Legal Services for Growing Businesses, Entrepreneurs and Investors

Beverly Hills Business Lawyer | Bennett Jay Yankowitz | (424) 256-8560 in 90210

Business Attorney serving Beverly Hills, 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 Los angeles and Southern California. I am a Beverly Hills business lawyer specializing 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 Beverly Hills 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

finders fees

California Legalizes Payment of Finders Fees

Payment of finders fees has long been a grey area of the law.  Because the receipt of a fee or commission on the sale of property is a key element in the definition of a broker, the widespread practice of paying finder’s fees to unlicensed persons has always had a whiff of  illegitimacy.  In the context of real estate transactions, some courts have made a distinction between a finder and a broker, holding that if a finder merely introduces the two parties to a transaction, and does not participate in the negotiations or structuring of the transaction, then the finder is not a broker and therefore does not need to be licensed. In the context of securities transactions, the Securities and Exchange Commission (SEC) and the state securities regulators have not always taken consistent positions, and the ability of an unlicensed finder who introduces an investor to receive a commission has not always been clear. In a 1991 no-action letter (Paul Anka, July 24, 1991), the SEC allowed a finders’ exception where the finder only supplies his contact list., or makes an introduction, but does not participate in the negotiations.  However, the scope of this position is unclear, where, say, the finder makes a regular business of introducing investors for a fee. California law was similarly uncertain, in that the definition of a securities “broker” covers any person “engaged in the business of effecting transactions in securities.”  Finders have usually taken the position that they do not “effect” transactions in securities if they merely make introductions, but the issue has never been definitively addressed b the courts. Starting January 1, 2016, California has a new statute which allows the payment of finders fees by businesses raising investment capital. A “finder” is defined as a natural person who, for direct or indirect compensation, introduces or refers one or more accredited investors, as that term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933 , to an issuer or an issuer to one or more accredited investors, solely for the purpose of a potential offer or sale of securities of the issuer in an issuer transaction in California.  The statute imposes a number of conditions: the finder must be a natural person, not an entity; the transaction must be a sale of securities by an issuer of the securities in California; the size of the transactions for which the finder is engaged must not exceed a purchase price of $15 million in the aggregate; the finder must not: (a) participate in negotiating any of the terms of the transaction, (b) advise any party regarding the value of the securities or the advisability of purchasing or selling in the securities; (c) conduct any due diligence for any party to the transaction; (d) sell any securities that are owned directly or indirectly by the finder; (e) receive possession or custody of any funds in the transaction; (f) participate in the transaction unless it is qualified by permit or exempt from qualification under California law; (g) make any disclosure to any... Read more →

crowdfunding

Equity Crowdfunding Goes Live!

After a long wait, the SEC’s equity crowdfunding rules went in effect today, May 16, 2016.  For the first time in the U.S., startups and other businesses can sell stock and other securities by listing on equity crowdfunding websites (known as “portals”). Unlike the popular crowdfunding sites such as Kickstarter and IndieGoGo, which do not allow the sale of stock or other securities, Crowdfunding portals must be registered with and licensed by the Securities and Exchange Commission (SEC) and the Financial Industry Regulatory Authority (FINRA), which treat them similar to securities broker-dealers. Earlier this year, the SEC and FINRA began taking applications from portals, and several have begun operations today, including StartEngine, WeFunder, CrowdBoarders, NextSteed and SeedInvest.  According to the SEC and industry sources, about 35 additional portal applications are in the pipeline. Crowdfunding is subject to a number of rules, most importantly limiting the amount of securities that may be purchased by investors based on their income and net worth.  A single company may raise up to $1 million in any 12-month period through equity crowdfunding. For further information, please see our sister site, where you can download our Infographic comparing equity crowdfunding to other means of raising capital. Read more →

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 →

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