Articles

What Constitutes ‘Security’? Raising Capital and Private Placement Memorandums

Startup companies often need additional capital to grow and expand. During the capital raising process, when does it become important to have a private placement memorandum to provide to prospective investors so as to avoid being found guilty of committing securities fraud? The key question is whether the investment constitutes “securities” under Securities Exchange Act of 1934 (“Act”).

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Is capital required for business acquisitions in San Diego?

Cash is always king in a purchase and sale transaction. However, many businesses can be acquired through other means. You will be surprised at how many sellers would be willing to provide financing needed with very little upfront cash investment. Many entrepreneurs reach a point of where the business is no longer their priority or a more attractive opportunity has …

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Can a physician be hired as a medical director that does not own the practice?

We offer legal guidance for many medical practices in San Diego. Routine questions posed include: Can a physician be hired as a medical director that does not own the practice?

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Does every estate have to go through Probate in California?

This question is posed by many clients that visit our firm. Here is the response. In estates where the total gross value of the assets is less than $150,000, certain affidavits or summary proceedings may allow transfer of property. The size of the estate, the relationship of the decedent to the beneficiary, and the character and/or title of the property …

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Can non-physicians own an interest in a medical corporation?

While a physician may consult with unlicensed persons in making the “business” or “management” decisions related to the practice, the physician must retain the ultimate responsibility for, or approval of, those decisions. Non-physicians owning or operating a business that offers patient evaluation, diagnosis, care/or treatment is generally prohibited under California law. The law does, however, permit certain licensed persons to …

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Owning Shares in a Medical Corporation – San Diego and Beyond

Unlike other types of professional corporations, not all shareholders in a medical corporation are required to be licensed physicians. In a medical corporation, at least 51% of the shares must be owned by licensed physicians and/or surgeons. The remaining 49% may be owned by any combination of licensed podiatrists, psychologists, registered nurses, optometrists, marriage and family therapists, clinical social workers, …

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Social Media for Practice Owners

Social media as a direct-to-customer marketing and customer service tool is the universal rule rather than the exception, even among doctors and dentists. In a study published in 2011, it was found that almost all U.S. doctors were using social media. No official studies on dentists have been published but marketing surveys put the number at just over half and …

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Practice Valuation and Office Lease

The location of your practice is an important factor in influencing patient choice and retention. After positive word-of-mouth referrals and being covered by patient insurance, the convenience of the practice’s office location is the next important factor in a patient selection. This makes remaining stable in a location extremely important to retaining your patient base. That’s why provisions in an …

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Buying a Business – Asset Purchase vs. Stock Purchase in San Diego

When purchasing a business, it’s important to determine whether to purchase the assets of the business, or stock of the business. An asset purchase involves the purchase of the selling company’s assets, such as equipment, inventory, contracts, website domain, customer list, etc. A stock purchase involves the purchase of the selling company’s stock only. Advantages of Asset Purchase

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Funds must be paid or transferred in order to qualify as “Student Loan” for bankruptcy purposes

Often students will apply for several student loans at one time, but then only accept one or two of the loans for which they qualify. And occasionally, a student will even sign a contract/promissory note for a student loan, but never actually receive the proceeds of the loan.

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