Friday, December 9, 2016

Proposed Overtime Rule Will Not Go Into Effect December 1, 2016


By: Jennings, Strouss & Salmon, P.L.C. Labor & Employment Law Attorneys

A Federal Judge in Texas has issued a nationwide injunction blocking the Department of Labor's new overtime rule that would have affected more than 90,000 Arizona workers. The rule was set to go into effect across the country on December 1, 2016.

The Department of Labor sought to update the overtime rules to "keep up with our modern economy" by raising the salary threshold (below which all workers must receive overtime pay) from $455 a week to $921 a week or $47,892 a year. The rule was challenged in two lawsuits - one by the U.S. Chamber of Commerce and the other by more than twenty states - in an attempt to delay the effective date or completely stop the new overtime rule altogether.

In a 20-page decision, U.S. District Court Judge Amos L. Mazzant ruled that the plaintiffs stood a significant chance of ultimately prevailing in the case and that they would suffer serious financial harm if the rule was put into effect as scheduled. The court held that the Obama administration overstepped its authority by, among other reasons, raising the salary threshold as high as it did.

The rule was expected to affect more than 4 million workers across the country.

Arizona employers with questions about the current overtime laws should speak with a qualified employment law attorney.

______________________________________________________________________

Employers have many options for hiring labor and employment legal representation; however, unlike Jennings, Strouss & Salmon, few encompass the reputation, history, experience, and full-service functionality under one roof.

Minimum wage and overtime issues under the Fair Labor Standards Act create unique challenges for employers. We offer creative solutions and swift litigation support. From internal compliance audits to Department of Labor investigations, we guide clients through the maze of regulations to ensure they comply with the ever changing laws, and defend clients facing wage and hour litigation in both individual and collective claims.

Our labor and employment attorneys are also experienced at handling the wide-range of employment issues that challenge businesses, big and small. They regularly assist clients in hearings before numerous administrative agencies, such as the EEOC, OSHA, NLRB, OFCCP, U.S. Department of Labor, Arizona Civil Rights Division, and the Arizona Department of Economic Security. In addition, our labor and employment attorneys are skilled litigators, defending clients in all types of lawsuits brought before state and federal courts (both trial and appellate). They also assist our clients in resolving disputes through negotiation, mediation, arbitration, early neutral case assessment and other alternative dispute resolution techniques.

For assistance with any of your labor and employment needs, please contact one of our experienced labor and employment attorneys:

John J. Egbert - johnegbert@jsslaw.com - 602-262-5994
Chris M. Msaon - cmason@jsslaw.com - 602-262-5817
Lindsay G. Leavitt - lleavitt@jsslaw.com - 602-262-5825
Otto S. Shill - oshill@jsslaw.com - 602-262-5956
John "Jack" Sestak, Jr. - jsestak@jsslaw.com - 602-262-5827
A Federal Judge in Texas has issued a nationwide injunction blocking the Department of Labor's new overtime rule that would have affected more than 90,000 Arizona workers. The rule was set to go into effect across the country on December 1, 2016.

The Department of Labor sought to update the overtime rules to "keep up with our modern economy" by raising the salary threshold (below which all workers must receive overtime pay) from $455 a week to $921 a week or $47,892 a year. The rule was challenged in two lawsuits - one by the U.S. Chamber of Commerce and the other by more than twenty states - in an attempt to delay the effective date or completely stop the new overtime rule altogether.

In a 20-page decision, U.S. District Court Judge Amos L. Mazzant ruled that the plaintiffs stood a significant chance of ultimately prevailing in the case and that they would suffer serious financial harm if the rule was put into effect as scheduled. The court held that the Obama administration overstepped its authority by, among other reasons, raising the salary threshold as high as it did.

The rule was expected to affect more than 4 million workers across the country.

Arizona employers with questions about the current overtime laws should speak with a qualified employment law attorney. - See more at: http://www.jsslaw.com/news_detail.aspx?id=521#sthash.h8QoM33T.dpuf
A Federal Judge in Texas has issued a nationwide injunction blocking the Department of Labor's new overtime rule that would have affected more than 90,000 Arizona workers. The rule was set to go into effect across the country on December 1, 2016.

The Department of Labor sought to update the overtime rules to "keep up with our modern economy" by raising the salary threshold (below which all workers must receive overtime pay) from $455 a week to $921 a week or $47,892 a year. The rule was challenged in two lawsuits - one by the U.S. Chamber of Commerce and the other by more than twenty states - in an attempt to delay the effective date or completely stop the new overtime rule altogether.

In a 20-page decision, U.S. District Court Judge Amos L. Mazzant ruled that the plaintiffs stood a significant chance of ultimately prevailing in the case and that they would suffer serious financial harm if the rule was put into effect as scheduled. The court held that the Obama administration overstepped its authority by, among other reasons, raising the salary threshold as high as it did.

The rule was expected to affect more than 4 million workers across the country.

Arizona employers with questions about the current overtime laws should speak with a qualified employment law attorney. - See more at: http://www.jsslaw.com/news_detail.aspx?id=521#sthash.h8QoM33T.dpuf
A Federal Judge in Texas has issued a nationwide injunction blocking the Department of Labor's new overtime rule that would have affected more than 90,000 Arizona workers. The rule was set to go into effect across the country on December 1, 2016.

The Department of Labor sought to update the overtime rules to "keep up with our modern economy" by raising the salary threshold (below which all workers must receive overtime pay) from $455 a week to $921 a week or $47,892 a year. The rule was challenged in two lawsuits - one by the U.S. Chamber of Commerce and the other by more than twenty states - in an attempt to delay the effective date or completely stop the new overtime rule altogether.

In a 20-page decision, U.S. District Court Judge Amos L. Mazzant ruled that the plaintiffs stood a significant chance of ultimately prevailing in the case and that they would suffer serious financial harm if the rule was put into effect as scheduled. The court held that the Obama administration overstepped its authority by, among other reasons, raising the salary threshold as high as it did.

The rule was expected to affect more than 4 million workers across the country.

Arizona employers with questions about the current overtime laws should speak with a qualified employment law attorney. - See more at: http://www.jsslaw.com/news_detail.aspx?id=521#sthash.h8QoM33T.dpuf

Wednesday, December 7, 2016

Patrick F. Welch Featured in La Reforma


While attending the Arizona Mexico Commission / Comision Sonora Arizona Summit in Hermosillo, Sonora, JSS attorney, Patrick Welch, was interviewed in Spanish by Mexico City's major newspaper La Reforma as part of an article highlighting the Summit and the importance of Arizona-Mexico trade and investment.

See the piece here.
While attending the Arizona Mexico Commission / Comisión Sonora Arizona Summit in Hermosillo, Sonora, JSS attorney - See more at: http://www.jsslaw.com/news_detail.aspx?id=520#sthash.nOnSTdI6.dpuf
While attending the Arizona Mexico Commission / Comisión Sonora Arizona Summit in Hermosillo, Sonora, JSS attorney - See more at: http://www.jsslaw.com/news_detail.aspx?id=520#sthash.nOnSTdI6.dpuf
While attending the Arizona Mexico Commission / Comisión Sonora Arizona Summit in Hermosillo, Sonora, JSS attorney - See more at: http://www.jsslaw.com/news_detail.aspx?id=520#sthash.nOnSTdI6.dpuf

Thursday, December 1, 2016

Notes on Post-Election Transfer Tax Planning


By: Jennings, Strouss & Salmon, P.L.C.
Prior to the election, we were advising our estate planning clients regarding the bleak prospects of reduced valuation discounts under the IRC §2704 proposed regulations and the potential rollback of the Unified Credit under what many had assumed would be a Democratic administration. My how times have changed. Now we are re-evaluating our various preelection strategies to determine which might still be viable if the Trump administration makes good on its campaign promise of repealing estate taxes. It should be noted that both the Trump tax proposal and the House Republicans “Better Way” plan advocate repeal of the “death” tax. But the provisions governing the repeal seem to differ somewhat. The Trump version would repeal estate taxes, but does not mention GST or gift taxes, whereas the House plan would repeal estate taxes and GST, but does not mention gift taxes.

The Trump tax plan would also impose a capital gains tax on appreciated assets (excluding small businesses and family farms) that are held until death, and are valued at over $10 Million (although it is unclear whether that capital gains tax would be imposed at death or upon subsequent disposition of those assets by the heirs of the estate in the form of a carry-over basis as to those assets). The House plan retains the current basis step-up at death concepts. How these substantial differences are reconciled in the final bill can only be guesswork.

Meanwhile, the 2704 proposed regulations have received much comment and criticism from the business and tax professional community, and, according to most commentators, will likely not get finalized in their proposed form or, perhaps, in any form, in the near future.

Even if Congress and President Trump can reach agreement on the transfer tax repeal or reform, there is no assurance that the Senate can get sufficient votes for cloture under its rules, or that the bill can get through the Senate under the budget resolution or reconciliation legislation exception with less than the required sixty votes. Enactment may take some time and the effective date of the final provisions may be phased in, thus mitigating any benefits of that repeal or reform for transfers that occur prior to full effectiveness of the repeal or reform.

Finally, even if full repeal of the federal transfer taxes is effectuated, those or similar tax regimes may be revived sometime in the future. Any plans implemented before the repeal may, or may not, result in tax savings under any such revived tax regime.

Some of the pre-election planning for clients included proposed inter-family gifts or other transfers. Some clients were motivated to make gifts before the Section 2704(b) regulations could materially alter available discounts. Others had important goals beyond tax savings. Making decisions in a changing environment is always challenging, and each family must consider its own goals in making them. Here are some factors that we suggest you should consider:

1. The perceived value of any and all non-tax benefits arising under the plan, including, perhaps, asset protection, business succession, or asset management issues;
2. The additional costs to be incurred in the implementation of the plan;
3. The annual maintenance and compliance costs and inconveniences relating to the plan;
4. The expected term or duration of the plan;
5. The amount of anticipated disruption or distortion in family relationships associated with the plan; and
6. The impact of any state inheritance or estate taxes to which the client might be exposed.

The decision of whether to proceed with, modify or abandon pre-election planning is not simple and certainly requires individual analysis on a client by client basis. We intend to continue to monitor and analyze these developments, and, particularly, the impact upon estate planning projects that are currently underway. For our clients who do not already have some sort of planning in process, we suggest that you review your current estate plan and consider whether it still reflects your wishes and meets your current needs. If you would like our assistance with that review, please contact us.

Disclaimer: This communication is for informational purposes only, and is not intended to substitute for the reader obtaining and acting upon tax advice that is specific to the circumstances of the taxpayer as obtained from the taxpayer’s own professional.
_____________________________________________________________________
The Tax, Estate Planning and Probate attorneys at Jennings, Strouss & Salmon, P.L.C. have decades of experience in successfully advising businesses, business owners and high wealth individuals in structuring transactions to achieve optimum business and tax results, and in defending them in audits and court proceedings before federal and state taxing agencies.

Rich Smith - rsmith@jsslaw.com - 602.262.5972
Bill Clarke - wclarke@jsslaw.com - 602.262.5886
John Christian - jchristian@jsslaw.com - 602.262.5805
Jack Rudel - jrudel@jsslaw.com - 602.262.5951
Otto Shill - oshill@jsslaw.com - 602.262.5956
Paul Valentine - pvalentine@jsslaw.com - 602.262.5940

Friday, November 11, 2016

Thank You, Veterans (Infographic)


Jennings, Strouss & Salmon, P.L.C. is honored to employ both veterans and family members of veterans. 


Monday, October 24, 2016

Jennings, Strouss & Salmon Expands Litigation and Attorney Ethics Practice with the Addition of Jessica L. Beckwith




PHOENIX, Ariz. (October 24, 2016) – Jennings, Strouss & Salmon, P.L.C., a leading Phoenix-based law firm, is pleased to announce that Jessica L. Beckwith has rejoined the firm as an associate in the Commercial Litigation department as well as the Ethics, Professional Licensing and Discipline Law Group.
 
Prior to returning to Phoenix and Jennings Strouss, Beckwith spent several years practicing law in California. She began her legal career at Jennings Strouss in 2008 as a Summer Associate, and was subsequently hired to the firm full-time as an Associate in 2009. Beckwith focuses her practice on commercial litigation, lawyer professional responsibility, state bar complaints, legal ethics, and bar admission and licensing issues.
“We are pleased to welcome Jessica back to Jennings Strouss,” stated John C. Norling, Managing Attorney of Jennings, Strouss & Salmon. “Being familiar with the firm has made her integration seamless, and she is already providing valuable assistance to our commercial litigation and professional responsibility departments.”
In addition to commercial litigation and professional responsibility, Beckwith has experience assisting clients with real estate, environmental and public agency matters. She also has experience in working for the State Bar of California, Office of the Chief Trial Counsel, as both Deputy and Senior Trial Counsel, representing the State Bar of California and the Committee of Bar Examiners.
“After having the opportunity to begin my legal career at Jennings in 2009, I’m thrilled to move back to my hometown of Phoenix and rejoin this highly regarded firm,” said Beckwith. “I have spent the last six years practicing in Los Angeles gaining valuable experience that I will now use in my role at Jennings Strouss. I have always maintained strong ties to my hometown Phoenix community and am excited to once again serve the needs of clients in the Phoenix area and elsewhere.”
Beckwith is actively involved in community and business organizations in and around Phoenix and nationwide. She is currently a member of the Association of Professional Responsibility Lawyers, the Arizona Women Lawyers Association and the Association of Discipline Defense Counsel. She also is a member of the American Bar Association’s Center for Professional Responsibility, as well as a member of the Notre Dame Club of Phoenix. Her past affiliations include sitting on the Board of Directors for the Notre Dame Club of Phoenix from 2009-2010 and as a member of the Professional Responsibility and Ethics Committee of the Los Angeles County Bar Association from 2014-2016.
Beckwith earned a J.D. from Loyola University Chicago School of Law in 2009 and a B.A. from the University of Notre Dame in 2006, receiving the distinction of cum laude.

About Jennings, Strouss & Salmon, P.L.C.
Jennings, Strouss & Salmon, P.L.C., has been providing legal counsel for over 70 years through its offices in Phoenix and Peoria, Arizona; and Washington, D.C. The firm's primary areas of practice include agribusiness; automobile dealership law, bankruptcy, reorganization and creditors’ rights; construction; corporate and securities; employee benefits and pensions; energy; family law and domestic relations; health care; intellectual property; labor and employment; legal ethics; litigation; professional liability defense; real estate; surety and fidelity; tax; and trust and estates. For additional information please visit www.jsslaw.com and follow us on LinkedIn, Facebook, and Twitter.

The firm’s affiliate, B3 Strategies, assists clients with lobbying and public policy strategy at the local, state, and federal levels. For more information please visit www.b3strategies.com.

~JSS~
Contact:  Dawn O. Anderson | danderson@jsslaw.com| 602.495.2806

Wednesday, October 19, 2016

Wednesday, October 12, 2016

Energy Companies Need to Ready Themselves for New CFTC Position Limits Regime









A recent public statement by Timothy Massad, the Chairman of the Commodity Futures Trading Commission (“CFTC” or “Commission”) indicates that the CFTC still plans to finalize its position limits rule before the end of the year. The rule, which is many years in the making, has taken multiple forms since first being proposed in response to the enactment of the Dodd-Frank Act and struck down by a court.  It is intended to limit speculative trading, thereby mitigating risks of market disruptions or manipulation.  Most recently, the CFTC issued a Supplemental Proposal that would delegate to the exchanges (or, in CFTC parlance, “Designated Contract Markets”) the ability to grant bona fide hedge exemptions from not only the exchanges’ own position limits but also federal position limits set by the CFTC.                                                                                  

Many comments filed on the Supplemental Proposal praised the concept of delegating this function to the exchanges, which have experience implementing limits and understand the markets in which contracts are traded on their platforms. This concept initially was seen as welcome relief from a relatively narrow list of enumerated bona fide hedge exemptions proposed previously by the CFTC.   But, concerns remain about details of the proposal, including potential restrictions on what the exchanges can and cannot declare to be a bona fide hedge, boundless CFTC review of determinations made by the exchanges, intrusion into the exchanges’ traditional role of granting exemptions from their own limits (such as when those exchange limits fall below federal limits or there are commodity contracts without a federal limit), new data requirements, and reporting burdens.      

Below are a few examples of concerns raised in comments: 

·         Restraining Commission Reversal of Exemptions.  A common concern relates to the CFTC’s proposal to review at any time and potentially reverse an exchange’s decision to grant an exemption. Commenters were troubled particularly by the CFTC’s announcement that if the CFTC disagreed with an exchange’s decision to grant an exemption, the market participant who applied for the exemption would have to unwind its position in potentially less than one business day.  Among other reforms, commenters suggested that:  (1) a time limit be set on Commission review to promote regulatory certainty;  (2) any Commission review be noticed to the public with an opportunity for comments; (3) an appeals process be established;  (4) a hedge be added to the CFTC’s list of enumerated bona fide hedges for all similarly-situated hedgers to rely upon if the Commission affirms a previously non-enumerated bona fide hedge; and (5) the required unwind time be significantly longer than one business day, especially when a market is illiquid or approval is necessary from an energy market participant’s governing board or state/local regulator to change a commercial risk management policy.

·         Expanding list of enumerated bona fide hedges. Commenters urged the CFTC to expand the list of enumerated bona fide hedges to include cross-commodity and anticipatory merchandising hedges as well as to acknowledge explicitly, in the final rule, that an “economically appropriate” hedge is not limited to a hedge of a “price” risk  and that a hedge can still be bona fide if it reduces another type of commercial risk, such as an operational risk, product quality risk, liquidity risk, credit risk, locational risk or timing risk.  

·         Removing quantitative correlation test. In a prior CFTC Notice of Proposed Rulemaking (“NOPR”), the Commission proposed a quantitative correlation test for cross-commodity hedges to ensure that “fluctuations in value of the position in the commodity derivative contract, or the commodity underlying the commodity derivative contract, are substantially related to the fluctuations in value of the actual or anticipated cash position or pass-through swap.”  Specifically, pursuant to that NOPR, a cross-commodity hedge would only qualify as a bona fide hedge if the correlation between the daily spot price series for the target commodity and the price series for the commodity underlying the derivative contract (or the price series for the derivative contract used to offset risk) is at least 0.80 for at least 36 months.  Natural gas is a fuel input to electric generation and it is common for electric utilities to engage in cross-commodity hedges.  But, this test would likely disqualify the hedging of long-term electricity price exposure with natural gas derivatives contracts.  Accordingly, commenters urged the CFTC to clarify that the exchanges are not bound by this test and such a cross-commodity hedge qualifies as a bona fide hedge.

·         Removing Five-Day Hedging Restriction.  Commenters urged the Commission to eliminate a previously-proposed "five-day" restriction from its definition of "bona fide hedging position," which would require early liquidation of some hedges due to limiting language providing that "no such position is maintained in any physical delivery commodity derivative contract during the lesser of the last five days of trading or the time period for the spot month in such physical-delivery contract" (i.e., "expiry period").  Commenters argued that this rigid limitation is unnecessary and could leave commercial market participants exposed to risk during the expiry period.

·         Reducing burdens on end-users. Commenters asserted that the Commission should reduce regulatory burdens on end-users by, for example:  (1) providing a mechanism for exchange determinations of bona fide hedges to be maintained (rather than having to continuously re-apply for them) and extended more broadly to other commercial firms facing similar risks (rather than limited only to the individual applicant applying for the exemption); (2) removing unnecessary data requirements, such as a proposed mandate that an applicant for a hedge exemption provide three years of cash market information;  (3) avoiding duplicative recordkeeping and reporting requirements; (4) clarifying any position limits reporting forms that are required by creating a user’s manual for the forms; and (5) phasing in compliance deadlines.

·         Refraining from Micromanaging Exchanges. Some commenters expressed concern that the Supplemental Proposal intrudes too far into the exchange’s operations, with a plethora of proposed new regulatory requirements that, at least in the absence of further clarification, might apply not only to exemptions from federal position limits set by the CFTC but also exemptions granted by the exchanges from their own limits.  A few commenters urged the CFTC to simply use its existing authority to review and enforce exchange rules, rather than superimpose a new set of regulatory requirements on the exchanges.     
 
Although it is anticipated that the CFTC may phase in compliance requirements, energy companies should get up to speed now on the CFTC’s proposal and ready themselves for the issuance of this final rule before the end of the year. 

Friday, September 16, 2016

Prepare Early to Successfully Manage a Tax Audit - Part III


By: Otto S. Shill, III.

 
This is the last installment of a three part series discussing the basic tools business owners and managers need to be successful in tax audits.  Part I discussed the need for business owners and managers to understand the financial details of the business.   Part II explained why owners and managers should actively participate in decisions concerning how financial results are reported to government agencies. This final segment focuses on how to use professional advisors effectively in a tax audit situation.

 
Using Competent Professional Advisors is a Must.

Even with proper preparation and knowledge, today’s tax laws are far too complex to navigate without competent accounting and legal advice. When a business owner engages in a significant transaction, or knows ahead of time that the tax treatment of a transaction is likely to be reviewed by the government, he or she should involve a qualified accountant and tax attorney early in the planning process to ensure the maximum protection in the event of an audit. 

Accountants are trained to understand tax rules and regulations, and how taxing agencies expect to see transactions reported on tax returns. For example, simply choosing the correct form of reporting can significantly reduce audit risk. Tax returns communicate the tax results of transactions to the government; therefore, tax laws limit the time that the government has to challenge the position taken on a particular tax return, as long as the return discloses sufficient information to advise the government of the transaction and its treatment. There is an art to providing enough information to satisfy that standard, while keeping the information succinct enough to minimize the risk of further questions from the government. Remember, even an audit that finds no errors in reporting can be costly to defend. 

Hiring a competent tax attorney is also a critical part of successfully navigating today’s complex regulatory environment. Tax attorneys understand the tax laws and nuances of regulatory and judicial interpretations of those laws; therefore, working with a tax attorney when planning transactions with significant tax implications is critical so that the structure and documentation of the transaction supports the desired tax result. Also, while attorneys may or may not prepare tax returns, they can help to establish the legal basis for a return reporting position by offering research, advice, and formal opinions regarding proposed or completed transactions. Attorneys are particularly trained to understand when a tax reporting position may be developed in anticipation of litigation. In that circumstance, it may be appropriate to engage a tax attorney to handle a matter and to have that tax counsel employ the services of an appropriate accountant. The result of this arrangement is that the accountant’s work is attorney-client privileged work product and not generally available to the government or third parties. For the same reason, owners and managers should employ a competent tax attorney early in the audit process when an they have reason to know or suspect that reporting positions may not be resolved at the administrative level.  

Any tax audit can result in disputed issues, which can end up in litigation before the U.S. Tax Court, U.S. Federal District Courts, or state or local courts. Such cases are won only with admissible evidence skillfully applied to demonstrate to taxing authorities and the courts the correctness of the taxpayer’s position. In this context, a tax return is evidence of a taxpayer’s position, but does nothing to establish it as correct. The taxpayer’s right to take a reporting position must be established with credible source documents, testimony, bank records, other similar evidence, and legal authority. Once an issue is supported in that way, it is the burden of the government to disprove the taxpayer’s entitlement to the claimed position. A tax attorney can be invaluable in identifying the particular items of evidence that support a return reporting position and in persuading an agency or the court to accept that position. Often, accountants and enrolled agents are not licensed to practice before the courts, and the assistance of a tax attorney will be critical to the success of the case. If litigation is likely to be the end result of an audit, business owners and managers should employ tax counsel early so that counsel has the opportunity to assemble the evidence. Bringing counsel in at the last minute to argue a case without that opportunity is not likely to be effective and many attorneys will not accept such an engagement because of the low likelihood of success. 

Conclusion. 

Today’s regulatory environment is filled with complex rules and procedures enforced by government agencies. Tax laws in particular contain many complexities and nuances that are not necessarily intuitive to the untrained observer. Many current tax rules can be fully understood only by comprehending the historical context in which they arose. The marketplace is replete with a variety of advisors willing to offer tax advice or to resolve tax debts. Many are reputable and some are not. Using advisors because of the tax savings they promise is often a path to financial disaster. While some tax collections cases can be resolved through relatively simple procedures, most businesses must take a much more proactive approach to avoiding costly fights with the government and the associated professional costs, interest, and penalties.  

Successful business owners and managers need to understand the financial aspects of their businesses in depth and must be able to identify allegations of a tax auditor that do not match the financial realities of the business. Successful business owners  and managers will also take an active role in determining how transactions affecting their businesses are reported to government agencies. Finally, successful business owners and managers will establish professional relationships with competent, reputable accountants and tax counsel to plan transactions, support and develop reporting positions, prepare audit and litigation evidence and make persuasive arguments before administrative agencies and the courts.

 

Otto Shill is a member of the Tax, Estate Planning and Probate practice group at Jennings Strouss & Salmon, P.L.C.  He is a certified tax specialist and represents businesses, business owners and high wealth individuals in transaction matters and before the administrative agencies of state and federal governments in matters related to taxation, compensation and benefits, employment and government contracting.  Mr. Shill can be reached at oshill@jsslaw.com.

The tax attorneys at Jennings Strouss & Salmon, P.L.C. have decades of experience in successfully advising businesses, business owners and high wealth individuals in structuring transactions to achieve optimum business and tax results, and in defending them in audits and court proceedings before federal and state taxing agencies.

 

 

 

Monday, September 12, 2016

Chris Mason Featured in Small Biz Daily



Jennings, Strouss & Salmon attorney, Chris Mason, is featured in Small Biz Daily.

Read the full article: Sexual Harassment in the Workplace

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Chris Mason is a labor and employment law attorney at Jennings, Strouss & Salmon, P.L.C. He counsels employers and management on all aspects of labor and employment law, including traditional labor matters, such as collective bargaining and union organizing; restrictive covenants; employment discrimination; sexual harassment; whistleblowing; retaliation; wrongful termination; personnel policies; reductions in force; trade secrets; duty of loyalty; drug and alcohol testing; and other state and federal laws, rules, and regulations. He is also an experienced litigator, representing clients in Arizona, federal, and appellate courts, as well as before administrative agencies, including the National Labor Relations Board, the Department of Labor, the Equal Employment Opportunity Commission, the Arizona Civil Rights Division, and the Department of Economic Security.

Thursday, September 1, 2016

Arizona Expands Securities Exemptions for New Companies


By: Arati Thaly



Are you forming a limited liability company (LLC) or a limited partnership (LP) in Arizona?  Do you anticipate issuing ownership interests at the time of formation?  If the answer to these questions is yes, then effective August 6, 2016, the offer and sale of those ownership interests may be exempt from registration under Arizona’s blue sky laws. 

Arizona’s blue sky laws, namely the Arizona Securities Act (the Act), require any securities offering to be registered before those interests are sold or offered for sale within or from Arizona, unless the security or the transaction is exempt from the Act’s registration requirements.  

Prior to August 6, organizers of a corporation could issue shares to up to 10 “incorporators” if (1) they did not intend to sell those shares to others and (2) the shares are in fact not directly or indirectly sold to a third party within 24 months, unless there is a change of financial circumstances.  

This exemption is known as the “Incorporator Exemption”.  It did not help owners of LLCs or LPs, however, until now.

Beginning August 6, 2016, the Incorporator’s Exemption has been expanded to include the issuance and delivery of securities of a LLC or LP to the original organizers or general partners subject to the same two conditions.  
 
The Incorporator’s Exemption is available only at organization.  Therefore, it is crucial to take steps to properly document the initial organizers’ status as “original incorporators, organizers, or general partners” prior to organizing the company.  

The securities attorneys at Jennings Strouss regularly work with Founders in organizing companies, helping them to raise capital in compliance with the securities laws and doing business transactions tailored to individual needs.  For more information on securities exemptions, restricted stock purchase agreements or securities offerings generally, you can reach Arati Thaly at athaly@jsslaw.com (602) 262 5920.  

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Arati Thaly focuses her practice in the areas of corporate and securities law. She works with both public and private companies on a broad range of issues including securities offerings, mergers and acquisitions and corporate governance matters. She can be reached at athaly@jsslaw.com.