Many people may be surprised as to what all qualifies as a “security” under the federal securities laws, and the Indiana Securities Act (ISA). A security is often thought of as a stock or bond, but can also include “promissory notes, investment contracts, and interests in limited liability companies, to name a few,” according to Indiana Secretary of State and the seminal U.S. Supreme Court Case of Howey.

Certain preconceptions of corporations follow the historical belief that corporations exist solely to maximize profits for shareholders. As such, a profit mandate gives those in charge much less of a choice than they might prefer. With the advent of businesses moving to a social awareness business model, this has put constraints on the traditional corporate legal model. So, what if a corporation was able to seek profits while also considering their potential benefit (or detriment) to society? The answer in most states has been the adoption of benefit corporations (“B-Corp”). During the summer of 2015, Indiana passed legislation to join those states allowing the registration of B-Corps. As of the fall of 2015, there are thirty states that have enacted legislation allowing for this particular type of entity.

The Department of Labor is in the process of making significant changes to two exemptions that could significantly impact your company: the white collar overtime exemption and the exemption for highly compensated employees.  The final rule has not been published, but employers should consider making preparations now based on the proposed rule. 

Earlier this month, I was given the opportunity to speak with an entrepreneurship class at Purdue University, regularly taught by Tim Peoples – who is also the Director of Entrepreneur Services and Programming for the Purdue Foundry. My goal going into this class was to give the students a basic understanding of the options and processes that go into forming a company.

If you are or have ever been through the process of raising private capital for an emerging company, you are well aware of the regulatory framework that seems to have been created to test your commitment.  When you raise money for your venture you are almost undoubtedly selling a "security."  The offering and sale of securities are regulated by both the federal government and each state which has jurisdiction. What this means:  when you raise money, the securities you are offering are either: (1) registered; (2) exempt; or (3) illegal.  Almost every new and growth stage company will rely on an exemption from registration which is an expensive process and offering illegal securities is not a solid business plan.  (Before you ask, there is no "friends and family" exemption.)