Tax Assessments

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Sumo Property Management, L.L.C. v. City of Newark

In this matter, the taxpayer alleged assessment discrimination for the years 1997-2002 and claimed that the City of Newark's tax assessor and corporate counsel wrongfully denied it the right to enter into a tax abatement/exemption agreement since the city determined the property was neither a commercial nor industrial property located within an area designated as in need of redevelopment.

The court agreed with the City of Newark's assertion that, regardless of whether the property met the requirements for abatement or exemption under the ordinance, the taxpayer's motion must be denied because the Mayor and City Council have not decided the issue, and, therefore, the motion is not ripe for decision.

Since there was no "municipal action", the matter was remanded to the Mayor and Council for disposition of the pending application within 60 days.

SEC's adoption of Rule 206(4)-7

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In the October issue of Financial Advisor Magazine, Oren Chaplin and Thomas Giachetti, members of Firm's Securities Compliance & Regulation Group, authored an article regarding the SEC's adoption of Rule 206(4)-7. This rule requires SEC-registered investment advisors to adopt compliance policies and procedures designed to prevent violations of applicable securities laws, including the Investment Advisers Act of 1940. The firm must designate a chief compliance officer to administer all adopted policies and procedures, which then must be reviewed on an annual basis in an attempt to ascertain their adequacy and the effectiveness of their implementation.

You can read the full article here.

Update on Land Use Law Seminar

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Gary Forshner, a Shareholder in the Firm's Real Estate, Zoning & Land Use Group will speak at a National Business Institute seminar on updates in New Jersey Land Use Law.

The seminar will be held at the Palmer Inn, 3499 Route 1 South, Princeton New Jersey on November 17, 2004 between 9:00AM and 4:30PM.

Additional information including program summary, agenda and registration details can be located here.

Bankruptcy of a Commercial Tenant

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When a commercial tenant files for bankruptcy, a landlord can easily feel lost in a minefield of bankruptcy court orders and notices, dealing with post-petition financing, claim deadlines, and creditor meetings. Although voluminous, all these legal documents don't seem to address the big three questions for a commercial real property lessor:

Am I going to get paid all obligations due under the lease?
If so, when am I going to get paid?
When will I be able to re-lease the space?

Answers to these questions will depend upon how well you maneuver through the minefield of the debtor/tenant's bankruptcy case.

Debtor/Tenant's Obligations Due Under the Lease
Bankruptcy law provides that a debtor/tenant is required to "timely" perform all obligations arising under any unexpired non-residential real property lease. Thus, a debtor/tenant must pay, when due, all post-petition rents, maintenance charges, insurance, and real property tax obligations that are specified in the lease - post-petition being the operative word.

Did you know that the debtor/tenant may not have to pay the current month's rent?
Whether the debtor/tenant must pay the current month's rent depends on when the bankruptcy petition was filed and when the rent is due under the terms of the lease. If the bankruptcy petition is filed before the rent is due, rent incurred from the bankruptcy petition filing until the end of the month is not due immediately. For example, if the debtor/tenant's petition is filed on the 5th of the month and the commercial lease states that rent will be paid on the 1st of the month, that monthly payment may be deferred by the debtor/tenant until a later point in the case. The first rental payment that must be made is for the following month.

Debtor/Tenant Can Extend Time to Assume or Reject a Commercial Lease
Bankruptcy law provides a debtor/tenant 60 days to decide whether to assume or reject any unexpired commercial real property lease. If the lease is not assumed within 60 days, the lease is automatically deemed rejected.

Did you know that the debtor/tenant can seek an extension of this 60-day period?
Typically, the debtor/tenant will seek an extension until the confirmation of the chapter 11 reorganization plan. Courts generally allow extensions, but condition the extension on the debtor/tenant's agreement to keep the post-petition obligations current. So, it is critical to closely monitor the reorganization process and work closely with the debtor/tenant's counsel.

All Obligations Must Be Cured to Assume the Lease
If the debtor/tenant does assume the lease, all defaults owed must be cured. This means that all post-petition obligations due under the lease, such as rent, real estate taxes, and attorney fees must be brought current before assumption.

Did you know that if the debtor/tenant rejects the lease, you can file a claim for damages incurred?
If the debtor/tenant rejects the lease, the landlord can file a claim for rejection damages. Often, debtor/tenants will file a rejection procedures order with the court that provides that all rejection damages must be filed within 30 days. It is essential for a landlord to be vigilant regarding all papers filed by the debtor/tenant during this period so rights are not lost.

The first 60 days of a debtor/tenant's bankruptcy are vital for a commercial landlord. It is imperative to ascertain your rights under the lease and Bankruptcy law. Seeking effective bankruptcy counsel as soon as the debtor/tenant files can help you steer through the bankruptcy minefield and protect your rights.

Bankruptcy As a Business Tool

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Timothy Duggan, Shareholder and Chair of Stark & Stark's Bankruptcy Group was interviewed by The Princeton Business Journal for an article entitled No longer a stigma, bankruptcy can be a valuable business tool.

Employee Theft

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Employee theft is a luxury that businesses find increasingly difficult to afford. To a large degree, most businesses do not address this problem until they are forced to. This problem which cuts across all industry and product barriers has a particularly devastating effect on small businesses, who are the worst victims of this phenomenon.

THE SCOPE OF THE PROBLEM

Bureau of National Affairs estimates that business losses from employee theft run between $15 billion to $25 billion annually.

The US Chamber of Commerce concluded that employees steal more than $40 billion annually from their employers. This is 10 times the value of street crime in the US or 1.5% of the annual value of all world trade.

Professor Neil Snyder of the University of Virginia estimates that 1/3 of all small business failures can be attributed to employee theft.

Employee theft is increasing at a rate of 15% per year.

A study of over 9,000 employees in three different industries found that 1/3 (34%) of the typical company's employees admitted to some form of stealing from their employer.

A study in 1984, showed that Canadian bank employees stole $382 million from banks, which was more than 9 times the amount stolen in actual bank robberies.

The annual loss to the Banking industry from employee embezzlement is estimated to be in excess of $1 billion annually.

Companies lose as much as 2% of their revenues each year to employee theft.

The U.S. Department of Justice in a study found that 35% of store employees admitted to stealing from their employers.

Employees are responsible for twice as many losses to business as shoplifters.

Only 2% of companies that are victims of embezzlements take steps afterward to improve internal controls.

MYTHS AND MISCONCEPTIONS

Myth: Most employees will not steal. Fact: Studies have shown that most employees are susceptible to the temptation to steal. Those who steal come from all social classes and economic circumstances.

Myth: Theft losses are not material. Fact: The magnitude of losses nationwide by all estimates are between $15 and $40 billion annually. On an individual basis, while initial thefts may be small they tend to grow in size and to continue.

Myth: Most thefts go undetected. Fact: Studies show that most thieves become careless and are discovered. Many are revealed by accident, others are reported by co-workers and the rest are uncovered by internal controls and audits.

Myth: High wages will prevent employee theft. Fact: Surveys, over forty years, have confirmed that high wages do not necessarily motivate workers, although management continues to believe this.

Myth: Crime does not pay. Fact: The benefits are immediate, it is difficult to detect, and victims are often reluctant to prosecute.

HOW DO YOU DEAL WITH THE PROBLEM?

Hire the Right People
It is much easier and less expensive to prevent potential thieves from joining an organization than it is to apprehend criminals once they are hired.
1.Personal Interviews
2.Reference Checks
3.Credit Checks
4.Paper and Pencil Honesty Tests
5.Polygraph Tests

Establish and Manage the Climate of the Organization (Management Awareness)
Theft is a state of mind. Prevention and control are merely states of awareness and caring. Physical security cannot solve the problem because the physical acts are not the root of the problem; the mental attitude behind them is.
1.Establish Company Values and Beliefs
2.Neutralize Rationalizations
3.Foster Morale by Opening Lines of Communication

Keep Employees Honest
If fighting dishonest employees is an important task, educating honest employees is vital.
1.Focus Employee Attention on the Cost of Theft to Individuals
2.Management-Labor Partnership

Use Internal Controls
Just as well-established lawns make it difficult for unwanted weeds to make inroads, so a well run, tightly controlled business makes it difficult for a dishonest employee to flourish.
1.Physical Controls
2.Social Controls

Prosecute
The amount of theft within an organization is inversely proportional to the perceived chances of getting caught.
1.Do Not Ignore the Problem
2.Anyone can be a Thief
3.Consistency, not Sympathy, is the Answer

CONCLUSION

Good and faithful employees are a business's most valuable asset. In order to maintain that asset it requires a concerted effort to put into practice a philosophy that encourages rather than discourages a theft free work place. Management has responsibility to create the climate, to implement the systems, and most importantly to lead by example.

Employee theft is a $40 billion a year problem for U.S. business, and is growing at a 15% rate. Internal controls, which all involve common sense, are very effective in preventing employee theft, however, it is even more important for management to open their eyes, get out of their offices, and show an interest in what is occurring at the company. An involved management style will make you better aware of some of the clues that you may have a problem. Do not hesitate to use professionals in order to have independent confirmations.

In spite of all this, much like protecting your home from burglaries, no matter how sophisticated a security system is, it will not keep out professional thieves. Such a system, however, will likely keep out amateurs, and discourage professionals because there are a wealth of much easier targets. So too with a business that has a fully implemented system of internal controls, the system will prevent temptation to the basically honest employee, and discourages a truly dishonest employee.

Estate Planning For Same Sex Couples

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Estate planning is important for everyone: most people would prefer to make their own decisions as to who will be in charge if they become disabled, and to make the decision as to who receives their property at death. If a person does not plan ahead, each state has laws that favor persons who will be in charge if that person becomes disabled. And, each state has laws that control who will inherit if a person dies without a will. Married couples are protected by federal and state statutes; same sex couples do not always have similar benefits.

New Jersey's Domestic Partnership Act provides the same sex community with new rights and protections. However, these rights are still not at the same level that married couples in that state enjoy. As such, proper estate planning still remains a major consideration.

Estate planning is especially important for same sex couples, because that is the only way they can make their preferences known. The following is intended to provide ideas of the estate planning options available to same sex couples.

LIFETIME PROTECTION

A Durable Power of Attorney designates another person, an Agent, to handle financial affairs. This may include paying bills, transferring funds between accounts, buying and selling securities, buying and selling real estate, accessing a safe deposit box, and other financial matters. It is an essential part of any client's estate planning documents. In planning for same sex couples, the Durable Power of Attorney may be more crucial because of the high potential for resentment toward the well partner as they attempt to look after the needs of the stricken partner. The well partner may be confronted by the family members of the ill partner in an attempt to challenge the well partner's decisions regarding the assets of the stricken partner.

In many respects, the Health Care Power of Attorney is even more important than the Durable Power of Attorney. A Health Care Power of Attorney designates an Agent to make health care decisions for the Principal (the person signing the Health Care Power of Attorney), in the event that the Principal cannot make their own medical decisions. Given the possibility that the well partner will be placed in a difficult position regarding the stricken partner's family members, a well-drafted health care power of attorney will be crucial to not only address issues of medical treatment, but also for the well partner's ability to visit and give comfort to the stricken partner.

In future posts I will discuss disposition plans, estate and inheritance taxes, irrevocable trusts and other matters that same sex couples should be aware of when planning their estate.

Insurance Coverage for Your Business

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Amidst the challenges and pressures of running a business, the adequacy of your business's insurance coverage is easy to overlook. The crucial question as to whether your business is properly protected is too often answered after a business suffers a loss or is sued. At this point, it is too late to fix any deficiencies in your business's insurance policies. Decisions made today concerning your insurance needs could very well be the difference between having security against catastrophic losses and judgments versus having to pay for such losses out of your own pocket.

To properly evaluate insurance coverage, you must first determine the types of insurance protection that your business will require. Some of the most common types of insurance for businesses include:

- Commercial General Liability
- Property
- Commercial Auto
- Business Interruption
- Workers Compensation
- Director and Officer Liability

The various types of insurance can be confusing and difficult to understand. A business's insurance needs will vary, depending on the nature of your business. However, generally, in deciding what type of insurance you need, you should consider the following:

- The type of items you are seeking to protect
(equipment,inventory, vehicles, buildings, etc.)
- What do you want to be protected from
(law suits, fire, theft, loss of business income, etc.)
- Who would you like to be protected
(Officers and Directors, full-time/part-time employees etc.)

Another key to protecting your business is purchasing policies with sufficient levels of insurance limits. Your insurance premium will be calculated, in part, based on the policy's limits. Your attorney or agent should be able to assist you in deciding how much insurance your business should have.

You must also determine whether your policies contain any exclusions or endorsements (an alteration to your policy that may restrict or decrease your level of coverage) that will bar types of losses that you are trying to insure against. It is not uncommon for a business to submit a claim to its insurance carrier only to have the claim denied as a result of an exclusion. Having gaps in your insurance coverage can be catastrophic and sometimes even fatal for a business. Therefore, you should make sure you understand the various exclusions and conditions that will be included in the policy. In the event that you already have insurance policies in place for your business, you should provide copies of the policies to your attorney to determine whether your existing coverage is offering you adequate protection.

Risk management is a crucial component to running a business that is often overlooked. The failure to obtain adequate insurance could expose your business to unnecessary risks and even place your business in severe jeopardy. However, with the proper insurance coverage, you can operate your business with the peace of mind of knowing that your business is protected from unforeseen accidents and losses.

Zero Tolerance Drug Abuse Policy

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Citgo Asphalt Refining Co. v. The Paper, Allied-Industrial Chemical, and Energy Workers Intl. Union Local No. 2-991

A Third Circuit panel reversed the District Court's confirmation of a labor arbitrator's decision that CITGO's zero tolerance drug abuse policy was unreasonable because it did not offer a second chance or rehabilitation opportunities to an employee who tested positive on a random drug test. The district panel found that the arbitrator's decision did not draw its essence from the collective bargaining agreement, nor was the zero tolerance policy was reasonable or supported by the record.

Green Acres

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I/M/O Petition for a Declaratory Ruling Regarding the City of Plainfield's Park-Madison Site, App. Div.

The New Jersey Court of Appeals, denied the request by Citizens and Friends for Equitable Stewardship and the New Jersey Chapter of the Sierra Club for a stay of proposed development of a four-acre tract in Plainfield known as the Park-Madison site. The two organizations claimed that the Park-Madison site does not come within the exception against disposing of or diverting lands used for recreation and conservation purposes without Commissioner and State House Commission approval. Additionally, both groups argued that the citizens of Plainfield are entitled to a replacement of the site since the town received financial assistance from the State, which was used for recreational purposes at the site.

Exercising original jurisdiction, the panel holds that the site does indeed meet the exception carved out by amended N.J.S.A. 13:8A-47, was exempt from Green Acres, and therefore the residents of Plainfield are not entitled to a replacement parcel or compensation.

Legalization of Gay Marriage in New Jersey

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On October 7, 2004, the New Jersey Supreme Court refused to grant direct certification of Lewis v. Harris, a case in which seven same sex couples are seeking to legalize gay marriage. On the other hand, the Court accelerated the appeals process. The Supreme Court's decision is generally seen as a means of allowing the case to be fully aired-out given the important legal and social issues involved.

According to the attorney for the suing couples, the ruling was a sign that the Court understood the significance of the issues without indication how it might eventually rule. Whether the outcome will be effected by the New Jersey Domestic Partnership Act remains to be seen since the trial judge had said that it was up to the legislature, not the courts, to deal with rights of same sex couples. It was shortly after that decision that the Act was passed; however, it fell short of affording same sex couples the complete package of benefits associated with marriage, much less dealing with the issue of same sex marriage itself.

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Divorce and Wiretap

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In Mislavsky v. Mislavsky, decided by the New Jersey Appellate Division in August 2004, the Court upheld a trial judge's award of punitive damages for violation of the New Jersey Wiretap Act resulting from one spouse's recording of a telephone conversation between the other spouse and a third party on the violator's telephone line.

The facts involved playing the recording to the parties' children and a "lack of remorse" for such actions at trial. The result was an award of actual damages, as set by statute, and punitive damages consisting of a denial of various marital assets to the violator totaling at least $35,000.

Note: the case was sent back to the trial judge to fix a specific monetary amount of damages instead of the above.

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New CEPA Regulations For New Jersey Employers

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On September 14, 2004, Governor McGreevey signed legislation that requires New Jersey employers to annually notify their employees of their rights under New Jersey's Conscientious Employee Protection Act (CEPA). Designed to protect employee "whistleblowers," the statute makes it unlawful for employers to take adverse employment action against employees who disclose, object to, or refuse to participate in certain actions that the employees reasonably believe are either illegal or in violation of public policy.

The amendment requires companies employing ten or more people to distribute an annual notice to all New Jersey employees explaining the employees' "protections, obligations, rights and procedures" under CEPA. This notice can be distributed in an electronic or written format. The amendment requires that the notice be set forth in English, Spanish and any other language spoken by a majority of employees, the latter at the discretion of the employer.

According to the New Jersey Law Journal, whistleblower suits have more than doubled since 2001. From June 30, 2003 through June 30, 2004, 275 CEPA claims have been filed which is a 102% increase from 2001. By contrast, Civil Part filings have increased only 24% over the same period. It is critical that New Jersey employers handle CEPA or whistleblower issues with caution.

Stark & Stark attorneys can help your Company develop notices that satisfy CEPA's new requirements.

Estate Administration

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I/M/O Estate of Di Bella; Di Bella v. Di Bella

A Chancery Division judge has denied an estranged husband's application to serve as Administrator to his wife's estate. In this matter, the husband and wife were in the midst of a divorce when she died. The Chancery judge held that, if a plaintiff in a matrimonial matter dies intestate while the divorce complaint is pending, the estranged spouse is barred by, primarily, a conflict of interest, from becoming Administrator of the Estate. The application by the decedent's son from a previous marriage to serve as Administrator was granted.

Historical Significance of the Domestic Partnership Act

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The Domestic Partnership Act is historically significant because the New Jersey Legislature recognized such relationships as beneficial to the state as a whole. The Legislative Findings and Declarations section of the Act states that domestic partnerships provide a private network of financial, emotional and physical support of the partners involved.

The Legislature found it important to provide domestic partners with the same protection that married citizens enjoy, such as: protection from employment, housing, and credit discrimination; the right for one partner to make medical or legal decisions for an incapacitated partner; and income or inheritance tax benefits.

The text of the act makes clear that the Legislature is committed to extending such rights to domestic partners which it finds "paramount in view of their essential relationship to any reasonable conception of basic human dignity and autonomy."

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Homeowners Association Tax Assessments

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It is critical that homeowners associations be vigilant of the way in which their municipality assesses taxes on the community's common area. Common areas include clubhouses, pools, and recreation areas such as playgrounds and tennis courts. In New Jersey, statute N.J.S.A. 46:8B-19 states that towns and municipalities may not tax a condominium's common elements. It is generally believed, but not technically the case, that the common areas of a homeowners association enjoy the same tax protection. Therefore, it is of the greatest importance that homeowners associations carefully review the tax assessment card sent by the town or municipality.

On or about October 1st each year, the town or municipality will assess the value of each property in order to determine its tax responsibility for the following year. Sometime during the following January or February, the homeowners association may receive a card from the town which states the tax assessment of the common property. The homeowners association must review this card to determine if the common area is taxed as a separate property.

In many situations, the town will set the value of the common areas at $1.00. The logic behind this valuation is that the value of each of the properties in the community already includes the value of the common property and the owner's rights in it. A municipality's tax against such common property may constitute double taxation in violation of New Jersey's Constitution.

However, there are occasions in which a town will tax the community's common area. In times such as these, there are multiple options for homeowner associations including, but not limited to tax appeals and litigation. Should your homeowner association find itself in such a situation contact David J. Byrne, or Timothy P. Duggan to discuss your specific matter.

International Business

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Seltzer v. I.C. Optics, Ltd., et al

The United States District Court for the District of New Jersey dismissed a case brought by a New Jersey resident who had worked for a New Jersey headquartered subsidiary an international business. The plaintiff brought suit against both companies when he was terminated. The Court stated that it could not find any basis on which to assert in personam jurisdiction over the foreign based defendant and therefore, granted its motion to dismiss pursuant to Rule 12(b)(2).

New Jersey Court Will Have to Decide on the Validity of a Canadian Same Sex Marriage

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In a case brought by a Montclair, New Jersey same sex couple claiming a veteran's real estate tax exemption as a result of military service by one of them, the recognition of a Canadian same sex marriage is called into question.

The couple was married in Canada, a country which permits same sex marriages. However, the property is located in New Jersey, a state which does not recognize same sex marriages.

New Jersey real estate tax laws permit a "married" couple to claim a veteran's exemption if either of them served in the military. In order to decide the parties claim for the exemption, the New Jersey Court will first have to decide if New Jersey will recognize a same sex marriage performed in a country which permits such marriages.

The case is one of first impression in New Jersey and will likely have nationwide implications.

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Lawyer's Role in Residential Real Estate

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Most contracts to buy and sell residential real estate are prepared by real estate brokers. When a broker prepared contract of sale is signed by a buyer and seller, both the buyer and the seller have the right to consult an attorney who can then "disapprove" the contract for any reason or no reason at all and terminate the contract of sale. Any monies paid on deposit by the buyer would be fully refunded. This right to terminate the contract is available to both buyer and seller provided it is exercised within three (3) days of the parties' receipt fully signed contracts. Weekend days and holidays do not count as one of the three days of the attorney review period, nor does the day the buyer and seller first receive a copy of the fully signed contract of sale. For example, if the buyer and the seller receive fully signed copies of the broker prepared contract of sale on a Thursday, the attorney review period would begin on Friday and terminate at the end of the following Tuesday.

Why, you may ask, is there such an attorney review period? Because without it, such a contract of sale would be legally binding on both parties when signed. A party signing such a sales agreement prepared by a real estate agent might not fully realize that they are signing a binding legal document. The contract of sale is of primary importance to the real estate transaction. It is the document which lays out each party's responsibilities from the time it is signed until closing of title. It is important that the parties understand what their obligations and rights are before agreeing to be bound by them.

The right to attorney review, which applies to real estate broker prepared contracts involving residential real estate in New Jersey, was created by the New Jersey Supreme Court. The right to attorney review applies to contracts prepared by licensed real estate brokers and sales people for residential real estate containing one to four dwelling units and for the sale of vacant one-family lots in sales which provide the realtor with a commission or other fee interest. The attorney review provisions also apply to documents prepared by a real estate broker or sales person which materially modify the original contract.

If neither the buyer nor the seller exercises their right to have an attorney review the contract within the three day review period, the contract will be binding on both parties. If the parties do retain the services of an attorney to review the contract, and neither party's attorney disapproves the contract, the contract will be binding as well. The parties can agree to extend the attorney review period if desired. If the contract is disapproved and thus terminated, it will remain terminated until such time as the parties and their attorneys can negotiate changes which will make the contract acceptable. This negotiation process may exceed the initial three (3) day review period.

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Succession Planning

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One of the most critical components of business survival, but yet most often overlooked, is the planning for the internal succession of your business. Most business owners, from sole-proprietorships to large corporations, are more concerned with the daily operations, growth and success of the business rather than who will take over when they are gone. While some business owners may have an "idea" in their head of a succession plan, those business owners do not realize that their "ideas" do not benefit the company unless they are written down.

The legal document that is commonly prepared to memorialize the "ideas" is the Buy-Sell Agreement. Simply put, the Buy-Sell Agreement provides for the continuation of a business upon a "triggering event." A "triggering event" could include death and retirement at a certain age and may include disability, early retirement, involuntary or voluntary termination from employment, or some sort of a force-out situation of a shareholder or partner. The Buy-Sell Agreement, much like the Last Will and Testament, is the controlling document that details the succession of the company in accordance with the owner's wishes. A properly drafted Buy-Sell Agreement should cover in detail the who, what, when why, and how of the succession. Who the successor or successors of the company will be; what aspects or part of the company will be transferred; when the transfer or succession will occur; why the succession plan is necessary; and how the succession will occur.

Although all Buy-Sell Agreements should cover all these issues, no two Buy-Sell Agreements are the same. Again, similar to the Last Will and Testament, each Buy-Sell Agreement needs to be individually prepared for each company in order to properly address each company's uniqueness and circumstances. However, unlike a Will, the Buy-Sell Agreement could be triggered while the business owner is still actively employed or working in the company. Depending on the circumstances of the company, if the company's growth and success are largely dependent on the owner's or principal's relationships with the company's customers or clients, the Buy-Sell Agreement should provide for a transitioning plan whereby a time period (ie. three to five years) is set aside prior to the owner's retirement or withdrawal from employment in order for the owner to have sufficient time to transition the company's clients or customers to the successor of the company. Otherwise, without such a "transition plan", businesses that are dependent on the owner's continued relationships with the company's clients will experience difficulty in maintaining success once the owner leaves.

In addition to addressing the transitioning of clients to the successor, where applicable, the Buy-Sell Agreement should also address the transfer of ownership or stock, as the case maybe, to the successor. This would entail the owner considering the various options in determining the purchase price for the transfer, valuation of the company, and the various payment options depending on the "triggering event."

Obviously, there are many elements to consider in preparing the appropriate Buy-Sell Agreement for your company. A properly structured succession plan takes time, effort, and some creativity, but once properly completed, your succession plan should ensure the continued growth and success of the company that you leave behind.