Quinn crewed on the sailing yacht Yagiza in the 45th Rolex Middle Sea Race.  The 600+ nautical mile route took him through a heavy squall the first afternoon that knocked many of the boats out of the race, a full day fighting the current in the Strait of Messina watching Mount Etna ever so slowly pass by, a beautiful sail by the active volcano Stromboli, and a fast and fun trip by Lampedusa before finishing second in IRC Class 4.  He enjoyed is time in Malta, with its rich history, great food and of course, great boat watching.
The post…
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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 determined under the redemption agreement because it did not qualify under one of the exceptions, (ii) agreed with the IRS that the proceeds of the life insurance increased the value of the business and (iii) that the value of the business was not offset by…
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Most businesses utilize form documents with customers, suppliers or vendors developed and obtained from different industry sources over time. While form documents are good reference points, the agreements should be reviewed to ensure the terms are internally consistent and comply with Arizona law. Often, we find provisions which are ambiguous, have undefined terms or are unenforceable. While this article focuses on liquidated damages provisions, other contract provisions that warrant further analysis include agreements to agree, restrictive covenants and indemnification provisions.
Compensatory Damages v. Punitive Damages
The general principle governing damages for breach of contract is that the non-breaching party is…
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It started out as a good deed, turned into a two-year battle and resulted in a happy accident for this Arizona couple.   Lack of business acumen of the opposing party, no documentation, poor accounting, differing legal systems and language barriers made this a difficult matter to resolve.  DeAngelis Legal worked with the client’s US accountants and tax advisors, the client’s foreign lawyers and accountants and opposing counsel to reach a global resolution without litigation.  The agreement resulted in the operators surrendering possession of the real property and our clients becoming the sole owners of two foreign entities holding a bed…
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DeAngelis Legal was engaged by a Scottsdale couple to assist them with a business divorce from their co-owner.  The owners wanted to end their working relationship with each other and looked for alternatives to dissolving or selling the entity to a third party.  However, the parties could not agree on terms or even the process for arriving at acceptable terms.  DeAngelis Legal worked with the other owner’s attorney to identify areas of agreement and narrow the issues holding up a transaction.  After evaluating numerous alternatives the parties agreed on a structure acceptable to all parties, wherein one party bought out…
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Current Arizona corporate client had an opportunity to buy a specific purpose industrial property from a large multinational corporation.  DeAngelis Legal advised the client regarding the appropriate terms of the transaction, prepared a letter of intent outlining those terms and negotiated contested issues with the seller.  Both parties signed the letter of intent and the buyer is currently conducting its due diligence on the property.
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Long time Arizona firm negotiated and entered into a Letter of Intent to sell its assets.  After reaching a stalemate on the language of a overly complicated asset purchase agreement, Seller engaged DeAngelis Legal to assist it finalize the terms.  DeAngelis Legal advised the Seller regarding the key issues and ultimately reviewed, negotiated and closed the transaction on substantially less complicated terms from a different buyer.  Another example of why to engage counsel prior to signing the letter of intent.
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New Phoenix client’s landlord changed management firms and the new management firm requested that the tenant sign a new comprehensive lease agreement.  The tenant asked DeAngelis Legal to review the lease and provide comments.  The lease had numerous unfavorable provisions to the tenant, including blurring the line between a modified gross and triple net lease, onerous relocation provisions and one-sided damage and condemnation provisions.  DeAngelis Legal provided comments and suggestions to the tenant to reduce its exposure under the lease.
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On August 20, 2024, the United States District Court for the Northern District of Texas issued a nationwide ruling blocking the implementation of the final Noncompete Rule (the “Final Rule”). Prior to the court’s ruling on August 20, it preliminarily blocked the FTC from implementing or enforcing the Final Rule, but only against the named plaintiffs in the lawsuit.  For more information on the final Noncompete Rule see FTC Final Noncompete Ban Rule.
Just 15 days shy of the effective date of the Final Rule, the court concluded in its opinion that:
(1) the FTC promulgated the Final Rule in…
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Long time estate planning and business client desired to purchase real estate and was presented with sale agreement.  DeAngelis Legal reviewed and revised the agreement, created a holding company to hold the real estate and assisted the buyer with its due diligence review and other closing matters.
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Two more informal probates.  In two separate matters, the decedent had a valid and enforceable revocable trust.  As we see time and time again, the decedent’s transferred a majority of their assets to their trust, but failed to transfer a few of them, thus requiring the survivors to open probate.  DeAngelis Legal prepared and filed the informal probate paperwork for both personal representatives, and obtained Letters of Personal Representative, which will allow them to transfer the assets in the decedent’s name to the trust.  While not difficult, the informal probate process adds unnecessary expense and delays to the administration of…
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Members of a successful closely held limited liability company disagreed over the entity’s future.  The entity engaged DeAngelis Legal to draft an operating agreement to address the parties’ concerns.  The agreement substantially modified the fiduciary duties of loyalty and care, implemented comprehensive dispute resolution provisions and set various thresholds for management decisions, including dissolution.
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Estate Planning Update
July 2024

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