Financial Future

Being a Maryland business lawyer practicing in Howard County, Md, along with surrounding Md counties, in the past 30 years, I have experienced loads of successful business purchases as well as nightmares.

Here is a listing of various, but surely not every single one, of the pitfalls and issues involved in the buying and/or selling of a business:
1. A small amount or no consideration to the tax influences of the purchase: Reflect on not simply how the goodwill will be allocated between Buyer and Seller, but the selection of the sort of entity that obtains the business. Consider capitalizing versus undertaking loans so that the resources used to establish the business and left within the business are not hard to pay back to the owner. Consider methods of depreciation and the benefits of electing S Corp status.

2. Broker/Agent issues: The Purchaser’s failure to appreciate that the Broker is often the agent of the Seller and is not watching out for the wellbeing of the Purchaser/Buyer. The Broker wants the deal to get through at any cost to the Purchaser so long as the Agent obtains the commission for the sale. Accepting from the Agent that the sales contract is ”standard” and does not need to be reviewed by a attorney.

3. Failure of the Purchaser to guard the new company from assuming the debts of the Seller: There are various ways to approach this subject, such as buying the assets of the business and utilizing the Bulk Transfer Act. It’s best for you to have an legal professional represent you.

4. By agreeing to put a factual statement within the Sales Contract between Buyer and Seller that the business’s income is so much per month, the Seller doesn’t understand that the Seller has made a binding obligation/ representation in which the Seller will be required to reimburse costs if the statement is untrue.
5. If you are not represented by a attorney: Not realizing that the Buyer’s lawyer is not representing you and that, in fact, is just looking out for the welfare of the Buyer.

6. Failure to understand upon the sale of inventory, documents, goods, products, and equipment that the State of Maryland may possibly be entitled to sales tax upon the sale of a company or profession.
7. Doing a background check on the Seller to be positive the Seller is reliable, does not have a criminal history or has previously sold the company to someone else.

8. The Buyer’s failure to reveal security interests that are not known to the Buyer but that under the laws of this state are presumed identified because they are of public record.

9. Financing the Buyer who has a bad credit risk or who has no personal legal responsibility because the loan is not personally assured by the Purchaser. If the Buyer is married, it is tremendously important to have the Buyer’s spouse guarantee and be personally accountable on the loan in the occasion of default.

10. Short term lease: Prior to entering into a sales agreement, make the sales contract dependent on extending the current lease for the period and terms that will best shield your business. You don’t want to be building up a corporation at the initial place and to find that your landlord will not extend the lease. Instead, the landlord will profit from the goodwill you have developed and lease the premises to someone else or to himself.

11. Restrictive Covenant: The need to preclude the Seller from opening the same company nearby.

The above issues are simply a few of the pitfalls that Buyers deal with when buying a corporation and you want a business lawyer to deal with these concerns as well as numerous others.
Contact Fredric G. Antenberg, a Maryland business lawyer located in Columbia, Maryland, and practicing business law in Howard County, Md and surrounding Maryland counties. Call me for an consultation at 410 730 4404. Or visit our Business Page Columbia Business Law Lawyer of our website or have a look at our other areas at Howard County Business Attorney.

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If you find yourself in need of the services of an immigration solicitor, you want to be certain that you are getting the right person for the job. Our guide takes you through the key questions you should ask before hiring your immigration solicitor. Firstly, you should ask them for references from previous clients. This will tell you how satisfied others have been with their services and give you a good idea about their experience in dealing with similar cases in the past.

It’s also really important that you can contact your solicitor easily if you need to, so ask them about the procedure for this. Also ask them how they would intend to get in touch with you about updates in your case. This is important as you need to know as soon as there is news – immigration cases can take months or even years to be resolved and so there may be periods when you don’t hear from your solicitor, but you need to know how they’ll contact you.

It can also be a good idea to ask them for their opinion on your case before you hire an immigration solicitor. More than this, it can be useful to get the opinions of several solicitors so you can compare the similarities of their responses. This will help you determine both the competence of your chosen solicitor and the likelihood of finding success through your legal proceedings. You should never be ashamed of choosing to go elsewhere or get a second opinion.

You should also ask the solicitor how much they think your case will cost. Of course, it is hard to be specific about the cost up front as different cases take different amounts of time, but all good immigration solicitors will happily give you a breakdown of their costs and how they work out the charges. This will help you decide if pursuing the case with them is something you can afford or if you should to get a second opinion to see if it would be cheaper elsewhere.

Before agreeing to hire a particular immigration solicitor you should also try and get several opinions to find out how long different solicitors think your case is likely to take. It can be useful for you to know how long you’ll be likely to wait as some immigration cases can drag on for years. Having different viewpoints on how long it will take will help give you a clearer picture on the likely length of proceedings and ensure that your chosen solicitor is acting with your best interests in mind.

Now Try – Immigration Solicitor

It is the end of January and the forecast for today is sunny with a high around 70 degrees. This change in the temperature probably conjures up in the mind of every avid boater and watercraft owner the thought of de-winterizing their boat and heading to the lake or at least getting their boat ready for the next warm weekend.

Many boat owners on occasion allow others to operate their boat on the water. Therefore, every owner must recognize the law of their state as it applies to liability when allowing others to operate your boat or personal watercraft. This would necessarily include personal watercrafts and other water motorized crafts.

Oklahoma has certain laws in this regard. The Oklahoma Boating Safety Act particularly deals with liability of watercraft owners when they allow others to operate their boat. It first must be recognized that any boat owner who operates their craft negligently and causes property damage to another’s property or injures another person while operating their boat may be held liable for damages pursuant to Oklahoma Law. However, the issue becomes as to whether or not a person loaning his boat or personal watercraft to another may be held liable for that persons negligence. The Oklahoma Boating Safety Act gives us guidance in that regard. Section 4215 of the act states as follows:

“The owner of a vessel shall be liable for any injury or damage occasioned by the negligent operation of such vessel, whether such negligence consists of a violation of the provisions of the statutes of this state, or the violation of any municipal ordinance, or neglecting to observe such ordinary care and such operation as the rules of the common law require. The owner shall not be liable, however, unless such vessel is being used with his express or implied consent. Nothing contained herein shall be construed to relieve any other person from any liability which he would otherwise have.”

The implication of this statutory language means that in the case you allow another to operate the boat or personal watercraft you own and that person is negligent in the operation of the boat and causes personal injury or property damage to another, the boat owner can be found liable for the personal injury or property damage caused. Additionally, because most boating accidents are alcohol related, a boat owner could be subject to punitive damages over and above compensatory damages even when they were nowhere around their boat or did not cause the accident. This should make a boat owner, at least in Oklahoma, very leary of loaning his boat or personal watercraft to another. At least the boat owner or personal watercraft owner must keep in mind how important it is to make sure the person operating your boat or personal watercraft is competent in the crafts operation and has not consumed alcohol immediately prior to the operation of your boat or personal watercraft.

A boat owner also must keep in mind that they, in an effort to protect themselves, should obtain liability insurance on their boat and if they allow others to operate their boat or personal watercraft to make sure that the liability insurance also covers them in the case of negligence due to a permissive user of their boat.

This article has been written on behalf of TulsaLawyerAdvice and LawyerAdviceNow.

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“License” in immovable property can be summarized as a personal (In-Personam), permissive, nontransferable and unassignable contractual right to use a property in a certain agreed way for a certain agreed purpose. if you do not follow that, you will get Suspended License

According to some scholars, the legal instrument of “License” in immovable properties was developed to deal with the legal complications of lease and rental rights under Indian law. In particular, this legal instrument was developed to enable property owners to restrict lessees and evict them more easily. The main difference between a license and a lease is that a license does not create a right in property itself, therefore eviction is practically immediate and hassle free.

Still, many property owners that intended to protect themselves by entering a leave a license agreement (i.e. a license agreement to use an immoveable property for a certain purpose), find themselves facing court decisions ruling that their agreement was in fact a lease agreement. Some of the mistakes made by such property owners may be avoided.

The first thing to do is to understand what a license really is.

THE LEGAL DEFINITION OF LICENSE

The Indian legislator defined the legal definition of “license” in section 52 of The Indian Easement Act, 1882, as follows:

“Where one person grants to another, or to a definite number of other persons, a right to do or continue to do, in or upon immovable property of the grantor, something which would, in the absence of such rights, be unlawful, and such right does not amount to an easement or an interest in the property, the right is called a license.”

The Indian Supreme Court filled this definition with essence in the famous decision of Associated Hotels of India Ltd. vs. R.N. Kapoor [AIR 1959 SC 1262] as follows:

“Under the aforesaid section [*section 52 of The Indian Easement Act], if a document gives only a right to use the property in particular way or under certain terms while it remains in the possession and control of the owner thereof, it will be a license. The legal possession, thereof, continues to be with the owner of the property, but the licensee is permitted to make use of the premises for a particular purpose. But for the permission, his occupation would be unlawful. It does not create in his favour any estate or interest in the property”.

According to the above, the main characteristics of license are: License does not generate a proprietary right (In-Rem) in the property, but only a personal-contractual right; license may not be transferred or assigned; License can be created by permission only, whether express or implied; License does not create any estate or interest in the property.

GRANTING A LICENSE

Two preliminary questions that rise when entering into a Leave and License agreement are who can grant a license and how a license is granted.

The first question is answered in section 53 of The Indian Easement Act, 1882, that states that a licensee may be granted by anyone in the circumstances and to the extent in and to which he may transfer his interests in the property affected by the license. In other words, one cannot grant a license and one cannot receive a license if the licensor does not possess a sufficient lawful interest in the property.

The second question is answered in section 54 of The Indian Easement Act, 1882, that states that a the grant of a license may be express or implied from the conduct of the grantor, and an agreement which purports to create an easement, but is ineffectual for that purpose, may operate to create a license. This definition is very important. Owners of properties should mind that their behavior may create a license, even without a formal license agreement.

TERMINATION AND REVOCATION OF LICENSE

The Indian Easement Act, 1882, includes several important clauses related to the termination and revocation of a license.

The first important clause is section 59 that states that when the grantor of the license transfers the property, the transferee is not bound by the license.

Another important clause is section 60 that states that a license may be revoked by the grantor, unless it is coupled with a transfer of property and such transfer is in force, or if the licensee, acting upon the license, has executed a work of a permanent character and incurred expenses in the execution.

Another important clause is section 60 that states that a revocation of a License may be express or implied. According to this section, the grantor may revoke the license by simply preventing the access to the property or by transferring the property.

Section 62 to The Indian Easement Act, 1882, further state several occurrences that are deemed as revocation of license, including (but not only) the following occurrences: when the grantor ceases to have any interest in the property due to a cause preceding the grant; when the licensee releases the license, expressly or impliedly; where the period of the license ended; where the license was acquired on condition and the condition is fulfilled; where the property is destroyed or permanently altered by superior force I a way that the licensee can no longer exercise his right; where the Licensee becomes entitled to the absolute ownership of the property; and where the license is granted for a specified purpose and the purpose is attained, abandoned or becomes impracticable. As per the other occurrences, please review the act.

LICENSEE’S RIGHTS ON REVOCATION

The Indian Easement Act, 1882, includes several clauses that are intended to protect the licensee’s reasonable expectations where a license in revoked. The first important clause is section 63 that states that the licensee is entitled to receive a reasonable time to leave the property and to remove any goods that he was allowed to place on the property. The other important clause is section 64 that states that the licensee is entitled to recover compensation from the grantor where a license that has been granted for a consideration was revoked by the grantor before the licensee not due to a fault of the licensee before he had fully enjoyed the license,.

WORDING A LEAVE AND LICENSE AGREEMENT

Considering the various instructions of The Indian Easement Act, 1882, it may be concluded that a Leave and License Agreement should, among others, include the following clauses:

A. the Leave and License Agreement should explicitly state that the possession of the property shall remain with the grantor during the term of the agreement.

B. the Leave and License Agreement should explicitly state that there is no transfer of rights and interests in the property to the licensee.

C. the Leave and License Agreement should explicitly state that the granted license is an exclusive and personal license and may not be transferred or assigned by the licensee to any third party without the prior written consent of the grantor.

D. if the license is granted for a certain period or for a certain purpose or is subject to a certain condition, it means Get Driving License.you the Leave and License Agreement should explicitly state these period, purpose and condition.

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Each state has its own set of regulations that govern the selling of insurance policies and how loses on these policies are to be handled with an insured. Each state also has its own Insurance Commission which is in charge of making sure that insurance companies doing business in their state are following the insurance rules for that state. Just because there are regulations pertinent to insurance companies, it does not mean that insurance companies don’t sometimes engage in activities that are contrary to state law. When an insurance company violates these state mandated regulations governing insurance agreements, it may constitute a breach of the insurance policy or even be considered bad faith. The insurance company taking to much time in making a decision on a claim or requiring unreasonable actions or documentation from an insured to prove a claim can evidence bad faith.

In addition to the value of the claim itself, the remedy for an insurance company’s breach of the insurance policy, an insurance company acting in bad faith may also be liable for damages for causing emotional distress to the plaintiff and perhaps even punitive damages if their pattern of conduct is so outrageous to disturb the general public. Types of insurance policies where a breach of the policy or insurance bad faith may occur include: homeowner’s insurance, fire insurance, uninsured motorist insurance, commercial insurance, life insurance and health insurance policies. Types of actions can include the following types of insurance losses: fire loss, theft loss, flood loss, weather related loss, automobile loss, commercial losses, health claims and life insurance claims.

Should you be involved in a situation where your insurance company is denying your insurance claim, demanding unreasonable hoops for you to jump through or is dragging its feet in advising you if your claim is accepted or denied, you should engage the help of an experienced insurance dispute or insurance bad faith attorney. The experience you should look for in hiring an expert insurance attorney should be whether or not the lawyer has insurance experience. Such experience should be in the form of whether or not the attorney has previously represented insurance companies at some time in his practice. A well-seasoned and experienced insurance attorney will have many insurance cases under his belt and will be familiar with all the language of the insurance agreement. Such language is usually highly complicated and may be difficult for some to understand.

In addition to the experience an insurance attorney may have you also need to make sure that the insurance lawyer has the resources and funds to be put forward in any insurance breach of contract lawsuit or any insurance bad faith litigation. The cost alone in these types of cases could run into the 4 to 6 figure range. Such cost include the hiring of insurance experts to provide a coverage opinion in your action and to provide deposition testimony. In short, these types of cases can be very complicated, technical and expensive. Therefore, take care in hiring an insurance dispute attorney and an insurance bad faith lawyer.

To learn more about Tulsa Lawyer Advice contact a Tulsa Insurance Lawyer.

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