Deed fraud is increasing rapidly in Florida. Criminals have been forging property deeds to unlawfully transfer ownership and sell properties without the real owner's knowledge. Any property owner may be affected, including homeowners, and the legal costs to reverse this type of fraud can be substantial. To help combat this risk, Florida law now requires each county Clerk of Court to provide a Property Alert Service. [...]

Limited Liability Companies ("LLC") have been authorized in New York since 1994. When the law was first enacted, an LLC could not have perpetual existence like corporations. This limitation was removed in 1997. If your LLC was established under the old New York State law that imposed a 30-year lifespan, it's crucial to be aware of the approaching expiration of your company's duration. Originally, LLCs [...]

The SMB M&A series provides insights into buying and selling a small business. In all business transactions, the Seller will be asked to make a series of representations and warranties ("R&W") regarding the business. These R&W, which can range from 1 - 20 pages depending on the size of the transaction, cover the Seller's finances, taxes, condition/title of assets, liabilities, legal compliance, litigation, employment matters, [...]

The SMB M&A series provides insights into buying and selling a small business. If buying or selling a business, you may have heard of a "Letter of Intent" or "LOI". What is it and why is it important? The LOI is a non-binding offer that allows the parties to agree at a high level on certain key terms and conditions of a proposed deal. Starting with an [...]

The SMB M&A series provides insights into buying and selling a small business. When preparing to sell your business, make sure you require any potential buyer to sign a Non-Disclosure Agreement ("NDA") before disclosing any confidential information. An NDA protects sensitive information like financial records, customer information, intellectual property and other proprietary information (including that you are in discussions to sell your business) from unauthorized [...]

The SMB M&A series provides insights into buying and selling a small business. If you own a small business, you may have been approached by a private equity firm regarding the sale of your company. A private equity firm is an investment company that pools capital from its investors to buy and manage companies with the goal of selling for profit within 5-10 years. Our [...]

The Department of Labor issued a new final rule regarding the distinction between employees and independent contractors on January 10, 2024. This rule, while in some ways is similar to the 2021 Independent Contractor Rule (IRC), mostly departs from the previous iteration. The Department believed the 2021 IRC was not fully in agreement with the framework outlined in the Fair Labor Standards Act (FLSA) or [...]

Often times, clients ask why the litigation process is so lengthy. The answer is not always a simple one. The time-frame within which an action is judicially resolved is a function of the court's caseload, the complexity of the matter being litigated and the lawyers' schedules. There are, however, avenues available to litigants in certain circumstances that will allow them to resolve their disputes quicker [...]

New York was recently ranked the worst state to die in without a Will in a study published by Caring.com. The Caring.com 2023 Estate Planning Study considered factors pertaining to the probate process, guardianship, taxes and various other aspects of estate distribution to establish this ranking, all of which is described more fully and can be read at the link above. As the 2023 Estate Planning Study [...]

In the context of a closely held business (be it a partnership, limited liability company or corporation), a Buy-Sell Agreement is highly recommended to address what happens to an owner’s business interest upon the occurrence of certain “trigger events”, which typically include a partner’s death, disability, voluntary or involuntary termination of relationship and retirement. A Buy-Sell Agreement is often compared to a prenuptial agreement between [...]

A bill currently sits on Governor Hochul’s desk which would amend the New York Labor Law and ban nearly all non-competition agreements for workers in New York State. What is a non-competition agreement? An agreement (or clause contained in an agreement) between an employer and a “covered individual” that prohibits such covered individual from obtaining employment after the conclusion of the employment relationship with the [...]

Beginning on January 1, 2024, new rules implementing the Corporate Transparency Act (“CTA”) took effect, imposing obligations on many small businesses nationwide to report beneficial ownership information to the federal government. The link below provides information pertaining to the key details and frequently asked questions regarding these obligations, including: Who is Required to Report? What has to be Reported? When is the Deadline? Who are [...]

You accepted an offer to sell your business. The buyer has proposed to purchase your company's assets. You are thrilled with the value the buyer has placed on the business and don't pay attention to the transaction structure, i.e., asset vs. stock. As the closing approaches, you begin to discuss how the purchase price will be allocated among those assets sold and suddenly you realize [...]

On January 31st, 2023, New York State implemented new changes to the rules and regulations concerning Notary Publics which imposes additional important requirements on all notaries whether they are performing traditional notary services, or electronic notary services. The most significant new change is the requirement that all types of notaries keep a journal documenting all notarial acts performed for a period of ten years.  The [...]

ATTENTION ALL BUSINESS OWNERS New Federal Information Reporting Requirements to be Imposed on Privately-Held Companies and Their Owners by the U.S. Department of Treasury Effective January 1, 2024, corporations, limited liability companies and similar entities (which are not publicly-traded companies) must file detailed information concerning the entity and its owners with the U.S. Department of Treasury. Significant penalties will be imposed on entities and owners [...]

An important estate planning goal for the vast majority of people as they get older is to preserve their hard-earned assets for their loved ones upon their passing. A long-term stay in a nursing home, however, can present a considerable obstacle toward achieving that goal. While advance planning, whether in the form of gifting or purchasing long-term insurance or a combination of both, is the [...]

As difficult as it is to believe, we are coming up on another year end. Now is the time when we start thinking about taxes and wonder if there is anything that should be done before the end of the year to save on the amount due. In most cases, we think about those things, but may end up doing nothing because it may be [...]

Although there is still no guidance from Congress on when or whether there is going to be Extender Legislation this year, you may want to be prepared in case Congress does bless us again with another round of temporary tax legislation that has been beneficial to the business community over the past few years. “Extenders” included 50% bonus depreciation for machinery, equipment, software, and other [...]

Taxpayers subject to Required Minimum Distribution Rules (RMDs) on their retirement accounts must plan carefully to ensure that they are not subject to significant penalties for failure to withdraw enough from their retirement plans.  Taxpayers must start taking annual RMDs from their traditional IRAs by the April 1 following the year in which they attain the age of 70 ½.  401(k) plan owners are subject [...]

Some New York snowbirds change their residency to Florida for many reasons, including the fact that Florida does not have an estate or an income tax imposed on its residents. But, New York just does not like to lose its residents go putting the snowbird through an exhaustive exercise of changing everything about their lives to ensure they are truly no longer New York residents [...]

Gov. Andrew Cuomo has signed into law a bill that has revised the current maintenance law in New York State. A summary of key provisions of the new legislation, as it relates to maintenance, is as follows: The statute establishes an income cap to be used for the calculation of temporary maintenance and permanent maintenance at $175,000 of the payor’s income. The previous cap, which [...]