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A closely held corporate client had previously established a sophisticated shareholders agreement that provided for the purchase and sale of the entity’s shares upon certain triggering events. The purchase price was funded with large insurance policies on the lives of the shareholders.  Unfortunately, instead of naming the third-party trustee as the owner, the insurance agent named the entity as the owner of the policies, which caused a myriad of tax and valuation issues for the entity and its owners.  DeAngelis Legal created a new limited liability company to hold the policies and provide liquidity to the surviving shareholder upon the
Continue Reading March 2024 Insurance Holding Company

Spring training was back in full swing this year, which meant agents were working hard and players were setting up their entities to hold endorsement deals and updating their estate plans before the season started.  DeAngelis Legal created several new entities for players to assist them with managing their endorsements and drafted new estate plans for a couple young players.  Proper estate, business and career planning will provide them and their loved ones with peace of mind and security while preventing unnecessary headache and expense later.  Go Diamondbacks!
The post March 2024 Corporate Formations appeared first on DeAngelis Legal.
Continue Reading March 2024 Corporate Formations

Garren W. Carroll, Esq. has joined DeAngelis Legal as an attorney.  Garren has been practicing general business and estate planning law since 2005.  Prior to joining DeAngelis Legal he worked in private practice and as in-house counsel at a small start-up.
Garren regularly represents clients with their estate planning and probate matters, including simple wills, revocable trusts, powers of attorney and title issues. Over the course of his career he has also assisted small and medium-sized businesses with formation documents, corporate contracts and mergers and acquisitions.  Garren is a licensed attorney and a member of the State Bar of Arizona.
Continue Reading Welcome Garren Carroll!

Several clients had entities with little or no purpose, so we began the dissolution and termination process. In addition to starting the statute of limitations on potential claims and limiting the potential for fraud, cleaning up your corporate structure will make it easier to administer of your affairs upon a death or disability and avoids the necessity of filing under the new Corporate Transparency Act. Now is a great time to dig out those old entities and formally merge, dissolve or terminate them.
The post February 2024 Corporate Dissolutions appeared first on DeAngelis Legal.
Continue Reading February 2024 Corporate Dissolutions

High net worth Chandler couple asked for a review of their estate plan and associated estate taxes. DeAngelis Legal performed a comprehensive review of their finances and estate plan, including financial statements, trusts, and beneficiary designations on retirement accounts and life insurance. DeAngelis Legal identified several options for reducing their estate tax obligations by several million dollars, regardless of whether the Federal Estate Tax exemption is reduced at the end of 2025. DeAngelis Legal also prepared or reviewed the documents necessary to implement the revised plan.
The post February 2024 High Net Worth Estate Plan Review appeared first on DeAngelis
Continue Reading February 2024 High Net Worth Estate Plan Review

High net worth second marriage couple from Phoenix desired to review and update their estate plan, which included bequests of sole and separate property to each spouse’s children.    DeAngelis Legal reviewed the couple’s current estate plan, worked with their investment advisor and accountant to identify and resolve a variety of income tax, estate tax and logistical issues and prepared updated estate plan documents.
The post January 2024 High Net Worth Estate Planning appeared first on DeAngelis Legal.
Continue Reading January 2024 High Net Worth Estate Planning

Successor trustee desired assistance with the administration of a simple trust. During administration, the beneficiaries of the trust requested that the trustee modify the provisions of the trust, including altering the remainder beneficiaries, one of which was an incapacitated adult. DeAngelis Legal provided proper notice to creditors and beneficiaries, advised the trustee as to permissible alternatives during administration and reviewed and revised the non-judicial settlement agreement implementing the agreed upon solution. The end result permitted the trustee to liquidate the principal of the trust early and distribute the incapacitated adult’s share to a special needs trust for his benefit.
The
Continue Reading January 2024 Trust Administration

Ultra high net worth couple acquired the majority stake in a foreign entity holding real estate operated by the minority party. As is often the case in these arrangements, conflicts arose between the parties regarding the ownership, control and management of the property. Complicating matters were incomplete financial records and communication issues. DeAngelis Legal worked with the couple, their US tax team, foreign counsel, the entity’s foreign accountant and the third party to reach and document a resolution between the parties.
The post December 2023 Mergers and Acquisitions appeared first on DeAngelis Legal.
Continue Reading December 2023 Mergers and Acquisitions

Estate Planning Update
January 2024
1. 2024 Annual Gift Tax Exclusion: increased to $18,000 per donor, per donee.
2. 2024 Gift and Estate Tax Exemption: increased to $13,610,000 per donor through 2025, see #6, an increase of $690,000.
3. Marital Deduction for Transfers to U.S. Spouse: remains unlimited.
4. 2023 Generation Skipping Tax Exemption: increased to $13,610,000 per donor through 2025, see #6.
5. Top rate for Federal Estate, Gift and Generation Skipping Taxes: 40%.
6. National Topics:
a. The current Gift and Estate Tax Exemption is doubled to get to the amounts set forth above. It is anyone’s guess
Continue Reading January 2024 Estate Planning Update

Beginning January 1, 2024, the US Corporate Transparency Act (CTA) will require corporations, limited liability companies, limited partnerships, trusts and other similar entities to disclose beneficial ownership information to the Financial Crimes Enforcement Network (FinCEN), a bureau within the US Department of the Treasury. The CTA aims to enhance financial transparency and strengthen anti-money laundering efforts by detecting, preventing, and punishing terrorism, money laundering, and other misconduct through business entities.
Entities that were formed before January 1, 2024, will have to report by December 31, 2024.  Any new company formed after January 1, 2024, will need to report within 30
Continue Reading The Corporate Transparency Act (CTA) – New Year. New Requirements.

Co-owners of successful Arizona based closely held business disagreed about the entity’s future, its ownership and its management.  DeAngelis Legal reviewed the parties’ shareholder agreement and other corporate documents, advised the owner regarding various exit strategies and negotiated and implemented the ultimate sale of a non-controlling interest to a third party.
The post November 2023 Mergers and Acquisitions appeared first on DeAngelis Legal.
Continue Reading November 2023 Mergers and Acquisitions

Majority owner of Arizona based business desired to sell its interest to a third party. However, the minority owner and operator had different objectives. DeAngelis Legal met with the minority owner, reviewed the transaction documents and provided comments and suggestions to the minority owner to use in his employment agreement negotiations.
The post November 2023 Employment Agreement appeared first on DeAngelis Legal.
Continue Reading November 2023 Employment Agreement

During the review and update of a new ultra high net-worth Scottsdale couple’s estate plan, DeAngelis Legal identified estate tax issues, provided alternative solutions for achieving the couple’s charitable giving objectives and restructured their charitable giving to maximize the amount given to charities and the couple’s family members through changes to their revocable trust, retirement account beneficiary designations and life insurance beneficiaries.
The post November 2023 Charitable Giving appeared first on DeAngelis Legal.
Continue Reading November 2023 Charitable Giving

High net-worth Scottsdale couple asked for assistance with funding their revocable trust with complex closely held business interests, retirement accounts and life insurance. DeAngelis Legal assisted with the update of each entity’s corporate records and transfer them to their revocable trust. The updates included amendments to the operating agreement to comply with recent ownership changes and changes in Arizona LLC law, updating records with the Arizona Corporation Commission and assignments evidencing the ownership changes. During the funding meeting, DeAngelis Legal identified a potentially large estate tax obligation caused by life insurance owned by the couple. DeAngelis Legal worked with the
Continue Reading October 2023 Irrevocable Life Insurance Trust

High net worth Arizona couple had not reviewed their revocable trust in over ten years. The husband became ill and upon review, their advisors found the trusts to be ambiguous and tax inefficient. DeAngelis Legal worked with the couple and their adult children to evaluate and prepare a comprehensive and complex revocable trust. The new trust achieved the couple’s objectives on an estate tax efficient basis and addressed ownership and control issues associated with a successful family business.
The post October 2023 Complex Revocable Trust appeared first on DeAngelis Legal.
Continue Reading October 2023 Complex Revocable Trust