Jennings, Strouss & Salmon, PLC

Estate Planning Blog Estate Planning: Spousal Lifetime Access Trusts (SLATs) October 19, 2020 Now may be the time to take advantage of a historically favorable tax environment.  It is unclear how long the lower rates and tax exemptions established by the Tax Cuts and Jobs Act (TCJA) of 2017 will last.  We know that many provisions of the TCJA will automatically expire in 2026 unless Congress makes them permanent.  However, Congress could modify them prior to their 2026 expiration date.  The outcome largely depends on who controls the White House and the Senate after the November 2020 elections. Some of…
Corporate and Business Blog Securities and Exchange Commission Expands the Definition of “Accredited Investor” October 12, 2020 The United States Securities and Exchange Commission (the SEC) expanded the term “accredited investor” under rule 501 of Regulation D of the Securities Act.  The change becomes effective on December 8, 2020.  The SEC said it made the change to increase investment opportunities while maintaining investor protections. Generally, to offer or sell a security (like stock) to an investor, a company must register that offering with the SEC, unless the offering or the securities themselves are exempt from registration.  Regulation D creates a…
Business Litigation Blog The U.S. Supreme Court Nexus Required for State Taxation of Online Sales: But Questions Still Remain June 22, 2018   Yesterday morning, the United States Supreme Court announced its highly anticipated decision in South Dakota v. Wayfair, 585 U.S. __ (No. 17-494, 2018) in which it revisited the Court’s long-standing precedent that a state may only tax businesses that establish “nexus” with a state by having a sufficient physical presence in that state. (See Quill Corp v. North Dakota, 504 U.S. 298 (1992)). Now the Court, in a 5-4 split decision, has concluded that physical presence is…
Business Litigation Blog New Tax Incentive for Development in Low-Income Communities, Part I August 16, 2018 The Tax Cuts and Jobs Act of 2017 (TCJA), enacted on December 22, 2017, includes a provision that provides tax benefits to investors that develop in Qualified Opportunity Zones (QOZs), which were created to stimulate economic development and job creation in distressed communities. Part I of this seven-part series on QOZs provides an overview of the enactment of the TCJA, and defines QOZs, Qualified Opportunity Funds (QOFs), and Qualified Opportunity Zone Property (QOZP). Enactment of TCJA TCJA is tax legislation that affects individuals, businesses,…
COVID-19 Blog Voting in Arizona During the COVID-19 Pandemic August 24, 2020 The COVID-19 pandemic has drastically changed the lives of most Americans. Most major events have either been postponed or canceled. However, the 2020 presidential election will take place on November 3rd.   How can we exercise our fundamental right to vote while remaining safe and socially distant?  This article explores an alternative option for voting in-person for Arizonans: Ballot-by-Mail. The Center for Disease Control and Prevention (CDC) recommends early voting and voting by mail where possible to help prevent the spread of COVID-19.  Arizona has a proud history of…
Arizona gym and fitness center owners are now dealing with a new kind of “resistance training” that takes the form of ordinances, laws, regulations, guidance, and practical considerations for operating in the age of COVID-19.  The most recent and notable being Governor Doug Ducey’s Executive Order (EO) 2020-43 and the resulting legal battle.  In particular, EO 2020-43 ordered “indoor gyms and fitness clubs or centers” to “pause operations until at least July 27, 2020, unless extended.”  This executive order survived a temporary challenge in Mountainside Fitness Acquisitions LLC v. Ducey, CV 2020-093916, on July 27, 2020.  Governor Ducey sought to…
Real Estate Blog COVID-19 AND LIMITING INDOOR DINING IN ARIZONA July 10, 2020 The State of Arizona has recently seen a dramatic increase in the number of individuals testing positive for COVID-19.  On July 9, 2020, Arizona Governor Doug Ducey issued Executive Order 2020-47, entitled Reducing the Risk, Slowing the Spread, Limiting Indoor Dining. Executive Order 2020-47 mandates new rules for restaurants and other dining establishments that have indoor seating.  More specifically, it provides that all restaurants in Arizona with indoor seating must operate at less than fifty percent (50%) of their permitted occupancy as determined by the local fire…
Labor and Employment Blog Supreme Court’s LGBTQ Discrimination Decision Impacts Arizona Employers June 16, 2020 Title VII of the federal Civil Rights Act makes it unlawful for a covered employer “to fail or refuse to hire or to discharge any individual, or otherwise to discriminate against any individual… because of such individual’s race, color, religion, sex, or national origin.”  For a number of years, both courts and employers have grappled with the question of whether Title VII extends protections to LGBTQ employees.  In a landmark decision issued on January 15, 2020, the United States Supreme Court answered in the affirmative,…
Real Estate Blog IRS Guidance Provides More Coronavirus Relief to Qualified Opportunity Funds and Their Investors – Including Additional Time To Invest June 9, 2020 On June 4, 2020, the Internal Revenue Service (IRS) further extended the period for some investors to reinvest capital gains into qualifying opportunity funds (QOFs) because of the continuing impact of the coronavirus pandemic. Under the opportunity zone incentive described in Section 1400Z-2 and associated regulations (Incentive), a taxpayer with capital gain resulting from the sale of property (including, for example, real estate, stock, fine art, etc.) to an unrelated person could, among other potential…
Corporate and Business Blog Business as Usual Under Governor Ducey’s Curfew Declaration June 1, 2020 Businesses are confused about what Governor Ducey’s May 31st curfew declaration means for them. For example, one valley restaurant closed at 6:30 p.m. so its employees could make it home before the start of the 8:00 p.m. curfew. That, like other reported business adjustments across the state, was unnecessary. It is true that the curfew generally prohibits anyone from (1) being in a public place (defined as any place accessible to the general public) and (2) traveling on a public street between the hours of…
Corporate and Business Blog Avoid SBA Audits and Penalties by Documenting Entitlement to COVID-19 Emergency Assistance May 14, 2020 (updated to include new SBA guidance) When the government announced the Paycheck Protection Loan Program (PPP), it chose to rely on Borrower certifications, rather than normal underwriting, to issue the loans.  Recent announcements and guidance from the U.S. Treasury Department and the U.S. Small Business Administration have announced their intention to audit Borrowers with loans in excess of $2,000,000.00 and to pursue criminal or civil penalties against Borrowers who they find have falsely certified the need of these loans due to…
Real Estate Blog COVID-19 AND REOPENING BUSINESSES IN ARIZONA May 7, 2020 Arizona, like many states, will gradually allow the reopening of businesses that were closed due to the COVID-19 pandemic.  On April 29, 2020, Arizona Governor Doug Ducey issued Executive Order 2020-33, Returning Stronger.  On May 4, 2020, Arizona Governor Doug Ducey issued Executive Order 2020-34, Building on COVID-19 Successes.  The purpose of these Executive Orders is to permit the reopening of certain non-essential businesses, while providing guidance related to public health and safety. Executive Order 2020-33, Returning Stronger, allows retailers that were classified as non-essential businesses to reopen…
Real Estate Blog COVID-19 AND SMALL BUSINESS EVICTIONS IN ARIZONA April 30, 2020 In an effort to protect small businesses, Arizona Governor Doug Ducey issued Executive Order 2020-21 Prohibiting Small Business Evictions.  While the Executive Order was issued primarily to prevent commercial landlords from evicting commercial tenants, there are other provisions in the Executive Order that are designed to provide financial relief to these small businesses during the COVID-19 crisis. First, the Executive Order temporarily suspends “a commercial eviction action including lock out, notice to vacate, or any other attempt to inhibit the operations of a business” for tenants unable…
Tax Blog Risks and Rewards of Accessing Government Financial Assistance During COVID-19 April 29, 2020 This article summarizes the most recent government efforts to assist businesses during the COVID-19 emergency, and the benefits and pitfalls of each.  This is a very fluid situation with new guidance coming out weekly, and sometimes daily.  The government’s stated goal is to keep workforces connected with their employers so that economic recovery will be easier.  This can place a heavy burden on businesses that are trying to understand how to get through the economic problems related to COVID-19, while taking care of their employees…
Labor and Employment Blog The Small Business Exemption for the Emergency Paid Sick Leave Act and the FMLA Expansion Act April 8, 2020 The Department of Labor (DOL) has provided us with regulations governing the application of the small business exemption for both the Emergency Family and Medical Leave Expansion Act (FMLA Expansion Act) and the Emergency Paid Sick Leave Act (Paid Sick Leave Act).  Under both enactments, employers with fewer than 50 employees may be exempt, but only if they meet the specific criteria established by the DOL.  The DOL’s newly-crafted regulations require small employers to meet one of…
Tax Blog ISSUES RELATED TO APPLICATIONS FOR COVID-19 PAYCHECK PROTECTION PROGRAM LOANS April 7, 2020 This series of questions highlights the issues we have encountered in helping clients complete the application process.  For official guidance please refer to 13 C.F.R. 120 (the final interim rule) and Section 1102 et. seq. of the Coronavirus Aid, Relief, and Economic Security Act (CARES Act).  This summary is not legal advice and only addresses Paycheck Protection Loans.  Prospective borrowers should coordinate all relief they seek through the U.S. Small Business Administration (SBA) whether or not under the CARES Act, and should consult with counsel…