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.
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.
Compliance with state and federal employment laws is always an important consideration when an employer merges with or acquires another company. In industries with high rates of consolidation, companies tend to have heightened union concerns and may even draw the attention of lawmakers who want to ensure that employees are being treated fairly during and after the sale of a business.
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.
In California's highly competitive tech industry, it can be difficult for smaller and mid-sized companies to compete with the likes of Google and Apple. Large companies that have dominated for years tend to absorb much of the local talent, while smaller startups in Silicon Valley struggle to get a leg up. Sometimes you have to get out of the Bay Area to expand your tech business footprint.
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.
Few industries are as heavily regulated as the health care industry, and doctors, hospitals, practice groups, management companies, and other health care entities have to address potential liabilities on a daily basis. To avoid legal disputes, it is important that health care professionals have legal counsel with experience in health care law.
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.
If you or another party has breached a contract, then it must be determined whether the breach is material or immaterial in order to determine the appropriate remedy. An immaterial breach typically involves a minor error that results in little if any actual harm. A material breach undermines the purpose of the contract and may lead to damages being paid by the breaching party.
Businesses merge for a variety of reasons. The basic idea behind merging is synergy -- that the combined performance and value of the companies will exceed the value of each company's individual parts.