Posts Tagged ‘South Florida’

« Older Entries
Newer Entries »

“Time is money,” Benjamin Franklin

August 2011

“Time is money,” Benjamin Franklin once famously said, creating one of the most enduring adages in the American business world.

The cliché, of course, refers to the opportunity cost of lost time and to the ideas that costs are incurred as time passes and that revenue cannot be generated through idleness.

A key take-away from the phrase is this: the longer something takes in the process, the more it costs.

Specifically in cases that involve liquidating a company’s assets, an equally important corollary comes to mind: the longer it takes to liquidate an asset, the lower the recovery will be.

 Performing tasks in parallel rather than in sequence is a method often used by healthy businesses to get more done sooner. 

This same method of operating works in adverse situations, too.

Sidney Turner

www.SidneyTurnerllc.com

Share

No Comments »

Little known Fact in Valuation

August 2011

How is the valuation of a business interest effected by the fact of  lack of marketability in a closely held business, or Discount Lack Of Marketability (DLOM )?

A DLOM’s basic premise is that shares of a closely held corporation cannot be readily sold on a public market and therefore should be discounted to reflect the additional risk factors associated with the time and difficulty of finding buyers for non-publicly traded shares.

Sidney Turner

www.SidneyTurnerllc.com

 

 

 

Share

No Comments »

Did you know you might not really have an ownership interest?

July 2011

Inadequate and defective documentation of ownership interest in a business is an all too common feature of closely held businesses and, after a dispute arise, litigation over an assert claim by adversely effected business partner’s standing (right) to sue is challenged.

The reasons for this state of affairs are many and diverse, e.g.:

  • The owners lack a sophisticated understanding of the legal formalities involved in an ownership interest in the chosen form of business entity.
  • The owners are unable or unwilling to spend the money for necessary legal and accounting services.
  • The owners are family members or long-time friends who trust one another and believe they don’t need any written agreement or certification of ownership interests.

These circumstances should not deter you from investing in the required documentation. Make sure you get the proper documentation and protect your interest.

Sidney Turner

www.SidneyTurnerllc.com

 

Share

No Comments »

You have to make money or…

July 2011

Jean Georges a famous chef and a restaurateur in talking about his job there “are different jobs;

One is about pleasing people with what’s on the plate; the other is about understanding the market.

I’m a chef, but I think I’m a savvy businessperson, too. The toughest decision is always whether to open a restaurant.

Two or three bad months, and you could be out of business. You don’t do a business for pleasure- You have to make money.

The hardest decision is to close one that is not making money.

That was painful; each restaurant is like a family business.

Sidney Turner

www.SidneyTurnerllc.com

 

 

 

 

Share

No Comments »

Number SIX of the Six Major Points Series

July 2011

Here is Number SIX of the Six Major Points Series

I handle corporate workouts, reorganizations and dissolutions and other types of disputes among co-owners of privately owned companies, in other words I advise clients when they are experiencing adverse business situations.

But what does it really mean to be a business lawyer handling dissolution and other types of disputes among co-owners or adverse business situations? Does it require a special temperament and skill set? Here’s my take on the answers to these questions:

It Means understanding business and the relationships that make it work.

This is the Sixth of the Six Major Points Series


Number SIX of the Six Major Points Series

It Means Knowing the Purposes and Limitations of Litigation. When I give presentations on business workouts and reorganizations, I tell the audience that the vast majority of cases involving a viable business ultimately leads to a buyout settlement, and that it’s only a question of how much time, distraction and legal expense the parties are willing to bear before they realize that the legal system is not an efficient or even wise way to decide the fate of a living, breathing company. However, for many different reasons litigation can be an unavoidable and necessary tactic in reaching the strategic goal of separating business partners who no longer can co-exist as owners and managers. Sometimes there’s just no other way to grab the attention of the other side. The litigation will take its normal, unpredictable course. The parties’ expectations of a quick resolution are undermined by many delays and procedural and discovery skirmishes attendant to all litigation. As the case drags on and the legal costs mount, the clients begin to reassess the costs and benefits of a buyout settlement.

The business lawyer must be willing to take the lead in re-evaluating and advising the client of litigation and settlement prospects at every stage of the engagement.

If you missed any please check out my other blog postings

Sidney Turner

www.SidneyTurnerllc.com

 

 

 

 

Share

No Comments »

Number FIVE of the Six Major Points Series

July 2011

Here is Number FIVE of the Six Major Points Series

I handle corporate workouts, reorganizations and dissolutions and other types of disputes among co-owners of privately owned companies, in other words I advise clients when they are experiencing adverse business situations.

But what does it really mean to be a business lawyer handling dissolution and other types of disputes among co-owners or adverse business situations? Does it require a special temperament and skill set? Here’s my take on the answers to these questions:

It Means understanding business and the relationships that make it work.

This is the Fifth of the Six Major Points Series:

Number FIVE of the Six Major Points Series

It Means Understanding Valuation Basics. In many instances, by the time lawyers are brought into the picture the relationship between the business owners has deteriorated past the point of no return. If it’s a viable business, one or the other is going to have to be bought out. The single biggest impediment to amicable resolution becomes the disparate views of the company’s value as seen through the very different lenses being worn by the potential purchaser and the potential seller. The business lawyer is not a business appraiser, but he or she must be able to elevate the client’s understanding of basic appraisal approaches and methodology, along with any applicable legal concepts such as the case-law-driven rules surrounding minority and marketability discounts in “fair value” buyout proceedings. The lawyer’s grasp of appraisal doctrine becomes even more critical when collaborating with a professional business appraiser who has been engaged to prepare a valuation report and to testify as an expert at a valuation hearing. The business lawyer must be able to speak the language of appraisal and understand its doctrinal basis to put on a persuasive valuation case.

If you missed any please check out my other blog postings

Sidney Turner

www.SidneyTurnerllc.com

 

Share

No Comments »

New York Divorce Settlement revisited?

July 2011

In New York, after 33 years of marriage, couple divorced in 2006. They agreed to split their considerable wealth equally. She got the apartment; he got the house.

More than two years later, W received a voicemail message that stunned her: H wanted to revise their settlement. W refused, and H sued.

When the couple split their assets evenly, the largest chunk of money was invested with Mr. Madoff. H kept much of his funds in the Madoff account, which was held in his name. W, who said she had no interest in investing with Madoff, received her settlement proceeds in cash.

Shortly after Madoff admitted wrongdoing in December 2008, H, filed court papers to drastically alter the terms of his divorce settlement.

W, he argued in the lawsuit, should be required to turn over millions of dollars that she had received in their settlement to make up for the substantial losses he had sustained in the fraud. H began arguing that he and W were mistaken about the existence of the account. “There was in fact no account and no securities or other assets,”

A ruling in this case would only have a direct effect on New York’s laws, but a decision by the influential court could influence how judges interpret laws in other states.

Sidney Turner

www.SidneyTurnerllc.com

 

 

 



 

Share

No Comments »

Number FOUR of the Six Major Points Series

July 2011

Here is Number FOUR of the Six Major Points Series

I handle corporate workouts, reorganizations and dissolutions and other types of disputes among co-owners of privately owned companies, in other words I advise clients when they are experiencing adverse business situations.

But what does it really mean to be a business lawyer handling dissolution and other types of disputes among co-owners or adverse business situations? Does it require a special temperament and skill set? Here’s my take on the answers to these questions:

It Means understanding business and the relationships that make it work.

This is the Forth of the SIX Major Points Series


Number FOUR of the Six Major Points Series

It Means Understanding Finance and Accounting Basics. Almost every business divorce case involves some degree of dispute over company finances and accounting. Many small companies involved in business litigation do not prepare any financial statements; much less do they have an outside CPA who prepares audited financial statements. The company’s tax returns may present a distorted picture of the company’s income, compensation to principals, and other expenses. A business lawyer must have a basic understanding of financial and tax accounting, including the ability to comprehend financial statements, internal reports such as QuickBooks, and (last but not least) tax returns, in order to converse intelligently with the client and the client’s accountant about financial issues that likely will take center stage in the litigation.

If you missed any please check out my other blog postings

Sidney Turner

www.SidneyTurnerllc.com

 

Share

No Comments »

Number THREE of the Six Major Points Series

July 2011

Here is Number Three of the Six Major Points Series

I handle corporate workouts, reorganizations and dissolutions and other types of disputes among co-owners of privately owned companies, in other words I advise clients when they are experiencing adverse business situations.

But what does it really mean to be a business lawyer handling dissolution and other types of disputes among co-owners or adverse business situations? Does it require a special temperament and skill set? Here’s my take on the answers to these questions:

It Means understanding business and the relationships that make it work.

This is the Third of the SIX Major Points Series

Number THREE of the Six Major Points Series

It Means Knowing the Law. Each form of business entity, be it partnership, corporation or limited liability company, is governed by a separate statutory scheme with rules that, in many key instances, are significantly different as is the case law that has developed around each form. The standing requirements to bring a dissolution proceeding vary among the entities, and even within the same type of entity depending on the statute invoked. The availability of a buyout remedy depends on the type of entity and the alleged statutory basis for dissolution. Under still-evolving case law the filing of a dissolution petition may inadvertently trigger a right of first refusal under a shareholders’ agreement. Particularly with corporations, there are numerous, mandatory, statutory provisions that come into play at the board level. The availability of a court-appointed receiver can differ depending on the entity type. The list goes on and on. The business lawyer must have a thorough understanding of the legal framework within which closely held businesses operate and whose rules govern forced judicial dissolution, derivative actions and other varieties of owner vs. owner litigation.

If you missed any please check out my other blog postings

Sidney Turner

www.SidneyTurnerllc.com

 

Share

No Comments »

Number TWO of the Six Major Points Series

July 2011

Here is Number Two of the Six Major Points Series

I handle corporate workouts, reorganizations and dissolutions and other types of disputes among co-owners of privately owned companies, in other words I advise clients when they are experiencing adverse business situations.

But what does it really mean to be a business lawyer handling dissolution and other types of disputes among co-owners or adverse business situations? Does it require a special temperament and skill set? Here’s my take on the answers to these questions:

It Means understanding business and the relationships that make it work.

This is the Second of the SIX Six Major Points Series


Number TWO of the Six Major Points Series

It Means Knowing Your Client’s Business. Every closely held business is different. Some operate on a partnership model with diffuse authority and little or no formality in regard to decision making. Written agreement among the owners may be non-existent. Others may have detailed written agreement calling for hierarchical management, and still act like a cadre of co-equals, others may have a hierarchical management structure that is rigorously followed. The business lawyer also must discern who holds what leverage in the company’s business. For example, one owner may control relations with the company’s key customers, which may have significant implications in terms of who’s in a position to buy out whom. One owner may have personal financial resources the other lacks, or may personally own the real estate housing the company’s business. The point is, as a business lawyer you need to understand how the business at hand operates, not just on paper but in practice, and you need to understand how the business operation affects your client’s ability to prosecute or defend claims of shareholder oppression, deadlock or financial impropriety, and how it influences the range of possible outcomes.

If you missed any please check out my other blog postings

Sidney Turner

www.SidneyTurnerllc.com

 

Share

No Comments »

« Older Entries
Newer Entries »