Long time Phoenix entrepreneurs started a new business venture and engaged DeAngelis Legal to assist with the preparation of a comprehensive operating agreement between the current owners and a phantom stock incentive plan for key employees. The operating agreement contained transfer restrictions, modified voting rights, buy-out provisions upon death, disability, bankruptcy and deadlock, a mechanism [...]
The Corporate Transparency Act dominated our days in November as clients dissolved unused entities, updated current entities and considered changes to their corporate structure. Making sure each entity’s records conformed with the records of the Arizona Corporation Commission and Secretary of State’s office turned out to be a larger project than most anticipated. In the [...]
On December 3, 2024, the U.S. District Court for the Eastern District of Texas issued a nationwide preliminary injunction temporarily blocking the enforcement of the Corporate Transparency Act (“CTA”) and its reporting rule (“Reporting Rule”). This ruling effectively halts the requirement for reporting companies to disclose beneficial ownership information to the Financial Crimes Enforcement Network [...]
An irrevocable trust held title to vacation properties and an operating fund used for family reunions. The trustee engaged DeAngelis Legal to assist with the trust administration. Certain members of the family desired to continue to use the property, while others were ready to liquidate the trust and distribute the proceeds. Unfortunately, title to the [...]
Phoenix high net worth couple on their second marriage engaged DeAngelis Legal to update their estate plan prepared by another prominent estate planning law firm. In addition to incorporating their changes, DeAngelis Legal reviewed their current plan, updated the language and eliminated ambiguous and sometime conflicting provisions between documents. DeAngelis Legal also worked with their [...]
Quinn crewed on the sailing yacht Yagiza in the 45th Rolex Middle Sea Race. The 600+ nautical mile route took him through a heavy squall the first afternoon that knocked many of the boats out of the race, a full day fighting the current in the Strait of Messina watching Mount Etna ever so slowly [...]
Connelly and Buy-Sell Agreements – Is it time for a new strategy? On June 6, 2024, the Supreme Court of the United States decided the case of Connelly v. United States, 144 S. Ct. 1406. The Connelly decision significantly impacts business succession planning using buy-sell agreements funded with life insurance. The Court (i) disregarded the valuation [...]
Most businesses utilize form documents with customers, suppliers or vendors developed and obtained from different industry sources over time. While form documents are good reference points, the agreements should be reviewed to ensure the terms are internally consistent and comply with Arizona law. Often, we find provisions which are ambiguous, have undefined terms or are [...]
It started out as a good deed, turned into a two-year battle and resulted in a happy accident for this Arizona couple. Lack of business acumen of the opposing party, no documentation, poor accounting, differing legal systems and language barriers made this a difficult matter to resolve. DeAngelis Legal worked with the client’s US accountants [...]
DeAngelis Legal was engaged by a Scottsdale couple to assist them with a business divorce from their co-owner. The owners wanted to end their working relationship with each other and looked for alternatives to dissolving or selling the entity to a third party. However, the parties could not agree on terms or even the process [...]
