Showing 232 posts by Jonathan B. Wilson.
A friend recently asked if the Georgia Angel Investor Tax Credit program would cover an angel investor’s investment in a start-up’s convertible promissory note. It was a good question because start-ups often raise funds through convertible notes. The short answer to his question was, “it depends.”
The Georgia Angel Investor Tax Credit program gives angel investors who are Georgia residents a tax credit for making qualified investments in Georgia start-ups. The program was amended in 2015 to cover qualified investments made in 2016, 2017 and 2018. (See Georgia Angel Investment Tax Credit (May 24, 2016))
The program allows the angel a tax credit of up to 35% for a qualified investment, capped at a credit of not more than $50,000 in any tax year, with the tax credit to be issued in the second year after the investment is made. (For example, a qualified investment made in 2015 would result in a tax credit for the 2017 tax year.) The state permits not more than $5 million in tax credits each year and start-ups need to apply for allocations of the tax credits if they have investors who want to take advantage of the program.
The Georgia Department of Revenue has issued rules to guide tax payers through the requirements of the program. (See Georgia Rule 560-7-8-.52)
To obtain a tax credit a “qualified investor” must make a “qualified investment” in a “qualified business” (tracking the definitions from the Georgia Rule). Answering the question originally posed, therefore, requires the taxpayer to walk through each of these definitions. An investment in a convertible promissory note, can be a “qualified investment” (assuming all of the other definitions are met) if the convertible promissory note satisfies the requirements of “qualified subordinated debt” (the only debt category within the definition of “qualified investment”). Qualified subordinated debt is “indebtedness that is not secured, that may or may not be convertible into common or preferred stock or other equity interest, and that is subordinated in payment to all other indebtedness of the qualified business issued or to be issued for money borrowed and no party of which has a maturity date less than five years after the date such indebtedness was purchased.”
It is this last requirement for “qualified subordinated debt” that most start-up convertible note deals may have difficulty satisfying. Most convertible notes issued by start-ups are not subordinated, but rather represent senior indebtedness that may not be subordinated. So, if a start-up wants to ensure that its convertible note offering will be eligible for the Georgia Angel Investment Tax Credit program, counsel for the start-up should carefully draft the subordination provisions of the note with a view towards the requirements of Georgia Rule 560-7-8-.52(2)(g).
Yesterday's news about Apple's secret effort to find the 'holy grail' for treating diabetes is just the tip of the iceberg.
The data-mining and communications solutions that are made possible by the Internet will make it possible for future entrepreneurs to launch solutions that we find hard to imagine today.
Wearable devices, once configured with the right technology to enable the monitoring of blood sugar levels, blood oxygen levels and other health data in combination with data-mining and simultaneous communication to health care providers hold great potential for guiding patients to make healthy choices and to seek medical help when appropriate.
There are obvious data privacy and cyber-security implications, of course, but even these challenges are opportunities in disguise for the entrepreneurs who can develop market-friendly solutions.
I hope everyone can join me in a webinar on April 21, 2017, entitled Real Estate in Mergers and Acquisitions.
I’ll be part of a panel that includes my environmental partner, Leah Knowlton, on challenges in dealing with real estate in M&A documentation and negotiations.
Registration information available on the National Business Institute website.
As warming temperatures precede the coming of Spring, there is a growing chorus of support in the U.S. Congress for ending the U.S. embargo of Cuba.
A number of writers have recently looked at the possibilities for changes in U.S. policy coming out of the Trump administration.
In that regard, it’s important to note how fragile the current arrangement is with Cuba and how easily the new administration could implement changes.
President Obama on December 16, 2016, signed into law the SEC Small Business Advocate Act of 2016.
During a period of exceptional political division, it was noteworthy that the Act passed with bi-partisan support and was quickly signed into law by the President.
The U.S. advocacy group, Engage Cuba, announced yesterday that a group of Cuban entrepreneurs has penned a letter to President-elect Trump, asking him to continue opening trade and relations between the U.S. and Cuba.
The Boston-area brew pub and eatery used the WeFunders platform to raise funds in roughly two weeks.
The Securities and Exchange Commission (SEC) on October 26, 2016, voted to update Rules 147 and 504.
These changes reflect the increased use of Rule 147 in connection with intrastate securities offerings, often in combination with state intrastate crowdfunding rules. The revision to Rule 504 reflects the increased usage of Regulation D in connection with private offerings and the liberalization of private offerings under the 2012 JOBS Act and the SEC’s Regulation CF. Because the SEC took more than three years to implement the crowdfunding provisions in Title III of the JOBS Act, may state regulators and legislators took steps to implement intrastate crowdfunding rules as contemplated by Rule 147. Those state rules, in many respects, were more permissive than what the SEC had previously allows. As a result, the North American Securities Administrators Association joined with a bipartisan group from Congress to support these changes.
Entrepreneurs and angel investors often ask whether an investment in a particular start-up will qualify as “qualified small business stock” for purposes of Section 1202 of the Internal Revenue Code (the “IRC”).
IRC Section 1202 creates a powerful incentive for investors to invest in qualified small business stock. If all the requirements of Section 1202 apply, an investor may exclude from income between 50% and 100% of the gain the investor realizes upon a qualifying sale of that small business stock that the investor has held for five years or more. In other words, under some circumstances, the investor’s gain can be tax-free!
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