Entries by Derek Usman

FORMING A FLORIDA LLC – WITH YOUR SPOUSE

Creditors of a Florida single member LLC (“SMLLC”) are able to reach the assets of SMLLC by obtaining a charging order and then foreclosing on the member’s interest.  However, if an LLC has multi-members, creditors are limited to distributions that a debtor member would ordinarily receive from the LLC. To prevent a foreclosure of a […]

“Baseball” Arbitration for Commercial Leases

As a means to set a player’s salary when he became a free agent, the arbitration process became a mainstay in baseball. Similarly, a commercial lease should include a baseball arbitration clause to prevent a protracted dispute between the owner and tenant. Often a commercial lease uses fair market value as the method to determine […]

Taking Flight – Drone regulations

Unmanned aircraft systems (UAS) known as drones are readily available and can even be purchased at Target or Toys “R” Us. However the federal government deems drones to be aircrafts and subject to Federal Aviation Administration regulations. For one thing, all buyers must register their drone. Registration can be done online by completing a short […]

ONE MORE REASON FOR A NONCOMPETE AGREEMENT — INEVITABLE DISCLOSURE DOCTRINE

A noncompete agreement is a standard business agreement to prevent a former employee from competing against you upon his departure from the company. When such an agreement is not in place, employers have to scramble for a solution to prevent the former employee from disclosing confidential information to the new employer. In particular, litigators are […]

THE THREAT IS REAL – THE FIGHT FOR LIMITED LIABILITY IN ILLINOIS

Derek P. Usman, The Usman Law Firm, P.A.   The statutory provisions providing limited liability to shareholders of Illinois business entities were undermined recently when the Illinois Supreme Court endorsed “direct participation” as a viable theory of tort liability under Illinois law. In Forsythe v Clark USA, Inc., 2007 WL 495292 (Ill. Sup. Ct.), our […]

The Significance of Share Transfer Restrictions for Closely held Corporations

Derek P. Usman, The Usman Law Firm, P.A.   While public corporations thrive on share trading in a dynamic market, private corporations often seek to restrict transfer of their shares. In particular, entrepreneurial enterprises foster the inclusion of non-management investors. These silent partners of closely-held corporations often require protective measures for their interests. Therefore, a […]

SHAREHOLDER LOANS MADE SIMPLE

Derek P. Usman, The Usman Law Firm, P.A.   Shareholders of a corporation taxed under Subchapter S of the Internal Revenue Code may elect a “pass-through” taxation system. Subsequently, a corporation’s profits pass through directly to its shareholders on a pro rata basis and are reported on the shareholder’s individual tax returns.   The basis […]

INSIDE OUT – REVALUATION OF PARTNERSHIP CAPITAL ACCOUNTS

Derek P. Usman, The Usman Law Firm, P.A.   Foremost, a capital interest is a share of the value of partnership assets. Each partner has a separate capital account that generally tracks that partner’s investment in the partnership. The value of the capital account represents the partners’ distributive share of partnership equity (partnership assets minus […]

PHANTOM GAIN – IT’S MAGIC

Derek P. Usman, The Usman Law Firm, P.A.   “MINIMUM” GAIN ARISING FROM PARTNERSHIP NONRECOURSE DEBT Section 702(a) provides a list of items arising from partnership operations that are to be separately distributed to each partner. Subsequently, the partner takes into account his distributive share of the partnership items in determining his income tax.   […]