There is a section of the Internal Revenue Code (IRC) that provides some tax benefits for people who sell their companies to either an ESOP or to a worker cooperative. This blog will explain how 1042 provides tax advantages when selling to a cooperative. If you are thinking of becoming employee-owned or selling your business to …
Transactions
VC Investment into Democratic, Worker-Owned PBC
What does it feel like when traditional notions of worker-ownership come face to face with venture capital and a deal gets hammered out? As you might expect, pretty exciting and hopeful. One of our clients came to us a little more than a year ago as a group of workers and friends who left …
Vlog: Mission Outcomes Convertible Series Preferred Term Sheet
I have been working for over a year on a template impact oriented term sheet with the above captioned mouthful of a name. Here is a loom explainer on what it’s all about. Email us if you’d like to learn more, or want to consider deploying it. Episode 1 Episode 2
Use of the term “Cooperative”
Edited June 26th, 2020: An earlier version of this blog post implied that only organizations incorporated as cooperatives under Massachusetts law may use the word “cooperative.” This post has been edited to accurately reflect that other businesses may use the term if they distribute earnings consistent with cooperative law. Entity formation is often the first …
Business Plan Outline
Overview/Executive Summary: can be one paragraph or more extensive as needed. Description of the Business: purpose, goals, objectives. Products/Services: What will the business be providing to its members and/or to the public? Consider whether this is different in the short term versus the long term. The Market: Who are the potential customers, including, demographics (type …
Contract Drafting: More Art than Science
I’ve been practicing law for more than 13-years. By some measurements, I’m still in the adolescent phase of my career. Nevertheless, in that time, I have reviewed and drafted thousands of contracts, ranging from the commonplace – NDAs, LOIs, Purchase and Sale Agreements, Consulting Services Agreements, Contractor Agreements – to the more complex – cooperative …
Tax Advantages of Selling to a Worker Cooperative
Why Try a Worker Co-op Business owners should think carefully and develop a strategic plan for exiting a business. You, the business owner looking to sell, can leave your business by selling it to family members or third parties, merging it into a larger organization, selling it to employees through an employee stock ownership plan …
Limited Cooperative Associations and Early Stage Financing
Cooperatives are the original social enterprise business model and Colorado is emerging as the “Delaware of cooperative law,” thanks in no small part to limited cooperative associations (LCAs), authorized by C.R.S. Title 7, Article 58. The limited cooperative association is a relatively new entity type, adopted in Colorado in 2010. It offers a balance of …
A View from an Outside General Counsel’s Perch
I was an in-house general counsel for more than 5 years at Namaste Solar. While in the role, I learned that rendering traditional legal advice was, as they say, necessary but totally insufficient to being successful or adding value. My colleagues consistently pushed me to add value by offering what I now call “legally informed …
