Winter 2005
It's a New Year and with it comes hopeful expectations of rejuvenated spirit to institute a revitalized drive toward goals we should be initiating to bring excitement to our existence. Much of that excitement should center on the business we conduct, for opportunity abounds in this country and we should all be proud Americans. Our materialistic goals however should never overshadow our personal relationships for it is this writers' belief that personal relationships are the heart and soul of our existence, both personal and business. We must be comfortable with who we are as persons and I have always felt and continue to feel that honesty in our approach to all aspects of life, including business, should be paramount, and if there could be but one wish this writer could have made real it would be for peace in our world and safe passage for our children which we must all believe is possible and, if we do, it can happen, and that drive toward peace begins with acceptance of and honesty toward all of our brethren. I am not a preacher and I do not profess to have all the answers but as a counselor I can say through experience that compromise and negotiation and other avenues of willingness to listen as well as desire to be heard are and will always be milestones toward and cornerstones of a drive toward peace. I practice with my young children the "word of the day" (although it has become more lengthy and continuous in its duration) and that word for sometime now has been "cooperation" and lately I have added "patience". It is wonderful and refreshing to hear my three year old say it and realize that he understands it as well. My 6 year old and 14 year old say it more succinctly but the understanding appears present in all. If only we all could refresh our collective lives through the eyes of a youngster. Maybe the answer is to try to regain our innocence. God Bless all in the New Year 2005.
As for new business developments my focus in this newsletter is on a business organization tool which is fast developing so that its rookie status is quickly diminishing. The business organization appearing of choice over this past year and extending even further is the Limited Liability Company and its offshoots centering on its core partnership concept. In simple terms such organization can best be described in our opinion as an incorporated partnership which combines the liability shield to which business has become accustomed from the corporation with the financial structure and operation flexibility of the partnership. We appear, at least in the eyes of this writer, to be an overly taxed business society and we also therefor appear to be in constant search of tax avoidance strategies. The corporate business format has always, if utilized properly, provided liability avoidance but in many instances at the cost of increased tax exposure. The partnership business format provided an entity level operation context without in most instances additional tax burden but there was very little liability shield. Along came Sub Chapter S to the rescue, established to our knowledge exclusively as a tax relief measure by way of such structure allowing for tax pass through at the entity level much as is existent in the partnership entity format but with no appreciable impact on the corporate format liability shield. The Sub Chapter S corporate sub status however has numerous limitations including the characteristics of who can participate in ownership of the entity and very little flexibility on how that participation can be structured from a profit/loss sharing prospective, which flexibility is present and much more apparent in the partnership context. The LLC business structure appears to bridge the gap. In very general terms, in the LLC context there is very little limitation on the nature and/or number of participants and much flexibility in division of profit/loss. There is also what this writer views as an additional level of creditor protection in the LLC format. In my experience there is often a material concern of entity business ownership participants that their ownership interest not be capable of attachment to satisfy creditors, and although to the best knowledge of this writer, generally there is no business entity alternative which can avoid creditor attachment, the LLC format does provide a shield against such attachment by allowing in most instances only the monetary return aspect of ownership rights in an LLC to be attached without allowing creditor participation in the management aspect of LLC ownership. Such distinction is more than subtle. With an LLC it is as important as ever to locate and seek advice of a knowledgeable accountant because tax strategies abound through use of the LLC format. Transferability of interests becomes somewhat more involved and in many instances problematic using the LLC format, and the rules and regulations seem to be less focused on such entity, with much of the applicable law borrowed from more established corporation and partnership legislation but all in all this writer recommends in most instances use of the LLC. I am not certain of its benefits to a one person entity other than where that person does not qualify for ownership of a Sub Chapter S corporation. I also do not profess to be a tax expert but I can refer my clients to some very fine accountants whose advice I highly recommend.
Just a few other legal developments of note which we have lately experienced which experience we pass the benefit of onto our family of clients and potential members thereof. In this most recent rash of government crunch regulation of public entities we note that even though you may not be a shareholder qualifying as an "affiliate" you may still need to file disclosure if you participate as an officer and/or director. You will find the undersigned now filed as a director (although not a shareholder) on the Board of Directors of Synergy Brands Inc., a public company of recommended notice.
In the taxing realm we note the newest taxes and tax obligations applicable to the Seller of real estate inNew Jersey where the sales price exceeds one million dollars and/or where the Seller is not a resident in New Jersey. Be aware of special forms to accompany the recording of deeds or chance the non- expedited no pre-notice return thereof not recorded.
As always we stand ready to serve our clients to the best of our ability in the context of the matters described herein as well as the many and varied other aspects of business relationships and operation and we invite all existing and potential customers to seek our counsel. We do not attempt herein to give any legal advice to any particular person and that which is written herein is our own understandings and beliefs and accurate to the best of our knowledge but not complete as to any subject herein referenced. We thank all of our many clientele for their patronage and we invite and welcome continuous and future participation in our family of clients. We ask respect for the profession in which we participate as its very nature is counseling and provision of advice and to desire such advice mandates respect for that which you seek. We thank our good friends at Synergy Brands Inc. and their many and varied subsidiaries, Amro Aly and his many and varied business entities, ICom and it respected owner Pat Guiliano, our newest medical profession participant Dr. Feraydoon Kohan and our other medical friends Drs. Pizzaro and Mangunay, and Dr. Bonnie Robinson, fellow entrepreneurs Hesham Eltrhonny, Greg Hodowanec, Soledad Richardson, Hasan Ozlap and fellow businessmen Emad Abdelazeem, Janina Vansovitch, Brian and Jennifer Amicucci, Chris and Dennis Vaghenas, Hector and Segundo Vargas, and all of the new and existing homeowners who we have had the pleasure of assisting in obtaining their piece of America. These are only a few of the many interesting and diverse persons over the last year whose acquaintance we have had the pleasure of making and/or continuing and whose legal needs we have been privileged to satisfy and we thank as well our respected business advisor Robert Gallaro of e-Capitalist , insurance consultant James Flynn, and the many other of our brethren in the bar with whom we have had the privilege of working including special thanks to John Becz, Esq., James A. Fox, Esq., and Dean Despotovitch, Esq., and real estate consultants Bea Goldberg, and Paulina Pagano and our friends at Chicago Title Insurance Company and Suburban Title. We also thank our staff, without whom we could never give the high quality of our services as we do, Kellie Nagle, Leonor Diehl, and Matt Colongeli, and special thanks to my mother MaryLou Colbassani Szajkowski, God bless her soul, she is an angel now; and to my father Dr. Ronald J. Perry, whose inspiration just continues to grow and to the balance of my family, whose support I cherish, and lastly love to and special recognition of my children who are my gifts from God, Erica (14), Emily (6) and Randall J. ("Joe") Perry Jr. (4) who are the main reason I persevere.
Happy New Year and Peace to all!