Selection of Business Entity
Brownstein Nguyen & Little LLP, Attorneys At Law
There is much more to starting a new business than picking a location, buying equipment and hiring employees.
Practice What You Preach for Profit
Richard B. Potter of Lexpert
A leading authority on the management of professional services firms has published a new book, Practice What You Preach (The Free Press, 2001). Unlike many of David Maister's earlier publications, this one is not explicitly directed to lawyers. Despite that, however, an interview with David reveals that the central message of Practice What You Preach should have more resonance for lawyers than that of any of his previous books.
Limited Liability Partnerships: Should There Be One in Your Future?
Richard G. Thomas of Perez & Miller
California adopted SB 513 on October 8, 1995 establishing Limited Liability Partnerships (LLPs) as an alternative .
UPREIT Shares and Tacking under Rule 144
Joseph Hoefferle of Moses & Singer LLP
Along with the explosive growth of Real Estate Investment Trusts (REITs) has been a corresponding dramatic increase.
Corporate Governance: Unbridled Ambition, Shameless Greed
Marzena Czarnecka of Lexpert
Enron Corp. was going to be the biggest company in the world. Through its aggressive transactions, it almost did it. Almost. It was the seventh-largest company in the United States when, in December 2000, it claimed it was going to triple its already obscene profits over the next two years. A year later, Enron 'imploded in a wave of accounting scandals'-as whistleblower Sherron Watkins had prophesied-and filed for bankruptcy.
San Francisco's New Domestic Partners Benefits Rule: Some Frequently Asked Questions
This report contains FAQ's concerning the rules of San Francisco's domestic partners benefits regulation.
Follow Prescription for Successful Merger
Lexpert
Overheard at a partners' meeting: "Our profits are flat. Everybody knows that larger firms are more profitable, so let's get bigger fast. I'm good friends with the managing partner of Jones & Jones. Let's merge with them."
So You Want to Compete: Lessons From the Leading Accounting Firms
Patrick J. McKenna
This article provides a discussion on how firms are organizing themselves to compete and cooperate with the formation of MDP's.
An Overview of the Small Business Investment Company Program
Michael B. Staebler of Pepper Hamilton LLP
This article details the Small Business Investment Company Program, describes the two kinds of SBA leverage and reviews the Small Business Administration's regulations.
State Of Hawaii Immigrant Investor Program
Stubenberg & Durrett LLP
The Immigration Act of 1990 created the Investor Visa Category allowing qualified applicants to obtain Green Cards.
Hearts, Flowers, and Fine Print
Carlson, Meissner, Hart & Hayslett, P.A.
For most of us, the prospect of tying the knot has traditionally had association of domesticity rather that legalis.
Buying A Business--Beware Of These Common Mistakes
Law Offices of Sonjui L. Kumar
Reprinted with permission of Khabar Magazine Buying a business. It's every family's dream. Whether it's your.
Distributions and Other Transfers by Investment Funds to Foreign Entities: IRS Notice 97-18 Clarifies Excise Tax Liability and Reporting Obligations
Wilson Sonsini Goodrich & Rosati
This memorandum briefly describes the background to Notice 97-18, its impact on domestic and offshore venture capital funds, and the steps that such funds should take to deal with remaining uncertainties.
The Taxpayer Relief Act of 1997
Wilson Sonsini Goodrich & Rosati
This alert discusses the provisions of the Taxpayer Relief Act of 1997.
Family Limited Partnerships: Having Your Cake and Eating It Too
Gideon Rothschild of Moses & Singer LLP
THE PRACTICAL ACCOUNTANT OCTOBER 1994 ESTATE PLANNING STRATEGIES It is the client's desire to keep control, .
First We Take Manhattan
Timothy G. Leishman of Lexpert
Last October, Tory Tory DesLauriers & Binnington broke new ground with the announcement of its cross-border merger with 75-lawyer Manhattan firm Haythe & Curley. Moments later lawyers in major firms across Canada were logging on to the Internet to find out who Haythe & Curley was-all the while asking 'Why not Cravath or Sullivan & Cromwell?' By the end of November, "Haythe" had become a household name thanks to the Thomas Haythe affair.
UPREITs, Down-REITs And Other REIT Vehicles: Should You Go Along For The Ride?
Lee A. Chilcote of Arter & Hadden LLP
This article explains the strengths and weaknesses of real estate investment trusts ("REITs").
Single Profit Pools: Money and Power
Ann Macaulay of Lexpert
Speak to lawyers about their earnings and you strike a nerve.
Business Organizations
Missouri Bar Center
This article details the different forms of business organizations in Missouri.
Why Do I Need a Lawyer to Start My Business?
Law Offices of Ilene H. Goldman
Starting a business can be overwhelming. Staying in business can be difficult. However, smart planning can make .
Think Before You "Inc"
Lentz, Cantor & Massey, Ltd.
Whether you are just starting out on your own, purchasing a new property for development or an existing business.
New Domestic Partnership Act Affects New Jersey Employers
Tara S. Smith of Littler Mendelson, P.C.
The New Jersey Domestic Partnership Act ("the DPA"), which takes effect on July 11, 2004, was enacted to grant same-sex couples and unmarried opposite-sex couples legal status and many, but not all, of the same rights as legally married couples. The DPA accomplishes this by expressly amending several state statutes to include domestic partners within their coverage.
Law Firm Restructuring: To Rule is Easy...
Kevin I. Munro of Lexpert
When a corporation restructures, the CEO works quickly and decisively, with the tactical precision of a battlefield general. Locations are closed. Pink slips are issued. Management is shuffled. Financing is secured. Business lines are rationalized and new markets are pursued. All of this is done in as little time as possible, to ensure the survival of the business.
Understanding Calgary Understanding Risk
Marzena Czarnecka of Lexpert
There is a story that Calgary folk like to tell about a local corporate lawyer acting for an oil and gas client on a financing out of Toronto.
Crossing Over: Lawyers as Corporate Executives
Irene Taylor of Lexpert
"In the twenty-first century, change is discontinuous, abrupt, seditious.
Hotel REITs Require Special Consideration and Structuring
M. Guy Maisnik of Paul, Hastings, Janofsky & Walker LLP
Since the first hotel REIT was offered to the public in 1993, a significant number of hotel owners have formed public hotel REITs. Given the currently attractive hotel market, and general success of hotel REITs with investors, hotel companies are looking to Wall Street for additional capital with greater frequency and it is very likely that significant numbers of new hotel REITs will be formed in the near future.
Good Management is Hard to Get-and Keep
Richard G. Stock of Lexpert
Law firm management comes in all shapes and sizes. Its configuration and effectiveness depend on the scale, the culture and the evolution of the firm. For many partners, management is easily confounded with leadership and administration. Law firms need all three and require it in many different ways.
Massachusetts Business Organizations: Choosing Your Business Structure
Mark A. Goldstein of Law Office of Mark A. Goldstein
From a single musician with his own record label to a multinational conglomerate with thousands of employees, all businesses must choose an organizational structure whose complexity and form meet the company's needs. Choosing the appropriate structure for you requires a thorough analysis of your business.
Vanishing Holding Requirements: Like-Kind Exchanges After Magneson, Bolker and The Tax Reform Act of 1984
Mark J. Phillips of Goldfarb, Sturman & Averbach
A random glance at the real estate advertisements in any major newspaper indicates the extent to which exchanges of.
Compensating Partners?Will We Ever Get it Right?
John D. Cotterman of Lexpert
If by "right" we mean that there is a correct compensation level for each individual; we can determine what that amount is; and we can convince each person of the wisdom and fairness of that amount, then the answer is no. But, if we mean that we can construct a compensation philosophy in which individuals strongly agree that those who are contributing the most long-term value to the organization are paid the most, then the answer is yes.
Claim for Aiding and Abetting Breach of Fiduciary Duty Does Not Depend on Origin of Duty
Cadwalader, Wickersham & Taft LLP
The Delaware Chancery Court recently held that a legal claim exists for aiding and abetting a breach of a contractu.
Same-Sex Marriage Adds to Employers' Challenges under New California Domestic Partner Laws
Nancy L. Ober and Paul R. Lynd of Littler Mendelson, P.C.
Recent moves toward legal recognition of same-sex marriage in two Canadian provinces and Massachusetts, as well as the issuance of same-sex marriage licenses by the City and County of San Francisco, have confused the picture for employers trying to understand their legal obligations under California's broad new domestic partnership law. Given looming changes, this is an opportune time for employers to review their benefit plans and consider whether the definition of "spouse" needs to be clarified to reduce the potential for later disputes over its meaning.
Interpretation of Limited Partnership and Limited Liability Company Agreements Under Delaware Law
Martin I Lubaroff of Richards, Layton & Finger, P.A.
Delaware courts will apply general rules of contract interpretation when interpreting a limited partnership agreement.
Expectation And Responsibility
Richard G. Stock of Lexpert
There are two features that distinguish one law firm from another-the firm's clients, and the lawyers in the firm.
Delaware Amends Renowned Business Statutes
Scott E. Waxman,Nicholas I. Froio,Eric N. Feldman,Ross Antonacci and John D. Wallen of Potter Anderson & Corroon LLP
In the Summer of 2004, Delaware's Governor Minner signed into law bills amending the renowned Delaware Revised Uniform Partnership Act, Delaware Revised Uniform Limited Partnership Act, Delaware Limited Liability Company Act, and Delaware Statutory Trust Act. A number of these amendments are technical in nature, while others represent a continuing effort by the State of Delaware to create a progressive environment for business organizations. This article will touch upon some of the more significant amendments to DRUPA, DRULPA, DLLCA and DSTA.
FLP Planners Find a Present Under their Tree
Levun, Goodman & Cohen, LLP
Apparently the IRS did not vacation this year-end, judging by the volume of pronouncements it has issued during and.
UPREIT Transactions: Understanding the Benefits and Features
Lee A. Chilcote and Glenn Morrical of Arter & Hadden LLP
This article summarizes the benefits and features of an umbrella partnership real estate investment trusts ("UPREITs").
The Mid-Market
Ann Macaulay and Marzena Czarnecka of Lexpert
In a profession increasingly obsessed with size, they're the contrarians.
Underperforming Partners: The Big Pink Elephant in the Boardroom
Irene Taylor of Lexpert
There is a big pink elephant sitting in the corner of many law firm boardrooms. He has been there for so long that he is practically taken for granted. He has, however, become much harder to ignore. Clients and young lawyers are starting to ask awkward questions about his purpose and contribution.
HUD 2530 Committee Developments
Nixon Peabody LLP
In light of the interest in an earlier 2530 working group meeting, we are reprinting here our written comments. Discussions will likely yield operational changes sometime after the proposed rules go into effect.
The Family Limited Partnership
Peter J. Parhiala Law Firm
Many legal experts call the family limited partnership the most effective took for lawsuit and asset protection.
The Split: Law Firm Compensation Structures
Marzena Czarnecka of Lexpert
It should be the first piece of advice every articling student gets, printed in huge capital letters on the first page of the recruitment or orientation brochure: AT ALL COST AVOID CONTACT WITH PARTNERS DURING "THE SPLIT.
Priorities and Pay for the Managing Partner
Richard G. Stock of Lexpert
The position of managing partner in a Canadian law firm is a tough balancing act that is usually under-appreciated and under-compensated.
Develop a "First Mover" Advantage
Patrick J. McKenna
This article discusses how a competitive advantage may be obtained by moving aggressively into new practice areas ahead of other firms.
Use Of Delaware Corporate Law Authorities In Connection With The Resolution Of Issues Relating To Delaware Alternative Entities, Including Limited Partnerships, Limited Liability Companies and Busines
Martin I Lubaroff of Richards, Layton & Finger, P.A.
An "alternative entity," be it a general partnership, limited partnership, limited liability partnership, limited liability limited partnership, limited liability company or statutory business trust, is a form of business entity distinctly different from a corporation, which frequently has very different purposes.
Sarbanes-Oxley Update: SEC Adopts Final Rules Regarding Auditor Independence
Dorsey & Whitney LLP
On January 22, 2003, as required by the Sarbanes-Oxley Act of 2002, the Securities and Exchange Commission adopted final rules regarding auditor independence. The new rules impose more rigorous standards of independence for the external auditors of SEC reporting companies (including foreign private issuers) than under existing SEC rules.
Estate Planning for Same-Sex Partners in Illinois
Ciesla & Ciesla, P.C.
For gay and lesbian couples, there are a number of variables that must be taken into account in the estate planning process. Illinois law does not allow for same-sex unions, nor are civil unions formally recognized.
The Rights of Limited Partners and Members to Obtain Information Concerning Delaware Limited Partnerships and Delaware Limited Liability Companies
Martin I Lubaroff of Richards, Layton & Finger, P.A.
Under ç17-305 of the Delaware Revised Uniform Limited Partnership Act, 6 Del. C.ç17-101, et seq. (the "Act"), a limited partner of a Delaware limited partnership has a statutory right to obtain information concerning the limited partnership.
Estates & Trusts Are You Really Protected?
Gideon Rothschild of Moses & Singer LLP
John D. Pocket was a successful real estate developer in New Jersey. He had accumulated a sizable portfolio of real.
The Power of Family Limited Partnerships
Law Offices of Richard A. Kroll
Wealth PreservationÃÂThe Internal Revenue Service now allows assets to be evaluated at a discount when owned by a .
Comparison of Various forms of doing business
Oren D. Saltzman of Saltzman & Jablon, LLC
FORM OF CREATION Sole Proprietorship: No written Agreement needed owner ind.
New Philadelphia Realty Transfer Tax Ordinance Closes Perceived Loopholes
Saul Ewing LLP
On December 9, 1999, Mayor Rendell signed an ordinance amending Philadelphia's realty transfer tax. The most impor.
IRS Issues Proposed "Look-Through" and Partnership Interest Holding Period Regulations
Levun, Goodman & Cohen, LLP
Earlier this month the IRS issued, in tandem, two sets of new proposed regulations addressing certain issues involving the sales or exchanges of interests in partnerships, S corporations and trusts.
Equity Investment During Construction of Affordable Housing Projects
Dana Proud Newman of Pillsbury Winthrop Shaw Pittman LLP
Introduction. Until a few years ago, it was common for the investor in an affordable housing project, i.e. the.
Selected Affordable Housing Lending Issues
Carolyn M. Huestis of Pillsbury Winthrop Shaw Pittman LLP
General Overview Financing Sources Soft Loans. There are a number of federal, state and local government p.
The Small Business Investment Company Program
Paul, Hastings, Janofsky & Walker LLP
The Questions Why, since 1994, have more than 150 investment firms (venture capitalists, merchant banks, inves.
Anatomy of Mediating a Business Reconciliation
D. Michael Kratchman
BackgroundÃÂA Hypothetical Case Bill and Alan have been equal business partners since they started their .
Breaking Up is Hard to Do: Why You Need a Shareholders Agreement
Kevin M. Hart of Stark & Stark
It is hard not to pick up a newspaper or a magazine without reading all about all the gory details of the latest divorce involving the rich or famous, and the contents of a prenuptial agreement. While it would seem that the only connection between these celebrity divorces and small business partners, is the latest edition of People Magazine sitting in their waiting room. Most small business partners owners would be wise to learn a lesson from their more rich and famous celebrity counterparts, and prepare the corporate equivalent of a prenuptial agreement - a Shareholders Agreement.