At the State Bar of Michigan's Upper Michigan Legal Institute 2014, attorney Marlaine Teahan spoke on various Probate and Estate Planning updates, including durable powers of attorney and the importance of including digital assets in estate planning.
- Importance of structuring - trading trust
- Role of ATO in insolvency of small business
- Liquidator actions to be mindful of
Presenter: Ben Sewell
Sewell & Kettle Lawyers
If you have further questions later please contact me
Email: bsewell@sklawyers.com.au
Avoiding Frostbite: A Primer on Canadian Employment, Immigration and Labour LawsNow Dentons
Andrea Raso Amer and Tony Schweitzer were invited to present this primer on Canadian Employment at a special CLE dealing with Canadian Labour and Employment in Philadelphia on July 17, 2012.
At the State Bar of Michigan's Upper Michigan Legal Institute 2014, attorney Marlaine Teahan spoke on various Probate and Estate Planning updates, including durable powers of attorney and the importance of including digital assets in estate planning.
- Importance of structuring - trading trust
- Role of ATO in insolvency of small business
- Liquidator actions to be mindful of
Presenter: Ben Sewell
Sewell & Kettle Lawyers
If you have further questions later please contact me
Email: bsewell@sklawyers.com.au
Avoiding Frostbite: A Primer on Canadian Employment, Immigration and Labour LawsNow Dentons
Andrea Raso Amer and Tony Schweitzer were invited to present this primer on Canadian Employment at a special CLE dealing with Canadian Labour and Employment in Philadelphia on July 17, 2012.
Why You Should Team Up and Make Friends: Your Professional Responsibilities W...Parsons Behle & Latimer
A presentation about the ethical and professional obligations when reviewing a potential personal injury matter and when associating with another firm on personal injury matters.
Investors in Integrated AG, Integrated CBD, and other Patrick Horsman Investment Programs who believe they suffered losses might be able to pursue claims against third parties that may have assisted, facilitated, or participated in the alleged misconduct.
Visit https://investorlawyers.org/patrick-horsman-investor-center/ for more information and important disclosures.
CAN I FILE BANKRUPTCY AGAIN EVEN IF I HAVE FILED BEFOREtonyturnerlaw
Got injured and looking for a personal injury lawyer in Orange Park, Florida? Let Law Office of Tony Turner help you return to the life. We are committed to helping you get the compensation you deserve with our wealth of knowledge and experience. For further details, visit tonyturnerlaw.com/
Creditor\'s Rights and Bankruptcy Issues in Real Estate Lawterigrasmussen
Discusses how creditors should deal with a recently filed case, the automatic stay, leasing, use and sale of assets, and nonbankruptcy remedies available to creditors, including receiverships, foreclosures, creditors\' bill, charging order, and assignments for the benefit of creditors
"Non-Qualified Deferred Compensation Plans" was presented by Tom Sigmund on December 18, 2014, at the CPA Mega Tax Conference.
Tom discussed the details of non-qualified deferred compensation plans, including social security taxes, informal funding and penalties.
Small Claims 2017: Essential Law, Winning Strategies for Lawyers & Paralegals Evelyn Perez Youssoufian
An employment law primer for paralegals and lawyers, including: Jurisdiction, Possible Claims, Human Rights, Employment Contracts, Wrongful Dismissal, including how to calculate reasonable notice
Settlement Agreements at a glance - a guide for employers. Lucy Truscott, senior associate at Kervin & Barnes, talks you through the key issues to be aware of when it comes to drafting and negotiating Settlement Agreements (formerly known as Compromise Agreements).
The seventh webinar presentation in the M&A Litigation Series examines successor liability and liability based on an alter-ego and other veil-piercing theories. Prevalent misconceptions on successor liability are discussed, as are third party claims against the post-merger entities.
On our agenda:
Myths and Misconceptions about Successor Liability
Veil-Piercing
Third Party Claims
The 2013 National Defense Authorization Act creates strong new protections for employees of federal contractors and subcontractors who “blow the whistle” on their own employers. The law encourages employees to report “gross mismanagement,” “gross waste,” “abuse of authority” and other misconduct related to federal contracts. Mark discusses these new protections.
Why You Should Team Up and Make Friends: Your Professional Responsibilities W...Parsons Behle & Latimer
A presentation about the ethical and professional obligations when reviewing a potential personal injury matter and when associating with another firm on personal injury matters.
Investors in Integrated AG, Integrated CBD, and other Patrick Horsman Investment Programs who believe they suffered losses might be able to pursue claims against third parties that may have assisted, facilitated, or participated in the alleged misconduct.
Visit https://investorlawyers.org/patrick-horsman-investor-center/ for more information and important disclosures.
CAN I FILE BANKRUPTCY AGAIN EVEN IF I HAVE FILED BEFOREtonyturnerlaw
Got injured and looking for a personal injury lawyer in Orange Park, Florida? Let Law Office of Tony Turner help you return to the life. We are committed to helping you get the compensation you deserve with our wealth of knowledge and experience. For further details, visit tonyturnerlaw.com/
Creditor\'s Rights and Bankruptcy Issues in Real Estate Lawterigrasmussen
Discusses how creditors should deal with a recently filed case, the automatic stay, leasing, use and sale of assets, and nonbankruptcy remedies available to creditors, including receiverships, foreclosures, creditors\' bill, charging order, and assignments for the benefit of creditors
"Non-Qualified Deferred Compensation Plans" was presented by Tom Sigmund on December 18, 2014, at the CPA Mega Tax Conference.
Tom discussed the details of non-qualified deferred compensation plans, including social security taxes, informal funding and penalties.
Small Claims 2017: Essential Law, Winning Strategies for Lawyers & Paralegals Evelyn Perez Youssoufian
An employment law primer for paralegals and lawyers, including: Jurisdiction, Possible Claims, Human Rights, Employment Contracts, Wrongful Dismissal, including how to calculate reasonable notice
Settlement Agreements at a glance - a guide for employers. Lucy Truscott, senior associate at Kervin & Barnes, talks you through the key issues to be aware of when it comes to drafting and negotiating Settlement Agreements (formerly known as Compromise Agreements).
The seventh webinar presentation in the M&A Litigation Series examines successor liability and liability based on an alter-ego and other veil-piercing theories. Prevalent misconceptions on successor liability are discussed, as are third party claims against the post-merger entities.
On our agenda:
Myths and Misconceptions about Successor Liability
Veil-Piercing
Third Party Claims
The 2013 National Defense Authorization Act creates strong new protections for employees of federal contractors and subcontractors who “blow the whistle” on their own employers. The law encourages employees to report “gross mismanagement,” “gross waste,” “abuse of authority” and other misconduct related to federal contracts. Mark discusses these new protections.
Materi Workshop Legal Due Diligence (LDD) yang di selenggarakan oleh EMLI Training. Materi di sampaikan oleh Bapak Dendi Adisuryo, beliau adalah Partner at ADCO Attorneys at Law.
Topics include:
- Recent Changes – HUD & Receiver
- Agency Law
Contract Formation
- License Law and Additional State Law
– Commercial Real Estate
- Estate Considerations
- Foreclosures and Lender-Owned Properties
- Land Banks
Show Me My Money (Reisenfeld & Company v. The Network Group Inc..docxedmondpburgess27164
Show Me My Money (Reisenfeld & Company v. The Network Group Inc., p. 313)
Why does the court see this case as involving a quasi-contract as opposed to an actual contract? What other case law does the court rely on in finding precedent/support for compensating Reisenfeld? Does this decision appear to follow the golden rule guideline set forth in Chapter 2 (pp. 27 and 28)? Describe another example of an implied-in-fact or quasi-contract that you have experienced or is mentioned in the text.
Note: please read all the information correctly before you begin the assignment I have also copy and paste pages 27 and 28 that you would need to complete the assignment.
CASE
13-3
REISENFELD & CO. v. THE NETWORK GROUP, INC.;
BUILDERS SQUARE, INC.; KMART CORP. U.S. COURT OF APPEALS FOR THE SIXTH CIRCUIT 277 F.3d 856 U.S. App. (2002)
Network Group (“Network”) was contracted by BSI to assist in selling or subleasing closed Kmart stores in Ohio. A few years later, Network entered into a commission agreement with Reisenfeld, a real estate broker for Dick's Clothing and Sporting Goods (“Dicks”). Dicks then subleased two stores from BSI. According to executed assignment and assumption agreements signed in November of 1994, BSI was to pay a commission to Network. Network was then responsible, pursuant to the commission agreement with Reisenfeld, to pay a commission of $1 per square foot to Reisenfeld. There was no direct agreement made between BSI and Reisenfeld.
During this time, Network's sole shareholder was defrauding BSI. This shareholder was convicted of several criminal charges stemming from his fraudulent acts. Network was ordered by the district court to disgorge any commissions received from BSI, and BSI was relieved of any duty to pay additional commissions to Network. As such, Reisenfeld never received his commission related to the Dicks sublease.
Reisenfeld sued in state court for the $160,320 in commissions he had not been paid. In addition to suing Network, Reisenfeld also named BSI as a defendant. The suit alleged, among other things, that based on a theory of quasi-contracts, BSI was jointly and severally liable for the commission.
JUDGE BOOGS: . . .
A contract implied-in-law, or “quasi-contract,” is not a true contract, but instead a liability imposed by courts in order to prevent unjust enrichment. … Under Ohio law, there are three elements for a quasi-contract claim. There must be: (1) a benefit conferred by the plaintiff upon the defendant; (2) knowledge by the defendant of the benefit; and (3) retention of the benefit by the defendant under circumstances where it would be unjust to do so without payment. …
There is no disagreement as to the first two requirements. It is clear that Reisenfeld's work as broker benefited BSI and that BSI was aware of the work Reisenfeld was doing. The disagreement rests on the third requirement—whether it would be unjust for BSI to retain the benefit it received without paying Reisenfeld for it. … U.
We recognize the amazing potential for business in Cameroon... However, American businesses and AmCham members encounter difficulties doing business in Cameroon. According to UN statistics, the United States is the leading investor in Cameroon in terms of dollars invested but enforcing contracts and corruption deters potential investors and impedes development.
Introduction to Commercial Contract DraftingEMLI Indonesia
Materi Workshop Contract Drafting yang disampaikan oleh Bapak Dendi Adisuryo yang memiliki background sebagai commercial lawyer akan memberikan pemahaman dan pandangan kepada peserta workshop mengenai beberapa segi hukum kontrak, norma kepatutan hukum kontrak dalam proses penyusunan kontrak serta mengenai kontrak atas transaksi bisnis yang bersifat lintas negara.
Non-competition and Non-solicitation ProvisionsKevin Learned
In this seminar we analyzed non-competition and non-solicitation provisions in the contexts of M&A transactions, employee/consultant relationships and subcontracting agreements. We addressed issues that arise in the drafting and negotiation of these provisions, as well as issues related to enforcement and litigation, with a particular emphasis on issues impacting federal service contractors who operate in the DC/MD/VA region.
Protecting Your Critical Customer Relationships and Trade SecretsAlexNemiroff
Are non-compete agreements really enforceable in our State? What are some special considerations in the financial and medical industries? Is injunctive relief available to protect our customer relationships and trade secrets? Can we terminate an employee and still enforce a non-compete agreement? Should we include a liquidated damages provision in our restrictive covenant agreements? What damages are available to our company should we prevail?
Insider Lease Agreements (Series: Fairness Issues in Real Estate-Based Bankru...Financial Poise
It is a common play in real estate to create a separate operating entity to serve as a tenant and execute a lease between the owner of the property and himself. Typically, this happens in assets which serve as a real estate-based business, such as a retail property. The structured enables the operator to reduce the taxable income of the business and also provide a liability shield for the property owner.
This arrangement can lead to some ethical issues, should the property owner become distressed. For example, is the lease amount above market and therefore being used to inflate the property valuation? Is rent actually being paid? Is there a proper lease in place or just an internal handshake? Attorneys need to understand the set-up in order to know what is in bounds and what is outside the lines.
To view the accompanying webinar, go to:https://www.financialpoise.com/financial-poise-webinars/insider-lease-agreements-2021/
Home Inspector's Insurance & Risk Management - July 19, 2013Gerald Brunker
Home Inspector professional liability, general liability and other applicable insurances for home inspectors. Risk management tips and hints and home inspector claim information.
Similar to Legal Concerns of the Entrepreneur (20)
Business Law Basics: What Every Business Person Should KnowSalene Kraemer
The basics of Business Law. Concepts every business person should be aware of. Every other slide is a personal photo that I added to make this presentation more palatable. ENJOY
IWIRC Talks: An In-Depth Look at Social MediaSalene Kraemer
Powerpoint presentation that gives an in-depth overview of how to utilize different social media platforms. Presentation given during IWIRC Spring program (4/24/14)
Social Media Advice for the High School StudentSalene Kraemer
slides from presentation given at Weir High School to educate about how to use social media responsibly, by Salene Kraemer, Business lawyer, and Jim Davis, Hancock County prosecutor
The Liquidating Chapter 11 Power Point (10.16.09)Salene Kraemer
This is the powerpoint slide presentation I prepared for a panel that spoke 2 years ago at PBI conference in Pittsburgh. I personally could not make panel appearance due to death in family.
1. Legal Concerns for the Entrepreneur By Salene Mazur Kraemer, Esquire, MBA, CTP-D Pittsburgh, PA 15241 412.427.7075 phone, 412.221.3658 fax www.mazurkraemer.com salene@mazurkraemer.com 1 MAZURKRAEMER LAW
2. Overview A. Getting Started B. Corporate Formation & Formalities C. Hiring Employees or Contractors D. Regulatory Compliance E. Raising Money F. Intellectual Property G. Corporate Counseling H. Contract Drafting & Review I. Product Liability, Warranties, Advertising J. Business Torts K. E-Commerce L. Exit Strategies 2 MAZURKRAEMER LAW
3. A. Getting Started 1. Leave Current Employment 2. Startup, Acquisition (stock or assets), Franchise 3. Business Plan 4. Location Selection 5. Hiring Professionals 6. Choose Business Entity 7. Forming the Board 3 MAZURKRAEMER LAW
4. Leave Current Employment Covenant Not to Compete Trade Secrets Invention Assignment Agreement Misappropriation of Company Resources Non-Solicitation Agreement MAZURKRAEMER LAW 4
10. Considerations Number of Owners Type of Owners Personal Liability Protection Tax status Governing Agreement Flexibility re: management/governance Flexibility re: profit/loss allocations, as well as cash distribution Securities concerns- additional investors? Liquidation of entity MAZURKRAEMER LAW 7
11. Hiring Professionals Accountant Graphic Design Artist Website developer/hosting IT consultant PR firm/social media consultant Insurance Banker Lawyer (Corporate, IP, FDA, etc. ) Printer Benefits Company MAZURKRAEMER LAW 8
12. B. Corporate Formation Documents Articles or Certification of Incorporation or Formation or Partnership Written Consent of Sole Incorporator Unanimous Consent of Board of Directors Corporate Minute Book Stock Certificates Docketing Statement Application for EIN Name Reservation in State Incorporated and Where Intend to Do Business Fictitious Name Filing Certificate of Authority to Do Business in Other States Publication of Authority to Do Business in State Voting Agreements, Necessary Tax Forms Shareholders Agreement, Partnership Agreement, Operating Agreement Buy-Sell Agreement 9 MAZURKRAEMER LAW
13. C. HR Issues-Hiring Employees & Contractors Employment Agreements Consulting Agreements Covenant Not to Compete Policy/Handbook Discrimination Prevention Pre-employment application/screening Wrongful discharge v. employee at will Equity compensation 10 MAZURKRAEMER LAW
14. Employee v. Independent Contractor TEST IC- 1) control the outcome of a piece of work and the means and manner of achieving the outcome; 2) Offer services to public at large, not just one business IMP-employer does not have to pay social security or Medicare, unemployment insurance or workers’ comp for employee, no benefits, no retirement Lower paid, lower skilled often considered employees MAZURKRAEMER LAW 11
15. Important Legislation Civil Rights Act OSHA National Labor Relations Act ADA Age Discrimination Family Medical Leave Act Fair Labor Standards Act EEOC MAZURKRAEMER LAW 12
16. Reduce Litigation Risk Pre-employment recruiting materials Careful interview and screening process Consistent job evaluations during course of employment Have written employment or independent contractor agreements MAZURKRAEMER LAW 13
17. D. Regulatory Compliance Local, state (foreign or domestic), federal level Zoning approval, permits and licenses Insurance Government 14 MAZURKRAEMER LAW
18. E. Raising Money Business plan Private placement memo Stock Purchase Agreement/Subscription Agreement Securities Compliance (both Federal and States) Loan agreements (term v. revolver v. secured) UCC filings, Security Agreements Guaranty agreements 15 MAZURKRAEMER LAW SOURCES: *Private investors (self, friends, family, angel investors) *Venture capital financing *Credit (term loan or revolver) *Strategic alliances, joint ventures *Loan funds *Issue common stock, preferred stock, bonds
19. F. Intellectual Property Basic Forms Patents Trademarks Copyright Trade Secret 16 MAZURKRAEMER LAW
20. IP Issues Continued Trade Secret Proprietary Information Program Confidentiality or non-disclosure agreements Non-competition and non-solicitation agreements Invention Assignment Agreement Trademark, Service Marks-brands, logos, packaging or designs that are used to distinguish its goods and services Registered Internet domain name Copyright for text, graphic, software, audio or film materials, such as manuals or promotional or training materials Licensing Agreements International? MAZURKRAEMER LAW 17
21. G. Corporate Counseling Board Formation Legally required Selection, number, frequency of meeting, diversified, outside v. interested, compensation Synergy, credibility Fiduciary Duty of Care to corporation and shareholders (BIOTC) Duty of Loyalty (no self-dealing, no usurp corp opportunity) Duty of Care (“reasonable man” test) Business Judgment Rule (disinterested, informed, shifts burden) D&O Insurance Indemnity Agreement (officers) 18 MAZURKRAEMER LAW
22. H. Contract Drafting & Review Commercial Property Leases Equipment Leases Agreements of Sale for Property Loan Agreements Sale of Goods (Supply Agreement, Distribution Agreement, Purchase Order) Engagement letters Customer Contracts Consignments Management Agreement Requirements and Outputs Contracts 19 MAZURKRAEMER LAW
23. Contract Law Basics Basic elements (offer, acceptance, consideration) UCC v. Common Law Contract theories (breach of contract, unjust enrichment, promissory estoppel, restitution) Oral, written, implied Statute of Frauds (goods over $500, real property, contract longer than 1 years, pre-nup, assumption of debt) Remedies MAZURKRAEMER LAW 20
24. Remedies $ or Equitable (specific performance, injunction, recission) Expectation Reliance Restitution Consequential (foreseeable) Liquidation Punitive MAZURKRAEMER LAW 21
25. Material Contract Terms Who are the parties? Duties and Obligations Payment Terms Duration Termination Warranties and Representations Indemnification Boilerplate provisions MAZURKRAEMER LAW 22
26. Boilerplate Provisions Notice provisions Governing Law Waiver of Jury Trial Amendment Assignment Attorneys’ Fees Litigation v. Arbitration or Mediation MAZURKRAEMER LAW 23
28. I. Product Liability, Warranties, Advertising Warranties (express (not puffing), implied warranty of merchantability, implied warranty of fitness for a particular purposes) Limitation of Liability, AS IS clauses Products liability for defective products sold in dangerous or defective condition (strict liability, chain of distribution, design defect, warnings) False or Misleading Advertising Successor Liability Defenses (comparative fault, assumption of risk) 25 MAZURKRAEMER LAW
29. J. Business Torts Negligence (duty of care, breach, cause, damages) Intentional Torts (false imprisonment, IIEM, defamation, appropriation, trespass, nuisance, fraud/misrep, conversion, interference with K’l relations, unfair competition) Vicarious Liability/respondeat superior Strict Liability (ultrahazardous and products) Toxic Torts (exposure to harmful substances) Defenses, Damages, J/S Liability, Contribution 26 MAZURKRAEMER LAW SM
30. K. E-Commerce Basic terms of use (favorable linking, information usage, disclaimers, liability limitation, dispute resolution and forum selection provisions) Clickwrap agreements Passive or "brochureware" website vs. selling goods or services online Cookies Permission Data security Illustrations or photos Restricted territories 27 MAZURKRAEMER LAW