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Monthly Archives: March 2016

Selling your Business through a Charitable Remainder Trust – a Win-Win for Taxpayers and Charities – Part 2

Posted on Mar 29, 2016 in Estate Planning

As discussed last month, Husband and Wife created a Charitable Remainder Trust (“CRT”), contributed their corporate stock valued at $5,000,000 to the CRT and the Trustee later sold the stock.  No capital gains tax was paid because the CRT is a tax-exempt entity.  Once Husband and Wife contribute their stock to the CRT, they are entitled to a current charitable income tax deduction against other income.  But their contribution was valued at $5,000,000, so why is their deduction only $500,100?  Why can’t they deduct the entire $5,000,000 value?  The charitable deduction is limited because Husband and Wife opted to receive […]

Florida’s Fourth District Test for Determining Whether Shareholders May Bring Direct Actions Against a Corporation

Posted on Mar 22, 2016 in Complex Commercial Litigation

In the recent decision of Strazzulla v. Riverside Banking Co., Florida’s Fourth District Court of Appeal (“DCA”) has adopted a two-prong test for determining when shareholders may bring direct actions in their individual capacity against corporations, as opposed to derivative actions on behalf of the corporation.1 In doing so, the Fourth DCA follows the Third DCA’s 2014 decision in Dinuro Investments, where that court held similarly. 2 In Strazzulla, a group of shareholders filed a complaint against two of Riverside Banking Company’s directors for negligent misrepresentation and fraudulent misrepresentation, and against Riverside Banking Company itself, under a theory of vicarious […]

Collecting Rent from Commercial Tenants in Bankruptcy

Posted on Mar 11, 2016 in Complex Commercial Litigation

A commercial tenant files bankruptcy and stops paying rent. What should a landlord do? One option is to immediately file a motion for payment of administrative rent. Unless a tenant is a large, newsworthy national chain, a landlord usually finds out about a tenant’s bankruptcy through a notice in the mail. Unfortunately, for most landlords this means the tenant stops paying rent as well. Fortunately, commercial landlords are protected under the bankruptcy code by a provision that provides for the debtor to pay administrative rent to the landlord. However, the payment of administrative rent is not typically an automatic process.  […]

Loan Originator Compensation Rule under Dodd Frank

Posted on Mar 3, 2016 in Real Estate

The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act” or simply, “Dodd-Frank”) was enacted in July 2010 in response to the 2008 financial crisis. The Dodd-Frank Act created the Consumer Financial Protection Board (“CFPB”) as the primary regulatory body empowered to enforce new and existing lending regulations. In addition to enforcing new and existing lending regulations, the CFPB was designed to educate consumers and study the financial services and markets. One of the CFPB’s first endeavors was to enact the Loan Originator Compensation Rule (the “Rule”), which implements Dodd-Frank’s requirements, as set by Congress. The Rule functions […]