in and do work outside their skill set and practice area? If your lawyer did not know enough to do it or at least suggest considering Asset Protection when you were first qualified based on your assets and liabilities, they probably don’t know enough to put it in place for you now, no matter how badly they want a reason to bill you.

IMPORTANT DUE DILLIGENCE QUESTIONS TO ASK AN “ARIZONA ASSET PROTECTION LAWYER”

#1: Are you a lawyer or part of a law firm that will keep our discussion privileged?

Remember that dealing with “promoters” or LLC Mills does not provide the skill set and training required. More importantly, if you are not dealing with a law firm that allows all your communications to be attorney privileged everything you do is discoverable with a simple subpoena, including all emails and other communications.

#2: How many clients have you done this specific type of planning for?

An East Coast law firm has nearly plagiarized the website of my associates. On it they claim to serve thousands of clients and be a top asset protection law firm. Closer examination of the site reveals that they have a dozen plus distinct practice areas and are simply intentionally misrepresenting that client base as if all of it is with Asset Protection clients. Be very specific and watch out for this common legal bait and switch their marketing team is suggesting in big seminars.

#3: What’s the average net worth of your clients?

It’s important to deal with a lawyer and firm that has a depth of experience with businesses, assets and families like yours. Knowing what your liquidity needs are and not using outdated estate planning tools that are not income, business and age appropriate (like using a QPRT for a 33 year old) are common amateur mistakes we see other lawyers make. Also, be aware that a number of different specialties now classify themselves as “Asset Protection” planners when it was formerly used only for the kind of pro-active, defensive legal planning I am focusing on in this article. The field now includes elder care lawyers, annuity and insurance salesman and variety of other folks that may have good products and services, but are probably not what you are looking for. If your planner is an Elder Care planner, as one example, they are probably not equipped to handle and as familiar with the needs of a high net worth business owner, physician, or high visibility individual like a professional athlete or entertainer.

#4: Where do you work?

Having a law firm that works nationally is a good hedge. It’s important that they understand the protection available by statue in your locality and give you a plan that will stand up to attacks in any jurisdiction. It’s also important that it is portable so it can travel with you if you move and flexible enough to allow you to do business and own assets in more than one jurisdiction, i.e. something as simple as a vacation home in another state or a life insurance policy with a high cash value that could be lost in a lawsuit.

#5: How many types of law do you practice and how long has Asset Protection been part of your practice?

See my more detailed explanation of this concern at the opening of this article. Make sure you are comfortable with their experience level. Lawyers are increasingly specialized and while many of have a good general knowledge of a variety of concepts and issues we tend, like all professionals, to be good at only one or two on a good day.

#6: How many doctors do you protect?

This is obviously a doctor specific question, but an important one if you are a physician or the advisor of a physician doing due diligence on their behalf. In my experience with a client bas that includes thousands of doctors we have learned that medical professionals of all types including MD, DDS and DC have unique needs and specific technical and legal exposures that only get more onerous as their success grows. Make sure the planner you are dealing with understands those unique issues and is trained well enough to be another set of eyes on your behalf for a holistic check-up of your wide array planning needs.

#7: Can you provide any professional recommendations?

This can be tricky for lawyers, especially those who practice in sensitive fields where people value their privacy like Asset Protection as opposed to say, a real estate lawyer. Nevertheless, they should be able to provide at least a couple of professional references that speak specifically to their experience in this field or from related professionals outside their own firm that refer clients to them for this specific service.

#8: Have you written anything on this topic that outlines your tools and strategies?

If your planner is even marginally qualified to work in this area with you they should have extensive educational materials that describe the tools they use and what each tool does. If they can’t educate you about the tools they will likely do more harm than good, as part of our job as planners in this area is to educate our clients on what works best, why and how to use it going forward. No matter how much support a firm offers they can’t be with you 24/7 so they better be able to train you.

#9: Can you provide a specific written plan that outlines costs, results and requirements?

Every firm prices its services differently, and that’s OK, but they should be able to show you in writing what result they are going to attempt to achieve ( I say attempt because there is no such thing as certainty in the law, all we can do is follow proven best practices supported by law and experience with others. Anyone who tells you their system is undefeatable and “will” never be broken is lying, or worse, stupid) for a specific price.

#10: What kind of on-going support and education do you provide to your clients and at what cost?

Hiring an Asset Protection lawyer is one step in a holistic multi-step process with many pieces, not a one-shot magic bullet. If you pay someone in my business to build you a “Legal Vault” that is capable of containing your life’s work, they better be there to help you put the assets in it, use it the right way, teach you to lock the door and show you how to open it when you need your assets or use of them. Merely getting a box of legal papers on its own is not going to serve you and your family well. Be wary of the fees involved to use the plan, in addition to what it costs to set up. Ask specific questions about accounting, compliance and tax status and reporting burdens, many of the best Asset Protection tools and plans are explicitly tax neutral. Finally, be clear about how accessible your planner is going to be going forward and at what cost. Many hide huge fees on the back end to lure you in up front.

This list will doubtless be fluid and expanded as other issues prove outside the experience of clients and advisors. For now, consider it a starting point on your journey to financial security and to having your own “net worth insurance” policy in place.

 

RED FLAGS FOR FRAUD OR LEGAL MALPRACTICE:

1. The are not a licensed attorney

2. The promise “secrecy”

3. They lack experience in this specific area of law

4. They promise huge income tax savings

5. They require secrecy from you about the nature of their planning (i.e. an NDA agreement)

6. They want to be a trustee or want some other individual you don’t know (as opposed to a corporate fiduciary) to be a trustee

8. They promise results no other firm can deliver based on your situation

9. They offer to commit illegal acts, like concealing assets from a spouse

10. They don’t have any risk management questions or resources and talk only about their legal tools

11. They say that you need no help beyond what their office delivers. No man is an island, lawyers are no exception.

12. They want you to assign any assets, power of attorney or other means of transfer and control to them directly

 

ABOUT THE AUTHOR:

Attorney Ike Devji has ten years of Asset Protection only legal experience and helps protect a national client base of thousands of clients comprising over $5 billion in personal assets. This client base includes several thousand doctors and a wide variety of high net worth business owners, C-level executives and other affluent individuals. He is a frequent teacher, speaker and author on this subject and has over 200 bylines in publications ranging from WORTH magazine to Advisor Today and Physicians Practice. To learn more about him and how he can help you, your practice or your clients please visit www.ProAssetProtection.com today.

CEO and Executive Liability INCREASING with SEC: Asset Protection

CEO & ExecutiveWe’ve implemented asset protection planning for a variety of CEOs and executives for many years. Some of these clients are highly compensated executive employees of public or private corporations, others are the owners (and hence the executives) of their own closely held businesses. Given the social and economic climate of the last few years and the negative way their success has often been viewed, we’ve warned them about the executive witch hunt currently in play in the United States.

The link below is to an article that outlines the SEC’s new area of enforcement interest: taking action for corporate against individuals who violate securities laws rather than the companies where they work.

Why? Well someone has to be held liable, whether they have any actual fault or not. Breaking an individual with lawsuit and criminal charges  is much easier than breaking a well-connected corporation with bottomless pockets and roster of paid-for political allies.

If you’re an C-level executive like a CEO, CMO, CFO, CIO, etc. or even a corporate board member, the lesson is the same one I’ve been preaching for years:

YOU are responsible for protecting yourself and you need to act today. Being right, or good, or honest is no longer enough to keep yourself out of harm’s way, nor is a reliance on your friends inside the company or the perceived value you think you bring to the table.

In my experience, almost no one is too big to be the patsy when things go sideways. CEOs need three things to survive; a good asset protection plan, a great D&O insurance policy and a clear conscience.

SEC to shift enforcement focus to individuals, White says

The new method: From the person to the firm rather than the firm to the person

http://www.investmentnews.com/article/20130926/FREE/130929926?utm_source=indaily-20130926&utm_medium=in-newsletter&utm_campaign=investmentnews&utm_term=text

Arizona Asset Protection Lawyer Ike Devji in Financial Consultant Magazine

IKE DEVJI FEATURED IN FINANCIAL CONSULTANT MAGAZINE

Attorney Ike Devji was recently featured as an author in the premier issue of Financial Consultant Magazine.

Ike’s article, “The Growing Role Of Financial Advisors – Asset Protection” takes a look at the financial devastation that many successful professionals experienced over the last few years and the role that top advisors must play in helping their successful physician, business owner and executive clients keep their wealth.

The link below provides the article in it’s full original form, and provides details on what went right, what went wrong and how some people have even managed to prosper during this challenging time.

SEE THE ARTICLE FROM FINANCIAL CONSULTANT HERE:

https://www.dropbox.com/s/k0ioupamb5rfv47/FINANCIAL%20CONSULTANT%20MAG%202013%20-%20IKE.pdf

 

Private Offerings, Crowdfunding and Raising Capital – Asset Protection and Liability Issues to Avoid

 A big part of asset protection is risk management, or doing things the right way the first time to avoid future expenses and legal exposure. Many of the HNW private business owners and entrepreneurs I deal with have shared their success with others by raising capital for various projects and allowing others to invest in their vision, including through the use of crowdfunding.

Raising capital involves increasingly onerous risks and compliance issues to avoid accidentally creating and offering an “unlicensed-security”. This week I’ve asked securities attorney Cynthia King to share some of her work in this area, a good starting point in analyzing how your offering is or should be structured. This is a complex area of the law and you should seek experienced counsel. Cynthia created an executive summary of basic issues for me below. The link at the end of the article is to her full white paper on these issues. – Ike Devji

entrepreneur

CINDY KING

EQUITY CROWDFUNDING UNDER THE SECURITIES LAWS – WHAT EVERY ENTREPRENEUR MUST KNOW

By Cindy King, J.D.

What is Equity Crowdfunding?

Equity crowdfunding is a means for businesses to raise capital online in exchange for distributions of potential profits to investors. It involves the sale of securities, which by definition involves transactions in which a person invests money in a common enterprise and is led to expect profits solely from the efforts of others.

Securities Registration Requirements

The Securities Act of 1933 (“Securities Act”) requires that every sale of securities either be registered with the Securities and Exchange Commission (SEC), or qualify for an exemption from registration. The registration process and ongoing financial reporting requirements are time consuming and expensive. Because of the significant expense involved, most small companies rely on the exemption from registration found in Rule 506 of Regulation D of the Securities Act.

The JOBS Act

The Jumpstart Our Business Startup Act, also referred to as the JOBS Act was enacted by Congress on April 5, 2012. Two of its sections, Title II, Access to Capital For Job Creation, and Title III, Capital Raising Online While Deterring Fraud and Unethical Non-Disclosure Act of 2012 (The “CROWDFUND Act”) will make it easier for companies to raise capital in offerings exempt from registration.

Crowdfunding

The amendments to the securities laws provided by the CROWDFUND Act will allow companies to offer and sell up to $1 million in securities during any 12 month period without needing to register the securities. There are limitations imposed under this Act on the amount of money investors can contribute. Companies must also provide detailed information to investors and to the SEC and file reports relating to their operations and finances. In order to sell the securities, companies must use the services of an intermediary that is either a registered broker-dealer or a “funding portal” registered with the SEC and FINRA.

“Accredited Investor Crowdfunding”

Title II of the JOBS Act required the SEC to amend Rule 506 to allow companies to advertise offerings under new Rule 506(c) as long as purchasers of the securities are all “accredited investors”. Accredited investors include people who have a net worth in excess of $1 million, exclusive of the value of their primary residence, and those whose income is in excess of $200,000 individually, or $300,000 jointly. Companies will need to take steps to verify that the investors are in fact accredited, but there is no limit on the amount of capital that can be raised. Offerings can be conducted through a registered broker-dealer, or though new “platforms” created by the JOBS Act.

Overview

Equity crowdfunding under the CROWDFUND Act will allow companies to raise up to $1 million every 12 months from non-accredited investors, with certain investment threshold limitation.

“Accredited Investor Crowdfunding” will allow companies to raise an unlimited amount of capital from accredited investors under the requirements of the new Rule 506(c).

 

SEE CINDY’S FULL ARTICLE ON CROWDFUNDING HERE: https://app.box.com/s/bmm1w3gqzb6v1cqs1j2i

 

ABOUT OUR GUEST AUTHOR

Cynthia King is an experienced securities attorney and a former Regional Counsel with the National Association of Securities Dealers, Inc., now known as FINRA. She regularly serves as a consultant and expert witness in connection with securities litigation. In 2004, she founded C.L. King & Associates, LLC, a boutique law firm specializing in business and securities law.Ms. King specializes in all types of complex business transactions, including mergers and acquisitions, capital raising and contract negotiations. She advises broker-dealers and investment advisers on regulatory and compliance matters and represents small and medium sized companies as an outside general counsel. Ms. King is a member of the Colorado Bar Association, the State Bar of Arizona, and the Securities Expert Roundtable. She can be reached at 480-285-1765 or at cking@clklaw.com.

 

Protecting Your Business: Trade Secrets and Intangible Assets

Convert Your Intangible Assets Into Corporate Crown Jewels

Many businesses have substantial amounts of intangible assets in various forms that comprise a good portion of the business’ value. Today we turn to Attorney Scott Gibson with Law firm of Davis, Miles in Tempe Arizona for guidance on how to do so in a safe and reliable way.

By Scott F. Gibson

Attorney Scott Gibson, Davis Miles McGuire Gardner, PLLC

Attorney Scott Gibson, Davis Miles McGuire Gardner, PLLC

 

You understand that your company’s intangible assets—its ideas, trade secrets, and valuable relationships—constitute its most valuable possessions.  But if a disgruntled employee downloaded your company’s intangible assets onto a flash drive before going down the street to work for a competitor, how would you know that he had stolen your intangible assets?  And if you knew that someone had pilfered your property, how would you convince a court not only that the pilfering had happened but also that your disgruntled former employee had stolen highly valuable and protection-worthy property?

Your dilemma arises because your assets are intangible and, by definition, difficult to perceive and conceptualize.  If you want to protect these valuable assets, you must implement a program that will change your ideas and innovations from ephemeral wisps of air into corporeal manifestations of concrete assets.  You must make the intangible seem tangible.

 

See the whole article here:  http://tinyurl.com/k5lgxmc

ABOUT OUR GUEST AUTHOR:

Scott F. Gibson is the chairman of the litigation department at the Tempe, Arizona law firm of Davis Miles McGuire Gardner, PLLC, and an adjunct professor of law at the Sandra Day O’Connor College of Law at Arizona State University.  He has been named a Top Lawyer by North Valley Magazine in 2011 and 2012, and was selected as a Top Employment / Labor Law Attorney by AZ Business Magazine in 2013.  This article originally was published in the Spring 2012 issue of In-House Defense Quarterly.  Learn more about Scott at http://www.davismiles.com/law/lawyers/192/2418/Scott-F-Gibson.html. To receive .pdf copies of this or any of the other articles that Scott has written, please call him at 480-344-0965.

 

Personal Guarantee Insurance for Doctors, Investors, Business Owners

REAL ESTATE #2Personal Guarantee Insurance for Doctors (and everyone else)

Source: Physicians Practice

Non-medical business exposures that threaten doctors’ financial solvency continue to grow in scope and number. This week we take a look a relatively new type of risk-management product:

Personal Guarantee (PG) Insurance.

We’ve covered both exposure related to residential and commercial real estate debt and other

non-medical liabilities that have been financially fatal to doctors in previous columns. These types of

general business exposures, along with increased regulatory risks on issues like HIPAA, Medicare

billing, and RAC audits, along with employment-related lawsuits, now pose a threat to your practice

that must be given the gravity of a dreaded malpractice claim itself. In fact, in my personal

experience working with physicians in every state over the last ten years, as statistically real as

malpractice claims are, I’ve seen far more business- and risk-related crises than catastrophic

medical malpractice claims.

 

What is PG Insurance?

It’s a form of fully underwritten insurance coverage that can cover 30 percent to 70 percent of your

debt liability on a specific loan, depending on the policy and features you pay for.

 

What kinds of loans are covered?

The insurance is available for both individual loan/borrower scenarios and those related to a business

you own in which you might have several partners or be subject to joint and several liability. It may

also be available if you are a third-party guarantor on the debt of another, as in situations where you

may have “co-signed” to help a family member get credit. Loan amounts run from around $750K to

multiple millions of dollars.

 

What does it cost?

It depends. Like any other form of valid insurance it is underwritten specifically to you, the property,

dollar amount, and so on. The premium you pay is based on these risk factors.

 

Does it last the entire term of the loan?

No. At this point it seems to be re-underwritten every year based on your income, property value

and other factors relating to creditworthiness.

 

Can I get it if I’m already in trouble or worried?

Probably not. The insurance company only wins if they odds are heavily in their favor and they only

insure people and loans unlikely to default and well collateralized by the property itself. The

insurance company has credit, earnings, and other requirements including a required seven-figure

(corporate) earnings history and wants you to have been producing at that level for several years.

This requirement may sound very limited but most commercial credit, including loan underwriting

itself, has similar standards.

 

Personal Guarantees (PGs) always need to be entered into carefully and with advance legal counsel.

While my preference would be always be for non-collateralized, non-recourse loans that don’t subject

your other assets to any legal risk, those types of loans are a rarity and are growing increasingly so.

No. At this point it seems to be re-underwritten every year based on your income, property value

and other factors relating to creditworthiness.

 

In most cases the loan is guaranteed by both the property itself and your personal guarantee, backed by your other available assets, to make up any shortfall between the liquidation value of the property and what you borrowed to begin with. In this column on several previous occasions we have addressed the issue of this liability and have always advised that physicians carefully limit the guarantees as much as possible to very specific dollar limits or specific assets used as collateral and to avoid the dreaded “joint and several liability” scenario. If possible, limit your debt liability in the loan contract itself to a dollar amount that is equivalent to the percentage of what you actually own, not the entire loan. More specifically, for instance, don’t sign a loan that makes you liability for an entire $3MM dollar loan when your 20 percent is worth only $600K.

 

As we’ve seen over the last six years in particular, what seems like a “sure thing” on residential or

commercial property can quickly become a bottomless pit of liability if the market changes and

values drop. In situations like this and several others being able to transfer some of that risk to a

third party for a finite cost becomes an intelligent way to limit your risks.

 

I must point out that this coverage is new so there is not any credible history of claims payment to

point to and that at present it is offered by only one carrier but re-sold by many insurance agencies

including some very reputable national agencies. I rely on their due diligence and the assumption

that claims will actually be paid for purposes of this discussion. We will continue to watch as this new

category of risk management evolves and becomes an important part of any doctor, business owner or real estate investor’s asset protection plan.

 

Source URL: http://www.physicianspractice.com/personal-guarantee-insurance-doctors