Wash. State Budget Crisis: Higher Education & Pensions

Join us for an open conversation with WTIA’s own legislative expert and experts from our own higher education institutions. The topic will be: the state of improving education for future generations while facing budget cuts that will dramatically reduce their ability to offer these services.

Click here to register.

The experts include:

  • Lew McMurran, VP of Government Affairs at WTIA
  • Randy Hodgins, VP of External Affairs at the University of Washington
  • Colleen Kerr, AVP of Governmental Relations at Washington State University\
  • Charlie Earl, Executive Director at the State Board of Community & Technical Colleges

When: Tuesday May 10th, 2011

Time: 5:30-7:30pm

Where:
Davis Wright Tremaine LLP
1201 Third Avenue, Suite 2200
Seattle, Washington 98101

Cost:
Members = Free
Non-Members = $20

Agenda:
5:30 – 6:10 pm – arrival & networking
6:10 – 6:15 pm – opening remarks
6:15 – 7:15 pm – Budget conversation (including Q&A from the audience)
7:15 – 7:20 pm – announcements
7:20 – 7:30 pm – final networking, questions

WTIA Finance & Legal Community organizing committee: Glen Walcott, Double Down Interactive; Taft Kortus, Moss Adams; Joe Wallin, Davis Wright Tremaine; Tony Lael, CoreConnex, Inc

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What Do You Mean When You Say It’s Green?

New guidance from the FTC on eco-friendly marketing
By Haeryung Shin and Stephen C. Ellis

If you market products, packaging, or services that claim to be “green” or “eco-friendly” or that display green certifications or seals of approval, what should you do to avoid a claim that your advertising is misleading? Under proposed revisions to the Guides for the Use of Environmental Marketing Claims (Green Guides), issued by the Federal Trade Commission (FTC), marketers should be prepared to limit such claims to what they can specifically substantiate with demonstrable evidence. Continue reading

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New Washington Corporation Formation Checklist

Washington Corporation Formation Checklist.jpgIf you are forming a new corporation in Washington, you might find the below list helpful. The formation steps for forming a new Washington corporation are:

1) File Articles of Incorporation with the Washington Secretary of State to create the corporation under state law. You will want to make sure that the Articles contain the following characteristics:

(i) no cumulative voting;
(ii) no statutory preemptive rights;
(iii) less than unanimous shareholder consent is authorized; and
(iv) the broadest release from liability and indemnification provisions possible.

2) If the initial directors are not named in the Articles of Incorporation, the incorporator will need to execute a consent naming the initial directors.

3) The initial directors will then need to have an “Organizational Meeting” or execute an “Organizational Consent in Lieu of a Meeting” in which they:

(i) appoint officers,
(ii) adopt bylaws,
(iii) authorize the initial share issuances,
(iv) authorize the commencement of doing business, and
(v) other matters.

4) If the corporation is eligible and intends to elect to be taxed as an S corporation, do not forget to file the S corporation election timely and have spouses sign it as well if required. If any of the initial shareholders live in community property states, then spousal consents will typically be required even if the shares are held in the name of the shareholder spouse only. An S corporation election without required spousal signatures is not valid.

5) Once you receive the Articles of Incorporation back from the Secretary of State, use the UBI number stamped on the front page to apply for a business license on the Washington State government’s web site.

6) You will then need to apply for and obtain any necessary city business licenses.

7) You will then need to obtain a taxpayer identification number from the IRS.

8) The initial shareholders should then subscribe for their shares, execute stock subscription agreements and pay for their shares. The stock subscription agreements should contain appropriate vesting and buy back rights.

9) The initial shareholders will need to file 83(b) elections if required.

10) The initial service providers to the company should execute IP assignment agreements and agreements which assign IP arising out of ongoing services to be provided to the corporation.

11) The corporation will need to open a bank account in its own name and deposit the checks written to it by the initial shareholders. At all times the corporation should have a separate financial life than the financial life of its owners.

12) Do not forget to file the initial annual report that is returned with the file stamped Articles of Incorporation.

It is advisable to consult with counsel throughout this process.

Posted in Business/Corporate Law | Tagged , , , , , , , | 1 Comment

Gamification

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Obama Signs Bill Repealing New 1099 Requirements

The President has now signed H.R. 4, the bill repealing the new Form 1099 requirements that were part of the healthcare reform bill.

Now persons in business (including individuals) will not have to issue a Form 1099 to all persons from whom they bought more than $600 in goods from during the year.

The full text of H.R. 4 is below. The new reporting requirements were set to become effective January 1, 2012, and would have required anyone in business to issue a Form 1099 to anyone they purchased more than $600 in goods from during the year. Freelance writers, for example, would have had to issue Forms 1099 to Apple Computer when they bought a new computer.

Thankfully, businesses will now not be burdened with this paperwork.

Continue reading

Posted in Federal Law & Regulation | 6 Comments