On July 10, 2013, the Securities and Exchange Commission (the “SEC”) adopted final rules that will allow advertising and other methods of general solicitation in connection with certain private offerings of securities under Rule 506 of Regulation D and Rule 144A under the Securities Act of 1933 (the “Securities Act”).  The new rules also prohibit issuers from relying on Rule 506 for any offering in which “bad actors” affiliated with the issuer are involved.  The disqualifying events include certain criminal convictions, SEC orders, and other administrative or regulatory actions.

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In an attempt to promote hiring in San Francisco, in November 2012 San Francisco voters elected to implement a new gross receipts tax (“GRT”).  Beginning January 1, 2014, San Francisco will phase in the GRT on all business activities attributable to San Francisco, and will phase out, over a five-year period, San Francisco’s current 1.5% tax on payroll expense.  This means that for the next four years, businesses with gross receipts attributable to San Francisco must calculate their liability under both the gross receipts tax and the payroll tax and report and pay a percentage of each tax. “Gross Receipts” is broadly defined to include total amounts received or accrued from any source, such as sales, services, dealings in property, interest, rent, fees, and commissions.  Thus, the GRT will be applicable to receipts from rentals of San Francisco real estate and payments for services that are part of a lease, as well as sales of San Francisco real estate, but only if transfer tax is not paid on the sale.

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In November 2012 San Francisco voters elected to implement a new gross receipts tax (“GRT”).  This tax is intended to encourage hiring in San Francisco by shifting from a payroll-based tax to a gross receipts-based tax.  The San Francisco Controller estimates that the GRT will increase revenue by $28.5 million per year and broaden the number of businesses subject to the tax from 7,500 to 33,000 businesses.  Industries with relatively low payroll and high gross receipts allocable to San Francisco will be affected most by the GRT.

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There is an important new requirement for every television, radio and digital commercial using SAG-AFTRA members.  In April 2013, commercials negotiations between the Screen Actors Guild-American Federation of Television and Radio Artists (“SAG-AFTRA”) and the Joint Policy Committee (“JPC”) of the American Association of Advertising Agencies (“4A’s”) and the Association of National Advertisers (“ANA”), representing the advertising industry, mandated universal adoption of Ad-ID.  Click here to read the full alert.

As Internet use grows exponentially, the Internet is soon to be opened up to more than a thousand new “top level domains.”  These will be in addition to the current 22 top level domains, such as .com, .org, .net, and others.  The new top level domains range from generic terms, such as lawyer and auction, to company names.  To help trademark owners police the possibility of their marks being used in domain names across these many new top level domains and domain name registries, a centralized Trademark Clearinghouse  (“TMCH”) has been created to be a single central registry for registered trademarks.  Click here to read the alert.

Caroline Guibert is a co-author of “On Solid Ground: How Good Land Use Planning Can Prepare the Bay Area for a Strong Disaster Recovery” – a report issued by the SPUR Land Use Planning and Rebuilding Task Force.

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There has been a lot of confusion about the effects on inclusionary housing costs under Proposition C, the recently approved ballot measure that amends San Francisco’s  Charter  to create a new Housing Trust Fund.  For qualifying projects, Proposition C also includes a reduction in on-site inclusionary housing requirements and cost stabilization provisions regarding affordable housing-related fees. The Charter amendment is effective until July 1, 2043.  This alert summarizes the basic changes related to the on-site and cost stabilization requirements.  Click here for the alert.

Certain so-called “Type III Non-functionally Integrated” supporting organizations operated in connection with public charities may be significantly affected by final and temporary regulations published by the U.S. Department of the Treasury on December 28, 2012. Click here for the alert.

The American Taxpayer Relief Act of 2012 (ATRA), signed by President Obama on January 2, 2013, prevents steep increases in estate, gift and generation-skipping transfer (GST) tax that would have otherwise applied in 2013.  ATRA makes the exemption from each of these taxes $5 million, indexed for inflation after 2010 ($5.25M for 2013), and increases the tax rate from 35% to 40%.  ATRA also continues to allow “portability” of any unused estate tax exemption from a deceased spouse to his or her surviving spouse.  All changes are effective for individuals dying and gifts made after 2012.  Finally, the annual gift exclusion is increased to $14,000 for 2013.

As the end of the year approaches, nonprofits engaged in conservation efforts should take note of changes affecting property tax exemptions in 2013.  Recent changes include an ammendment to the Revenue and Taxation Code that expressly allows certain revenue-producing activities on lands exempt under the welfare exemption, and relief for nonprofits entering into operating agreements with the Department of Parks and Recreation.

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