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Midyear Tax Planning
As we approach the middle of the year, this is the perfect time to consider tax planning for your business and whether you need to make any changes to your current tax strategies. More >
Estate tax planning prevents heirs from having to liquidate estate
Readers may have heard that the Housing of Representatives passed a bill last month that would repeal the estate tax. The bill, which passed on a vote of 240 to 179, is largely backed by Republicans, with Democrats mostly voting against the measure. Although the proposal is unlikely to pass all the way through the legislative process, it is interesting to ponder how it would affect small businesses. More >
Member Rights in Kentucky Limited Liability Companies
All members of Kentucky Limited Liability Companies, whether they hold a majority or minority membership interest, have rights under Kentucky statutory and common law, but these rights may be modified, curtailed or extended to a nearly unlimited extent by the provisions of the operating agreement. In this post, we will briefly discuss various rights afforded to members of Kentucky LLCs, which are less statutorily-defined than other corporate rights under state law. More >
Asset vs. Stock Purchase: Basic Asset Purchase Agreement Provisions
An asset purchase agreement ("APA") is the heart of an acquisition, the document where the terms of the deal are struck. The terms of an APA will impact, among other things, the actual cost to the buyer, the amount received by the seller and the parties' obligations to each other for possibly years after the consummation of the sale. This post will begin a discussion of the various provisions of an asset purchase agreement and how the terms agreed to can favor one party to a transaction over the other, beginning with a brief look at terms that concern assumed and excluded assets and liabilities. More >
Planning for Incapacity
While an estate plan has obvious uses - i.e., planning for the disposition of estate assets after the death of a testator - some of the lesser-known benefits of a well-written plan are the provisions that provide for both management of assets and instructions for personal care in the event of incapacity. More >
Cable merger prospects not looking good after FCC meeting
Nobody ever said—or should have said—that navigating a merger is an easy project. That has certainly proven to be the case for the proposed Comcast-Time Warner Cable merger. As we wrote back in December, the merger proposal has had a particularly difficult time here in Kentucky, with some local markets putting up resistance and ultimately rejecting the deal on various grounds. More >
Looking at those Amazon non-competes from a Kentucky perspective, P.2
In our last post, we began looking at a non-compete agreement Amazon has been imposing on warehouse workers, even temporary workers. We’ve specifically been looking at how the agreements might fare under Kentucky law. Having offered some brief comments on the non-compete agreement from the standpoint of several factors of Kentucky law, let’s look at a couple other factors. More >
Lessons from Law Firm Management: The Multigenerational Workforce
Today one of the more complicated challenges facing law firms is the ability to bridge cultural divides and expectations within a multigenerational workforce. Law firms are often comprised of a wide swath of generations, from partners in their early sixties nearing retirement to young associates in their mid-twenties. The McBrayer group is no different. While our oldest attorneys are Baby Boomers, our newest associates are Millennials, a generation of people who have come of age in the shadow of today's modern technology. To add to this mix is Generation X, sandwiched in between. Each generation brings with it its own life experiences and expectations about the culture of the firm, the amount of work required to be successful within the firm, and what it believes is the appropriate balance between work and life. Often times, these expectations do not appear compatible. However, reflexive leadership responds to these varying expectations and applies these unique generational characteristics in the ways that best serve the firm and its clients. More >
Looking at those Amazon non-competes from a Kentucky perspective
We’ve been talking about non-compete agreements on this blog, first focusing on the various factors judges consider when evaluating the legality of such agreements and then looking at the non-competes to which Amazon.com routinely subjects even temporary warehouse workers. As we noted last time, there are some who think that the Amazon non-compete agreements have a very broad applicability in terms of the type of work and the geographical location in which employees are barred from seeking work after leaving Amazon. More >
Estate Planning for the Digital Life
While individuals will eventually pass on, the internet is forever. Online accounts from games, apps and social media are becoming increasingly valuable. In an age of expanding online presence, estate planners and administrators should take into account the digital life of the client or the decedent, even if online accounts may not always trigger ownership or property issues. More >
