Brian Scherer ^{Wed, Aug 7, 2024, 10:20 PM}

@ted probably!

Ted Little ^{Thu, Aug 8, 2024, 12:08 AM}

I actually haven't worked on structuring these. There is a bit of a cottage industry around these credits, where folks will specialize in implementing these arrangements. My sense is that it might be better to talk to a tax accountant for this one.

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Henry Ciocca ^{Tue, Aug 6, 2024, 7:23 PM}

@p.nuernberger?

Phil ^{Tue, Aug 6, 2024, 7:29 PM}

Many thanks, @hciocca.

Phil ^{Tue, Aug 6, 2024, 7:29 PM}

@npjagtap, will send you a DM

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Brian Scherer ^{Fri, Aug 2, 2024, 9:08 PM}

Happy to ask around and get back.

🙏

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Brian Scherer ^{Fri, Aug 2, 2024, 10:32 PM}

https://www.scalefirm.com/team-members/brian-elliott at Scale has managed pre-SITCA audits if you'd like an intro

Andrew Grant ^{Fri, Aug 2, 2024, 11:07 PM}

That would be great, thank you!

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Muran Zhu ^{Wed, Aug 7, 2024, 1:57 AM}

Just saw this. Let me know if you are still looking as I might be able to find you someone good. We have a Portuguese corporate attorney at my firm who might know a tax lawyer.

Teddy Ellison ^{Wed, Aug 7, 2024, 2:08 AM}

Thanks @muran.zhu I have a call tomorrow with someone who might be able to help but if that dead ends I might take you up on this.

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Laurel Palluzi ^{Thu, Aug 1, 2024, 8:07 AM}

Is there a challenge process? There's a well known one here in Chicago. It's a legitimate game where every year you pay an attorney to challenge and they take it on a contingency basis and get a percentage of the refunds. (Illinois is somehow now number 1 in the country for property taxes...)

Cecilia Ziniti ^{Thu, Aug 1, 2024, 8:29 AM}

Oh wow that’s interesting. Ya the spam talks about it being a challenge process and it being a percentage just as you describe. Maybe i’ll try it!

Jason Soni ^{Thu, Aug 1, 2024, 8:39 AM}

@cecilia I used https://www.ownwell.com/georgia to appeal my property tax for my home here in Georgia. They lowered my property tax bill about $500 per year (~6%) for the next 3 years (until when the property is reassessed). Ownwell took a one-time commission of $100 (20%). The whole process was pretty quick and easy - felt the $100 was definitely worth it.

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Attachments

Ownwell: Lower Your Property Taxes

https://www.ownwell.com/georgia

Cecilia Ziniti ^{Thu, Aug 1, 2024, 9:08 AM}

ohhhhh

Cecilia Ziniti ^{Thu, Aug 1, 2024, 9:08 AM}

these are good stories

Cecilia Ziniti ^{Thu, Aug 1, 2024, 9:08 AM}

alright am inspired. will report back. yay effective spam?

Neal Jagtap ^{Thu, Aug 1, 2024, 10:35 AM}

@lapalluzi08 when I lived in Chicago Mike Madigan's law practice was focused around this, and his disciple Joe Berrios ran the property assessment office for Cook County. I assumed it was a huge racket like one might stereotypically think of in Chicago.

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Cecilia Ziniti ^{Thu, Aug 1, 2024, 11:18 AM}

The company is charging 30% of anything they recover. Is that standard?

Dean Elazab ^{Thu, Aug 1, 2024, 8:21 PM}

I used Ownwell too and they just succeeded in lowering mine as well! So you pay them 20% of the change, and so I agree its worth it. Need to still figure out what to do with the new change as they just emailed me the results yesterday

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Cecilia Ziniti ^{Thu, Aug 1, 2024, 6:52 AM}

they can truly own the SEO for that!

Emily Madavo ^{Thu, Aug 1, 2024, 6:54 AM}

You can hire an agent to do it for you but not sure how much they take

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Laurel Palluzi ^{Wed, Jul 31, 2024, 10:42 PM}

Thanks, Nick. That's what I figured (and advised) so waiting on the tax advice and then will go from there but my expertise is not on the corporate set up side so wanted to see if anyone listed any other big factors to consider.

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Christian Brown ^{Wed, Jul 31, 2024, 10:55 PM}

Keep in mind the new Ownership disclosure rules for all registered entities!

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Brian Scherer ^{Tue, Jul 30, 2024, 6:12 PM}

I can ask around, will get back

John Yow ^{Tue, Jul 30, 2024, 8:15 PM}

I found a few! I’ll post here for posterity.

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John Yow ^{Tue, Jul 30, 2024, 11:17 PM}

https://alexjhiggins.com/areas-of-practice/

https://chrisfariaslaw.com/contact/

https://sgb-law.com/our-team/lindsay-halm

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Attachments

Areas of Practice

https://alexjhiggins.com/areas-of-practice/

Contact | Law Offices of Chris Farias, PLLC

https://chrisfariaslaw.com/contact/

Lindsay Halm

https://sgb-law.com/our-team/lindsay-halm

Brian Scherer ^{Tue, Jul 30, 2024, 11:29 PM}

@johnyow any chance any of them would be interested in joining :) - the referral route is my favorite, because there’s a natural vetting component there

John Yow ^{Wed, Jul 31, 2024, 4:03 AM}

Will see!!

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Shaz ^{Tue, Jul 30, 2024, 8:26 PM}

Yes. There are a bunch of companies that sell them. I wish I could remember who we used, but we just used one of the random companies. They seemed mostly all the same

Brian Scherer ^{Tue, Jul 30, 2024, 11:28 PM}

I was just trying to find out how to do the next step of releasing funds… but the answer is to submit winners list to the state, then they send a release letter, and then you can submit to the surety company

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Brian Scherer ^{Tue, Jul 30, 2024, 11:28 PM}

Thanks @skojouri !

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Dean Elazab ^{Tue, Jul 30, 2024, 11:25 PM}

If you do not find someone, I have dealt with a few India M&A deals, so I could see who my founders know. I am sure they can find someone.

Neal Jagtap ^{Tue, Jul 30, 2024, 11:26 PM}

Thank you. That you would be helpful. If you don't mind please do that.

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Laurel Palluzi ^{Tue, Jul 30, 2024, 11:56 PM}

@nick is based in AZ, are you barred there?

Nick Robbins ^{Tue, Jul 30, 2024, 11:57 PM}

yes

Nick Robbins ^{Tue, Jul 30, 2024, 11:57 PM}

@anthony feel free to DM me if I can be of help

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Jess Shpall Rosen ^{Thu, Jul 18, 2024, 12:07 AM}

We could possibly help. Depends on the main issues they're concerned about (usually equity or tax, in which case it's usually a better fit for a tax or corporate lawyer)

Brett Good ^{Wed, Jul 24, 2024, 10:50 PM}

If exec comp is the main concern, I advise on these sorts of things routinely.

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Brian Scherer ^{Fri, Jul 26, 2024, 7:16 PM}

@jennee would you know of anyone?

Brian Scherer ^{Fri, Jul 26, 2024, 7:16 PM}

Also, dumb question but is that necessarily a lawyer job or are there compliance folks who can do that type of work?

Chris Jones ^{Fri, Jul 26, 2024, 8:03 PM}

nah, that’s a good question 😉

Brian Scherer ^{Fri, Jul 26, 2024, 8:56 PM}

Minus the grammatical error 😁

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Jennee DeVore ^{Fri, Jul 26, 2024, 11:02 PM}

@jones I can help with labeling! 🙂 Yes, typically a company has a regulatory advisor that is normally a non-lawyer.

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Teddy Ellison ^{Fri, Jul 26, 2024, 7:17 PM}

I've done a few EU deals (mostly investor side). I would be able to get him running quickly and could find EU support in the meantime to cover off any nuances.

Brian Scherer ^{Fri, Jul 26, 2024, 7:18 PM}

Great, let me make the connection

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Anirudh Rao ^{Fri, Jul 26, 2024, 8:01 PM}

Hi Jeff! The issue of subcontractor flowdowns applying to cloud hosting providers and more recently LLM providers comes up fairly often. I have had decent success (although not 100%) excluding cloud providers from the scope of flowdowns - think real world problem areas including onsite audits or compliance with specific laws that dont apply. If you reach an impasse, a solution you could explore (for the right client and size of deal) is some cloud services providers may have or accept a layered approach – the cloud service providers will be keen to try to address the issue giving rise to the request in other ways, but will not accept on-site access. They will give access to reports and information, including independent certification. What is ultimately in the underlying agreement can be narrowly drafted.

Jeff Brom ^{Fri, Jul 26, 2024, 8:18 PM}

Very helpful, thanks! I have dealt with the onsite issue but this counterparty is trying to fit SaaS into a custom dev agreement, so it’s not as clean as I would like. Appreciate your perspective!

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Jeff Brom ^{Fri, Jul 26, 2024, 8:18 PM}

Thanks Nick, very helpful. Seems like a reasonable tradeoff.

Nick Robbins ^{Fri, Jul 26, 2024, 8:59 PM}

There is no way to control your large tech sub processors with our leverage. Certainly if you are rep’ing all data is being proceeded in the U.S. and the subs processor isn’t then that would be a problem. But most larger company’s are aware of that and have ways to keep the data on shore.

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Cecilia Ziniti ^{Fri, Jul 26, 2024, 9:16 PM}

I like IAPPs. Are you looking to update your policies or just generally keep a pulse?

Maria Kwok ^{Fri, Jul 26, 2024, 9:25 PM}

I'm looking to update my policies, amongst other things.  Using GC Ai of course!

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Shaz ^{Fri, Jul 26, 2024, 11:09 PM}

Colman McCarthy at Shook Hardy used to send out a great matrix and email, but I'm not sure if he still sends it out.

Andrew Grant ^{Sat, Jul 27, 2024, 2:33 AM}

Husch Blackwell and IAPP

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Cecilia Ziniti ^{Fri, Jul 26, 2024, 9:27 PM}

Here’s the complaint

Laurel Palluzi ^{Sat, Jul 27, 2024, 1:01 AM}

I'll send out a few feelers to some of my Chicago groups -- regional Midwest firms that might have Missouri

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Brian Scherer ^{Fri, Jul 26, 2024, 11:01 PM}

@chaz definitely would be the person, amongst others I may be forgetting

Brian Scherer ^{Fri, Jul 26, 2024, 11:02 PM}

Not sure how responsive he is on the slack group, but if he doesn't respond, I can make an intro via email

Dean Elazab ^{Fri, Jul 26, 2024, 11:03 PM}

Awesome! Yeah would love to chat to be able to make sure I can help this client out

Brian Scherer ^{Fri, Jul 26, 2024, 11:07 PM}

Intro sent

Neal Jagtap ^{Fri, Jul 26, 2024, 11:42 PM}

I can also introduce you to someone who (I think) has experience in this area.

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Brett Good ^{Thu, Jul 25, 2024, 11:38 PM}

If the only issue is that they filed with too many shares, the downside is that they took too much into income.  If it is a founders grant, then the value of the extra shares is probably de minimis and I wouldn't worry about it.

Dean Elazab ^{Thu, Jul 25, 2024, 11:40 PM}

Got it, yeah makes sense, I told them its probably best to just file another one with the correct amount

Cecilia Ziniti ^{Fri, Jul 26, 2024, 3:37 AM}

As long as you aren’t past the 30 days

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Ruben Arredondo ^{Mon, Jul 22, 2024, 9:32 PM}

I may have someone. What types of questions are they asking?

Cecilia Ziniti ^{Mon, Jul 22, 2024, 9:36 PM}

Standard security questions you’d ask for SaaS but they are all phrased a little different and require knowledge of our systems, so it’s hard to automate. Would love your reco!

Ruben Arredondo ^{Mon, Jul 22, 2024, 9:47 PM}

My friend/ colleague Patrick Miller may be able to help. mailto:pmiller@ampyxcyber.com. We've done critical infrastructure cyber security work before. As a lawyer I like working with him because he understands how lawyers think and talk and he can help translate between engineer and lawyer talk. Hopefully he can help you. He knows you may be  reaching out to him

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Jeff Brom ^{Tue, Jul 23, 2024, 12:07 AM}

Auditive is an excellent SaaS solution to help field and fill questionnaires with gen AI. Full disclosure, they’re a client. Happy to make an intro if helpful. http://Auditive.io

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Cecilia Ziniti ^{Tue, Jul 23, 2024, 12:20 AM}

Super helpful. Thank you so much. I will check out auditive and reach out to your friend Ruben if that doesn’t work. 🙏

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Jason Soni ^{Tue, Jul 23, 2024, 2:20 AM}

@cecilia Another AI, human in the loop, provider similar to Auditive: https://www.securitypalhq.com/

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Jeff Gordon ^{Tue, Jul 23, 2024, 2:25 AM}

There are also a few third party providers who serve as aggregators (answer one generic, very detailed questionnaire, and then provide access to it via the service provider).

Cecilia Ziniti ^{Wed, Jul 24, 2024, 7:26 AM}

@jeff do you have a favorite?

Jeff Gordon ^{Wed, Jul 24, 2024, 4:44 PM}

I don’t. And I realized it’s been a number of years since I looked at the field. My “favorite” has already imploded - their GTM model was to try to make the vendors pay for it. :)

Laurel Palluzi ^{Fri, Jul 26, 2024, 1:04 AM}

@jeff - I feel like a lot of them thought charging the vendors was a good model. We kept getting requests at my last company and always declined. I'm not willing to pay until all the vendors talk to each other so I only have to fill out my info one time (and update no more than once a year). Otherwise, it's more noise to have to update in 20 systems (and pay to do so!).

❤️

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Jeff Gordon ^{Fri, Jul 26, 2024, 1:13 AM}

What these aggregator vendors should’ve done instead was align with a vendor management company. Then create a great risk assessment and convince a TON of SaaS providers to fill it out.

Then they could’ve sold it to buyers.

Laurel Palluzi ^{Fri, Jul 26, 2024, 1:31 AM}

I feel like a few of the privacy vendors ended up doing that. DataGrail comes to mind? Maybe Osano?

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Flavia Naves ^{Sun, Jul 21, 2024, 7:13 AM}

The market is very tight now for Compliance Officers: not enough talent available, unfortunately. May need to "scoop" someone at a different company...

Shaz ^{Tue, Jul 23, 2024, 1:31 AM}

I shared with a few friends. Should I connect them with you if they’re interested @brian-scherer?

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Andrew Grant ^{Tue, Jul 23, 2024, 3:23 AM}

Are they receptive to fractional compliance officers until they can fill the role?

Brian Scherer ^{Tue, Jul 23, 2024, 6:27 PM}

I don’t know, but I can ask!

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Brett Good ^{Fri, Jul 26, 2024, 4:39 PM}

Hi Jeff, I get this request from time to time, mainly with people who read Slicing Pie.  The issue that arises with your construct is that if you transfer the equity at a later date, you likely either have a tax problem (e.g., the shares are so valuable the grantee can't afford the tax hit) or you have to go with options (which screw the grantee out of any built up appreciation since they have to be grated at FMV.  I'd also make sure "nominal" salary is at least equal to the exempt threshold.

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Jeff Gordon ^{Fri, Jul 26, 2024, 5:37 PM}

So how do you solve this?   Seems like a simple grant-now-with-a-3-year-cliff-vest would address it (value is given as of today, but you can’t do anything with it, but increases in value are at the individual’s level). Am I not thinking about this correctly?

Brett Good ^{Fri, Jul 26, 2024, 5:40 PM}

Yep, that's how I'd handle it.  If the tax value today is low, I'd do it as restricted stock coupled with an 83(b) election.  If you go with options and there is a lot of appreciation, the options may be prohibitively expensive to exercise (either AMT or ordinary income).  If the company does lots of dividends or doesn't want this person to have voting rights, that might be an argument in favor of options, fwiw

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Jeff Gordon ^{Fri, Jul 26, 2024, 5:46 PM}

Tax value is nonexistent (brand new entity).

So, my original ask remains: any chance you have a template for this?  :)

Brett Good ^{Fri, Jul 26, 2024, 9:00 PM}

Sounds like a general restricted stock agreement would be great here!  I like the Latham template, which is publicly available through Latham Drive (document attached).  I'd of course do a read through to make sure none of the provisions are out of whack for you.  For example, founders stock agreement usually have acceleration (typically double trigger) that you may not wish to grant.

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Brian Scherer ^{Thu, Jul 18, 2024, 3:26 AM}

@p.nuernberger long shot, but is this something you can help with?

Phil ^{Thu, Jul 18, 2024, 4:24 AM}

@brian-scherer thanks for thinking of me. @hinojosattorney happy to have a conversation - I’ve helped European clients incorporate in the US before. Most importantly, he‘ll need tax advice which I can’t give but I think it’s still worth having a conversation to see what advice he has already obtained and what support he needs (and I may be able to refer him to Swiss counsel if needed). Feel free to shoot me an email at mailto:p.nuernberger@external-general-counsel.com Thanks!

Fernanda Hinojosa ^{Thu, Jul 18, 2024, 7:25 PM}

Awesome thanks @brian-scherer . @p.nuernberger I will send this an email.

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Fernanda Hinojosa ^{Thu, Jul 18, 2024, 10:08 PM}

You mean TM asisgnments (change of ownership/name)

Anthony Malone ^{Thu, Jul 18, 2024, 10:36 PM}

Yes assignments, sorry

Fernanda Hinojosa ^{Thu, Jul 18, 2024, 10:59 PM}

I can help with that  🙂. Feel free to DM

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