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About sdcorporatelaw

Michael J. Leonard, Esq., is an award winning attorney whose practice focuses on corporate, securities, contract, and intellectual property law for small and medium businesses. In his practice, Mr. Leonard routinely assists his clients with the formation of business entities, financing through the sale of debt and equity securities, mergers and acquisitions, contract drafting and review including commercial leases, and establishment and licensing of trademarks, copyrights, and trade secrets.

California Sick Pay Law 2015

New California Sick Pay Requirements Are you abiding by the new Healthy Workplace Healthy Families Act of 2014? Are you keeping your employees informed about the amount of paid sick leave they have per pay period via their pay stub or other written notice? Have you been displaying a Healthy Workplace Healthy Families Act of 2014 [...]

June 18th, 2015|

Digital Marketing for Small Business

Digital marketing continues to skyrocket for many successful businesses. With advanced technology, numerous social media outlets, and an app for just about anything, there are many opportunities to promote “you”. Having a digital marketing plan is essential; however, it can take a great deal of time to assemble. It may be helpful for your business [...]

June 18th, 2014|

Business Start-Up Strategies

As you start a new business, it will take hours of planning to turn a dream into reality. Entrepreneurship requires determination, motivation, and knowledge. There will be many challenges before and after you launch, but we have provided you with eight strategies to help begin a successful business. #1. Business Plan Do not open a [...]

June 16th, 2014|

Use Social Media to Improve Business

May 27, 2014 With multiple social media outlets, using the web can get overwhelming and confusing. Choosing the best media outlets for your business is essential in marketing your business. Make sure to have a clear-cut strategy on to whom and how to promote your business or product, and ensure you are marketing to the [...]

May 27th, 2014|

Overtime Law Small Business

President Obama has proposed a new standard for employee overtime. Currently, the Federal Fair Labor Standards Act (FLSA) exempts employees who are performing managerial duties or any professional worker receiving $455 a week from overtime. This means an employee earning slightly less than $25,000 per year could work additional hours and not be paid for [...]

April 29th, 2014|

When to Register a Foreign Business in California

If you have a corporation, S-Corp, or LLC formed in a state other than California, or you are planning to start a corporation, S-Corp, or LLC in a state other than California, and you will do business with one or more states including California, you may be required to register your foreign business as a [...]

November 13th, 2013|

Proposed Equity Crowdfunding Rules Released

On Thursday, October 24th, the SEC released a proposed set of equity crowdfunding rules that would allow companies to sell securities via equity crowdfunding. While made legal when President Obama signed the JOBS Act on April 5, 2012, crowdfunding will remain limited to selling special, limited edition, or autographed merchandise in exchange for capital until [...]

October 30th, 2013|

CyberSecurity Threats to Small Businesses

October is National Cybersecurity Awareness Month, making this the perfect time to inform businesses, especially small businesses, about cybersecurity issues. A study released by Symantec revealed a 72% increase in cyberattacks against small businesses. Cyber attacks that target small businesses comprise one-third of all cyber attacks. Hackers are targeting small businesses because they generally have [...]

October 8th, 2013|

Small Business Obamacare

Effective today, there is a change in the healthcare system of the United States of America, forcing government into the once private health care industry through the creation of government exchanges in which people, whether or not employed, must obtain government-mandated health insurance to avoid paying a fine. The Affordable Care Act (ACA, commonly referred [...]

October 1st, 2013|

General Solicitation Rule 506(c)

As mandated by the Jumpstart Our Business Startups Act (JOBS Act) signed April 5, 2012, the Securities and Exchange Commission has released a final rule ending (under specific circumstances) the eighty-year ban on general solicitation of private placements. Rule 506(c) of Regulation D became effective September 23, 2013. Since the passage of the Securities Act [...]

September 23rd, 2013|

2013 Changes for California Business

As of January 1, 2013, the California Secretary of State’s office has some new legal requirements applicable to business entity documents. The changes were legislated under California Senate Bill 1532 and apply to documents filed on or after January 1, 2013. [Read the Full Text of California Senate Bill 1532 Here] Nothing in California Senate [...]

December 5th, 2012|

Rule 506 General Solicitation

The Securities and Exchange Commission has released proposed amendments to Regulation D of the Securities Act of 1933 that would allow for general solicitation (read: advertising) of private placements. The proposed rules, mandated under the Jumpstart Our Business Startups Act (JOBS Act), were published fifty-four days after the JOBS Act required. [Read the Proposed Amendments [...]

August 31st, 2012|

LLC versus Corporation for Equity Crowdfunding

The traditional debate for promoters of start-ups when choosing which entity to utilize has been confined to three (really four) choices: sole proprietorship/partnership, S-Corp, or LLC. In most instances, each of these forms has allowed for initial losses to be passed through to the individual tax return(s) of the ownership to offset other sources of [...]

June 22nd, 2012|

Equity Crowdfunding “No Fund”

I recently received a question about the use of equity crowdfunding to create an investment pool that would create a small investment fund to purchase equity and debt securities in other small businesses. In short, the answer is that it is not allowed. While equity crowdfunding provisions in the JOBS Act does provide easier access [...]

June 8th, 2012|

Avoid the Crowd

Even before equity crowdfunding was signed into law earlier this month, an article in The Wall Street Journal voiced a critical opinion of equity crowdfunding. The idea behind equity crowdfunding is to ease the process of capitalizing small and start-up businesses; in turn, it is hoped this will create new jobs (hence the creation of [...]

May 18th, 2012|

Preparing for Equity Crowdfunding

Equity crowdfunding will not become available for mass use until early 2013. However, it is expected that a great deal of investor money will be ready for equity crowdfunding when it comes online. Wefunder.com reported on April 6, 2012, just one day after the JOBS Act was signed into law, that it had close to [...]

May 4th, 2012|

Equity Crowdfunding Fundamentals

Although equity crowdfunding is now legal, the Securities and Exchange Commission (SEC) has 270 days to implement the equity crowdfunding provisions found in Title III of the Jumpstart Our Startups Act (JOBS Act) adopted last week. Until the SEC releases the regulations it proposes to adopt for equity crowdfunding in accordance with Title III of [...]

April 20th, 2012|

Equity Crowdfunding Legal

Today the Jumpstart Our Startups Act (JOBS Act) was signed into law. Within the law are two key provisions allowing small and startup businesses to capitalize by raising funds from investors. The first provision under Title II of the JOBS Act modifies the prohibition against general solicitation or general advertising in securities offerings. These offerings [...]

April 5th, 2012|

Avoid LLC Pitfalls


November 21st, 2011|

Pursue Investors

For many small business owners, the thought of bringing investors into their business evokes emotions of both hope and fear. Yes, the dreams of capital to expand into new markets or finally develop the product that for years now has been stuck in R&D limbo would be great. But what price must be paid in [...]

October 10th, 2011|

Choose Business Name

One of the most important decisions to make when organizing a startup is selecting a name for the business. Entrepreneurs spend dozens, if not hundreds, of hours developing the name of each new business to ensure the name will represent the business well and will evoke in consumers the feelings or emotions the business seeks [...]

June 1st, 2011|

Business Disaster Planning

According to the Insurance Information Institute, 25% of American businesses forced to “temporarily” close due to a natural or man-made disaster are never able to reopen again. The primary causes of these post-disaster businesses failures are preventable if planned for in advance, but practically unavoidable if no such plans are made. If you rely upon [...]

April 6th, 2011|

Determining Worker Classification

Last month we discussed several ways to increase the profitability of your business by reducing operational costs. One of the cost-cutting methods I suggested was to trim from your payroll any employee who did not either make or save money for your business. Based upon this advice, I received several inquiries asking about the use [...]

February 4th, 2011|

Increase Net Income by Reducing Costs

With this being the first week of a new year, it is a good time for business owners to think about how to increase net income in 2011. The knee-jerk answer is to increase gross income by increasing sales. This thinking is not flawed, as more sales should lead to higher net income. However, simply [...]

January 6th, 2011|

Start an Internet Business

Over the last decade, the internet has changed the face of business. Before the internet, commerce was, in large part, dominated by those who had the means to open and support “brick-and-mortar” stores or offices. As the internet has gained more and more users, first in our homes, then at our jobs, and now in [...]

October 30th, 2010|

Expand a Business Online

Over the last decade, the internet has changed the face of business. Before the internet, commerce was, in large part, dominated by those who had the means to open and support “brick-and-mortar” stores or offices. As the internet has gained more and more users, first in our homes, then at our jobs, and now in [...]

August 30th, 2010|

Starting a Biotechnology Business

Starting a biotechnology business entails many of the same legal and business principles required to start any business and reviewing the page “Starting a Business” is a good starting point. The following is an overview of the biotechnology industry beyond generally applicable principles: Biotechnology Business Generally Biotechnology is a field of science and invention in [...]

April 30th, 2010|

Selling Franchises

Selling franchises allows a business owner to rapidly expand a business with a proven business model at a fraction of the price of a similar expansion of company owned locations. Franchises are sold in a wide range of industries, so there is more than likely a market for franchises of the business you are already [...]

March 30th, 2010|

Selling an Existing Business

Selling a business you already own is simple compared to the process of buying an existing business, but there are still several complex factors to consider, such as the fair market value of the business assets, federal bulk sale rules, federal and state securities laws, and taxes resulting from the business sale. In general, the [...]

February 27th, 2010|

Buy a Franchise

Buying a franchise allows the buyer to start a new business, operated under a proven business model, using a recognized business name already known and trusted by consumers. Franchises are for sale in a wide range of industries, so there is likely to be a franchise for sale in the industry in which you already [...]

January 30th, 2010|

Grow an Existing Business

Growing a business in order to increase profits is the ultimate business goal. In the early stages of developing a new business, growth may come quickly. However, as a business matures, continuing growth becomes more difficult. The most common methods of growth for maturing businesses includes: Offer New Products and Services If your products or [...]

December 30th, 2009|

Buy an Existing Business

There several reasons to buy a business, including: • Entering into an industry by buying an existing, proven business with existing customers and known cashflow rather than starting a business from scratch; • Expanding the client base of your existing business through the acquisition of a competitor; or • Expanding your existing business into new [...]

November 30th, 2009|

Starting a New Business

Starting a business begins with planning. However, once the plan is in place, the plan must be executed. Below are the ten steps you will need to execute to transform your business idea into an operating business. #1. Write a Business Plan A well written business plan is the roadmap for the business. If you [...]

October 30th, 2009|