Legal Services for Growing Businesses, Entrepreneurs and Investors

Los Angeles Business Lawyer | Bennett Jay Yankowitz | (424) 256-8560 in 90210

Business Lawyer serving Los Angeles and all of Southern California

eGenralCounsel is a law firm created by Los Angeles business lawyer Bennett Yankowitz, a corporate attorney in Beverly Hills, California with over 30 years’ experience serving business and corporate clients in Southern California. Our firm specializes in representing growing businesses, entrepreneurs and investors in all types of business transactions, such as:

  • organizing and structuring new corporations, partnerships and LLC’s
  • reviewing business plans and financial projections
  • raising capital
  • mergers and acquisitions
  • venture capital
  • real estate acquisitions and loans
  • complex contracts and joint ventures

We also put together all types of investment structures, from convertible preferred stock offerings to real estate limited partnerships. Additional areas of expertise include real estate transactions and oil and gas.

Our founder, Bennett Jay Yankowitz, is a Los Angeles business lawyer with over 30 years’ experience as a corporate law partner in both major international law firms and small boutique law firms. Our law clients have ranged from entrepreneurs starting their first business to Fortune 100 companies involved in multi-billion dollar transactions. Many of our clients today are start-ups and fast growing companies and the investors, both individual and institutional, who finance them.

Business Lawyer in Los AngelesWe created eGenralCounsel as a web-based, cost-effective alternative for entrepreneurs, investors, growing companies and others who need sophisticated corporate and business law services but are tired of paying the exorbitant hourly fees of traditional law firms. We keep our fees down by drawing on our extensive network of independent attorneys and boutique law firms to meet the specialized need of each of our clients, and using web technology to maximize efficiencies. If you are looking for a highly qualified, cost-effective business attorney in Southern California, call or email us today to see how we may help you.

Testimonials

“Bennett Yankowitz was instrumental in the early formation of Impact Capital Advisors, LLC and its partner structure some 10+ years ago. Ben has not only represented my firm and me personally on many different occasions; he has become an invaluable mentor and guide assisting my firm’s continued successful growth and expansion into Europe and Africa. Ben’s diverse and extensive legal expertise is readily complimented by his real world experience of building and developing his own as well as his clients’ business enterprises. His very personalized proactive hands-on philosophy and approach is a refreshing differentiator from the traditional law firm business style. I heartily recommend Ben without hesitation.” David Dunlap, President, Impact Capital Advisors, LLC

Recent Posts

Crowdfunding vs. Old Fashion Capital Raising

Infographic on Raising Capital Over the Internet

We are pleased to announce the publication by our sister site, crowdfundinglawyer.us, of a brand-new Infographic on Raising Capital on the Internet. There appears to be much confusion between the four major methods of raising capital for start-ups and growing business on the web: Private positioning web sites, easily accessible only by certified investors, Reg A+ offerings, Conventional crowdfunding, through sites such as kickstarter.com, and True equity crowdfunding, which becomes legal in the United States in May 2016. We hope that this infographic will assist in clearing up the differences. Further information can be found at this blog post. Read more →

FINRA equity crowdfunding rules approved by SEC

SEC Approves FINRA’s Equity Crowdfunding Rules; Portals may now Submit Applications

Registration now Open for Crowdfunding Portal Licenses Equity crowdfunding took a step closer to becoming a reality in the U.S. when on January 29, 2016 the Securities and Exchange Commission (SEC) approved the rules of the Financial Industry Regulatory Authority (FINRA) governing crowdfunding portals.  Starting that date, companies running equity crowdfunding web platforms may submit applications to the SEC and FINRA to become registered crowdfunding portals. The SEC’s final crowdfunding rules become effective on May 16, 2016, the date that registered portals may commence business. Our sister site has posted an article discussing the FINRA rules in detail, which may be accessed here. Read more →

Regulaion A+ and Equity Crowdfunding

Is Regulation A+ Really Crowdfunding?

The SEC’s revamped Regulation A, known informally as Regulation A+, went into effect on June 19, 2015.  There have been many reports in the press, including the Los Angeles Times, mistakenly implying that Reg A+ has legalized equity crowdfunding.  In fact, equity crowdfunding and Regulation A+ are two entirely separate topics. Regulation A+ loosens the rules for making a “mini-IPO.”  Previously, only $5 million in any 12-month period could be raised under Regulation A; that amount has now been raised to $20 million in the case of “Tier 1” offerings and $50 million in the case of “Tier 2” offerings. As with a registered IPO, a disclosure statement (called an “offering statement,” to distinguish it from a prospectus for a fully registered IPO or other securities offering) must be filed and cleared with the SEC.  While the level of disclosure is somewhat less complicated and detailed than that for a registered offering, it is still substantial.  Tier 2 offerings require audited financial statements, while Tier 1 offerings generally do not. Please see this post for a more detailed discussion of Regulation A+ and this article for a more detailed discussion of the proposed equity crowdfunding rules. Regulation A+ does not really have anything to do with crowdfunding.  Prior to final SEC approval of a Regulation A+ offering, limited solicitations of interest and distributions of a preliminary offering statement are permitted, but the process is modeled on the IPO process for offerings registered under the Securities Act of 1933.  There are minimal rules on the qualifying purchasers. The SEC’s proposed equity crowdfunding rules, in contrast, are focused on the internet portals that will facilitate crowdfunding of stock sales and other forms of raising capital. These rules, authorized by Title III of the JOBs Act, are modeled on the regulatory scheme for securities broker-dealers.  Thus, the portals themselves must be registered with the SEC, and are subject to numerous regulations akin to those governing broker-dealers.  The amount of capital that may be raised is far lower than for Regulation A+–$1 million in any 12-month period.  In addition, unlike for Regulation A+, the amount of securities that may be purchased by a single investor is strictly limited. While Regulation A+ is now fully in effect, the SEC’s crowdfunding rules are not, and there is no word yet on when they might finally be adopted. Read more →

Late fees

Is it Legal to Charge a 5 Percent Late Fee for Rent?

In a word, NO. At least in California. Printed form leases for apartments and other residential real estate almost always have a clause that adds on a late fee for rent, often in the range of 5 to 6 percent.  In California, many landlords use one of the standard lease forms provided by the California Association of Realtors (CAR).  Form LR, which is often used for leases of apartments, condominiums and houses, includes just such a late fee clause. Nevertheless, in California at least, these late fees are almost always unenforceable. Liquidated Damages A late fee for rent is an example of what is known in the law as “liquidated damages.” These are damages for a breach of contract that are agreed to in advance by the parties in the contract itself, specifying the amount that the injured party may collect as damages if the other party breaches the contract. It has long been the law in the United States that for a liquidated damages clause to be enforceable (a) the amount of liquidated damages must approximate the actual damages likely to be incurred in the event of a breach, and (b) the amount of actual damages must be uncertain at the time the contract is made so that the liquidated damages clause will save the parties the difficulty of estimating the actual damages in advance. The Uniform Commercial Code, which governs contracts for the sale of goods in every U.S. State, has a more modern formulation: Damages for breach by either party may be liquidated in the agreement but only at an amount which is reasonable in the light of the anticipated or actual harm caused by the breach, the difficulties of proof of loss, and the inconvenience or nonfeasibility of otherwise obtaining an adequate remedy. A term fixing unreasonably large liquidated damages is void as a penalty. [UCC §2-718(1)] A Late Fee for Rent  is Unenforceable in California For contracts that are not governed by the UCC, Section 1671(b) of the California Civil Code is the governing statute. It states: [A] provision in a contract liquidating the damages for the breach of the contract is valid unless the party seeking to invalidate the provision establishes that the provision was unreasonable under the circumstances existing at the time the contract was made. However, if the liquidated damages are sought to be recovered by a party to (1) a contract that is for retail purchase, or rental, by such party of personal property or services, primarily for the party’s personal, family, or household purposes, or (2) a lease of real property for use as a dwelling by the party or those dependent upon the party for support, then a special rule applies, which is contained in Section 1671(d) of the California Civil Code: In the cases described [above], a provision in a contract liquidating damages for the breach of the contract is void except that the parties to such a contract may agree therein upon an amount which shall be presumed to be the amount of... Read more →

Reg A+

SEC adopts Final Regulation A+ Rules

On March 25, 2015, the Securities and Exchange Commission (SEC) adopted its long-awaited final rules overhauling its Regulation A+.  The full text of the rules can be found at this link to the SEC’s website. The final Rules implement Section 401 of the JOBS Act, which Congress enacted in January 2012 to ease the process of capital raising by start-ups and other growing companies.  Other provisions of the JOBS Act enable equity crowdfunding and relaxed the prohibition on general advertising and general solicitation in private placements to accredited investors. Regulation A and the JOBS Act Since 1936, the Federal securities laws have permitted a streamlined securities registration process, which is governed by the SEC’s Regulation A.  The process is similar to, but less onerous than, the process of filing and clearing a prospectus with the SEC for the public offering of securities.  Previously, a maximum of $5 million of securities in any 12-month period was allowed to be offered under Regulation A. However, offerings under Regulation A have been extremely rare in recent years, as issuers have clearly preferred to make private placements under Regulation D. Section 401 of the JOBs Act directed the SEC to adopt rules for a new exemption for up to $50 million of securities in any 12-month period.  As in the current Regulation A, once the information circular has been filed with and qualified by the SEC, the securities may offered and sold publicly and will not be restricted securities after sale, meaning they can be resold into the public markets without compliance with SEC Rule 144. As with the prior version, Regulation A+ is not available to companies that were already public, shell companies and companies subject to “bad actors” disqualifications. One new requirement is that issuers will have to file annual financial statements with the SEC. Final Regulation A+ Rules The final Rules, which completely overhaul Regulation A in light of Section 401 of the JOBs Act, are informally known as Regulation A+.  They create two tiers of regulation. The first is Tier 1, which is similar to the old Regulation A, and applies to offerings of up to $20 million in any 12-month period (with no more than $6 million offered by selling shareholders, as opposed to the issuer). In the proposed Rules, Tier 1 was available only for offerings of up to $5 million, with no more than $1.5 million by selling shareholders. Tier 2 applies to offerings of up to $50 million in any 12-month period (and no more than $15 million by selling shareholders) but imposes additional disclosure and ongoing reporting requirements. Tier 2 offerings, unlike Tier 1 and old Regulation A offerings, are exempt from regulation under state blue sky laws, which will lead to significant savings in costs and time.  The level of disclosure is, however increased, and the issuer will be required to file annual, semi-annual and current event reports with the SEC as long as it has at least 300 registered stockholders.  Also, an investor will not be permitted... Read more →

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Law Offices Bennett Jay Yankowitz
468 North Camden Dr., Suite 350 Beverly Hills, California 90210
Phone: 4242568560 URL of Map