Scottsdale couple, each with children from a previous marriage, desired to update their general business and estate plans. DeAngelis Legal worked with the couple to design an overall plan that addressed their particular circumstances. DeAngelis Legal drafted the estate plan documents, which included a joint trust, an amended and restated separate property trust for one [...]
DeAngelis Legal assisted Scottsdale business with the review and revision of a consulting agreement for a large construction project. The agreement presented contained overly broad provisions shifting responsibility to the consultant. DeAngelis Legal provided comments and recommended language changes to the agreement to limit the indemnification provisions, clarify the insurance obligations, expand the termination provisions [...]
DeAngelis Legal assisted established Arizona business with the purchase of industrial real estate in Northern Arizona from a large multi-national corporation. DeAngelis Legal drafted and negotiated the letter of intent, purchase agreement and ancillary closing documents and coordinated the satisfaction of title insurance requirements. In addition, DeAngelis Legal created a separate structure for the entity [...]
Estate Planning Update January 2025 2024 Annual Gift Tax Exclusion: increased to $19,000 per donor, per donee. 2024 Gift and Estate Tax Exemption: increased to $13,990,000 per donor through 2025 (an increase of $380,000). See paragraph 6 below. Marital Deduction for Transfers to U.S. Spouse: remains unlimited. 2024 Generation Skipping Tax Exemption: increased to $13,990,000 [...]
On Dec. 26, 2024, the US Court of Appeals for the Fifth Circuit reinstated the nationwide preliminary injunction that enjoins enforcement of the Corporate Transparency Act (“CTA”), including the filing deadlines thereunder. The Fifth Circuit’s Dec. 26th order vacates the December 23rd order that had stayed the nationwide preliminary injunction pending the government’s appeal on [...]
On December 23, 2024, a three-judge panel of the Fifth Circuit Court of Appeals stayed the lower court’s nationwide injunction against the Corporate Transparency Act (“CTA”). The ruling effectively revives the immediate enforceability of the CTA and its reporting requirements. Just three weeks prior, on December 3, 2024, the U.S. District Court for the Eastern [...]
Long time Phoenix entrepreneurs started a new business venture and engaged DeAngelis Legal to assist with the preparation of a comprehensive operating agreement between the current owners and a phantom stock incentive plan for key employees. The operating agreement contained transfer restrictions, modified voting rights, buy-out provisions upon death, disability, bankruptcy and deadlock, a mechanism [...]
The Corporate Transparency Act dominated our days in November as clients dissolved unused entities, updated current entities and considered changes to their corporate structure. Making sure each entity’s records conformed with the records of the Arizona Corporation Commission and Secretary of State’s office turned out to be a larger project than most anticipated. In the [...]
On December 3, 2024, the U.S. District Court for the Eastern District of Texas issued a nationwide preliminary injunction temporarily blocking the enforcement of the Corporate Transparency Act (“CTA”) and its reporting rule (“Reporting Rule”). This ruling effectively halts the requirement for reporting companies to disclose beneficial ownership information to the Financial Crimes Enforcement Network [...]
Connelly and Buy-Sell Agreements – Is it time for a new strategy? On June 6, 2024, the Supreme Court of the United States decided the case of Connelly v. United States, 144 S. Ct. 1406. The Connelly decision significantly impacts business succession planning using buy-sell agreements funded with life insurance. The Court (i) disregarded the valuation [...]
