Author Archives: Heidi

COVID-19 Legal Briefing: California And Federal Tax Update – Filing And Payment Extensions

covid tax extensionThe Internal Revenue Service and the California Franchise Tax Board have issued guidance allowing an extension of time to pay income taxes ​and file returns.

CALIFORNIA:  The California Franchise Tax Board has announced that the filing and payment deadlines of March 15th for entities and April 15th for individuals have been extended until June 15, 2020.  That extension includes tax returns for 2019 and estimated tax payments for 2020.  The FTB will not impose interest on tax payments otherwise due on April 15th that are made on June 15th as to taxes for 2019 and 2020.  The FTB continues to require and collect installment payments for prior years.

FEDERAL: The IRS will be granting automatic payment and filing extensions both for 2019 income, gift and FATCA taxes and 2020 estimated taxes through July 15, 2020.  The IRS has suspended installment payments for prior years’ taxes until July 15, 2020

“If you owe a payment to the IRS, you can defer up to $1 million as an individual and the reason why we’re doing $1 million is that it covers lots of pass-throughs and small businesses, and $10 million to corporations, interest-free and penalty-free for 90 days. All you have to do is file your taxes, you’ll automatically not get charged interest and penalties. Now, of course, any American has the right to extend their taxes, we’re not taking away that right.”  To extend the time to file your individual income tax return, file an extension request with the IRS on Form 4868 by April 15th.  That will get you an extension of time to file your 2019 federal income tax return through October 15, 2020 (but payment would be due by July 15th for individuals and June 15th for entities).

REFUNDS: If you expect an income tax refund, it makes sense to file timely.

For more information about SA&M’s Tax & Estate Practice contact Michael Shaff at

The attorneys of Stubbs Alderton & Markiles, LLP are continuously monitoring the current COVID-19 situation and publishing relevant updates that pertain to your business. Contact one of our legal professionals at, if you have any questions.

For more information please visit our COVID-19 Resources page.

SA&M Preccelerator® Program Announces Investment in BlockForms

​​​The Preccelerator® Program, a Santa Monica, California-based early-stage startup accelerator, announced today it has accepted BlockForms, a company addressing the InsureTech market, to its 14th class of companies.

In 2012, Stubbs Alderton & Markiles launched the first-of-its-kind Preccelerator® Program to provide select start-ups with co-working space, mentorship, sophisticated legal services, curriculum and access to a strategic perks portfolio with the objective of helping grow a founder’s idea from business concept to a funded company. Over the past eight years, 47 companies have graduated the Program and have raised over $16 million in the aggregate.

Len Lanzi, Managing Director of the Preccelerator, commented, “We are excited to welcome a hardworking and enthusiastic founding team to our Preccelerator. Tanya Vucetic, CEO, Benet Heames and Ali Akhtar are a great fit for our program; we are looking forward to their [BlockForm’s] successes.”

BlockForms is a platform built for Employee Benefits Insurance Brokers to transform the process of managing multiple insurance provider applications for their clients. BlockForms delivers an intuitive, reliable product that improves client engagement and employee performance by streamlining data collection and forms management. The encrypted, cloud-based application allows service teams to invite clients to complete simplified forms, automatically map responses to multiple insurance provider forms, edit forms, obtain electronic signatures, and send fully executed forms to insurance providers in one secure application. Simply put, BlockForms makes it fast and easy to sign up customers, collect client data, and apply for coverage across multiple insurance providers.

For more information about the Preccelerator® Program, visit

About Stubbs Alderton & Markiles, LLP
Stubbs Alderton & Markiles, LLP is a Southern California-based business law firm with robust corporate, public securities, mergers and acquisitions, entertainment, intellectual property and business litigation practice groups focusing on the representation of, among others, venture-backed emerging growth companies, middle-market public companies, large technology companies, entertainment, and digital media companies, investors, venture capital funds, investment bankers and underwriters. The firm’s clients represent a broad range of industries with a concentration in the technology, entertainment,  apparel, and medical device sectors. The firm’s mission is to provide technically excellent legal services in a consistent, highly responsive and service-oriented manner with an entrepreneurial and practical business perspective. These principles are the hallmarks of the firm. For more information, visit

About the Preccelerator® Program
The Preccelerator® is a novel platform offered to select start-up companies out of the Stubbs Alderton & Markiles, LLP Santa Monica office that provides interim office space, sophisticated legal services, education, networking, mentorship and $500,000 in usable perks from Google Cloud for Startups, Amazon Web Services, and HubSpot, among others, with the objective of helping grow a founder’s idea from business concept to funded startup. The program also retains more than 100 active strategic mentors providing free office hours and discounted services, and provides over 75-plus educational workshops and networking events each year. The Program expanded in 2017 to accept a greater number of companies in more formalized classes, depending upon where the companies are in their evolutionary growth, and expanded benefits, including cash investment, to accepted companies. To apply to the Preccelerator, visit

Heidi Hubbeling
Chief Marketing Officer
​Stubbs Alderton & Markiles, LLP


Preccelerator Workshop: Term Sheets w/ Caroline Cherkassky & Kelly Laffey

Topics that will be covered in this term sheet workshop include:

  • Type of financing: convertible notes vs SAFEs vs priced equity rounds
  • Convertible notes and SAFEs: caps, discounts, and other key terms
  • Priced equity rounds: economic provisions, voting rights, and other key terms

Tuesday, March 31st, 2020
12:00PM – 1:30PM

Presented by:

Caroline Cherkassky

Caroline Cherkassky is a partner of the firm. Caroline’s practice focuses on advising emerging growth, development stage, and middle-market companies on a variety of matters, including venture capital and other financings, employee compensation, securities laws compliance, technology transactions, mergers and acquisitions, stockholder agreements, equity incentive plans, corporate governance, and other general corporate matters, including serving as outside general counsel to early-stage companies. She also advises the funds and other investors that invest in these types of companies.

Kelly Laffey

Kelly Siobhan Laffey is Senior Counsel for the firm and the Director of Business Affairs at the Preccelerator. Kelly’s practice focuses on advising emerging growth and middle-market companies in the technology, digital, internet, interactive media (i.e., AR and VR), and entertainment industries. Kelly counsels clients on issues related to corporate governance and formation, venture capital and other financings, joint ventures, employee compensation, complex stockholder and operating agreements, securities law regulation and other general corporate matters. Kelly also advises investors and funds in connection with venture capital and other financings.

Kelly also counsels clients in connection with mergers and acquisitions matters, including asset and equity acquisitions and dispositions, cross-border transactions, spin-off transactions, secured lending transactions, financing restructurings, and corporate reorganizations.

Drawing on her diverse work experience in the entertainment arena, including time spent with talent agencies, and music and television production companies, Kelly also assists on matters related to licensing, marketing, and exploitation of intellectual property rights.

Preccelerator Workshop: Lean Startup 101 w/ Zhen Wang

In this workshop, Zhen will go over both back-office admin and product team functions to help founders balance between cash spend and doing the right thing. Zhen will also go over a more important aspect of how to save money by focusing on startups’ one-metric-that-mater (OMTM). The workshop will cover finding resources available to spend the least amount on legal, accounting, and tax, while using the cash saved to focus on your OMTM.

Some of the topics include:

• How to close your books yourself
• Minimizing tax return preparation cost to $800
• Finding ways to get money back from the Government – R&D credits and Payroll credits
• Costly mistakes to avoid in the New Year – Payroll, CA SOI, DE Tax, Nexus tax (very high level)
• Doing a financial projection like your life depends on it
• Experience sharing on finding product market fit with low CAC
• Specific Q&A

Tuesday, March 10th, 2020
12:00PM – 1:30PM

Presented by:

Zhen Wang

Zhen is an experienced Financial and Tax advisor to many startups in the California region. Zhen’s primary objective for helping startups is to leverage limited resources (cash) to maximize growth potential. After spending a decade at EY (one of the 4 largest accounting firms), Zhen become a SaaS founder himself and focuses especially on the lean method of the product and process development using proven financial and tax strategies for startups. CEOs, founders, or COOs found Zhen’s experience in setting objective key result (OKR) using financial metrics to be rewarding and empowering.

Return of the P-Word

p-word profitability profitThe headlines have been rough for growth startups in recent months (insert link about WeWork).

It has been particularly challenging for growth startups and their investors looking to take their company public. For what were once the darlings of the investment, tech and media worlds, suddenly the music has started to slow, if not stopped (see Postmates).

In some ways, we’ve now reached a peak when you have a twitter battle between a prominent investor and a professor on the merits of these companies’ existence and prospects of survival. It turned ugly (or entertaining depending on your seats) when they started to make wagers online to show “skin in the game”.

No, this post isn’t a takedown of VCs, WeWork, or any other VC-backed growth company.

What is rising from these debates is something more subtle and important – a discussion about how businesses are grown and their pathway to profitability or the “P-word”. (Sorry, I know many were expecting me to say pricing, but we’ll get to that)

Let’s go over how we got here and what to consider when thinking about the profitability question for your business.

To read the full article visit the HelloAdvisr blog.

Founder & CEO

Ed Lee is a pricing and go-to-market specialist and trusted adviser to leading companies and brands. He is the founder of HelloAdvisr, a Los Angeles-based growth consultancy helping companies and leadership teams build and implement profit growth strategies.

Ed specializes in international and national marketing and pricing strategies, discount optimization, and salesforce management across retail/ecommerce, marketplace and platform businesses. Previously, Ed held leadership roles with LG Electronics and Simon-Kucher & Partners, a global management consulting firm and world’s leading expert in pricing.

Ed is regularly invited to speak on pricing strategy at leading universities and institutions including the University of Southern California (USC), UC San Diego and General Assembly as well as startup/tech organizations such as LA Cleantech Incubator (LACI) and Wayra (London, UK). Ed received an MBA from Oxford University, MSc from the London School of Economics and a BA from the UC, San Diego.

Does Your Company Need a Crisis Plan?

You have worked hard to build a thriving business… then the unthinkable happens… your company is thrust into the limelight… nationally and negatively! Do you have a crisis plan?

“It could never happen to me,” had been your mantra thus far.  As a result, you are totally unprepared… no crisis plan exists, you don’t even know who to call for help.


  • A child choked on a promotional item you provided to a customer.
  • Someone was raped in the parking lot at your event.
  • Pets are dying, allegedly from an ingredient your company provided to pet food manufacturers.
  • The FTC Commissioner has called a press conference for January 4 to announce a multi-million dollar settlement against your company which makes a top-selling weight loss product.
  • A toxic spill in your facility rose over the berms (higher than legally mandated) and spilled into the city streets.
  • Your small, publicly-traded company is prominently featured in a negative industry round-up article on the front page of Barron’s.  As a result, your stock drops from $40 to $14 that day!
  • Your company’s letterhead is superimposed on screen… as the lead story on the evening news… “Bribery Scandal at City Hall.”

What Keeps You Awake at Night?

  • Will your customers desert you?
  • Will their customers sue you?
  • Should you attend your major industry trade show in two weeks?
  • You are out of the country on business.  Your managers attempted to manage the situation without you… 24 hours later you are told about it.  Do you cut your trip short and return home?
  • Will your company survive this crisis?
  • Are your personal assets at risk?  Have you protected them adequately?

You fly home, rush to the office after a few hours of sleep… without showering or “dressing” for work.  The FDA has asked for a product recall and press release.  How do you manage all of the calls that are coming in?  The media has staked out your facility.  How do you get out of the office without a microphone and camera being thrust in your face?  What if they follow you home at the end of the day?  Are you at risk legally?

“As business leaders, it’s our responsibility to anticipate and prepare for landmines that can undermine growth.  A crisis can strike the most successful companies unexpectedly and often requires urgent action, particularly when dealing with the media.  The more successful your company is, the bigger you are as a target.  Thus, the more important it is to prepare in advance,” explained Steve Cheng, CEO of Window Rock Enterprises.

Legal Concerns in Crisis Management (Contributed by Mark Burton, JD, CSBA, CMEA)

Most of us believe that if we do everything in a competent and ethical manner, we won’t face the legal challenges that companies like Enron and Worldcom had to deal with.  We know that we are good corporate citizens and take care of our clients and treat our employees in the best possible manner.  We are safe, right?  WRONG.

Your first response may be, “Why should I worry, I will win the case.”  In many of these circumstances, even if you prevail, you may end up spending tens of thousands of dollars on legal fees that you will never recoup and have your business’ name smeared in the media.

What are some of these legal issues?

Product Liability:  Product liability stands for the proposition that someone used a product that you were involved with at some level and because something was wrong with that product they got hurt in some manner.  Under this theory everyone involved in the manufacturing and distribution of the product can be sued to compensate the injured party.  That means that even if all you did was provide a piece of the total product or brokered the transfer of the product or imported/exported the item, you may be named as a defendant.

Professional Negligence: A law suit under the theory of professional negligence asserts that you as a professional, be it a Certified Public Accountant, architect, life insurance agent, etc. has done something or not done something that has harmed the plaintiff and that as a professional you should have known better.  Needless to say, professionals live by their reputation.  Even if you win the case, you may very well have lost the war.

Res Ipsa Loquatar:   Res Ipsa isn’t a cause of action by itself, as product liability and professional negligence are, but rather it’s a specific theory under negligence that takes away one of your protections.  Generally, in a negligence law suit, the plaintiff must demonstrate that you did a bad thing.  But here, the burden of proof is switched over to you, the defendant.  Res Ipsa Loquitur literally means “the thing speaks for itself.”  It is used in those circumstances where something happens that is so incredible it appears as though you MUST be responsible.

And What About Your Personal Assets? 

“For many small and mid market companies bank loans and lines of credit are secured by personal guarantees, usually on personal real estate. In such cases your personal assets are at risk in the event you have a flood of expenses hit the business all at one time. And as pointed out above, that can happen even if you win any legal action that you may face,” noted Gene Siciliano, the CFO for Rent who advises numerous mid-market companies.

“Consider the need to suddenly put together a crisis management team that is not up to speed and not guided by a well crafted crisis plan. The time they must spend goes up, the fees go up, the retainers go up, and you run short of cash. Your business loan payments don’t get made – the choice could be loan payments or payroll, and the lender learns you are facing serious legal issues,” he continued.

“His job is not to judge your likelihood of prevailing; rather, his job is to protect his company’s money. You may find credit lines shut off and payment demands made that could result in the lender placing a lien on the collateral – your home. While it may all work out in the end, your relationship with your lender will never be the same. And the added stress in the meantime?” Gene concluded.

Is This the Worst Thing That’s Ever Happened to Your Business?

While it may definitely feel as though this is the worst day of your business life, it may well be the beginning of the best.

This is not a Pollyanna statement but the voice of experience speaking.  Presuming that yours is a mid-market company, it will now be perceived as larger and more important due to all of the media attention.  No one believes small companies make headlines.

The key is to properly manage that attention and to ensure that your company is treated fairly by the press.

This is best done by preparing in advance.  It is important for all companies today to have a crisis plan and to have interviewed and know those who will serve on their crisis team, should such an event ever occur.  Contact data on all members of that team 24/7 should not only be on file but also readily available.

“Preparing a crisis plan can be as simple as establishing a relationship with a crisis management firm so you know who to call when crisis strikes.  It’s like having a fire escape plan for your building.  You don’t imagine you’ll ever need it, but it’s good knowing you’re prepared just in case,” noted Cheng.

It is also an opportunity to become a major “voice” in your industry.  We have had clients lead an industry trade show panel on crisis management.  It is an opportunity to do good and get positive attention by putting on a seminar on “Product Safety” or “What to Do in the Case of a Product Recall.”

You may also be approached by Fortune 100 customers you’ve not sold to before.  Why?  You are now viewed as a real player in the industry.

We’ve also had industry analysts begin to follow a small public company, due to the Barron’s mention.  They would never have made it on the analyst’s radar screen otherwise.

“Ascertain that your business is properly insured, work with a business attorney to confirm that you have taken all appropriate steps to avoid legal liability and have a crisis management plan in place that is ready to swing into action should something threaten your reputation,” asserted Burton.

You decide… does your company need a crisis plan?

About the Author
Devon Blaine is experienced in all facets of the communications industry. Formerly an actress, model, and stunt driver, she founded the agency in 1975. Besides designing communications campaigns that help businesses maximize their success, she has long been active in numerous entrepreneurial organizations, thus earning a reputation as “the entrepreneur’s entrepreneur.” She has incorporated the knowledge gained from these ventures into the philosophy of The Blaine Group. The agency has an award-winning track record in serving the public relations needs of fast-track emerging-growth companies and major corporations alike.

She was three times president of the Los Angeles Venture Association (LAVA), a founding board member and a past president of the Los Angeles chapter of (NAWBO) National Association of Women Business Owners. Devon also serves as a mentor for the Stubbs Alderton & Markiles Precelerator, the South Bay Entrepreneurial Center, and the Innovation Incubator at Cal State University Dominguez Hills.

About The Blaine Group, Inc.
The Blaine Group specializes in developing and implementing public relations campaigns and marketing strategies as comprehensive communications campaigns or as stand-alone entities.  The firm represents many authors and fast-track, emerging-growth companies.  It also handles investor relations and financial public relations activities for its publicly-traded clients.  The Blaine Group is located at 8665 Wilshire Blvd., Suite #301, Beverly Hills, CA 90211.  The telephone number is 310.360.1499 Visit

Preccelerator Workshop: Establishing Your Business Metrics w/ Ken Malouf

“Establishing Your Business Metrics”
Presented by Ken Malouf

In business, what doesn’t get measured doesn’t get done. While business owners are focused are achieving their goals, many have not identified and do not regularly track the essential metrics that will get them to those goals. Determining the right metrics for your business also begins with having true clarity in the vision and goals for your company. This presentation provides an overview of why it’s important to establish business metrics, how to identify the key metrics that align with your business goals, what some of the different results and performance metrics (KRIs and KPIs) are that you can measure for your business. This also includes a discussion of some of the key levers that drive customer and revenue growth, and how to establish a simple process for tracking your business metrics. By learning how to define, track, and evaluate your business metrics, business leaders will be more effective in establishing the processes and metrics to achieve business performance while better ensuring the progress and focus necessary to accelerate them to their goals.

Tuesday, February 18th, 2020
12:00PM – 1:30PM

Presented by:

Ken Malouf

• President & Owner, Game Time Strategies, LLC

• FocalPoint Certified Executive Business Coach

• 20+ years of business management experience

• Wharton MBA

Ken Malouf is a business management, strategy and brand marketing executive, certified FocalPoint business coach, consultant, and Wharton MBA. In the last 20 years, Ken has had key strategic roles at top companies including Nestle and Disney, and executive roles leading key businesses and divisions for large and small entrepreneurial companies in the dynamic toy industry. He is known for being strategic, collaborative, insightful, and versatile with proven results across a range of industries including consumer products, toys, entertainment, automotive, advertising and consulting involving a wide range of consumer targets.

Ken is currently the President and Owner of Game Time Strategies, LLC, an executive business coaching and consulting company. As a trusted advisor, strategic business executive, and elite business coach, Ken partners with successful executives to help spark key insights and ideas and take actions that can accelerate them to their goals.

SA&M Preccelerator Encourages You to Attend Startup World Cup Regional Finals

Startup World Cup Southern California Regional 2020


5:30 PM

Smothers Theatre Malibu, CA

Startup World Cup is a global conference and competition that brings together the top startups, VCs, entrepreneurs and world-class tech CEOs. The Startup World Cup is the largest pitch competition in the world with a grand prize of $1 million dollars.

The contestants for this year’s Startup Up World Cup regional championship are:

  • Coral Drowning Detection Systems, the Los Angeles developer of the Coral Manta, an A.I. powered device that gives an alert when it detects a person drowning in a residential pool.
  • HomeZada, a platform to help homeowners manage information such as finances or home improvements, based out of El Dorado Hills.
  • vRotors, a Los Angeles-based platform allowing users to fly real drones around the world using a computer or VR headset from home.
  • MyShoperoo, an Orange County-based A.I. powered platform allowing users to have errands run for them while they are at work.
  • Miso Robotics, a Pasadena developer of a “robotic kitchen assistant” called Flippy, capable of working grills and fryers, switching tools, and more.
  • Gifts for Good, the Los Angeles-based startup that helps companies curate ethical and sustainable corporate gifts.
  • Limbix, who assists with mental health treatment using VR.
  • OPKIX, a Costa Mesa maker of small cameras that can be attached to hats, sunglasses, necklaces, and other kinds of apparel.
  • LexSet, a platform that generates data optimized for retail, augmented reality, warehouses, supply chains, and more.
  • Saya Life, a Los Angeles-based platform designed to help property owners conserve and monitor water usage.

Stubbs Alderton & Markiles client, AudioCardio, was among the finalists for last year’s top prize of $1 million dollars. The Startup World Cup grand finale will be held on May 22nd at the Hilton Union Square in San Francisco.

To find out more about this year’s competition, visit here.

Preccelerator Program Class 13 Demo Day + Angel Investor Panel

Preccelerator ® Program Class 13 Demo Day + Angel Investor Panel – Cohort companies get a chance to pitch to investors + fellow founders.

Clear your calendar – It’s going down!

The Preccelerator ® Program Class 13 Demo Day kicks off on February 26th @ 6:00 pm, and you’re invited to take part in the festivities.

Preccelerator cohort companies are early stage, and we work hand in hand with them throughout their term to know their market and users, foster their leadership skills, build and test their product, avoid legal pitfalls, ensure the defensibility of their products, acquire users and partnerships and prepare them for the fundraising process. Now it’s time to showcase their efforts.

Class 13 Company Pitches

As people become more passionate about a hobby or activity, the related items they want become more customized, expensive, or harder to find. Auxxit is an innovative mobile marketplace platform that brings together communities of like-minded people and provides them with peer-to-peer commerce tools that make it easier and more fun to discuss, buy, and sell their passion-based items. Our solution provides hobbyists with easier access to reasonably priced goods and quick cash to make upgraded purchases. Visit

UNOMI is a SaaS for animators and video game developers. UNOMI leverages advanced, patent-pending voice recognition and motion capture technology that automates a lot of the most time-consuming aspects of animation production. Our voice recognition software understands human speech in multiple languages. This allows animators to easily create the speech of multiple 2D and 3D animated characters and for some, UNOMI gives them the ability to create content on a daily basis. UNOMI’s motion capture software will give content creators the ability to easily track human movement within their home or studio, which will eliminate the need to rent expensive motion capture studio space and equipment. Large-scale animation studios will be able to drastically reduce costs allowing them to create more content in a significantly shorter amount of time. UNOMI will also be releasing an Augmented Reality and VR, 3D object plugin for Adobe software which will allow users to easily implement and animate 3D objects quickly and easily. Each UNOMI software will be intuitive, which will eliminate a learning curve for most users. Visit


Investor Panel

Investors will be joining us from Tech Coast Angels, Pasadena Angels, and Women Founders Network.

More details to follow!

SA&M Preccelerator Encourages You To Attend UCLA’s First Friday Event Featuring Len Lanzi and SA&M Partner Kevin DeBré


First Friday SA&M Preccelerator Program Managing Director, Len Lanzi, and Stubbs Alderton & Markiles’ Partner Kevin DeBré, will be featured at UCLA’s First Friday event on February 7th at 9 AM. They will be discussing “Building Companies and the Community: The Preccelerator.” First Friday is an early morning event that provides an opportunity for the campus and local communities to network.

To find out more about the event and to register:


About Len Lanzi
Leonard M. Lanzi has over 30 years of organization management and fund development experience. He has been serving as the Executive Director of the Los Angeles Venture Association since 2007. In his capacity at LAVA, Len works with the LAVA board of directors to direct the strategic plan and organize educational and informational programs within the venture-funded startup ecosystem in the greater Los Angeles region.

Len brings a well-rounded knowledge from such diverse human service organizations as the Community Kitchen of Santa Barbara, Court Appointed Special Advocates, Junior Achievement of Southern California and the Boy Scouts of America. To view Len’s full bio, visit here. 

About the Kevin DeBré:
Kevin leads the Intellectual Property and Technology Transactions Practice at Stubbs Alderton and Markiles, LLP, where he advises entrepreneurs and companies that use intellectual property to build their businesses. Kevin is the personal business attorney for several UCLA faculty members and represents a number of UCLA-founded companies in licensing intellectual property created on campus. He has been recognized by his peers for excellence in his practice, having been selected for Southern California Super Lawyers® for seven years.  Kevin is a frequent guest lecturer in undergraduate and graduate level entrepreneurship courses at UCLA and other universities. To view Kevin’s full bio, visit here.

About First Friday:
First Friday is an early morning event that provides an opportunity for the campus and local communities to network. The group encourages you to kick off your day with exciting presentations on topics relevant to intellectual property and entrepreneurship at UCLA. To learn more about First Friday and more of UCLA’s Technology Development Group, click here.