Members of a successful closely held limited liability company disagreed over the entity’s future. The entity engaged DeAngelis Legal to draft an operating agreement to address the parties’ concerns. The agreement substantially modified the fiduciary duties of loyalty and care, implemented comprehensive dispute resolution provisions and set various thresholds for management decisions, including dissolution.
Long-time Scottsdale client started a new venture and desired to grant key employees with equity incentive compensation based on the growth of the business. DeAngelis Legal assisted the client with evaluating alternative compensation plans, including bonus plans, phantom ownership and direct ownership. DeAngelis Legal also prepared a sample grant of interest with vesting provisions and [...]
Four months into complying with the Corporate Transparency Act (CTA), we have picked up a few tips that we thought would be helpful to pass along. Background. The CTA is a federal registration program for business owners administered by the Financial Crimes Enforcement Network (FinCEN). Compliance began January 1, 2024 and involves several disclosure requirements [...]
A closely held corporate client had previously established a sophisticated shareholders agreement that provided for the purchase and sale of the entity’s shares upon certain triggering events. The purchase price was funded with large insurance policies on the lives of the shareholders. Unfortunately, instead of naming the third-party trustee as the owner, the insurance agent [...]
Spring training was back in full swing this year, which meant agents were working hard and players were setting up their entities to hold endorsement deals and updating their estate plans before the season started. DeAngelis Legal created several new entities for players to assist them with managing their endorsements and drafted new estate plans [...]
Restaurant owner and operator desired to enter into a comprehensive LLC operating agreement addressing ownership, control and succession planning. DeAngelis Legal met with the parties to discuss alternatives and prepared a comprehensive LLC operating agreement in accordance with their desires.
Estate Planning Update January 2024 1. 2024 Annual Gift Tax Exclusion: increased to $18,000 per donor, per donee. 2. 2024 Gift and Estate Tax Exemption: increased to $13,610,000 per donor through 2025, see #6, an increase of $690,000. 3. Marital Deduction for Transfers to U.S. Spouse: remains unlimited. 4. 2023 Generation Skipping Tax Exemption: increased [...]
Beginning January 1, 2024, the US Corporate Transparency Act (CTA) will require corporations, limited liability companies, limited partnerships, trusts and other similar entities to disclose beneficial ownership information to the Financial Crimes Enforcement Network (FinCEN), a bureau within the US Department of the Treasury. The CTA aims to enhance financial transparency and strengthen anti-money laundering [...]
Scottsdale couple desired to update their estate plan and corporate records. Complicating the planning were a mix of community and sole and separate assets, including a legal practice, long-standing construction company, children from a previous marriage and less than complete corporate records. DeAngelis Legal worked with the couple to identify their objectives, discuss alternatives and [...]
Long time physician client decided to pursue temporary short term “locum tenens” work in lieu of W-2 employment at a hospital. DeAngelis Legal reviewed the client’s objectives, evaluated alternative forms of entity (corporation, llc, or llp) and prepared and filed the documentation necessary to form an Arizona corporation with a Subchapter “S” election. The client’s [...]
