If you’ve been tossing around the idea of incorporating your business, there are some compelling reasons why you should.  In the eyes of the law, a corporation is a “legal person,” a legal entity which exists apart and separately from the individuals who created the corporation and operate the business.  Essentially, incorporating protects you (within limits) from corporate debts and obligations and personal liability.

Not to say incorporating is for every Los Angeles business, because it is not.  There are circumstances in which becoming a corporation can be detrimental, particularly for new businesses.

The tax advantages alone are reason enough for many businesses, particularly those that are sole proprietors, to incorporate.  According to statistics, Schedule C businesses (sole proprietors) are much more likely to be audited by the IRS than corporations.  Additionally, corporations generally enjoy lower tax rates as owners may distribute at least a portion of business profits as income not considered self-employment income.

Below are some additional advantages of incorporating:

• ŸCorporations can have an unlimited life, which means the corporation can continue on even after the owner/partners are deceased.  Additionally, corporations create tax benefits in some situations, and can easily transfer ownership by transferring securities.
• ŸConfidentiality is another advantage of incorporating for those who prefer privacy, and who would rather the general public did not know all of the business affairs.
• Credibility.  There is no doubt that having CORP or INC at the end of your company’s name creates an aura of trust.  While it’s really a simple matter of how people perceive things, it still matters.  Your business is more likely to flourish, because potential clients feel more confident and secure in dealing with a corporation.

While there aren’t many disadvantages of incorporating, there are a few:

• ŸAdded paperwork.  When you incorporate your business, you will be required to pay annual fees and file with the state periodically, therefore legal record-keeping means additional paperwork.
• ŸAdded expense.  Setting up a corporation is a bit more costly than just starting to work as a sole proprietor.
• Certain formalities must be observed by owners and directors; annual meetings are required as well.

Sometimes it’s difficult for an individual or partners to determine if it would be to their benefit to incorporate.  This is where an experienced Los Angeles business incorporation attorney can help.  At Spotora & Associates, we understand that the business entity you choose can have a huge impact on whether you succeed or fail.  Contact us today, and let us counsel you on the best business formation for your company.

Dish Network’s Whole-Home Hopper service has certainly created a stir as of late among broadcasters and networks – and not in a good way.  While technology has been moving forward toward making it possible for viewers to skip commercials for decades (think VCR and DVR), the AutoHop feature advertised by Dish is making many in the industry very nervous.  In fact, CBS’ Leslie Moonves calls the AutoHop “illegal.”  According to news reports, Moonves is threatening to withhold programming if the satellite giant continues to promote the ad skipping service.

During the second week of November, U.S. District Judge Dolly Gee denied a request by Fox Television who had requested a preliminary injunction to stop PrimeTime Anytime and the AutoHop feature.  This ruling was not what networks wanted to hear; now, Fox has filed an appeal and can fight the ruling based on contract obligations concerning the innovative AutoHop feature, or copyright infringement.  Essentially, AutoHop makes it possible for viewers to record programming and then watch later without having to “fast forward” through commercials.

According to news reports, several television networks have filed lawsuits against Dish claiming that the feature violates content copyright and retransmission agreements.  Fox Television, 20th Century Fox Film Corporation and Broadcasting Company appealed Gee’s denial of the injunction motion; Dish also filed a lawsuit in May against several networks claiming those networks (including Fox) conspired to deny Dish the right to air AutoHop advertising.

Judge Gee rejected Fox’s claims because in her opinion, it is not Dish but the user who “causes” the copy of programming to be made.  She said that it is the user of the service who actually enables Primetime Anytime.  As of now, it remains to be seen whether Dish will ultimately be able to continue airing AutoHop ads.

Spotora & Associates is a Los Angeles business and entertainment law firm offering exceptional legal representation in a wide scope of areas related to business mergers and acquisitions, contractual, copyright, corporate and entertainment issues and more.

In May, Justice Charles Ramos made a decision that Gate Five, a  video game developer, could proceed forward with a lawsuit against pop superstar Beyonce.  The company claimed that Beyonce backed out of a deal worth $20 million just three days before the contract was to be signed on a game called “Starpower:  Beyonce.”  Judge Ramos said at the time that Beyonce should have given Gate Five notice of her decision.

News reports released recently say that there is a good chance that Beyonce will appear in a New York court soon after her halftime Super Bowl performance on February 3rd.  Gate Five alleges that Beyonce pulled out of the deal in December of 2010 on a Christmas Eve “whim.”  The video game was to be a motion-sensing dance game.  According to the lawsuit, the video game developer is asking for hundreds of millions in damages, what Game Five would have likely made if Beyonce had honored the agreement.

Beyonce’s motion for a summary judgment was denied last spring.  The superstar filed the motion which was based on the belief that because Gate Five had not yet obtained the $5 million financing commitment, she had grounds to cancel the contract.  The judge did not agree.  A New York appellate court agreed with the lower court’s order when Beyonce requested a second opinion on Thursday, November 8th.

Beyonce and Gate Five signed a contract which contained a termination clause stating that the singer could back out of the deal if certain financing was not acquired by a specific date.  According to Gate Five, the company had a financier in the wings ready to provide financing of $19.2 million and had already spent $6.7 million on the project when Beyonce terminated the deal.  The developer claims that prior to terminating, Beyonce demanded a new compensation package; the company also began investigating whether the singer may have stopped the deal so that she could sign on with Ubisoft or Electronic Arts, other big names in the video game industry.

Now it will be up to a jury to determine whether Beyonce honored her contract after evidence is presented early next year.

Spotora & Associates are trusted Los Angeles entertainment lawyers offering exceptional legal counsel to clients in need of strong, aggressive legal guidance and representation.  Our areas of expertise include all types of contracts, agreements, trademarks, and other matters in the film, television, music, publishing and video industries.

On Friday November 2, Luminous Capital Holdings LLC announced that First Republic Bank of San Francisco would be acquiring its independent wealth management firm in Century City.

While financial terms of the acquisition were not revealed, news reports state that Luminous Capital had wealth management assets of $5.5 billion as of September 30th.  First Republic Investment Management Inc. is a wholly owned subsidiary of the bank, and according to both companies six partners at Luminous will sign long-term employment contracts.  December 31 is the projected date for closing of the deal, subject to regulatory approvals.

First Republic chairman and CEO Jim Herbert said that, “Luminous Capital is an opportunity to acquire a highly successful wealth management firm.”  Herbert founded First Republic Bank in 1985.  Today, the publicly held bank holding company reportedly has assets of $31 billion.

According to Bizjournals.com, a wave of similar acquisitions are expected to be announced in coming weeks.  In selling by the year’s end, sellers can save substantial amounts of  money.  One example of this is George Lucas, who it is said will sell his Star Wars empire to Walt Disney before midnight New Year’s Eve, saving hundreds of millions in taxes.

Los Angeles based Luminous Capital provides strategic investment advice and asset allocation to high net worth family offices and foundations as well as individuals.  Luminous Capital offices are located in Century City and on the San Francisco Peninsula in Portola Valley.

As highly respected Los Angeles merger and acquisitions attorneys, the professionals at Spotora & Associates provide comprehensive services for both buyers and sellers involved in these transactions including equity financing, regulatory filings, recapitalizations, buyouts and divestitures and more.  Trust our business attorneys to reduce conflicts and make your transaction as seamless as possible.