I will describe the pros and cons of dealing with indemnification obligations of the seller and, to a lesser extent, the buyer, as well as briefly explaining the risk-reduction benefits that can be achieved by the seller under a well-crafted indemnification term in the LOI. Finally, I will examine the last term in the sample LOI, which addresses the seller’s employees.
During the last legislative session, California enacted two new laws that may change the choice of entity decision for licensed contractors, surveyors and engineers. Starting September 30, 2010, SB 1008 allows engineers and land surveyors to operate their businesses as limited liability partnerships (“LLPs”).
Happily, in Private Letter Ruling 201029039, the IRS determined that any benefit to the shopping mall, perhaps in the form of increased traffic and sales for those who came to view the art, was incidental and tenuous compared to the benefit to the public.
Many tenants are likely to see a big shift in their balance sheets in coming years. The Financial Accounting Standards Board (FASB), together with the International Accounting Standards Board, has proposed a comprehensive set of changes in the generally accepted accounting practices (GAAP) for leases.
Kathryn Andrews gave a presentation to the Sonoma County Bar Association on September 21, 2010, on “Valuation of Minority Interest in an Involuntary Dissolution.” This is a hot, but widely misunderstood, topic of particular importance in this economic climate. You can see a her presentation outline here.
In the final day of the 2010 legislative session, the California Senate voted down a proposed statewide ban on single use plastic bags, known as AB1998. The final vote was 14 senators in favor and 21 opposed to the ban. Governor Schwarzenegger had indicated he would sign the bill into law, if passed. The legislation could be re-introduced next year.
Starting January 1, 2011, tax-exempt organizations with gross receipts normally under $25,000 will be required to file an electronic annual information return with the California Franchise Tax Board.
The California Supreme Court’s review of Save the Plastic Bag Coalition’s case against the City of Manhattan Beach may become moot. The California Senate Appropriations Committee is holding hearings on a new bill (AB1998) that would effectively impose a statewide ban on plastic bags for supermarkets, convenience stores, food marts and pharmacies with over 10,000 square feet of retail space.
Many cities in California, starting with San Francisco, have enacted or are considering bans on plastic shopping bags. The Save the Plastic Bag Coalition has been striking back. Its case against the City of Manhattan Beach was recently accepted for review by the California Supreme Court.