Business/Corporate

Virtual Notarization

May 15, 2019

Virtual Notarization, or Remote Notarization, is the process by which a commissioned notary public provides remote Electronic Notarization, or e-Notarization, services through the use of a webcam based software similar to Skype or Facetime. In order to fully understand Virtual Notarization, it is necessary to understand the development of e-Notarization and the proposed changes to […]

In A Limited Liability Company, Majority Rule Doesn’t Necessarily Rule

January 15, 2019

Recently, in Saltzer v. Rolka and Loube, the Superior Court of Pennsylvania considered the not so uncommon scenario – the buyout of a terminated member of a limited liability company where the operating agreement provided no formula for the buyout upon termination. In 2007, David Rolka, Robert Loube and Matthew Saltzer formed a limited liability […]

Investments In Qualified Opportunity Zones Can Provide Significant Tax Benefits

November 29, 2018

The Federal Tax Cuts and Jobs Act (the “Act”), which became effective on January 1, 2018, created Qualified Opportunity Zones (QOZs) as a tool for promoting long-term investments in low-income communities. Through this program, investors are provided significant tax benefits for investing in businesses and in real estate located in QOZs.  These tax benefits can […]

AFTER “REELIN’ IN THE YEARS AND STOWIN’ AWAY THE TIME” REVISIT YOUR BUY-SELL AGREEMENT

June 26, 2018

When two or more individuals own a business, whether through a corporation, partnership or limited liability company, it is advisable that they enter into a buy-sell agreement.  Such an agreement provides for the purchase and sale of an owner’s interest in the business upon the occurrence of certain future events, such as death, disability, termination […]

Binding Terms in Letters of Intent for Business Sales

May 14, 2018

When selling a business, a Letter of Intent (“LOI”) is often regarded as non-binding.  One may be inclined to sign the LOI without first obtaining a legal review, thinking that the document can always be broken later without consequence. However, the LOI may contain certain important terms that are binding, and that survive the LOI’s […]

Non-Compete Covenants In Pennsylvania

April 18, 2018

Pursuant to Pennsylvania law, restrictive non-compete covenants are enforceable only if they are: (1) ancillary to an employment relationship between an employee and an employer; (2) supported by adequate consideration; (3) the restrictions are reasonably limited in duration and geographic extent; and (4) the restrictions are designed to protect the legitimate interests of the employer. […]

Recent Tax Law Changes Make Income Tax Planning More Important Than Ever

January 23, 2018

One universal and challenging objective in wealth preservation planning is reducing taxes.  Recent tax law changes have in many cases shifted the focus of such planning from estate and gift tax reduction to income tax reduction. As part of the American Taxpayer Relief Act of 2012, Congress amended the Federal tax law, effective January 1, […]

“Framework” For Proposed Federal Tax Law Changes Is Released

October 11, 2017

On September 27th, the Trump Administration and select members of Congress have released a “unified framework” for tax reform. This document provides more detail than a number of other tax reform documents that have come from the Administration over the past few months, but it still leaves many specifics to be worked out by the […]

Tax Implications in Settling a Construction Defect Claim

August 1, 2017

Have you thought about the tax implications in settling your construction defect claims? My clients often ask me whether the settlement or judgment money from their construction defect claim is taxable as income. The U.S. Tax Code defines income very broadly under 26 U.S. Sec. 61 and provides that “gross income means all income from […]

Payment Clauses in Subcontracts

June 30, 2017

If you are in the business of hiring subcontractors—or if you are a subcontractor yourself—you know how messy things can get when a project owner fails to pay a bill. Revenues drop, tensions flare, and each party is left wondering if and when they will ever be compensated for their work.  This sort of situation […]

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