By: Nicholas J. Graham, Esq. 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 in New York were required to specify a limited duration, commonly set at 30 years. Many of these companies are now reaching the end of this period and must take action to continue operating. Special attention should be given to LLC's formed between 1994 and 1997, as they were likely established with a 30-year lifespan. What Has Changed? The law in New York has evolved, and LLCs are no longer bound by the 30-year limit. Pursuant to NY LLC law §701(1), businesses now have the option to exist perpetually, providing greater flexibility and stability for long-term planning. However, this change is not automatic for existing LLCs that were originally set up with a 30-year term. What You Need to Do To ensure your LLC can continue its operations beyond the original 30-year term, you need to file an amended Articles of Organization with the New York Department of State. This amendment should update the duration of your LLC to perpetual, or to another term if desired. Steps to Amend Your Articles of Organization: Prepare the Amendment: Draft an amendment to your LLC's Articles of Organization. This document should clearly state the new duration of the LLC, typically set to "perpetual." File the Amendment: Submit the amended Articles of Organization to the New York Department of State. This can usually be done online or by mail. Ensure that you include the necessary filing fee. Update Internal Documents: Reflect the change in your LLC's operating agreement and any other internal documents to ensure consistency and compliance. Notify Members and Stakeholders: Inform all members and relevant stakeholders of the change to ensure everyone is aware of the updated status of the LLC. Why It Matters Failing to update your LLC’s duration could result in the automatic dissolution of the company once the original 30-year term expires. This could lead to significant disruptions in business operations and potential legal complications. By taking proactive steps to amend your Articles of Organization, you can ensure the continuity of your LLC and take advantage of the flexibility offered by the current laws. Need Assistance? The Scolaro Law Firm specializes in helping businesses navigate changes in regulatory requirements. If you need assistance with amending your Articles of Organization or have any questions regarding your LLC's status, please contact us. Our experienced team is here to provide the guidance and support you need to keep your business running smoothly. This article is intended to be for informational and discussion purposes only and is not to be construed as legal advice or as a legal opinion on which certain actions should or should not be taken.

By: Nicholas J. Graham, Esq. The SMB M&A series provides insights into buying and selling a small business. For business buyers looking to acquire a small business, securing the right financing is often a critical step. The U.S. Small Business Administration (SBA) offers two popular loan programs that can be invaluable in this process: the 7(a) loan and the 504 loan. These loans are available through local lenders and are partially guaranteed by the SBA, reducing the risk for lenders and making it easier for small businesses and entrepreneurs to obtain financing. Both programs provide favorable terms that can make acquiring a business more achievable. Here’s a closer look at how each can be used, with a particular focus on the flexibility of the 7(a) loan, as it is more commonly used for business acquisitions. The SBA 7(a) Loan Program The 7(a) loan program is the SBA’s most popular and flexible loan option. It is designed to help small businesses and entrepreneurs obtain financing when they might not be eligible for traditional financing options. Here are the key advantages and uses of the 7(a) loan for business acquisitions: 1. Broad Eligibility and Use of Funds: The 7(a) loan can be used for a variety of purposes, including purchasing a business which can include goodwill, buying out partners, acquiring real estate, and refinancing existing debt. This flexibility makes it an ideal choice for business acquisitions where the buyer may need to cover multiple types of expenses. 2. Favorable Terms and Conditions: 7(a) loans offer competitive interest rates, long repayment terms (up to 10 years for business acquisitions), and lower down payment requirements compared to conventional loans. These favorable terms can ease the financial burden on buyers and improve cash flow during the critical early stages of ownership. 3. Working Capital Inclusion: One significant advantage of the 7(a) loan is the ability to include working capital in the loan amount. This can provide new business owners with the necessary liquidity to manage day-to-day operations, especially important during the transition period post-acquisition. 4. Collateral Flexibility: While the SBA prefers loans to be fully collateralized, a 7(a) loan can still be approved even if sufficient collateral is not available. This can be a major benefit for buyers who have limited assets to pledge. The SBA 504 Loan Program The 504 loan program is another powerful financing tool, primarily focused on fixed assets such as real estate and equipment. It involves a partnership between the SBA, a Certified Development Company (“CDC”), and a private lender. Here’s how it works for business acquisitions: 1. Structured Financing: A 504 loan typically consists of three parts: a loan from a private sector lender covering 50% of the project cost, a loan from a CDC covering up to 40%, and a 10% down payment from the borrower. This structure can reduce the amount of equity the buyer needs to provide upfront. 2. Long-Term Fixed Rates: The 504 loan offers long-term fixed interest rates, which can provide stability and predictability for business owners. This is particularly beneficial when acquiring property as part of the business purchase. 3. Real Estate and Equipment Focus: While the 504 loan is less flexible than the 7(a) loan in terms of eligible uses, it is ideal for acquisitions that involve significant real estate or heavy equipment investments. The ability to finance these assets over a long term with a fixed rate can be a strategic advantage. Conclusion Navigating the complexities of financing a business acquisition can be challenging, but SBA loans offer valuable tools to help buyers achieve their goals. The 7(a) loan’s flexibility and broad eligibility make it a particularly attractive option, while the 504 loan’s fixed-rate, long-term structure provides stability for significant asset purchases. However, to truly capitalize on these advantages, it's essential to structure the transaction properly and adhere to all eligibility criteria and regulatory requirements. With careful planning and compliance, SBA loans can provide the financial support needed to successfully acquire and grow a business. If you’re considering buying a business and exploring SBA loan options, our experienced M&A team at Scolaro Fetter Grizanti & McGough, P.C. is here to help. Our team handles small business M&A transactions throughout New York State, Vermont, Pennsylvania and Florida. This article is intended to be for informational and discussion purposes only and is not to be construed as legal advice or as a legal opinion on which certain actions should or should not be taken.

By: Daniel J. Fetter, Esq. 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, contracts, customers, etc. The purpose of the R&W is to give the Buyer a comprehensive understanding of what he or she is purchasing (the good and the bad). This portion of the Purchase Agreement is heavily negotiated as its effect shifts liability between the Seller and Buyer from issues that may arise post-closing. If the Buyer suffers a financial loss, the Buyer will review the R&W and make a claim for indemnification if it can be argued that such loss stems from a breach of those representations. For this reason, the Buyer will want the representations to be as broad as possible while the Seller will try to limit their scope and mitigate its post-closing liability. There are several ways a Seller can try to reduce their liability exposure. This article will focus on some of the basic strategies used. Use Qualifying Language: Limit the representation to what the Seller actually knows (or should know after a reasonable investigation). For example, consider these two statements: 1. "The products sold by Seller do not infringe on the proprietary rights of others." 2. " To Seller's actual knowledge , the products sold by Seller do not infringe on the proprietary rights of others." Example "1" is a statement of fact and shifts liability to the Seller in the event any infringement claim arises, regardless of the Seller's knowledge on the issue. Example "2" shifts liability to the Seller only if Seller actually knew of the infringement at the time of closing. Sellers may also try and limit the scope of the representation by including a "materiality" qualifier. Consider the following examples: 1. "Seller is and has been in compliance with all applicable laws." 2. "Seller is and has been in compliance, in all material respects , with all applicable laws." No Seller can truly make the representation under example "1", and including such a statement may subject the Seller to being liable for any costs, no matter how small, due to potential immaterial claims by the Buyer. Under example "2", Seller is acknowledging that the business is not in absolute compliance, but such violations do not rise to the level of having a material effect on the business. Buyers do not like this limitation because unless the Purchase Agreement defines "material" (not all do), it raises the question of what is material? Buyers may try to address this issue by including a "materiality scrape", which is a topic for a separate article. Survival Period: The Purchase Agreement will state how long the R&W survive closing. The survival period will typically last between 12-24 months following closing with some representations surviving longer in accordance with the applicable statute of limitations (these are referred to as " Fundamental Representations "). This limits the time a party has to make an indemnity claim for a breach of a R&W. Buyers prefer to have representations extend as long as possible while Sellers try to shorten the survival period. As long as Buyer notifies Seller of a claim before the representation has expired, the Buyer's claim will be valid. Accuracy: Last but not least, take the time to carefully review each representation and investigate when necessary to ensure the statement is accurate. These are only some of the strategies found in Seller's tool-kit to reduce exposure. Sellers may also consider the deal structure (stock vs. asset), baskets, caps and anti-sandbagging clauses (which will be covered in additional articles).  The Scolaro Law Firm handles small business M&A transactions throughout New York State, Vermont, Pennsylvania and Florida. If you are interested in buying/selling a business, please contact Daniel Fetter or the attorney at our firm with whom you work. This article is intended to be for informational and discussion purposes only and is not to be construed as legal advice or as a legal opinion on which certain actions should or should not be taken.

By: Daniel J. Fetter, Esq. 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 LOI can make the deal process more efficient as it creates a roadmap when drafting and negotiating the definitive agreements. The LOI typically includes the following terms/conditions: Transaction Structure . In most cases, the LOI will specify the transaction structure – whether the buyer is acquiring the stock or assets or some other type of arrangement. Purchase Price and Method of Payment . It sets forth the purchase price or how the purchase price will be determined, including any post-closing price adjustments or working capital calculations. The LOI will also address how the purchase price will be paid (cash, seller financing, debt assumption, equity, etc.). Due Diligence . The LOI will outline the time period for the Buyer to conduct its due diligence investigation (typically 30-90 days after signing the LOI) and the limitations around that investigation (e.g., when the Buyer can contact employees and customers). The due diligence investigation will allow the Buyer to inspect the business from a financial, legal and tax standpoint. Conditions . It may include certain conditions that must be met for the parties to proceed with the transaction, including Buyer obtaining financing and/or any necessary government or third-party approvals. Exclusivity . The LOI will typically include an "exclusivity" or "no shop" clause that prohibits the Seller from entertaining other offers from prospective buyers for a period of time. Generally speaking, the LOI is non-binding and cannot force a buyer or seller to proceed with the transaction. With that said, however, there are certain provisions which create binding obligations on the parties, including: (a) each party will cover their own expenses in pursuit of the transaction; (b) the governing law applied to the LOI; (c) the confidential nature of the proposed transaction; and most importantly (d) the exclusivity clause discussed above. The Scolaro Law Firm handles small business M&A transactions throughout New York State, Vermont, Pennsylvania and Florida. If you are interested in buying/selling a business, please contact Daniel Fetter or the attorney at our firm with whom you work. This article is intended to be for informational and discussion purposes only and is not to be construed as legal advice or as a legal opinion on which certain actions should or should not be taken.

By: Daniel J. Fetter, Esq. 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 disclosure. By requiring potential buyers to sign NDAs, you maintain confidentiality throughout the sale process and preserve the value of your business. In the event of a breach, the disclosing party may be entitled to monetary damages or injunctive relief to prevent further disclosure. In addition to the NDA, Sellers should take other precautions to avoid disclosure of Confidential Information, including: Limit disclosure only to those individuals who need to know for purposes of pursuing the transaction; Wait to disclose your most sensitive information (e.g., customer list) until you have more assurance that the deal will close; Use data rooms to share information rather than sending documentation by mail/email. This also allows users to track who viewed the information. The Scolaro Law Firm handles small business M&A transactions throughout New York State, Vermont, Pennsylvania and Florida. If you are interested in buying/selling a business, please contact Daniel Fetter or the attorney at our firm with whom you work. This article is intended to be for informational and discussion purposes only and is not to be construed as legal advice or as a legal opinion on which certain actions should or should not be taken.

By: Daniel J. Fetter, Esq. 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 firm has been involved in a growing number of PE deals over the last several years. The typical deal structure we see offered to small business owners is the purchase of assets in exchange for cash (around 75-85%) and equity (around 15-25%) in the new company. Owners will temporarily work at the company for a period of time to assist in the transition, and in some cases, do so for an earn-out. What are some of the pros and cons of selling your business to a PE firm? Pros: PE firms can offer an attractive purchase price and potential for significant returns. PE Firms tend to bring industry knowledge and have more access to resources to boost growth. Many structures offer Sellers with "rollover equity", i.e., equity in the buyer company. This offers owners a "second bite at the apple" if the new buyer is successful in growing the business and the value of the equity increases over time. In some cases, the rollover equity can provide tax benefits by deferring taxes that would otherwise be due in an all cash transaction. This may be beneficial for owners looking to minimize immediate tax liability. Cons: Owners with rollover equity are exposed to the risks associated with the business. If the business is poorly managed by its new owners, the value of your equity can decline. We advise clients to prepare themselves for the possibility that they may never "cash out" the rollover equity. Your equity in buyer's company may be diluted if the company issues equity in the future (unless you are willing to contribute more cash, which is very unlikely). If your interest is diluted it could reduce future gains. In some cases, the buyer relies on the current owners to continue working in the business. This may not be ideal for those sellers hoping to retire. Owners have little to no control over the management of the business. While they may be offered a seat on the board, it tends to be a minority position with no power. Selling to a PE firm typically involves an extensive due diligence investigation and complex legal documents and negotiations which lead to increased transaction expenses. In some cases, PE firms are not willing to negotiate its "standard agreements" since it has used those same documents in past transactions with other acquisition targets. The Scolaro Law Firm handles small business M&A transactions throughout New York State, Vermont, Pennsylvania and Florida. If you are interested in buying/selling a business, please contact Daniel Fetter or the attorney at our firm with whom you work. This article is intended to be for informational and discussion purposes only and is not to be construed as legal advice or as a legal opinion on which certain actions should or should not be taken.

By: Elizabeth M. Maugeri, Esq. 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 the courts' interpretation of the FLSA by departing from accepted case law in applying the economic reality test. Thus, on October 13, 2022, the Department published a Notice of Proposed Rulemaking (NPRM) regarding the classification of employees versus independent contractors under the 2021 IRC. The final rule returns to the notion of framing of investment by a worker as its own separate factor, and the most significant factor being whether the work performed by the worker is an integral part of the potential employer’s business. However, the final rule maintains that no one factor is determinative in assessing if a worker is an employee or independent contractor. Additionally, it offers a broader discussion of how scheduling, remote supervision, price setting, and the ability to work for others concurrently should be considered as factors and allows for more consideration of reserved rights, which was minimized in the 2021 IRC. The main purpose of the changes made was to avoid any potential misclassification of workers whether intentional or accidental. The rule maintains that part 795 continues to contain the Department’s general interpretations. After taking comments, the Department published the final rule, which consists of an outline of six, non-determinative, factors for consideration. The factors are: (1) opportunity for profit or loss depending on managerial skill, (2) investments by the worker and the potential employer, (3) degree of permanence of the work relationship, (4) nature and degree of control, (5) extent to which the work performed is an integral part of the potential employer’s business; and (6) skill and initiative. Other relevant factors may be considered on a case-by-case basis. These six factors are meant to be offered as a guide for assessment as to the economic realities of the working relationship. When assessing opportunity for profit or loss depending on managerial skill, the Department implores potential employers to consider if their workers have opportunity for profit or loss that affect the worker’s economic success or failure when performing the work. Factors that may be relevant to this assessment could be whether the worker can meaningfully negotiate the charge or pay for their work, whether the worker accepts or declines jobs on their own, whether the worker makes hiring decisions, or if the worker chooses when or how the work is performed. If the worker does not have these types of opportunities available, then this factor suggests that they may be an employee. When considering the second factor, whether any investments by the worker are capital or entrepreneurial in nature, the assessment asks what the costs are to the worker for performing the job. Notably, some costs that are unilaterally placed on the worker by the potential employer, such as the tools or equipment needed to perform the job, or the cost of the labor do not necessarily suggest the worker performs independently. If the worker has opportunity to do differing types of work, reduce costs, or extend their market reach, this may indicate they are an independent contractor. However, the costs to the potential employer and to the worker should be considered relative to each other. The comparison should be done on investments, such as if the worker is making similar investments as the potential employer, even if on a much smaller scale. The third factor weighs in favor of a worker being an employee when the working relationship between the worker and the potential employer is indefinite, continuous, or exclusive. However, this does not imply that temporary or seasonal workers should be considered independent contractors as the lack of permanence due to operational characteristics to a particular business should be considered in these circumstances. A worker may an independent contractor if the work performed is non-exclusive, project-based, or generally sporadic. Fourth considers the control over the worker and the working relationship that the potential employer has. It may be relevant to consider whether the potential employer sets the worker’s schedule, supervises the work, limits the worker’s ability to work for others, or the sets pricing or rates of the services. Additionally, when a potential employer’s actions in regard to the worker go beyond that is required for compliance with federal, state, or local laws and regulations, this may be suggestive of an employer-employee relationship. The fifth factor is one of the more significant factors, and asks whether the work performed by the worker is integral to the potential employer’s business. This factor does not ask whether the worker themselves are integral, but rather if the work they perform is. This factor will likely consider a worker an employee if the work performed is critical, necessary, or central to the potential employer’s business. The final factor considers whether the worker utilizes specialized skill sets to perform their work and if those skill sets contribute to a business-like initiative. If the worker does not utilize specialized skills or if the worker is dependent on training to learn or utilize specialized skills, then the factor weighs towards the worker being an employee. However, if the worker brings a specialized skill set to the jobs they perform, this does not automatically indicative of the worker being an independent contractor. The worker’s use of the skills in connection with the job itself is what matters in most cases. While the final rule does not act as anything other than a reinforcement of already established legal guidance, it leans more pro-employee than its predecessor. The impact of it is likely to be felt by companies in the gig economy, such as food delivery (i.e., DoorDash, Postmates, UberEats) or transportation mobility services (i.e., Uber, Lyft); freelancers; construction workers; and truckers. Litigation has already been brought forth by associations and individuals in these spaces, who argue that the final rule creates a much vaguer landscape for assessment which will ultimately force independent contractors into unnecessary employment relationships. Decisions by the courts regarding the filed complaints have not yet been issued. The final rule does not impact any other federal, state, or local laws that use other determinative factors for employee classification. This article is intended to be for informational and discussion purposes only and is not to be construed as legal advice or as a legal opinion on which certain actions should or should not be taken.

By: Chaim J. Jaffe, Esq. 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 and, in many cases, more economically. The two most recognized methods of alternative dispute resolution ("ADR") are mediation and arbitration. This article will focus on the mediation process. In many instances, parties to an agreement can contractually agree to submit any dispute that may arise to one or more forms of ADR. Parties' whose claims are not controlled by a contract can similarly agree to utilize the ADR process prior to or subsequent to the commencement of a formal court litigated matter. Finally, there are circumstances under which a judge presiding over a court litigated matter can "order" the parties to participate in the ADR process. Mediation is usually the first step in the ADR process, although parties can agree to skip this option and proceed directly to arbitration. Parties who agree to submit their dispute to mediation will agree who the neutral mediator will be. This individual can be an attorney whom counsel for the litigants believes is best qualified to impartially provide an opinion as to the merits of the underlying dispute. In many written contracts, the parties will agree to select the mediator from one of several nationally respected mediation companies. Procedurally, the mediation process is relatively straight forward. Once the parties agree on a neutral mediator, the parties will enter into a written mediation agreement with the mediator. In addition to the parties usually agreeing to equally bear the mediator's fee, the parties will be required to agree to, among other things, the confidentiality of the proceeding, that nothing disclosed during the mediation sessions will be used at trial (if the mediation process is unsuccessful) and that the mediator cannot be called by either party as a witness if the dispute proceeds to a court supervised process. Prior to the commencement of the mediation session, both parties will usually be required to provide the mediator with a confidential written mediation statement, the length of which depends on the complexity of the matter and the mediator's instructions. This pre-hearing submission will usually include a description of the parties, the underlying facts and circumstances of the dispute, the legal issues involved, the parties' respective strengths and weaknesses, the resolution of specific issues by the mediator that the parties believe would be beneficial in resolving the entire dispute and a history of any previous settlement efforts undertaken by the parties. The mediation session can be held wherever the parties agree. Sometimes it can be held at the mediator's office or at the office of the attorney for one of the litigants. It is not uncommon at the beginning of a mediation session for the mediator to gather the parties in the same room for purposes of reviewing the "ground rules" and for allowing each party to make some opening remarks. At the conclusion of this "joint session", the mediator will separate the parties into different rooms. The mediator will then conference separately with each party. The amount of time that the mediator conferences with each party can vary and can often be lengthy. It is not uncommon for parties to wonder why the mediator is spending so much time conferencing with the opposing side. It is during these private conferences that the mediator "goes to work". The mediator, needing to be very good listener, will allow the participants to tell their "side of the story". The mediator will provide the litigants with his/her view of the case, including an opinion as to the legal issues involved and the monetary value of the claim being asserted, where money damages are involved. This process continues until (a) the conclusion of the agreed upon time for the mediation session, (b) the parties have reached a resolution, or (c) the mediator and the parties agree that a resolution cannot be achieved. It is important to emphasize that without express permission from a party, the mediator will not share what was discussed during the private conference with the opposing side. The participants to the mediation need to feel comfortable discussing the matter openly and freely with the mediator. Simply stated, each individual in mediation needs to gain the mediator's trust and vice versa. Once that trust is established, the hope is that the parties will be more amenable to looking at their dispute from a different perspective. What makes mediation an attractive alternative to the court system is that the process is not binding. The parties are free to accept or reject the mediator's recommendation. In some written agreements, mediation might be a required precursor to proceeding to a binding arbitration process. Where no written agreement controls the dispute, the parties are free to proceed with commencing a formal court action or can agree to submit their claim to binding arbitration. Mediation can be a very productive ADR mechanism, the results of which depend on the effectiveness of the selected mediator and the parties' willingness and desire to resolve their dispute quicker and more economically.

By: Scott M. Ceurvels, Esq. 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 points out, and various other sources corroborate, it is estimated that only one-third (1/3) of Americans have a Will in place overall. That number further declines among certain demographics, with less than one-fourth (1/4) of Black and Hispanic Americans having a Will. There are numerous reasons why so many Americans have not executed a Will of their own, from the number or value of assets one does (or doesn't) have to being "too young" or even assumptions surrounding what happens "automatically" upon one's death without a Will, just to name a few. Regardless of the reason, the fact remains that well over half of Americans don't have a Will in effect and, upon their death, will be reliant on State law to direct how their assets are distributed. Although not covered directly in the studies referenced above, another aspect of estate planning that is frequently addressed in conjunction with Wills are financial and health care planning documents that can be utilized to put some of the most sensitive and personal decisions in the hands of a trusted family member or friend in the event of a serious injury or illness that results in your incapacity. What Happens if I Die in New York Without a Will? Generally speaking, if you die without a Will in New York, any assets held in your individual name ("Probate Assets") will be distributed in accordance with the State intestacy laws. This excludes assets that pass by beneficiary designation and certain jointly-owned property ("Non-Probate Assets"). In New York, the State intestacy law provides that: If you are survived by a spouse and no children/grandchildren/etc., all of your Probate Assets will be inherited by your surviving spouse. If you are survived by a spouse and children/grandchildren/etc., the first $50,000 of Probate Assets will be inherited by your surviving spouse, and half of any remaining assets will go to your surviving spouse and the other half to your surviving children, grandchildren, etc. If you are not survived by a spouse but are survived by children/grandchildren/etc., all of your Probate Assets will be inherited by such children/grandchildren/etc. If you are not survived by a spouse or children, all of your Probate Assets will instead be inherited by your surviving parent(s). If you are not survived by either of your parents, then your Probate Assets will be inherited by any surviving siblings of yours, and so on. While there are a number of tax, asset protection, business succession and other more complex considerations that often drive estate planning, it is equally as important for the simple reason of ensuring that trusted individuals of your choice are designated to make your healthcare and financial decisions in the event you are unable to do so and that your assets are inherited in accordance with your wishes upon your death. If you do not have a Will or other estate planning documents in place, or have not updated or reviewed your estate planning documents recently, please contact Scott Ceurvels or the attorney at our firm with whom you work.