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Despite its significance, the buy-sell agreement is often treated as a static, one-time formality—executed during the early stages of a business when relationships are amicable, valuations are low, and the future appears linear and predictable. A buy-sell agreement that once reflected the realities of the business can, over time, become outdated, incomplete, or even counterproductive.
While the AI technology is impressive, the contracts often aren’t. From critical omissions to clauses that create more risk than they manage, these AI-drafted agreements can cause real headaches.
The sale of a privately held business is often the culmination of decades of work — a high-stakes transaction that is both financially and emotionally significant. Sellers typically assume that the major risks arise during diligence or negotiation of the purchase agreement. In reality, many deals never reach that stage. They quietly fall apart in the early phases, when buyers encounter signals that raise serious concerns before they’ve even opened the data room.
Do you know when and how you plan to leave the business you are currently leading? I have found that the best personal, professional and financial results are consistently achieved by those who work with an exit plan. If done properly, an exit plan will result in the freedom and fulfillment you’ve been working towards for years.
The high cost of litigation and number of cases flooding the courts have many judges and attorneys using alternative dispute resolution (ADR) to significantly cut costs and improve the efficiency of the court system. Clients whose cases qualify for this process often find it simpler and easier than facing off in the courtroom.
Aside from the obvious reduction in cost, there are three main reasons ADR is more appealing than the formal litigation process.
Business Buyers Face Expanding Liability Risks By Ed Sadik Business Buyers can find themselves with an unexpected, expensive surprise when a court makes them pay
In late 2021, Michigan was shaken by the Oxford High School shooting. The tragedy of that event has sparked debate around firearm ownership, use, storage, and the potential for liability. Heated discussions are occurring on the state and federal levels.
Digital Legacies: A Modern Necessity in A Digital World By Casey W. Callahan With so many hours spent on email, social media and other internet
Free speech has become a ubiquitous topic of discussion given the political landscape of the country, the pandemic, and the way information is disseminated. This summer, the Supreme Court of the United States has decided a case that involves an integral intersection of social media, free speech, and modern American life.
Discover comprehensive estate planning resources in Michigan. Learn about wills, trusts, probate, and legal strategies to protect your assets.
Unfortunately, we face an increasing risk of spending some part of our lives living in a nursing home. What most of us don’t know is what happens to one’s monthly Social Security and pension checks once the person uses up all of his or her assets.
Learn what litigation is and explore tax litigation, corporate litigation, and trust litigation in Michigan. Kemp Klein Law Firm provides experienced legal guidance.
Because noncompetes restrain trade, they must serve a legitimate business need beyond the mere prevention of competition to avoid antitrust laws. A noncompete would be appropriate if you are trying to prevent an employee from stealing trade secrets.
Older persons are increasingly vulnerable because they are often frail, trusting and/or lonely. They are targeted, not only by neighbors and family members, but by telemarketers, door-to-door salespersons, bank tellers and other semi-professionals with whom they come in contact. Review these warning signs to determine whether your elderly family member or friend could be at risk for this type of abuse.
The best CEOs know that their job is to keep fine-tuning how their business serves customers and makes money; their job is not management, but leadership. The Advisory Board works beautifully to help them keep that leadership focus
I’ve run into several situations (not created by me) where older people gave away money to their children, or grandchildren, and then needed nursing home care later on. The earlier gifts, if made within 5 years of entering a nursing home, created huge problems. Medicaid will NOT pay for a person’s nursing home care for so long as that person’s “gifts” would have paid for the nursing home instead.
There comes a time when a person considering or going through a divorce decides to break the news to friends or family. There are certain things you can do if a friend or family member decides to confide in you
Discover how Kemp Klein Law Firm provides expert legal services for business startups and venture capital investors. Navigate SEC regulations, entity formation, and funding agreements with confidence.
It’s interesting that you can have several companies, all operating in the same market conditions, some thriving while others stall or fold. What causes the difference in success level? Some are just lucky… but you know the saying that luck is really just when opportunity meets preparation and hard work.
For most of us, what we leave behind will not become a bestselling book. However, a modest legacy that we can ALL leave for our loved ones is to prepare for the inevitable while we are healthy and able to make decisions for ourselves. Many families are torn asunder by disputes over a will, a trust, guardianships or other elder care issues while their loved ones are alive but no longer able to make their own decisions.
Can you imagine your most valuable employee leaving your company; especially to work for a competitor? It would be quite difficult and expensive for both you and your business. Golden Handcuff plans can help minimize this risk.
The recently enacted Federal budget made some significant changes to Social Security Benefits, and these changes will limit individuals from making use of a few “planning opportunities” that used to exist. Here is the updated retirement age to receive full Social Security Benefits.
For many people who want guidance in starting their own business, franchising can be a great alternative. However, becoming a franchisee requires analysis of many issues, a few of which are discussed in this article.
Too many lawyers are tow-truck drivers. Or, do our clients just think of us that way? Some clients view their lawyers as someone to be called only as a last resort, because “the clock starts running awfully fast.” Clients should view their lawyer as part of their executive team – invite them to attend board meetings or key executive meetings (or, at a minimum, set up quarterly calls or visits with them). Many lawyers (yours truly included) are willing to participate in these for a reduced fee or no fee.
Have you found yourself asking the question, “How do I sell my business?” Selling a business tends to be a surprisingly difficult and even emotional experience for most owners. However, the process becomes much easier when the seller knows what to expect. A good corporate attorney can uncover the mystery of selling a business by walking the owner through every phase of the sale.
If someone furnishes alcohol to a minor who then causes damages to a third party, the server may be liable for the damages suffered by the third party. This applies whether the person who served alcohol was a bar owner or just a social host entertaining at home.
The new tax act temporarily doubles the exemption amount for estate, gift and generation-skipping taxes from the $5 million base to a new $10 million base, but only until 2026.
“Classic Insider Trading” is an officer, director or other executive or employee of a publicly traded company using undisclosed information concerning a material event about the company that is likely to effect the price of its trading securities, to buy or sell those securities, depending upon whether that undisclosed information is favorable or damaging
With everything going on in the world today, many cautious divorced parents wonder what – if anything – is in place to safeguard their children’s return from a foreign country after traveling with an ex-spouse on a vacation to visit foreign relatives. One such safeguard can be found in an international treaty.
In these economic times, one needs to be cautious about any and all spending. However, there are situations where a small expenditure can result in big financial and emotional savings down the road.
Preparing and executing a proper estate plan is only part of a larger picture. After the client has worked with an attorney to formulate a specifically tailored estate plan for the client, the attorney and client must continue to work together to properly fund the client’s trust. The client’s specific situation may warrant a different plan for funding, but for the most part the following guidelines should be followed.
If you are starting a new business or just making a passive investment, selecting the proper legal structure is critical. If you already have a business or investment with others, you should review the business form you are using on a regular basis to determine whether it is still the best choice.
With advancements in medical care, families are faced with more complicated decisions concerning loved family members than ever and many are landing in probate court. Probate litigation is on the rise and it can be extremely stressful to people who suddenly find themselves battling family members.
When Kemp Klein began counseling businesses, families and individuals, prenuptial agreements were considered to be against public policy if they addressed divorce. Today, prenuptial agreements are recognized in all fifty states, yet misconceptions remain. If you, a friend or family member is planning to get married, what are the benefits and pitfalls of deciding to use a prenuptial agreement?
One of the biggest concerns of older adults in Michigan and their family members is the ability to maintain ownership of their life-long home. As an older adult develops the need to enter a nursing home, further concerns and complications can arise if the government puts a lien on the real estate.
In litigation, a party will often use a third-party subpoena to obtain documents from individuals, businesses, or other entities that are not parties to the lawsuit. Those that receive subpoenas often wonder whether they should respond, how to respond, what, if any concerns they should have, and what, if any, precautions they should take. There are several critical steps you should take to ensure you will comply with the subpoena.
The Ways and Means Committee is negotiating the Build America Back Better Act and it will likely be passed by a majority vote in the House. If passed by the Senate, tax rates for both individuals and corporations would increase. Because the proposal includes major revisions to the estate tax, capital gains taxes, and the way retirement accounts are taxed it is important to plan now to achieve your best tax results.
The IRS has issued a new Form 8971 “Information Regarding Beneficiaries Acquiring Property From a Decedent” and instructions. This increases the duties of a personal representative or executor of a decedent’s estate. Form 8971 is required to be filed if an estate has to file an estate tax return under Form 706.
Rule 506 compliance can be relatively simple: (a) sell only to “accredited investors” (actually, you can also sell to up to 35 investors who are not accredited but if you do so you must provide them with burdensome additional disclosures about the business); (b) raise enough money to give yourself at least a six month cash runway.
The rights of employees to a leave of absence for military service and to return to their jobs is governed by the Uniformed Services Employment and Reemployment Rights Act (USERRA). USERRA provides leaves of absence and reemployment rights to members of the armed forces including the National Guard and Reserves who temporarily leave their civilian jobs to perform military duty. This article provides employers with an outline of their obligations to employees performing military service.
Once an office or other space is provisionally selected, the business owner must negotiate deal terms with its landlord and finalize a lease agreement. Generally, a lease’s “economics” —the rent and other financial obligations imposed on the tenant — are crucial considerations for a business owner.
In a troubled economy, an unpaid internship may sound like a good idea to both the job applicant, who is looking to build up his or her resume, and the employer, who is looking to cut costs. However, if an unpaid internship sounds too good to be true for the employer, it just may be.
Congress has created a new registration requirement designed to target money launderers, tax evaders, and terrorists. As collateral damage it also hits small businesses and probably other entities. This requirement was created by The Corporate Transparency Act, (“CTA”) part of the over 10,000 pages of legislation.
To receive loan forgiveness, a borrower must complete and submit the Loan Forgiveness Application to its lender. The lender will then review the application and make a decision regarding whether to approve your loan forgiveness, and how much loan forgiveness to which you may be entitled. The lender has 60 days from its receipt of the Loan Forgiveness Application to provide its decision to the US Small Business Administration (SBA).
For small businesses unable to secure the limited funds made available by the CARES Act through the SBA-administered Paycheck Protection Program (PPP) or medium-size businesses ineligible for a PPP loan, the Main Street Lending Program offered by the Department of Treasury is another source of funding.
Whatever your political affiliation, it is no secret that the Biden administration is investing time into national campaigns supporting receiving the COVID-19 vaccine. However, the administration is also concerned with ‘social media misinformation.
On September 9, 2021, President Biden announced that OSHA is working on a temporary regulation applicable to all employers with 100 or more employees that requires employees to be vaccinated or tested weekly. He also signed two executive orders, one mandating all federal employees be vaccinated against COVID-19 and the other mandating federal contractors to implement COVID-19 safety protocols.
On Tuesday, March 2, 2021, Governor Gretchen Whitmer, through the Michigan Department of Health and Human Services (“MDHHS”), announced that COVID-19 restrictions related to in-person activities will be partially eased for restaurants, nursing homes, gyms, recreational facilities and private events. These changes will take effect on March 5, 2021 and will remain in effect until April 19, 2021.
Starting Wednesday, February 24, 2021 at 9 am, the SBA established a 14-day, exclusive PPP loan application period for businesses and nonprofits with fewer than 20 employees. SBA also announced four additional changes to open the PPP to more underserved small businesses than ever before:
On December 7, 2020, the Michigan Department of Health and Human Services (MDHHS) announced that it has adopted new CDC recommendations providing asymptomatic persons an earlier release from quarantine after close contact with infected or symptomatic persons. The MDHHS also issued a new Epidemic Order that extends through December 20, 2020 the existing partial shutdown of Michigan’s economy that was scheduled to end on December 8, 2020.
On October 22, 2020, the State of Michigan adopted public acts that are geared toward reopening the economy and encouraging employers, employees, and other businesses to comply with CDC, OSHA, and other laws and regulations for curtailing the spread of COVID-19. These new laws provide immunity from legal claims related to COVID-19 and protect employees from retaliation for staying home pursuant to government directives regarding exposure to the virus.
On October 2, 2020, the Michigan Supreme Court issued an opinion that overturned Governor Whitmer’s numerous executive orders issued in response to the pandemic. Despite the ruling, employers and businesses operating during the pandemic should not assume that this decision eliminated all restrictions on their operations.
On September 24, 2020, Governor Whitmer issued three executive orders that will reopen more of Michigan’s economy and impose additional restrictions on resumption of public and private education. Executive Order 2020-183 reopens certain amusement, entertainment, and recreational public accommodation venues, including cinemas, theaters, arenas, amusement parks, bingo halls, and bowling allies. These venues have been closed since the first stay at home order was issued in March 2020.
In a surprise move earlier this week, the CDC issued an executive order prohibiting residential lease evictions until December 31, 2020 to prevent the spread of COVID-19. The moratorium goes into effect when the order is published in the Federal Register (which is expected to happen on Friday, September 4, 2020).
The FFCRA, signed into law on March 18, 2020, provides several emergency provisions to provide for reimbursable paid family leave and paid sick leave for circumstances related to COVID-19. The FFCRA contains two key components. One involves the expansion of the FMLA under the Emergency Family and Medical Leave Expansion Act (“EFMLEA”) and the other provides for paid sick leave under the Emergency Paid Sick Leave Act (“EPSLA”).
The president has signed the Paycheck Protection Program Flexibility Act of 2020 (“PPPFA”), which makes significant changes to the Payroll Protection Program (“PPP”). The changes contained within the PPPFA should provide more flexibility to businesses to fully utilize their PPP funds which will increase the likelihood of the PPP loan being forgiven.
The Treasury released additional guidance on PPP loan forgiveness calculations with their Loan Forgiveness Application. The expiration date on the form is 12/31/2023.
On May 22nd, the SBA and Treasury Department answered several questions that had lingered regarding what kinds of compensation are forgivable under the PPP program. One important unanswered question was the extent that commissions or bonuses paid by a borrower during the covered period were eligible for loan forgiveness.
On Thursday, April 23rd, the House passed a bill that funded an additional $320 billion for the Paycheck Protection Program, or PPP, created by the CARES Act, which was passed late last month.
The CARES Act allowed states to enter into agreements with the federal government that provide enhanced benefits under their existing unemployment programs. Under these programs, in addition to existing unemployment compensation, qualifying individuals receive $600 per week of “Federal Pandemic Unemployment Compensation” through July 31, 2020.
The Cares Act has created some atypical incentives for employers and employees. For example, the unemployment provisions in the Cares Act have allowed some individuals to make more money on unemployment than they did while they were working. This has led to some unusual situations as employers attempt to recall their workers.
The Families First Coronavirus Response Act (“Act”) was signed into law on late evening of March 18, 2020. The Act provides several emergency provisions that significantly modify the applicability of the Family and Medical Leave Act and also require employers to provide paid sick leave in certain circumstances related to COVID-19.
Throughout the evolving circumstances related to COVID-19, Kemp Klein’s priority remains focused on the well-being of our employees, colleagues, and clients, while continuing to serve those who face the same challenges we do. Following recommendations from our government and local health officials, our employees will continue to prioritize client matters while working remotely.
The Act amended Section 529 of the Internal Revenue Service Code of 1986 to create tax-free savings accounts for individuals with disabilities. ABLE accounts, when established and properly managed, will not affect the disabled individual’s eligibility for SSI and Medicaid needs – based public benefits, at least within certain limits, as discussed further in this article.
Potential significant changes to tax laws require advisors and clients to act now. The House, Senate and the Presidency are held by Democrats, giving President Biden the potential opportunity to implement some significant proposed tax changes.
As a Family Law attorney used to getting calls from parents unaware of what travel with children means in our post-9/11 world, I’ve put together some tips to make sure your vacation is a dream – rather than a nightmare…
These were really good ideas, and these plans still work really well, providing you either remain absolutely healthy up until your death, or you have so much money that the cost of extended nursing home care (which now runs close to $100,000 a year) won’t exhaust your savings.
A Michigan resident (“Plaintiff”) placed a bet on DraftKings app on the Boston Bruins against the New York Rangers. According to his Complaint, not only did he capture screenshots of the odds, (which were Bruins +3) but he also contacted customer service before the game to confirm his bet and the payout. He bet $915 on the game with a total payout of $5,586.00.
Are you a control freak? If you’re an entrepreneur, I bet you are. I know I am, at least a bit. As the head of your business, it’s hard to loosen your grip on every aspect of the company. But sometimes, you have to let others help you succeed.
A prenuptial agreement (a/k/a “prenup” or “antenuptial agreement”) is an agreement between two people that generally addresses the resultant financial consequences of the end of their marriage. Without a “prenuptial agreement” the parties are left with the sometimes uncertain and always stressful “divorce law.”
Founders must get these legal issues right, in order for their Company to have the best chance of success: First, Divide the pie correctly. Too many Founders divide the start-up equity immediately, quickly and equally (because, after all, “equal is fair”). Research shows that Founders who take their time with the decision and don’t feel compelled to allocate immediately, and above all, don’t necessarily allocate equally, fare better.
As it stands today, any assets you want to leave at death will be taxed by the government. Think ahead about your family’s future, and put a plan in place now to ensure your wishes are carried out when you’re not around to take care of this yourself. The following will help you understand that an estate plan (or, more accurately, a legacy plan) is about more than just money; it’s about taking control of your future.
Michigan passed Senate bill 1455 which caused Michigan to become the most debtor friendly state in the US for LLC owners. The bill states: Charging orders are the sole remedy against LLCs, such that foreclosure is not a possibility; and This applies to multi member LLCs and to single member LLCs without distinction.
When drafting business documents, the drafting attorney typically needs to address how a dispute will be resolved if a dispute
arises during the term of the contract. The choices of ADR provisions seem almost limitless, and whether or to what extent one or more of these methods will be successful depends on the type of dispute and the parties involved in the dispute.
Do you have a limited liability company? If so, you probably established it to achieve member liability protection under the limited liability company statute. In other words, you want to protect your outside assets from liability associated with the assets the LLC owns. Michigan LLCs also afford a different type of asset protection – one that protects the assets the LLC owns from a Member’s outside liability.
That is a common question, but it is often the wrong question. If something is “copyrightable” it is already copyrighted. But doesn’t one have to put a copyright notice on it or file something? There may be reasons to do either or both of those things, but you do not have to do them in order to have a protectable copyright.
Whether a worker is considered an employee, or an independent contractor has always been an important yet technical issue. As a practical matter, employers are often benefited by the flexibility and cost savings offered by the “independent contractor” status while workers benefit from being deemed employees. As just one of many examples, an independent contractor is not subject to the Fair Labor Standards Act’s (FLSA) minimum wage and overtime protections.
The explosion of short-term rentals like VRBO and AirBNB have expanded the market to a much wider audience which in turn has unearthed more issues. Anyone interested in investing in a property that they plan to offer on a short-term rental basis needs to be aware of those new issues.
Understand and prevent identity theft. Your identity can be stolen through physical means (a wallet, purse or credit card) or more covertly via computer, discarded checks or social security numbers given over the phone. Keep the copies in a safe location where you or someone you trust can access them.
If you own rental real estate, you may need to act now in order to take advantage of significant income tax deductions under the new Section 199A. The IRS has just issued proposed Final Regulations and a Special Notice.
If you find yourself, now, one month into your new year resolutions and are second guessing your new gym membership or diet, you are in luck. There is no time like the present to resolve to plan ahead and utilize the current tax legislation to you and your loved one’s advantage, before it may be too late.
As the courts have become busier and busier, a solution promulgated by judges, lawyers and other professionals has been the use of alternative dispute resolution (“ADR”). Many judges are actively submitting contested matters to mediation, case evaluation and other dispute resolution processes, including arbitration. Court rules basically mandate consideration and use of ADR. It is important to understand the options available when ADR is considered or mandated.
Recent federal tax law changes provide important reasons to consider changes to LLC Operating Agreements for multiple member limited liability companies and for partnership agreements.
We have all heard that to qualify for Medicaid, an applicant needs to be below the poverty level. However, many seniors are living on limited funds, with just a small amount of savings or assets, but still cannot get Medicaid help. What’s worse, if one spouse requires nursing home care, the cost of private pay nursing home coverage can exceed $8,000 per month without Medicaid.
More dangerous than Somalian pirates and Madoffian Ponzi schemes are CMOs, CDOs, CLOs, ARS, CDS, and SIVs. These “securities” are still weapons of choice of our Wall Street gangs (and too often our Main Street gangs). As a securities lawyer, I have become skeptical of Wall Street and all that it promises. You should be skeptical too, and here’s why…
Unless employees are exempt under the federal Fair Labor Standards Act they are entitled to premium pay, generally time and one-half, for hours worked in excess of 40 in a workweek. A common question is whether non-exempt employees need to be compensated for training and meeting time. Generally, employees must be paid for time spent attending training programs, meetings and other similar activities unless 4 criteria are met.
The use of an LLC is a common estate planning technique for gifting, creditor protection, and management purposes. In Michigan, many people transfer their second home into an LLC for just these purposes. Absent a phone call to your insurance provider, that transfer could be costly if someone is injured or there is damage to the property. In 2018, the Michigan Court of Appeals in Thompson v Fremont Insurance Co. held that even if insurance premiums are paid, if the insured party is not the actual owner of the property, you may not be covered.
Ponzi schemes are occurring all too often across the United States and Michigan. The IRS has developed two items of guidance to help taxpayers who are victims of losses from Ponzi-type investment schemes. Investors should do their homework before they invest their money with anyone or any company.
Fiduciary duties in Michigan apply to directors, officers, managers or “those in control” of closely held businesses and include duties of: 1. Care, 2. Loyalty, 3. Good faith and 4. Disclosure. In Michigan, these duties are based in common law (case law) but have now been codified (become statutory law as enacted by the legislature) in Michigan’s Business Corporation Act and Michigan’s Limited Liability Company Act.
It’s critical for an enterprise to periodically review the status of its workers and see if they are properly classified as an independent contractor or employee. An enterprise must withhold federal income tax, social security taxes, and federal unemployment taxes on wages it pays workers who are employees. It also may have to provide them with the same fringe benefits and retirement plan coverage available to its other employees.
The Red Flags Rule is a fraud prevention measure that requires certain businesses to create and follow written procedures to identify, detect, and respond to warning signs (i.e. “red flags”) of identity theft. The Federal Trade Commission has delayed the rule several times.
Trademarks themselves would be meaningless if the law did not protect them by preventing others from selling similar goods and services with confusingly similar marks. The ability to protect a trademark arises as soon as the owner of the mark first uses it in commerce to identify its goods or services.
Let’s say you are the beneficiary of a trust. That trust was established by a relative with whom you were once estranged, but with whom your relationship warmed over the years. In his trust, the relative left you $1,000,000.00. However, your diligent and hardworking lawyers obtained affidavits, testimony and other evidence that this relative fully intended and planned to do much more for you but couldn’t do so before he died.
Most small and mid-sized businesses do not apply the same level of scrutiny and cost-benefit analysis to their employees’ retirement benefits as they do with other facets of their business. This can expose business owners and decision makers…
Michigan’s DAPT law is one of the best in the country, offering convenience, flexibility and strong protection when used properly. So exactly what is a DAPT and why might you be interested?
The use of drones for surveillance purposes took a big hit in March of this year, when the Michigan Court of Appeals disallowed the use of “low-altitude, unmanned, specifically targeted drone surveillance of a private individual’s property” without a warrant. The decision was a major win for advocates of the Fourth Amendment, otherwise known as an individual’s right to be protected against unreasonable searches and seizures.
It may sound improbable but… Your good friend, a stock broker calls. He has information that could be valuable.
Businesses may have to give up costly tax breaks, such as accelerated depreciation, the domestic production activities deduction, and the election to use the last-in, first-out (LIFO) inventory accounting method. Industries (such as oil and gas) may have to give up some of their tax preferences.
Crowdfunding is a recent phenomenon in which one engages in the funding of a project or cause by gathering on-line contributions, many of them small, from a large group of contributors. In many instances, it has been used as an alternative to venture capital funding.
Not long ago, prenuptial agreements were mainly considered by the wealthy or the wary – and seldom by young people entering into a first marriage. Delaying getting married means more people entering into marriage do so with more accumulated assets, with more at risk and more to protect. Add to that the fact that the rate of divorce hasn’t changed, remaining relatively steady at 40% to 50% over the years, and the rationale for having a prenup becomes more attractive.
When clients think of the most important estate planning document, they most often think of a will. Lawyers tend to think of trusts as the most important. The COVID-19 epidemic has shown that we were all wrong; the Power of Attorney and Patient Advocate have proven to be the most important estate planning documents to have completed.
Business owners are experiencing more rapid change and more complicated challenges than ever. As companies work to grow their businesses and expand their markets, it becomes necessary to consider acquisitions, recapitalization or merger.
For those employers that have never assembled an employee handbook, doing so is an educational experience. Employers have general policies for vacations, holiday pay, work rules, discipline, and the like. Putting those policies into writing leads to the creation of better policies and removes any ambiguities and inconsistencies.
At some point, all owners leave their businesses. I have found that the best results are consistently achieved by those who work with an exit plan, especially since those plans also help us achieve our business goals of working on, and not in, our businesses.
The raising of private funds from venture capital sources or individual investors have traditionally been undertaken by means of federal exemptions that have allowed offerings primarily to “accredited investors.” However, those offerings frequently limit who can invest, market re-sales and secondary market trading and provide no liquidity for investors.
There are three trial courts in Michigan: district courts, which handle traffic tickets, minor criminal cases, landlord-tenant cases and civil disputes involving $25,000 or less; circuit courts which hear and determine all civil claims and remedies; and probate courts, which are courts of limited jurisdiction that generally hear cases involving trusts, estates, conservatorships and guardianships.
That case involved Colorado bakery owner Jack Phillips, an expert baker and devout Christian, who in 2012 told a same-sex couple that, although he would sell them anything else his bakery offered, he would not create a cake for their wedding because of his religious opposition to same-sex marriages.
The law in Michigan states that if one party in the conversation knows he or she is being recorded, then the conversation may legally be taped. But, if the parent in question knows about the recording, won’t he or she be on best behavior? So, the next logical person to give consent would be the child.
Two recent proposals would if implemented potentially greatly increase the federal tax cost of transferring wealth to sons, daughters and other beneficiaries.
Under the Patient Protection and Affordable Care Act (“Affordable Care Act”), employers that are plan sponsors of self-insured health plans with plan years ending on or after October 1, 2012 and before October 1, 2019 may be subject to Patient-Centered Outcome Research Institute (“PCORI”) fees, which must be reported and paid as federal excise taxes.
Employers with 50 or more employees are required to provide eligible employees 1 hour of paid leave for every 35 hours worked (up to a maximum of 1 hour per calendar week), up to a maximum of 40 hours per calendar year, for medical reasons of the employee and family members. Generally, all employees, including newly hired employees, are entitled to the benefit, except exempt employees, temporary employees (hired to work less than 25 weeks in a calendar year) and part-time employees hired to work less than 25 hours in a work week.
Of course you are aware that bribing any federal, state or local government official or any employee of a government agency is a crime. Are you equally aware, however, that bribing an official or an employee of a foreign government (or even a government-owned or controlled separate entity) can be a crime in the U.S. regardless of the laws of that country and where the bribe was paid?
As businesses and HR professionals know, employers are required to prove their employees are authorized to work in the United States by use of Form I-9. Derek Benner, acting executive director for ICE’s Homeland Security Investigations is reported as having stated that Form I-9 Audits by ICE will be increasing this summer.
Congress finally passed the SECURE Act impacting qualified retirement plans maintained by employers and individual retirement accounts. Find out about some of the changes here.
The U.S. Constitution is now interpreted as requiring all states to recognize and uphold a marriage between people of the same-sex. The logistics and overall impact of the Obergefell ruling are not easily apparent. The task of changing or reinterpreting legislation to reflect such a decision, and the case law to follow, provide a daunting task ahead for all involved. Included in that task is dealing with same-sex couple adoptions.
As a result of this planning, the IRAs received millions of dollars over a short period of time, despite Roth contribution limits and eligibility requirements. The IRS had argued that this was a device clearly to avoid tax, and attacked the transaction on a substance over form doctrine.
Without powers of attorney, a parent cannot get medical information about one’s child, access accounts or transfer vehicle titles. To gain these rights, someone will need to go to probate court to have a guardian or conservator appointed for the young adult. This will take up precious time and money during an already difficult situation.
When business economic conditions change substantially, commercial property net rental income and cash flow may deteriorate and become insufficient to meet the expenses of owning, operating and maintaining the property. This often results in a true decline in the economic value of the property. If debt restructuring is not feasible, the reduced value may leave the owner little or no economic incentive to maintain ownership of the property.
Using independent contractors instead of employees seems as good as striking gold in the backyard. With independent contractors you are not required to pay social security tax, Medicare tax, workers’ compensation premiums, federal unemployment tax and state unemployment tax. Moreover, you do not pay health insurance premiums, life insurance premiums, disability insurance premiums, sick days, vacation, or holidays. Independent contractors also cannot be organized by labor unions. What’s not to like? Is this the best thing since sliced bread? Maybe not.
If it were just the bumps (actually cliffs we all fell over) in the market that caused us to lose substantial sums of money that would have been devastating enough but when those losses occurred in broker recommended investments that you now see you should have never been in at all, you feel foolish, outraged and cheated.
The ACPA prohibits registering, trafficking and/or using a domain name that is identical to or confusingly similar with a distinctive trademark. The defendant must have a “bad faith intent to profit” to be liable. The statute applies to all domain names, regardless of whether registered before, on or after the date the statute was enacted.
Does your subdivision have residential only deed restrictions that prevent a waste dump, slaughterhouse, or other businesses from moving in? Is your only lake access through a subdivision wide agreement? Are you located on a private road and have a written agreement amongst the co-owners for how the road is going to be maintained and paid for?
Previously, Michigan was referred to as a Union Shop state. In virtually every collective bargaining agreement in Michigan there is language that states that to retain employment by a unionized employer an employee must join the union within 31 days and pay all fees and dues or pay a service charge, which is approximately the same amount as union dues.
Portability allows the first spouse to die to leave his or her unused estate tax exclusion amount to the surviving spouse. The unused estate tax exclusion is technically called the “Deceased Spousal Unused Exclusion Amount” (“DSUE”).
If you and your spouse jointly own property in Michigan, there is a good chance that you own the property as “tenants by the entirety.” Under this type of ownership, which can only exist between married persons, each spouse has identical rights to the property. Neither spouse may unilaterally separate out his or her own share in the property and the property rights may only be divided upon the consent of both parties or by divorce.
Some employers encourage their employees to discuss the business on social media based on the belief that employees are ambassadors for the business and can enhance the reputation of the employer in the public arena and even find useful ideas for their work. However, encouraging your employees to race around the World Wide Web discussing your business and its management is obviously risky.
The Internal Revenue Service (“IRS”) has a new filing requirement for any entity with an employer identification number (“EIN”). An entity with an EIN must file a Form 8822-B if there is a change in the entity’s address or responsible party (as defined below). If the entity’s responsible party has changed, use of this form is mandatory. Otherwise, use of the form is voluntary. The entity must file the form within 60 days of the change.
Children are involved in the legal system every day. However, since they are not eighteen, if a child inherits money or is awarded a sum of money from a personal injury case, their assets will be managed by another. As a guideline, trusts can be very useful in helping the family of a minor plan for the future outside the umbrella of the court system.
Many entrepreneurial and family business owners struggle to determine their eventual exit strategy. Perhaps they envision the eventual transition of their business to the next generation but discover that their children are either uninterested or unable to take over. The owners are nervous about reaching out to competitors and/or customers and disclosing proprietary information. What then are the options for a successful exit strategy? Some need to look no further than the management teams that run the day-to-day operations.
For many modern companies, their formulas, processes, techniques and custom software are among their most valuable assets. This “intellectual property” (IP) is the foundation of many companies’ profitability.
Using sponsorships to increase brand recognition has never been more prevalent or more complicated. While sponsorship can be a valuable marketing tool, it is also fraught with risks if appropriate precautions are not taken. Many issues must be addressed to ensure a well-intentioned process does not go awry.
Many business people think that if they chose a new company name and the state accepts it for filing (in Articles of Incorporation or Article of Organization), then they own rights to that name. This is a dangerous misconception.
One seemingly unusual, but growing question is whether a guardian can seek sterilization for the “ward” to prevent him or her from becoming a parent.
Now, there are many companies who will buy your insurance polices from you for much more than you would get by cashing them in. This is even true of term insurance policies, so long as they are still convertible. (Many term life insurance policies are convertible prior to the insured reaching age 65).
This report focuses upon legal issues arising in the context of Alzheimer’s disease, matters that affect the person with the disorder, his or her family, health care professionals, and society at large.
In 1754 the Massachusetts Legislature
passed a liquor excise tax bill requiring consumers to account to tax collectors on oath,
Suppose a particular criminal statute is more difficult to interpret than the statute in Ratzlaff and that this results in a 70% chance of error.
On October 7, 1996, four Supreme Court justices refused, without explanation, to participate in the case of Hatter v United States, 117 S Ct 39 (1996). In that case, some 80 federal judges had sought income tax refunds for as much as $75,000. Because of the abstentions, the Supreme Court lacked a quorum. The appeals court ruling allowing the refunds was automatically affirmed.
After filing for divorce, spouses often file separate tax returns. Spouses are jointly liable on joint returns, and one spouse might cause an unexpected income tax liability in an income tax audit (subject to the innocent spouse rules).
In 2011, Congress increased the penalty for each failure of a preparer to comply with due diligence requirements in preparing a tax return from $100 to $500. This was after the Internal Revenue Service (IRS) paid billions
The Internal Revenue Service estimates that between $11 billion and almost $14 billion in erroneous Earned Income Tax Credit (EITC – a refundable credit for low income taxpayers) clams are paid annually.