Articles by Joseph M. Campos

FINANCIAL REGULATION OVERHAUL THREATENS STARTUP COMPANY FINANCING

Date: April 30th, 2010

Regardless of your political persuasion, if you are an entrepreneur running a startup company you should be nervous about the financial regulation overhaul bill currently being debated in the U.S. Senate.  Known as the “Restoring American Financial Stability Act,” the pending bill threatens to do … Read More »

WASHINGTON’S NEW TAX LAWS TARGET BUSINESSES, DEALS, DIRECTORS AND OFFICERS

Date: April 26th, 2010

On April 23, 2010, Governor Christine Gregoire signed into law a $794 million tax-increase bill. The new law, known as Second Engrossed Substitute Senate Bill 6143-S.PL(2ESSB 6143), is 113 pages long and covers numerous issues, but four issues struck me as being particularly relevant to … Read More »

WHO IS ON THE HOOK, YOU OR YOUR COMPANY?

Date: April 13th, 2010

On April 12, 2010, Washington’s Court of Appeals (Division I) handed down an opinion that should be an important lesson for all business owners. If the party entering into a transaction is an entity, and not the entity’s owners, then the contract language, not just … Read More »

CONVERTIBLE PROMISSORY NOTES ARE NOT ALWAYS SECURITIES

Date: February 25th, 2010

Since the 1946 U.S. Supreme Court decision in Securities & Exchange Commission v. Howey, securities lawyers have known the test for determining whether a financial instrument or contract is a security. As the Howey Court put it: “The test is whether the scheme involves an … Read More »

FINRA ADVISES SECURITIES FIRMS AND BROKERS TO MONITOR SOCIAL MEDIA WEBSITES

Date: February 5th, 2010

The Financial Industry Regulatory Authority (FINRA) recently issued guidance to securities firms and brokers regarding the use of social media websites to communicate with the public. The guidance, Notice 10-06, is based on input from FINRA’s Social Networking Task Force, which was organized in September … Read More »

YOU DON’T HAVE TO KNOW THE SECURITIES LAWS TO BE CRIMINALLY GUILTY OF A WILLFUL VIOLATION

Date: January 21st, 2010

Last November, the Supreme Court of Tennessee issued an interesting opinion in a securities fraud case called State of Tennessee v. Michael Casper. Mr. Casper had been convicted by a trial court of fifteen counts of willfully selling securities without registering as a broker-dealer with … Read More »

SENATOR KERRY PROPOSES LEGISLATION RESTRICTING CLASSIFICATION OF WORKERS AS INDEPENDENT CONTRACTORS

Date: January 7th, 2010
Categories: Corporate Law

On December 15, 2009, Sen. John Kerry (D-Mass.) introduced the Taxpayer Responsibility, Accountability and Consistency Act of 2009 (S. 2882). The proposed legislation is quite similar to a bill (H.R. 3408) introduced in the House of Representatives by Rep. Jim McDermott (D-Wash), and is intended … Read More »

“What Form of Business Entity is Best For Me?” – The Entity Comparison Matrix

Date: November 19th, 2009
Categories: Start Ups

Ashbaugh Beal is proud of its reputation as the “entrepreneur’s law firm.”  Over the years, we have worked with countless entrepreneurs and their start-up ventures, often from the very inception of their business.  Inevitably, a significant aspect of our initial counsel involves helping the founders … Read More »

FASB MOVES CLOSER TOWARD SIGNIFICANT REVISION OF FINANCIAL STATEMENT STANDARDS

Date: November 3rd, 2009

On September 23, 2009, the Financial Accounting Standards Board (“FASB”) tentatively decided that entities will be required to present financial statement items in sections that distinguish between business activities (value creating activities) and financing activities (funding of that value creation) in each of the financial … Read More »

WASHINGTON OVERHAULS LAWS GOVERNING LIMITED PARTNERSHIPS

Date: October 29th, 2009

On April 23, 2009, Governor Christine Gregoire signed into law the most significant update to Limited Partnership law in a generation. Effective January 1, 2010, Washington limited partnerships will be governed by the Washington Uniform Limited Partnership Act (the “WULPA”), representing a wholesale replacement of … Read More »