Mr. Gandolfini's will contained big mistakes that could easily have been avoided. His will is being called a "tax disaster," in that the first $30 million of his $70 million estate went to the IRS for taxes. Utilizing a pour over will and revocable trust to avoid probate and reduce taxes would have made a considerable difference to Mr. Gandolfini's family. Read more...
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For all those clamoring to get their hands on the latest incarnation of the iPhone, take comfort in knowing Apple will likely be making a major announcement on September 10th.
The United Food Bank in Mesa is in need of donations. They are asking for donations of high protein foods like peanut butter, canned chili, beans, and canned meats as well as other types of staples. The Mesa warehouse is located at 245 South Nina Drive, Mesa, AZ 85210. Their phone number is (480)926-4897.
By John Paul Starting a business is a dream of many. A lot of us simply become tired of the perceived limitations of punching a clock. After all, haven’t most of us been told from the time we’re in grade school that we can achieve whatever we want? As William Ernest Henley so poignantly said “I am the master of my fate, I am the captain of my soul.” Those words are the bedrock of the entrepreneurial spirit. They sum up with utter perfection the feelings of the average entrepreneur. There’s something so completely liberating about going out on one’s own. To be an entrepreneur is to tell the world who we are, what we do…it’s an expression of ourselves. Of course, the exhilaration that comes with taking the first steps toward such freedom is often accompanied by trepidation. And rightfully so. According to the U.S. Small Business Administration, more than half of all businesses fail within five years of start-up. The causes range from poor planning to insufficient resources to legal issues and a host of other pitfalls. In a way, the entrepreneur could be considered a hero of sorts, heading into battle with a one in two chance of survival. Those odds obviously aren’t for the faint of heart. But the spoils of success are many and so for some, this becomes the engine that drives the endeavor. Making the decision to start a business may seem like the most challenging hurdle, and it’s certainly a big one. However, from the outset you have to be prepared to work harder than you ever have before. This is why being passionate about what you’re doing goes a long way. Can you see yourself doing this five years from now? Ten years? What are your long term visions and does this business fit into them? My dad always said “Do something you love and you’ll never work a day in your life.” Cliché as it may sound, there’s a lot of truth there. Most of us never come close to that in working for someone else, but taking the reins of one’s life and guiding it to a more fulfilling end is a temptation that intrigues many of us. So you’ve established that you have the desire and you’ve made the decision. Now you must consider the steps involved to actually make it happen. The more thorough one’s approach, the less uncertainty on one’s path. Diving into a business venture without a plan is like trying to build a house without a blueprint. Something that, most would agree, will likely end in disaster. This SBA checklist can help you understand the steps to consider when starting a business. Of course it’s important to understand that some businesses will fail regardless of how much thought and planning goes into them beforehand. Sometimes economic forces are at play. Sometimes it’s a saturated industry. Sometimes it’s an idea that doesn’t fill a great enough need to be viable. Or it may be a matter of poor timing. This is where doing homework will be important. Get some insight into the industry you’re considering. If it’s a novel idea, how much marketing will be needed to make potential customers aware of its benefits? If it’s a brick and mortar business, it’s a good idea to obtain traffic studies and find out where the competition is located in relation to your prospective site. Gain access to economic data on the local, state and national levels. The more you educate yourself, the greater your chances of averting catastrophe. Two things to have in one’s pocket from the very beginning are a good accountant and a good attorney. It cannot be stressed enough how much grief and how many resources can be spared by obtaining the correct advice while navigating the start-up process. Even after start-up, the guidance and expertise of quality professionals will be paramount to the ultimate success of your business. Consider it a huge advantage as you set out to clear the numerous hurdles that arise in starting and growing a successful business. Here's a fascinating look at what an American electoral reform map might look like.
It seems that the young people of America are embracing one piece of the Affordable Care Act. As of March 2013, an estimated 15 million 19-25 year olds had signed up to remain on their parents' health insurance over the previous 12 months. Ironically Republicans have been outpacing Democrats in enrollment.
Engineering and computer science students at the University of Arizona are getting in the race toward a day when we may see fully autonomous vehicles dominate America's roadways. Many believe we may be twenty years or less from that reality.
Wells Fargo could be facing some legal issues as the result of a federal appeals court ruling which opens the door for distressed homeowners to bring a class-action lawsuit against the lender.
President Obama visits Phoenix today highlighting the robust housing recovery in the Phoenix area. See the AP article here...
By Jeana Morrissey You are finally about to land that much sought-after client, job, project, rental space or sales agreement, and you are ready to prepare or sign the business contract. It is vitally important that you not only put your agreement into a written contract, but that you review, negotiate and understand the terms and provisions to which you are agreeing in order to protect yourself and help prevent future problems. More than a binding legal agreement, a contract serves as an important point of reference for each of the parties, defines the relationship of the parties and irons out all your terms and conditions in advance. If a dispute arises, the parties will look to the contract to determine how to proceed. The dispute is much more likely to be resolved if the contract is clear as to how the parties are to deal with that particular issue. In addition, a well-drafted contract that protects your rights will benefit you if you must go to court. Say you’ve entered a contract to provide services to a customer. If the customer refuses to pay and you have to file a lawsuit in order to recover your money, the contract will be the primary key to your success or failure. The court will always look first and foremost to the written contract to determine the rights and obligations of the parties. For this reason, it is important that your contract clearly defines these terms. If the contract terms are vague or are missing key elements, it opens the door to arguments that the contract means something other than what you intended. Moreover, an attorney reviewing the adverse party's rights and defenses will be more likely to advise the other party to pay or settle with you where the contract is solid as to your rights, thereby greatly reducing your legal costs in the long run. On the other hand, a poorly drafted contract might make it more difficult to collect from a customer, and may even expose your business to unanticipated liability. The best way to effectively resolve disputes and avoid a potential adverse ruling in a lawsuit is to craft a solid contract in which you’re confident that you have negotiated the best terms for you or your business. We can prepare your business contracts or review contracts presented to you for the following situations: Hiring, or being employed as, an employee or independent contractor · Employment contracts · Confidentiality agreements · Non-compete agreements Buying or providing services or goods · Contract for services · Product sales contracts · Vendor contracts Entering into leases and other real estate agreements · Commercial leases · Residential leases · Purchase and sales contracts · Promissory notes · Deeds of trust · Security agreements Buying or selling a business · Asset purchase agreements · Stock purchase and sale agreements · Consulting agreements · Promissory notes · Security agreements · Non-compete agreements Entering into business affiliations and common ventures · Co-ownership agreements · Partnership agreements · Joint venture and other agreements between parties A well-drafted contract for goods and services is just one way to prevent needless costs before they arise. In other words, you may not want to spend money on an attorney before you enter into a contractual obligation or make a business decision, but it could end up cutting your costs significantly in the long run.
About the Author: Jeana R. Morrissey is a Business and Real Estate Attorney practicing in Gilbert, Arizona. It's easy for small business owners to make mistakes that can expose them to legal risks. Here's a short list of common mistakes and how you can avoid unintentionally assuming liability risk. 1. Not Starting a Business as a Limited Liability Entity If you start your business as a general partnership or sole proprietorship instead of a limited liability entity, not only are your investment in the business and the business assets at risk in the event of a lawsuit or other problem, but so are your personal assets. It is important to separate and protect your personal assets from your business by forming an LLC, corporation or even a limited liability partnership. Choosing the right entity type is also important. Incorrectly setting up a legal business entity can potentially cost your company thousands of dollars in revenue, affect potential funding and raise other issues. 2. Not Having Good Written Agreements You must put all your business agreements in writing and to be sure that those written agreements clearly define each of the roles/obligations/duties of each party as well as the remedies available if either party violates any of the terms of the agreement. This is essential not only for your contracts related to goods and services, but also for your contracts with your business partners. It is vital for business partners to discuss and clearly define in a written agreement issues such as:
If you are presented with a contract to sign by another party, you should have it reviewed by a business attorney before signing it to have the attorney explain all the key provisions in the document so you can ensure that you understand what it is that you are agreeing to and what the consequences are of failing to abide by its terms. 3. Not executing Contracts in the Name of your Entity Make sure that all of your written contracts with customers, business partners and affiliates, employees vendors, landlords or renters are executed in the name of your entity and never by you personally. When you sign a contract using only your name, you are obligating yourself personally to fulfill the terms of that contract. For example, if your company is entering into a contract with another party, the contract should be between your company and the other party - you should avoid being identified personally as a party to the contract. Moreover, you should sign the contract only in your capacity as the owner, president, or manager of your business. If you are named on the contract and due to unanticipated circumstances your business is unable to fulfill its obligations under the contract, the other party can sue you personally, which places your personal assets at risk. If, however, you ensure that you are not personally named in the contract other than as a signer on behalf of your company, the other party is limited to suing your company. Also, try to avoid signing personal guaranties whenever possible. If you fail to observe these rules, you lose the limited liability protection for which you formed your legal entity. 4. Setting Unclear Expectations and Rules for Employees If your employees are "at will" employees, which means they can quit or be terminated at any time without exposing your business to liability, be sure to have them sign something acknowledging their understanding of this employment status. Inform your employees that discrimination, sexual harassment, and other illegal acts won't be tolerated, but be careful when preparing employee handbooks because they are often treated as an enforceable contract by Arizona courts. An employee handbook is a great way to outline your expectations for your employees and keep the employer-employee relationship on a professional level. An employee handbook can also set forth the rules regarding the disciplining of the employee; however that is a double-edge sword in that the same document can be used against your business to protect the employee. Work with a human resource consultant and attorney to draft a handbook that fits your situation and make sure you clearly understand what is contained in the handbook. 5. Treating Independent Contractors Like Employees Use caution in how you deal with independent contractors. Many business owners think that by calling someone an independent contractor they can save thousands of dollars in payroll taxes. This can be true, but even if the business owner and the independent contractor agrees to this arrangement, the IRS can still step in and decide otherwise. The IRS provides detailed information and a multiple point test to determine whether the independent contractor you've hired is actually a W-2 employee in disguise (see, for example: http://www.irs.gov/pub/irs-pdf/p15a.pdf). It is imperative that you review that test and understand the legal risk and consequences of not complying with the rules related to independent contractors. If you have a legitimate independent contractor situation, it is extremely important: (1) to ensure the contract you have covers the entire agreement and protects you in the case of a breach, and (2) that you continue to observe the rules and limitations relative to your relationship with the independent contractor throughout the term of your working relationship. 6. Ignoring Intellectual Property, Disclosure and Solicitation Issues Whether you realize it or not, your company likely has intellectual property issues that may be important to the future success of the business and which should be protected. For example, do you require your employees and consultants to sign confidentiality and non-disclosure agreements? How about invention assignment agreements? Have you registered for a trademark for an important company logo or product? Are your trade secrets adequately protected? Do you have key employees sign non-compete/non-solicitation agreements so as to avoid a scenario in which an employee leaves your company, starts an identical business nearby, and takes your other key employees and customers with them? 7. Not Hiring a Good CPA Whether you realize it or not, your company likely has intellectual property issues that may be important to the future success of the business and which should be protected. For example, do you require your employees and consultants to sign confidentiality and non-disclosure agreements? How about invention assignment agreements? Have you registered for a trademark for an important company logo or product? Are your trade secrets adequately protected? Do you have key employees sign non-compete/non-solicitation agreements so as to avoid a scenario in which an employee leaves your company, starts an identical business nearby, and takes your other key employees and customers with them? 8. Not Hiring a Good Business Attorney By helping you manage legal risk, a business lawyer can be the ounce of prevention your small business needs to keep it healthy. You should always expect the best outcome for your business, but it's critical that you plan for the worst outcome. Utilizing well-drafted contracts from the beginning that protect your legal rights will reduce the risk of your having to file a lawsuit later over a business issue that was not contractually provided for. A well-drafted contract for goods and services is just one way to prevent needless costs before they arise. I have seen countless situations that could have been avoided or at least minimized had the client sought legal advice early on. It can cost ten times more to work though a legal problem than it would have to identify the potential legal issue early and handle it before it spirals of control. Isn’t it better to identify and avoid potential legal problems with the help of an attorney than it is to watch your hard earned revenue pass directly to the legal system and an opposing party? 9. Not Carrying Sufficient Insurance Coverage Whether you run a small or large company, having sufficient general business liability insurance is important. Depending on your type of business, you should also have other types of insurance coverage, such as product liability, professional liability, commercial property or home-based business insurance. Insurance protects small business owners from things that can happen during the course of business -- whether a customer gets hurt using a product, you make a professional mistake, you damage someone's property or there is some kind of disaster. It covers the business and the business owner from any claims by covering investigations to defend the business and either settling with the claimant or by representing you in a lawsuit. 10. Not Planning Your Transition Out of Your Business You will transition out of your business. Whether you work until you drop, or decide to sell or shut down your business at some point, it will happen. It's never too early to begin making plans for the future of your business. By starting early, you can be sure you're the one at the wheel, building and managing your transition plan with your own team of advisers. This becomes even more critical if you co-own your business with partners, as was discussed earlier. Successfully transitioning out of your business is all about setting and reaching goals. Most of the time the legal mistakes made by new business owners are not intentional, but are simply due to lack of knowledge. You can prevent future costs by making sure that your company is organized properly and then educating yourself on the things you need to do and observe to protect not only your small business, but your personal assets as well. Having a good relationship with your business attorney is an effective way to manage your small business’ risk and to prevent unnecessary future legal expenses. If you have questions about your small business, contact us today. We'll help you reduce the risks faced by your business.
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