Court Sets Limits on "Innocent Owner" Claims by Individual Members of a Partnership who Buy Real Property from the Partnership
Riker Danzig Scherer Hyland & Perretti LLP
This article discusses the U.S. District Court of New Jersey's holding in Grand Street Artists v. General Electric Co., that general partners with knowledge of property contamination who still move forward to acquire title to that property from the partnership, cannot later avail themselves of the "innocent owner" defense to avoid CERCLA liability.
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.
Synthesis of Lipid A Derivatives and Their Interactions with Polymyxin B and Polymyxin B Nonapeptide
Ryan L. Marshall of Parsons Behle & Latimer
Sepsis is a life-threatening condition resulting from bacterial infection and release of an endotoxin or poison called lipid A. Lipid A is the primary constituent of the outer membrane of gram-negative bacteria. As the poison is released, patients suffer from low blood pressure induced shock. Patients who enter suffer septic shock reportedly experience a 50-60% mortality rate.
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.
Making Use of Nova Scotia Unlimited Companies
Charles S Reagh and Paul W Festeryga of Stewart McKelvey Stirling Scales
The Nova Scotia unlimited company is the only Canadian entity treated as a corporation for Canadian tax purposes but also eligible to be ?disregarded? for tax purposes in the United States. Accordingly, any adviser to US companies with interests in Canada, or to Canadian companies with interests in the U.S., will want to consider whether (or, more often, how) his or her client can make use of a Nova Scotia unlimited company.
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.
Single Profit Pools: Money and Power
Ann Macaulay of Lexpert
Speak to lawyers about their earnings and you strike a nerve.
Impact of the Taxpayer Relief Act of 1997 on Qualified Small Business Stock
Cooley Godward Kronish LLP
This alert details some important relief for U.S. and foreign investors under the Taxpayer Relief Act of 1997, such as significantly reduced - and more complex - capital gains rates, and the new provisions affecting investments in qualified small business stock.
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.
Nova Scotia Unlimited Companies
Charles S. Reagh and Paul W. Festeryga of Stewart McKelvey Stirling Scales
The Nova Scotia unlimited company is the only Canadian entity treated as a corporation for Canadian tax purposes but also eligible to be ?disregarded? for tax purposes in the United States .
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.
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.
Firm Ownership and Succession for Design Professionals
Malcolm B. Jacobson of Powell, Trachtman, Logan, Carrle & Lombardo P.C.
Proper structuring of the Design Professional's operating business entity can streamline management, provide fo.
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.
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.
Venture Finance in the (New) New Economy
Andrew G. Humphrey and Edward Green of Faegre & Benson LLP
This article reviews how companies should have a solid business plan when seeking venture capital in the new economy.
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.
Top Ten Tips for Successfully starting and operating Your Own Business
Earl H. Cohen of Mansfield, Tanick and Cohen, P.A.
You have always dreamed of owning and operating your own business and now the right business opport.
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 .
FAQ: Incoming Investment
Gatti & Associates
Are there any prohibitions or restrictions on foreign investment in the U.S.? Can foreign investors establish who.
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.
U.S. Supreme Court Update
John S. Delikanakis of Bullivant Houser Bailey PC
Among the cases to be decided by the U.S. Supreme Court during 2003-2004 are three that should be of interest to commercial clients: how a corporate owner's payments into a profit sharing plan under ERISA should be treated in a bankruptcy case (Yates v. Henton), how credit card limit fees are characterized in the Truth in Lending Act (Household Credit Services, Inc. v. Pfennig), and whether the IRS may collect the tax debts of a partnership from individual partners absent a separate assessment against those partners (United States v. Galletti).
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.
Tailoring A Firm For Value-Added Marketing
Joel A. Rose of Joel A. Rose & Associates, Inc.
This article describes several practical approaches that have been employed by financially successful, marketing oriented law firms to law firms that have added value to their clients, hence, making these firms to be valued and continuing resources of their client.
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.
Basics of Unrelated Business Income Tax: Use of Pass-through and Other Entities by Pension Funds
Howard B. Jacobson of Akin Gump Strauss Hauer & Feld LLP
This article discusses the various tax ramifications that occur when pension funds invests in multiple and varying business organizations.