Internet and E-Commerce Blog

Phantom Shares

Published May 24, 2017 Blog, Business Law Blog, Internet and E-Commerce Blog, meta data, Tax Law Blog Comments
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In part I of this blog, regarding employee equity, I discussed how giving key employee’s equity in your start up business can make a lot of sense–to off set lower salaries, create buy-in and create “skin in the game”. I also addressed reasons that this might not be the most advantageous option. Specifically that the […]

“My key employee wants equity. What should I do”?

Published May 19, 2017 Blog, Business Law Blog, Internet and E-Commerce Blog, meta data, Tax Law Blog Comments
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The question of employee equity comes up regularly in small business environments. Employees may believe that having a “stake” in the business will validate their importance, enhance their sense of accomplishment and self-worth. Employees may also believe (rightly or wrongly) that ownership will provide a significant financial upside. Offering equity to employees can be attractive […]

Ouch!!! There is a Shark at my Pool Party!!!

Published July 12, 2016 Blog, Business Law Blog, Internet and E-Commerce Blog, meta data, Tax Law Blog Comments
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Startups and other business ventures involve forming new business relationships—sometimes several at a time. In some ways, a business venture is like a pool party. Your business is the swimming pool, and the people you involve in your business—investors, business advisors, engineers, consultants, attorneys, and accountants, not to mention employees—are your guests. For obvious reasons, […]

Franchise Tax Board Telephone Fraud

Published December 8, 2015 Blog, Business Law Blog, Estate Planning Blog, Internet and E-Commerce Blog, meta data, Tax Law Blog, Uncategorized Comments
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I am under the gun with a rush project when my office phone rings. “Hello” I distractedly say as I continue to peruse the document glaring back at me from the bright computer screen. “This is Karen, from the Franchise Tax Board, and I have some questions for you regarding your estimated first quarter tax […]

California’s Single Sales Factor & International Business

Published November 30, 2015 Blog, Business Law Blog, Internet and E-Commerce Blog, meta data, Tax Law Blog, Uncategorized Comments
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In 2012, California adopted the “single sales factor” to determine how much of a taxpayer’s business income should be subject to California tax. This is determined by multiplying the taxpayer’s total business income by the sales factor, the numerator of which is the total sales of the taxpayer in California during the taxable year, and […]

LLC vs. S-Corporation: Eeny, Meeny, Miny, Moe

Published October 1, 2015 Blog, Business Law Blog, Estate Planning Blog, Internet and E-Commerce Blog, meta data, Tax Law Blog, Uncategorized Comments
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Please find my article, LLC vs. S-Corporation: Eeny, Meeny, Miny, Moe, at the October, 2015 “Business Law” Edition of Contra Costa County Bar Association. Online Article located at http://cclawyer.cccba.org/2015/10/llc-vs-s-corporation-eeny-meeny-miny-moe/. This is just a basic overview and is not legal advice specific to your situation. If you would like to speak with Jonathan about your […]

To Make Good Choices for the Future, We Must First Accept the Present

Published June 26, 2015 Blog, Business Law Blog, Estate Planning Blog, Internet and E-Commerce Blog, meta data, Tax Law Blog Comments
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To walk away—and save the remaining $30,000 for a better day—he has to accept the fact that he just spent $50,000 on a dry hole. This is not easy. But it is critical to making a good decision.

CONTRACT? WHAT CONTRACT? I DID NOT SIGN ANYTHING!

Published June 22, 2015 Blog, Business Law Blog, Estate Planning Blog, Internet and E-Commerce Blog, meta data, Tax Law Blog Comments
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A slap dash “I accept” that you click on or a quick email reply to a contractor, who has a paper contract with you, agreeing to a change in the contract is legally equal to your sitting down and signing your John Hancock to a new contract with a flourish of your pen.

DO YOU PLAN TO INCLUDE A NON-U.S. INVESTOR IN YOUR BUSINESS? (PART II)

Published June 8, 2015 Blog, Business Law Blog, Estate Planning Blog, Internet and E-Commerce Blog, meta data, Tax Law Blog, Uncategorized Comments
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The idea is that the non-U.S. partner can recover the difference between the amount withheld and his or her actual tax liability by filing a U.S. federal tax return. (Of course, this assumes that the partnership’s taxable income is treated as effectively connected to a U.S. trade or business—a subject that is beyond the scope of this discussion.)

DO YOU PLAN TO INCLUDE A NON-U.S. INVESTOR IN YOUR BUSINESS? (PART 1)

Published June 4, 2015 Blog, Business Law Blog, Estate Planning Blog, Internet and E-Commerce Blog, meta data, Tax Law Blog Comments
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In today’s global economy, it is not uncommon for a U.S. partnership or LLC to include a non-U.S. investor. The benefits are obvious—overseas investors, often friends and family, can be an important source of capital for a new business. However, it is vital to understand the tax consequences before you sign on the dotted line.

TAKE AN EMOTIONAL STEP BACK

Published May 28, 2015 Blog, Business Law Blog, Estate Planning Blog, Internet and E-Commerce Blog, meta data, Tax Law Blog Comments
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As a business lawyer, my job is to help my client make a good business decision that he or she she can live with months and years into the future. Sometimes, this involves stepping back from the emotional need for justice or vindication. For example, it may make sense to settle a dispute even if you’re in the right so that you do not have to incur the incredible financial, emotional, and time-consuming toll of litigation.

It takes guts to stand back and weigh the costs and benefits of a resolution that may make sense but feel unfair. 9 times out of 10, you’ll be glad you did.

I Have a Corporation, Do I Still Need Insurance?

Published May 15, 2015 Blog, Business Law Blog, Estate Planning Blog, Internet and E-Commerce Blog, meta data, Tax Law Blog Comments
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The takeaway message is that corporation or limited liability company can be an excellent way for a business owner to minimize his or her personal liability. But insurance is still a vital piece of the puzzle.

S-Corp or LLC Better for My Business Part II?

Published May 11, 2015 Blog, Business Law Blog, Estate Planning Blog, Internet and E-Commerce Blog, Tax Law Blog Comments
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S-Corp or LLC Better for My Business Part II? One of the most important distinctions between an S-corp and an LLC involves ownership. In general, an S-corporation may have only shareholders who are: (1) individuals who are U.S. citizens; (2) resident aliens; (3) certain types of trusts; and (4) other S-corporations

Is a S-Corp or LLC Better for My Business? Part 1

Published May 6, 2015 Blog, Business Law Blog, Internet and E-Commerce Blog, meta data, Tax Law Blog, Uncategorized Comments
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The alphabet-soup menu may seem limitless (FLP, LLP, PLLP, etc.). For reasons beyond the scope of this discussion, the more exotic choices generally do not fit the needs of a closely-held business or startup. In most situations, the choice comes down this: corporation vs. limited liability company. In some situations, either alternative will work well. But in others, your selection can have profound consequences.

Should I form a Nevada Corporation for my California Business?

Published April 28, 2015 Blog, Business Law Blog, Estate Planning Blog, Internet and E-Commerce Blog, Tax Law Blog Comments
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There can be valid reasons for a California business to incorporate under the laws of another state. However, saving money is not one of them.

The IRS and the Civil Fraud Penalty

Published April 15, 2015 Blog, Business Law Blog, Estate Planning Blog, Internet and E-Commerce Blog, Tax Law Blog Comments
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Any civil fraud case will be very fact-specific. The key question is whether the IRS can prove, by clear and convincing evidence, that the taxpayer intended to evade a tax that the taxpayer knew he or she owed. Given the stakes involved, this merits close examination. If the IRS assesses or threatens to assess the civil fraud penalty against you, you would be well advised to consult with a tax attorney to discuss your rights and potential defenses.

Partnerships: A Lesson in the Law of Unintended Consequences

Published April 7, 2015 Blog, Business Law Blog, Estate Planning Blog, Internet and E-Commerce Blog, meta data, Tax Law Blog Comments
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Many business owners and investors are surprised to learn that in the eyes of the law, they are partners in a partnership. Maybe the word “partner” simply has picked up too many uses—think “domestic partner,” “tennis partner,” or “partner in crime.” For whatever reason, many people forget that yes, it means something in business law as well.

You Have a New California Corporation, What Now? Part II

Published March 16, 2015 Blog, Business Law Blog, Internet and E-Commerce Blog, Tax Law Blog Comments
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You have a new California Corporation, What Now? Part I dealt with an overview on your California Corporation, withdrawing corporate funds, taxes & accounting and books and records. I’ll continue to address the advantages that your Corporation will enjoy as a S Corporation.

Protecting Your Business from Cyber Risks

Published March 2, 2015 Blog, Business Law Blog, Internet and E-Commerce Blog Comments
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In November 2014 Sony Pictures experienced a debilitating cyber-attack, one which many experts believe was perpetrated by the North Korean’s. While most small businesses are unlikely to incur the wrath of Kim Jong-Un, any business with a computer or mobile device, i.e., nearly every business, is potentially vulnerable to cybercrime of one kind or another. […]

Does your website’s “Terms of Use” protect you?

Published February 23, 2015 Blog, Business Law Blog, Internet and E-Commerce Blog, meta data Comments
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Most websites include a link to their “Terms of Use” somewhere on the landing page. Even though the terms of use are rarely read by website users, they serve as a vital legal safeguard for you, the website’s owner. A terms of use document, sometimes called legal terms or just legal, achieves its purpose by […]

Help! My Spouse is Cheating on His/Her Taxes!!! Part I

Published February 13, 2015 Blog, Business Law Blog, Estate Planning Blog, Internet and E-Commerce Blog, meta data, Tax Law Blog, Uncategorized Comments
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•Read the signals that something is amiss (anything from a questionable deduction to a bumper sticker proclaiming your spouse’s allegiance to a tax protestor group)
•Tried talking about it (interesting conversation) or decided not to bother (even more interesting)
•Finally, decided to act and call me, your tax attorney.

IN·DEM·NI·FY: A Dangerous Little Word…

Published February 5, 2015 Blog, Business Law Blog, Internet and E-Commerce Blog Comments
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Where do you find indemnity clauses? They are often contained in the “boilerplate” section of contracts, and are easily overlooked by people in a hurry to sign on the dotted line. If the contract includes an indemnity clause, be sure to discuss it with your attorney. It could potentially cost, or save, you a lot of money.

Making Payroll by Shorting Your Employees’ Tax Withholdings is Bad Idea!

Published January 8, 2015 Business Law Blog, Internet and E-Commerce Blog, Tax Law Blog Comments
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Finally, in a delicious irony (at least if you are an IRS agent), this approach will ultimately make the company’s financial situation much worse. When tax time comes, the corporation will only be able to deduct employee compensation that was reported as employee compensation. “Under the table” transfers are, by definition, not reportable for tax purposes. This will make the corporation will appear much more profitable than actually was, leading to a downward spiral of tax debt.

WHY SHOULD MY BUSINESS BE ON GOOGLE+?

Published July 22, 2014 Business Law Blog, Estate Planning Blog, Internet and E-Commerce Blog, Tax Law Blog Comments
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Rather than peer hungrily at the data gathered by sites such as Facebook and Twitter, Google decided to create its own data gold mine—Google+. Unlike Facebook and Twitter, Google has complete access to the information on Google+ and is able to use that information to evaluate each website’s identity and reputation.

So…if you value your business’s search rankings on Google, better have a good Google+ presence!

JONATHAN WATTS, has been named to the 2014 California Rising Stars list.

Published July 17, 2014 Blog, Business Law Blog, Estate Planning Blog, Internet and E-Commerce Blog, Tax Law Blog Comments
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We are pleased to announce that Jonathan Watts has been selected to the 2014 California Rising Stars list. This is an exclusive list, recognizing no more than 2.5 percent of the lawyers in the state. Super Lawyers, a Thomson Reuters business, is a research-driven, peer influenced rating service of outstanding lawyers who have attained a […]

Zappos Told Their Terms of Use Contract is Invalid and Unenforceable

Published November 2, 2012 Business Law Blog, Internet and E-Commerce Blog Comments
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Like many e-commerce sites, Zappos.com’s Terms of Use was accessible by means of a hyperlink at the bottom of each page. Users were not required to click “I accept” when setting up an account or making a purchase (i.e., a “click-wrap” agreement). Instead, users were supposed to locate and click on the hyperlink to the Terms of Use that purportedly governed their relationship with Zappos. (This type of setup is sometimes referred to as a “browse-wrap” agreement.) The hyperlink to the Terms of Use was not prominently displayed.

This arrangement was weighed in the balance and found wanting. By the stroke of a pen, District Judge James denied Zappos the right to send their goof-up to arbitration (and thus save themselves a lot of money, further embarrassment and a massive headache) because Zappos’ customers never agreed the Terms of Use in the first place. In the judge’s words:

The Fiscal Cliff is Looming. What Should You Do?

Published October 31, 2012 Business Law Blog, Estate Planning Blog, Internet and E-Commerce Blog, Tax Law Blog Comments
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If you own a C-Corp it is likely it will make sense to pay yourself the qualifying dividends from your company’s retained earnings. This will take advantage of the low 15% 2012 tax rate and avoid the astronomical 39.6% 2013 tax rate. Finally, you should review whether selling your investments that have unrealized gains before 12.31.2012 makes economic sense.

Deferring your expenses probably would be the wrong call to make. Itemized deductions seem to be on the chopping block, both by Romney, many Democratic plans as well as most states. The 2012 itemized deduction rule should be, if you see a deduction, take it!

Of course the election results will further hone the New Year’s trajectory. These are just a few tips on ways to stay informed and savvy in the meantime.

What Features Should be Made Available or Enhanced on My Mobile Business Site?

Published October 19, 2012 Blog, Business Law Blog, Internet and E-Commerce Blog Comments
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The larger and more complex the files, the slower the downloading for your potential customer. Customers on mobile devices have seconds, not minutes, in which they’re trying to accomplish something. If your potential customer has reached the order window at their local Taco Bell and your site is still downloading chances are they’ll decide to redirect their search to another business.

Mobile-Friendly: Is it Just a Fad or Does it Matter for My Small Business?

Published October 17, 2012 Business Law Blog, Internet and E-Commerce Blog Comments
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Google recently commissioned research firms Sterling Research and SmithGeiger to poll over 1000 adults on their opinions and thoughts on their mobile web experience. These statistics unearthed some enlightening data that further supports the mobile web’s wide open vista that has been largely untapped by small business owners.

Now that I have a Corporation, Do I still need Insurance?

Published August 28, 2012 Blog, Business Law Blog, Internet and E-Commerce Blog Comments
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Internet and E-Commerce Blog

Internet and E-Commerce Blog

Phantom Shares

“My key employee wants equity. What should I do”?

Ouch!!! There is a Shark at my Pool Party!!!

Franchise Tax Board Telephone Fraud

California’s Single Sales Factor & International Business

LLC vs. S-Corporation: Eeny, Meeny, Miny, Moe

To Make Good Choices for the Future, We Must First Accept the Present

CONTRACT? WHAT CONTRACT? I DID NOT SIGN ANYTHING!

DO YOU PLAN TO INCLUDE A NON-U.S. INVESTOR IN YOUR BUSINESS? (PART II)

DO YOU PLAN TO INCLUDE A NON-U.S. INVESTOR IN YOUR BUSINESS? (PART 1)

TAKE AN EMOTIONAL STEP BACK

I Have a Corporation, Do I Still Need Insurance?

S-Corp or LLC Better for My Business Part II?

Should I form a Nevada Corporation for my California Business?

The IRS and the Civil Fraud Penalty

Partnerships: A Lesson in the Law of Unintended Consequences

You Have a New California Corporation, What Now? Part II

Protecting Your Business from Cyber Risks

Does your website’s “Terms of Use” protect you?

Help! My Spouse is Cheating on His/Her Taxes!!! Part I

IN·DEM·NI·FY: A Dangerous Little Word…

Making Payroll by Shorting Your Employees’ Tax Withholdings is Bad Idea!

WHY SHOULD MY BUSINESS BE ON GOOGLE+?

JONATHAN WATTS, has been named to the 2014 California Rising Stars list.

Zappos Told Their Terms of Use Contract is Invalid and Unenforceable

The Fiscal Cliff is Looming. What Should You Do?

What Features Should be Made Available or Enhanced on My Mobile Business Site?

Mobile-Friendly: Is it Just a Fad or Does it Matter for My Small Business?

Now that I have a Corporation, Do I still need Insurance?

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