Attention:

Equity Crowdfunding: Potential Profit? Or Potential Headache?


Level: Advanced
Runtime: 92 minutes
Recorded Date: September 30, 2019
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Agenda


 • Crowdfunding
 • Securities Laws
 • Tax Implications of Crowdfunding
        - Types of Crowdfunding
        - Key Threshold Questions to Ask
        - Classifying the Issuer
        - US Debt-Equity Rules, IRC Sec.385
        - Tax Treatment of Crowdfunding
        - Tax Compliance

Runtime: 1 hour, 32 minutes
Recorded: September 30, 2019

Description

Crowdfunding--raising money to support an undertaking or cause by reaching out to large, unknown numbers of people as donors through in-person events or social media--has become increasingly common. A new approach for start-up businesses is equity crowdfunding. This approach allows you to seek investments from potential shareholders. All in all, an array of legal and ethical issues can trip up any individual or organization testing this financing approach. Make sure you're positioned to counsel clients effectively on the parameters, ethical considerations, and legal conditions surrounding crowdfunding. 

This program was recorded on September 30th, 2019.

Provided By

American Bar Association

Panelists

Pamela Ann Fuller

Of Counsel
Tully Rinckey, PLLC

Ms. Fuller’s practice has a triple focus: tax planning, tax controversies, and tax compliance.

She advises a wide range of clients–including private and public companies, joint ventures, funds, high-net-worth individuals, C-Suite executives, and government entities–on transactional, investment, and supply-chain strategies to achieve optimal tax and business results. She advises clients on both purely domestic transactions and transnational ones, helping both U.S.-based companies and foreign companies (and their executives) achieve the best possible results from a tax and business perspective.

As a seasoned practitioner and tax technician, Ms. Fuller is accustomed to handling nuanced matters involving highly technical questions of law, policy, and procedure at the federal, state, and international levels. She provides sophisticated tax planning services across many industry sectors, including financial services, software & digital technologies, real estate development, healthcare, bio-pharma, construction & engineering, infrastructure, oil & energy, and retail. She understands the exigencies of business and can develop sound, practical solutions that serve both tax accounting and financial accounting objectives.

Ms. Fuller is an effective and assertive taxpayer advocate, with nearly two decades of experience resolving tax controversies involving federal, state, and foreign taxes, as well as tax penalties. She has effectively represented clients in IRS audits and at IRS appeals. When going to court is the best strategy, she is able to guide her clients through the complex litigation process. She is a skilled negotiator, and has helped clients achieve attractive out-of-court settlements. Some of the controversies Ms. Fuller has handled have involved novel questions of law. She also has significant experience with complex transfer pricing issues–skills first acquired when she clerked for the United States Tax Court, serving three consecutive 2-year terms in the Chief Judge’s chambers in Washington, D.C.

Ms. Fuller publishes articles on current tax and international law topics, and has frequently served as a session rapporteur in connection with international tax seminars sponsored by the International Bar Association. She regularly speaks at tax and international law conferences, and is slated to chair an in-depth presentation on the international tax planning issues and opportunities raised by the Tax Cuts & Jobs Act of 2017, being held in New York City during Global Law Week 2018.

Ms. Fuller holds an LL.M. in Tax Law from New York University School of Law, a J.D. from Seattle University, and an B.A. from the University of Washington. Earlier in her legal career, Ms. Fuller completed judicial clerkships at both state and federal courts.

Prior to becoming a tax attorney, Ms. Fuller worked as a business new reporter and anchor for a highly regarded NBC News affiliate in Seattle. When she is not practicing tax law, speaking and writing articles on international law, Ms. Fuller loves to snow ski, hike, and travel.

Jillian Sidoti

Founding Partner
Trowbridge Sidoti, LLP

Jillian Sidoti, Esq. is one of the country’s leading experts on Regulation A+. Since 2008, Jillian has submitted multiple Regulation A Offering Circulars to the Securities Exchange Commission for approval making her one of the few attorneys familiar with the law prior to the changes under the JOBS Act. Since the JOBS Act, Jillian has assisted multiple companies and entrepreneurs realize their fundraising goals through Crowdfunding, 506©, and Regulation A. Jillian also continues to specialize in transactional legal matters such as private placement memorandums, S-1's/S-11’s, and Regulation D filings. Jillian also spends her time speaking at seminars educating real estate investors on how to legally raise capital for their real estate investment projects. Jillian is the author of the highly rated book, The Crowdfunding Myth which debunks the multiple myths surrounding crowdfunding and teaches the reader how to effectively crowdfund their securities offering.

Prior to her legal career, Jillian owned and operated a record label enabling her to tour worldwide with artists, including visiting South Africa, Canada, Europe, and the United States. Using that experience, Jillian has been commissioned to write articles and contracts for many music industry entities.

For several years, Jillian taught Finance and Accounting for the BS and MBA programs at the University of Redlands, drawing on her experience as Financial Analyst, Controller, and CFO for many companies from manufacturing to real estate development. Jillian also teaches a Small Business Management class where students are taught the anatomy of a business plan.

Bryan McGlynn Sullivan

Partner
Early Sullivan Wright Gizer & McRae, LLP

Bryan M. Sullivan advises and represents his clients as a legal strategist in all their business affairs assisting them in achieving their business goals while ensuring that they receive the utmost level of protection along the way. Bryan’s goal is to obtain for his clients a net gain by balancing specific, imminent business and legal needs with overarching client goals.

Bryan implements effective, creative strategies by drawing upon his wide range of business experience and legal expertise, which gives him a unique appreciation of the importance of harmonizing the many varying, and sometimes competing, demands that exist in today’s fast-paced, ever-changing business world. Bryan has experience on the litigation and appeals side of the practice, as well as with entertainment and intellectual property contracts, investment and financing agreements, and corporate structure documents on the dealmaking side. He is also well-versed in the exercise of a corporate officer’s or director’s fiduciary duties and has advised many individuals on their respective obligations as an officer and/or director of a company. From complex litigation to negotiation strategy to everyday business decisions, Bryan knows how to prioritize the client’s needs and to ensure a net gain and positive result for the client.

Bryan was named in the The Best Lawyers in America© 2018 for Commercial Transactions / UCC Law and Entertainment Law, was recognized by the Los Angeles and San Francisco Daily Journal in 2015 as one of the “Top 20 Attorneys Under 40 in California,” and was recognized by national legal publication Law360 in 2013 as one of the top 100 attorneys under 40 in the United States. Further, from 2008-2014, Bryan was named a “Southern California Super Lawyers Rising Star” by Thomson Reuters and Los Angeles Magazine and, from 2015-2017, a “Super Lawyer” by the same publications.

Also, Bryan is well-known in the community for his non-profit activism and work on political campaigns. He is involved as an officer or director of several non-profit groups, including Basta, Inc., a tenants’ rights group; I Vote, Inc., a youth voter engagement group; and the Lion Fund For Children, a group that helps victims of sex abuse. In 2012, the Liberty Hill Foundation honored Bryan with its 2012 NextGen Leadership Award at its annual ChangeLA Event at the W Hotel Hollywood recognizing Bryan’s dedication to non-profit work and political activism.

In addition, in April of 2014, Los Angeles Mayor Eric Garcetti appointed Bryan to the City of Los Angeles’ Affordable Housing Commission where Bryan served until March 2015 when he resigned to join Mayor Garcetti’s reelection campaign.

Bryan received his law degree in 2000 from Boston College Law School and a Bachelor of Arts degree in 1997 in Political Science, History and International Relations from the Maxwell School of Citizenship and Public Affairs of Syracuse University, where he graduated summa cum laude with honors and was a member of Phi Beta Kappa.

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