Fulfilling a company’s capital needs is a core concern for all business owners. One strategy often used to raise capital is offering equity interests to investors. For most businesses with less than $10MM in revenues, this effort involves a private offering of securities (e.g., shares of stock, membership interests, limited partnership interests, or convertible debt). Private placements of equity implicate a myriad of complex Federal and state laws that focus on four key variables: (i) the security (or transaction) itself, (ii) the persons and entities who sell the security, (iii) the disclosure that must be made to some (but not all) investors about the security, and (iv) how those disclosures are made . At Antheil Maslow & MacMinn, we have the experience to help our clients navigate this regulatory maze.

Our attorneys understand the exemptions from Federal and state registration that are available to companies seeking to do private placements. We assist our clients in determining which exemption best fits their needs. We guide our clients through the available safe harbors, and we work with them to complete all necessary filings. We provide practical tips on maintaining detailed records for each offering in order to comply with legal requirements, satisfy future due diligence requests from potential buyers, and defend against future securities based claims, if necessary.

 How to File a Beneficial Ownership Information Report (BOIR)

1. Is your company exempt from reporting?
   • Are you tax-exempt? If so, you do not need to file a BOIR.
   • Do you have more than 20 full-time employees in the U.S., a physical office in the U.S., and gross sales or receipts over $5,000,000 from U.S. operations? If so, you do not need to file a BOIR.
   • Check here for other exemptions.

2. If your company is not exempt, you must file a BOIR.

• Use our BOIR checklist here to gather the information and documents that are required for the BOIR before you go to the BOIR portal.
• Go to the BOIR portal: https://boiefiling.fincen.gov/. You can file the report one of two ways:
  • You can use Adobe Acrobat Reader to prepare the report in PDF format. This allows you to save and go back and make changes before filing.
  • File online. The online option does not need Adobe Acrobat Reader, however, you cannot save and go back and make changes
• Enter information or click on each action tab and fill out information.
• Finalize and submit form; certify form.
• Once submitted you will get progress bar which will let you if rejected or successful.
• Once Submission Status Confirmation is displayed, select Download Transcript to download PDF copy which will serve as your receipt of submission.

There is no annual reporting requirement. Reporting companies must file an initial BOI report and updated or corrected BOI reports as needed.

Matters of child custody are understandably of great concern to divorcing and separated parents. Child custody issues can continue to be a source of friction between parents until the children reach eighteen years of age. It is possible that one spouse will request unreasonable custody arrangements, causing pain, friction and stress for all parties involved, especially the children. We believe our role is to minimize the hurtful impact of custody battles by providing reasonable and fair advocacy. We work to achieve child custody arrangements that are practical, fair, and in the best interests of the children. We represent clients in matters involving:

• Establishment of child custody orders (awards of primary custody, equal custody, and partial custody)
• Modifications to existing custody orders
• Parental relocations
• Grandparent visitation
• Contempt of child custody orders

Our goal is to help divorcing and separated parents to resolve custody disputes amicably.  We work diligently to help clients consider issues such as parent’s schedules, children’s educational needs and activities, tuition, and relocation issues so as to arrive at the most desirable custody terms possible in the best interest of the children involved. When litigation is necessary, we provide strong representation and have great success in gaining favorable terms for our clients and their children.

The end of a marriage is one of the most difficult experiences a person can face.  Choices that families make during these critical periods can have long ranging consequences. There is so much at stake, both emotionally and financially, and there are many complicated issues that must be considered and resolved.  Parental rights, custody issues, asset protection and distribution of marital property are just some of the legal issues which you may face when working through the intricate process of divorce.  Our family law attorneys have the experience, understanding and insight to provide advice and counseling to reach the best possible outcomes for you and your family.  We work with you to craft a legal strategy designed to achieve your personal and financial goals and minimize the emotional impact of this complex process.  Our family law practice group is highly qualified in negotiating a practical, fair and acceptable settlement, but when it litigation is necessary, you can be assured that we are strong advocates who will work tirelessly to protect and preserve your interests.

When parents separate and divorce, there are serious and legitimate concerns about the ability to support their child(ren). It is important to both custodial and non-custodial parents, and also to the children who depend on them, that child support obligations are fair, reasonable and enforced. 

Our family law team is highly skilled in the analysis of complex income calculations, such as those involving self-employment, high net worth and complicated financial holdings.  Our representation can help you to navigate through the full range of complicated considerations which are critical to achieving a positive outcome for your family, including:

• Calculation of Child Support
• Income Evaluations
• Child Support Negotiation
• Modification in Child Support
• Enforcement of Child Support Orders

 How marital assets and debts are divided in order to come up with a viable property settlement agreement can be one of the most contentious issues in divorce proceedings. In Pennsylvania, this process is known as equitable distribution. Despite the name, Equitable Distribution does not mean equal division, but in fact the process is based on what the court believes is fair, and several factors are weighed in coming up with a final agreement.

If the parties cannot agree, especially in high net worth divorces, the court will decide how the assets and debts will be divided. The length of the marriage, the age and health of the parties, whether either party contributed to the other's education and training, and a number of other factors all play a part in the outcome. Obviously, the fair division of marital assets and debts has a profound impact on the future financial well-being of divorcing parties. That is why it is so critical that your attorney during the property division process is experienced and knowledgeable in financial matters.

AMM’s Family Law attorneys understand issues related to benefits and assets such as:

• Deferred income benefits;

• Savings, profit sharing and overseas accounts;

• Defined benefit and defined contribution pensions;

• CEO compensation packages, including, ESOPs, cash balance accounts and others;

• 401Ks

Our lawyers have a well-developed network of experienced highly-qualified business valuation and forensic accounting specialists and work with them to achieve transparency and discovery of any hidden assets, as the equitable distribution process unfolds. You can be assured of knowledgeable professional representation which vigorously pursues and fair, positive outcome for your financial future.