By Andrew J. Goldberg [Fall 2007]
For most small businesses, banks remain the primary source of capital. Because banks have something businesses want, namely money, businesses believe they have no leverage when negotiating loan agreements. However, this it not necessarily the case.
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By Cynthia E. Brazzil [Summer 2007]
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.
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By Cynthia E. Brazzil [Winter 2006]
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.
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By Ralph A. Castelli, Jr. and Cynthia E. Brazzil [Summer 2006]
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.
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By Cynthia L. Umphrey [Spring 2006]
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.
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By Cynthia L. Umphrey [Summer 2005]
An important part of many business owners’ exit strategy is to accumulate investments outside of their companies on a tax deferred basis. The Roth 401(k) may be a very valuable tool to assist owners in achieving this goal.
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By Cynthia L. Umphrey [Spring 2004]
This case study describes a family man and business owner who took the time to develop an effective Exit Plan. If you own a business and would like to secure a solid future for your family and business, an Exit Plan developed by your Kemp Klein exit strategist is critical.
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By Cynthia L. Umphrey [Fall 2003]
Exit Planning is the process that brings all of the elements of a successful planned business transition together with other personal planning matters. The purpose is to assist you in achieving your goals so you can exit your business in a timely, tax-effective, organized and successful manner without leaving a wake of family and/or business problems behind.
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By Cynthia L. Umphrey [Summer 2003]
An introduction to a series of articles on the exit planning process.
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By Cynthia L. Umphrey [Spring 2003]
Statistics say that approximately 60% of business owners in the United States intend to leave their business within the next 5-10 years. Do you have a plan detailing how this will be accomplished?
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By Thomas L. Boyer [Fall 2007]
For 10 years, the minimum hourly wage in the United States under the Federal Fair Labor Standards Act was the same as under the Michigan Minimum Wage Law: $5.15. During this period, and for decades previously, the Michigan minimum wage was largely ignored because employers are subject to the federal minimum wage law unless the federal minimum wage is lower than the state minimum wage.
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By Ralph A. Castelli, Jr. [Summer 2003]
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.
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Contains excerpts from the Employment Law Answer Book, 2003 and 2005 Cumulative Supplements, Panel Publishers, NY, NY, co-authored by Mark R. Filipp and Thomas L. Boyer as well as another attorney.
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By Shannon N. Scheloske and Thomas L. Boyer [Summer 2005]
Should you give your social security number when opening an account or making a purchase online? If you operate a business, is it lawful to ask for your customer’s social security number? Before you answer these questions, take a look at the State of Michigan’s new law.
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By Shannon N. Scheloske [Spring 2004]
As of April 1, 2004, there are some new rules governing Michigan notaries. This article summarizes some of the more significant changes.
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By Barbara P. Andruccioli [Spring 2003]
An estimated 54 million Americans suffer from some form of mental disorder in a given year (1 in 4 families). In the U.S., mental illness is the second leading cause of disability and premature mortality. The cost is estimated to be a staggering $20 billion per year.
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By Stuart Sinai [Summer 2004]
Even if you haven’t been sworn in and even if you haven’t been read Miranda warnings, a false statement can land you in court. If found guilty, it can also put you behind bars for a maximum of five years.
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By Stuart Sinai [Spring 2003]
As a result of the Sarbanes-Oxley Act, signed by the President this year, if a corporation does not already have one in place, it should now certainly have an independent committee of the Board of Directors which is to oversee every senior executive’s and every board member’s prospective trades to prevent trades prior to the public release of any material news.
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By Andrew J. Goldberg [Winter 2007]
After much clamoring, the Michigan legislature replaced the dreaded Michigan Single Business Tax (SBT) with the new Michigan Business Tax (MBT). The following is a brief summary of the new law as well as planning issues to be addressed.
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 Article Update
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By Cynthia L. Umphrey [Summer 2007]
A 401(k) or an IRA can help you leverage your savings and defer a lot of income tax in your lifetime. But what happens to 401(k) or IRA money when someone dies? Why does it matter if you inherit a 401(k) instead of an IRA?
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By William B. Acker [Summer 2007]
Any taxpayer who prepares and files a tax return that is past due or which corrects an omission of income may be exposed to additional tax liability and should seek legal counsel.
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By Cynthia L. Umphrey [Spring 2007]
If you export U.S. made products to any foreign countries (including Canada and Mexico), you may be able to save as much as 20% on your federal income taxes by forming an “IC-DISC.”
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By Jay H. Brody [Winter 2006]
A Health Savings Account (“HSA”) is an account that you can put money into to save for future medical expenses. There are certain advantages to putting money into these accounts, including favorable tax treatment. HSAs were signed into law by President Bush on December 8, 2003.
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By Jay H. Brody [Fall 2006]
Usually, your accountant is your first phone call when the subject of taxes comes up. However, many people don’t realize that your attorney and your accountant should work together. Both professionals can strategically adjust your financial plan to implement the changes that decrease your income tax liability resulting in more money for you and/or your business.
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By William B. Acker [Summer 2004]
True to its word, the Internal Revenue Service (IRS) has switched its enforcement emphasis from criminals trying to launder their ill-gotten money to general taxpayers. Prosecutions of tax fraud involving “legal” income were up 20 percent in 2003 and the IRS reports substantial increases in the number of indictments and rate of acceptance of criminal case referrals to the U.S. Justice Department.
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By Debra Nance [Spring 2004]
The adoption of a child is a wonderful experience but, as you may expect, there are many expenses and costs involved in the process. The Small Business Job Protection Act was developed to promote adoptions in the United States by offering a federal tax credit (a dollar-for-dollar reduction to your tax bill) to defray the cost of customary adoption expenses. On June 7, 2001, the President signed a tax bill that modified and increased the tax credit for all qualified adoptions.
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By Ralph A. Castelli, Jr. [Fall 2003]
The Jobs and Growth Tax Relief Reconciliation Act of 2003 (the “2003 Tax Act”) provides for the third largest tax cut in U.S. history. Significant tax relief is provided for individuals, substantial tax benefits have been enacted for investors and deductions for businesses that buy new machinery and equipment have been enhanced.
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By Cynthia L. Umphrey [Fall 2007]
People usually purchase life insurance (and especially term life insurance) only to provide a benefit to the family at death. In the past, if you had insurance and no longer needed the death benefit, you would cash in the policy for its surrender value or in the case of term insurance, just stop paying premiums and let the policy lapse.
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By Lawrence G. Snyder [Winter 2006]
We often hear the word “estate” and imagine large homes, jewels and other valuables. However, in many cases, the estate of a deceased person can be small. When this happens, family members wonder if they can transfer the estate without costly court proceedings.
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By Michael D. Umphrey [Spring 2006]
As it stands today, any assets you want to leave at death will be taxed by the government. Although it’s likely the estate tax will be changed or eliminated in the near future, your “people planning” issues remain very important.
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By Michael D. Umphrey [Summer 2004]
Naming a beneficiary can have important ramifications for your overall estate plan. In this article we discuss naming the beneficiary for your tax-qualified retirement plans including IRAs, 401(k)s and pensions.
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By Cynthia L. Umphrey [Summer 2004]
For years, Family Limited Partnerships (FLPs) have been one of the key tools lawyers, accountants and other financial advisers recommend to wealthy clients for transferring large amounts of money and other property in a gift and estate tax advantaged manner to their heirs. Limited Liability Companies are also often used.
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By Michael D. Umphrey [Spring 2004]
Regulations recently issued under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) impose substantial restrictions on the use and disclosure of our health-related information. In addition, Michigan recently enacted the Michigan Medical Records Access Act (“MRAA”), which also poses much the same restrictions and resulting problems as HIPAA. The goal was to protect individuals from people who might use their medical history against them in the case of employment or insurance. But the changes do not take into consideration the times when persons are so ill they cannot make their own medical decisions or handle their own financial affairs.
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By Bonnie L. Beutler [Winter 2007]
Friends often ask me whether a purchaser should hire an attorney for a real estate transaction, even where they may be represented by a real estate broker. The response is usually yes: an attorney’s input can be vital, especially when purchasing commercial real estate.
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By Bonnie L. Beutler [Fall 2007]
Detroit’s theatre and waterfront districts are being transformed into productive and profitable properties. Nevertheless, many properties remain undiscovered and abandoned. Many parcels were removed from the tax rolls years ago and simply need rehabilitation.
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By William B. Acker [Spring 2007]
Conservation easements offer powerful tools for conserving remarkable attributes of real property and, if correctly planned and implemented, may offer significant tax benefits.
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By Patricia Paruch [Spring 2004]
The receding water in Lake St. Clair and the Great Lakes is leaving property owners high and dry. Emerging, unsightly wetlands now stand in the way of easy access to their boats and the postcard pleasures of lakefront property.
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By James P. Davey [Winter 2003]
If you or your business generates hazardous materials and either directly transports these materials or arranges for their transportation through a third party, by federal law you must develop and adhere to a “security plan.”
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By Ronald S. Nixon Spring 2007]
As business professionals, we’re inundated each day with e-mails, voice mails, text messages, faxes and more. The federal courts recently amended their rules to clarify that all this “electronically stored information” or “ESI” can be used in litigation.
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By Thomas J. O’Connor [Spring 2007]
When a business grows or makes a significant change, it often faces new and unexpected legal issues. An established business may emerge from the shadows and not only generate attention from customers, it may also be noticed by competitors who want to “steal” their ideas.
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By Thomas J. O’Connor [Fall 2006]
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.
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By Ronald S. Nixon [Spring 2005]
Michigan’s Uniform Trade Secret Act (MUTSA) was adopted in 1998 with the goal of encouraging innovation. It was intended to give Michigan businesses a greater ability to protect their confidential information. But it is still not clear whether MUTSA offers any greater protection than was previously offered by the state. It looks like a contract is still the safest means to protect confidential information, including trade secrets.
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By Thomas J. O’Connor [Summer 2004]
If your company has trade secrets, we suggest you develop policies to guard these valuable assets. If you are thinking about hiring employees away from your competitor, we suggest you take steps to protect your company against charges of trade secret infringement.
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By Ralph A. Castelli, Jr. [Winter 2003]
The Sixth Circuit Court of Appeals recently affirmed a decision by the United States District Court, Eastern District of Michigan, upholding an award of damages in favor of Ford Motor Company against an employee who registered the internet domain name “fordworld.com” and then subsequently tried to sell it to Ford.
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By Barbara P. Andruccioli [Fall 2006]
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.
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By Thomas V. Trainer [Summer 2006]
The new Medicare Prescription Drug program started on January 1st, 2006. Like most things in life, it has been a bit of good news/bad news. Hopefully, it has made prescription medications more affordable for people with Medicare coverage. However, there remains considerable confusion about the program, and finding out whether it is of benefit or not requires a fair amount of effort. For this article, we’re just going to cover some program basics. So, those of you who are still deciding what to do will have a starting place for informed decisions.
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By Lawrence G. Snyder [Summer 2006]
For those who have taken on guardianship responsibilities for a mentally or physically incapacitated individual, it’s difficult to decide how far to go to protect them. 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.
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By Joseph P. Buttiglieri [Spring 2006]
A growing legal problem is financial abuse of the elderly. 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.
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By Thomas V. Trainer [Summer 2005]
Whether you are planning for your own “golden years” or caring for an aging relative, it might be difficult to find the right resources. A rapidly growing area in the legal field is “elder law,” which addresses the needs of older and/or disabled clients and their families. Essentially, elder law attorneys help these clients sort through Medicaid, Medicare, retirement income planning, long-term and nursing home care, revocable living trusts, probate and estates.
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By Shannon N. Scheloske and Barbara P. Andruccioli [Summer 2005]
Grandparents’ visitation rights have been unclear for years. However, on January 3, 2005, Governor Granholm signed a new law into effect which defines how much access grandparents may have to their grandchildren.
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By Joseph P. Buttiglieri [Summer 2004]
When the court is seeking information about a parent’s ability to pay child support, there seems to be no such thing as “confidential” information. According to recent Court of Appeals rulings, an ex-husband can have access to the prenuptial agreement between his ex-wife and her new husband, and an ex-wife can have access to the income tax returns of her ex-husband and his new wife.
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By Debra Nance [Winter 2003]
In recent years the “adoption option” has become an increasingly popular and more acceptable way to start a family or to expand one’s family. Where some couples have turned to adoption due to infertility issues, others have used adoption as an opportunity to extend their love and resources to those other than their own biological children. Fortunately, there are now more adoption options available to Michigan couples and singles.
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