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Posts tagged "Sales & Dissolutions"

California Cities and Counties are Poised to Substantially Increase Assessment of Documentary Transfer Taxes on Stock Transfers in Corporate Entities

In an opinion handed down on June 29th, the California Supreme Court held that notwithstanding the legislature's decision against localities imposing excise taxes on transfers in ownership of stock, it did, however, intend for localities to impose documentary transfer taxes on stock transfers in property-holding entities. In particular, the Court held that Cal. Rev. & Tax. Code §§ 64(c) and (d) applied to transfers for consideration resulting in more than 50% ownership of voting stock in any partnership, LLC, or other entity where the stock transfer effectively changes the owner of the beneficial interest in real property. Unless the stock transfers concern an entity federally-taxed as a partnership and the transfer does not result in a technical termination of that partnership, a city or county is empowered to ignore the corporate form, reassess the underlying real property, and impose documentary transfer taxes for every property held therein. While documentary transfer taxes can be de minimis in amount in cases concerning an individual property, this decision could have a substantial impact on the purchase of large entities, both in and out of bankruptcy. Practitioners who oversee the purchase and sale of business concerns should take note that cities and counties are poised to assert documentary transfer taxes on a range of stock transactions in the future. A copy of the published opinion 926 North Ardmore Avenue, LLC v. County of Los Angeles is available by hyperlink here.

Asset sale during bankruptcy keeps retailer in business

If your business has taken on heavy debt that could easily become unmanageable, then you may have a number of debt relief options. For many businesses, Chapter 11 bankruptcy is too costly and time-consuming to make economic sense. For other companies, however, Chapter 11 offers the protections needed to get the business back into profitability.

Article 9 of Uniform Commercial Code a cost-efficient tool for struggling businesses

Many struggling businesses need the protections offered by Chapter 11 bankruptcy, but Chapter 11 is not the right choice or even feasible for every business with heavy debt. Chapter 11 is highly procedural and costly in terms of money and time, and there may be better options for debtors and creditors alike.

Don't sign off on a real estate deal without good legal counsel

Whether you're considering the sale or purchase of a commercial or residential property, there is much at stake in real estate transactions. To protect your interests, it is crucial to have a real estate law attorney cover your legal bases. A lawyer can negotiate the terms of the deal and document the transaction with a detailed contract.

Restless shareholders seek more control in California banks' boardrooms

In February the Federal Deposit Insurance Corp., regulator of banks and insurer of deposits, reported that revenue from lending and fees was growing at a much faster rate at community banks, whose core clients are often small businesses, than for the banking industry in general.

When liquidating your business assets is the best option

When you make the decision to close your business, it may not be feasible to sell, merge with another company or transfer ownership. In these situations, the best option may be to liquidate all company assets. Before choosing this option, it is vital to have a well thought out plan in place to help ensure an efficient and cost-effective process.

Safeway-Albertsons merger to be finalized

Back in August 2014 we discussed some of the details of a potential supermarket merger of Safeway and Albertsons. The deal was approved by shareholders last year, and more recently the merger was cleared by the Federal Trade Commission.

How can a buy-sell agreement protect California business owners?

Business owners may need to sell or dissolve their companies for any number of reasons: retirement, divorce, disability, bankruptcy, disputes with partners, or just the desire to do something different. Whatever the reason may be, you'll need to cover your legal bases if you intend to sell all or part of your business.

Protecting against liabilities in commercial real estate transactions

Buyers of commercial real estate are not protected by the same consumer protection laws as buyers of residential real estate. Purchase and Sale Agreements can be drafted to include a variety of Seller representations and warranties; however many commercial real estate properties are sold on an "As Is" "Where Is" basis without, or with very limited representations or warranties. The Buyer is on his/ or her own to conduct necessary and appropriate due diligence.

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