10 Keys to Surviving the Recession

by Derek G. Rowley (c) 2009, All Rights Reserved
It seems to be the consensus among business and political leaders that our economy is worse than it has been in generations. Statistics, for what they are worth, prove it. In other words, most of us have never seen anything like today’s economic crisis, and there isn’t much in our own experience that gives us guidance in our business decisions. A recession such as this requires a shift in our thinking, our planning, and our decision-making in order for our business to see the light of day at the other end of this economic cycle.
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The Continued Death of Privacy

Day One of President Obama’s administration saw a dramatic shift in the government’s general approach to privacy-related issues in a number of statements issued by President Obama himself. His statements specifically address transparency of government, but for those who are interested in privacy in their personal, financial, and business affairs, they will make your neck hairs stand on end. Read More...

Man awarded $76.6 million for taking foolish dare

Tim Hoffman is a 26-year old former construction worker who is essentially paralyzed from the neck down as a result of injuries he sustained when, on a dare, he jumped off a dock in Florida and broke his neck. A jury awarded him $1.5 million for past medical expenses, $89,000 for lost earnings, $21.7 million for future medical expenses, $583,000 for future lost earnings - and an incredible $52.8 million in pain and suffering. But there is more to the story. Hoffman was a temporary worker sent by an employment agency to work for C&D Dock Works, the general contractor working on repairing the dock in question. Evidently, Hoffman was goaded by fellow workers into jumping into the water on a dare for $20. So, taking a running start, he cleared the railing at the edge of the dock and landed 10 feet below on his head in a foot of water, breaking his neck between the fifth and sixth vertebrae. This foolish tragedy was the consequence of a willful decision made by an adult to do something dangerous. As for C&D Dock Works, they have filed for Chapter 7 bankruptcy as a result of the incident.

How Money Works

With all the news about the economic situation dominating the headlines these days, I have found in my conversations that many people don’t feel that they understand the way money works in our economy. I found a very informative website that offers a good background and explanation about how money works. It covers the money supply, the Federal Reserve System, banking, payment systems, financial markets, the role of government and policy issues - all in easy to understand, bite-sized pieces. Check it out at www.wfhummel.cnchost.com

Newspaper sues customer

In the era of the Internet, many newspapers must be feeling like they are going the way of buggy-whip manufacturers. Some papers are going out of business, and others are reducing the number of days per week that they actually print the paper. Generally, newspaper advertising comes from advertising and subscriptions. But, the Financial Times has discovered a new revenue source: Suing their customers! It seems that one of their business customers had paid to access subscription-only content on the website maintained by the Financial Times, (FT.com), and had been sharing a single username and password among its employees. As a result, FT claims that it is entitled to damages based on “infringement”, in addition to “increased statutory damages” due to the “willful nature” of the infringement.

IRS targets roll-over business startup financing

The IRS has issued a memorandum containing audit guidelines for schemes that are marketed as a means of giving prospective business owners access to accumulated tax-deferred retirement funds without paying distribution taxes in order to fund new business start-up costs. According to the memo, “an attribute common to this design is the assignment of newly created enterprise stock into a qualified plan as consideration for these transferred funds, the valuation of which may be questionable.”

Legal Upstreaming

by Derek G. Rowley (c) 2009. All Rights Reserved

Blogger Diane Kennedy, a CPA who graduated from the University of Nevada, Reno wrote a recent post on her website, TaxLoopholes.com, about legally upstreaming income. Diane points out several legitimate strategic uses of upstreaming strategies. I will use her four stated uses, and add my own commentary:

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The California Train Wreck

A Reuters article written by Dan Whitcomb outlines the challenges faced by California in the current economic downturn. It is staggering to consider the following facts: Read More...

Ten Trillion Dollars Ain't What it Used to Be

Every business owner that I know is concerned about the long-term consequences of the government bailouts of banks, automakers, and who-knows-what-else. Nobody really knows how we are ever going to payoff the current national debt - at least in today’s dollars. An example of how it could play out is seen in Zimbabwe, which recently re-monetized it’s economy after a run of 231,000,000% inflation that has reduced the value of currency to virtually nothing. The government had to re-monetize in August - at the rate of $10 Trillion to $1 - because they had run out of room to print zeros on their currency: they even issued a $100 Billion dollar bill last July! After the re-monetization, the largest currency (for a while) was a $50,000 bill. Toilet paper cost $100,000. So, if you exchanged $100,000 Zimbabwe dollars for $5 bills, you’ll get 20,000 notes. Or you can buy toilet paper for the same price, which has only 72 pieces. You can see where this little tidbit is going...

Why asset protection? Because of stories like this...

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Bad Economy = Great Estate Planning Opportunities!

by Derek G. Rowley (c) 2009, All Rights Reserved

There is no better time to transfer wealth to the next generation than when everything is worth a lot less. Now, for example, would be a good time. Stocks, bonds, and real estate values have plummeted - and interest rates are at all-time lows. On second thought, I correct myself: Now is a great time for estate planning!

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Frivolous Lawsuits are so ridiculous - they are actually funny!

Small Business Survival Index ranks Nevada 2nd for business friendliness

The 13th annual "Small Business Survival Index," compiled by the Oakton, Virginia-based Small Business & Entrepreneurship Council, ranks Nevada second nationally for its friendliness to small businesses -- second only to South Dakota -- primarily because of the Silver State's favorable tax structure, the nonprofit small business advocacy group recently announced.

5 Steps to Obtaining Business Credit in Tough Times

By Peyman Aleagha, RISMEDIA, Inc.
Despite all the doom and gloom talk surrounding economy, bailouts, foreclosures, soft real estate markets and the like, attaining a line of credit is still a viable option. According to Itamar Chalif, president of Atlantic Capital Solutions (ACS), the “score” on getting a line of credit for your business still may come down to one thing: your credit score.
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Lend-ability: Your Business Practices Can Impact Loan Qualification

by Derek G. Rowley (c) 2009. All Rights Reserved

Disraeli once said that “there are three kinds of lies: lies, damned lies, and statistics.”

In business, some of the “statistics” that can tell such damning lies are the numbers found on company balance sheets and income statements. Too often, the reality is not accurately reflected in the numbers. Accounting is not intended to be a creative art, but in the hands of the right practitioner or aggressive entrepreneur, the accounting numbers can paint almost any type of picture.


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IRS Commissioner Discusses Corporate Taxes with International Conference

IRS Commissioner Discusses Corporate Taxes with International Tax Conference

by Derek G. Rowley (c) 2009. All Rights Reserved

The Commissioner of the IRS recently spoke out on a number of issues related to corporate taxation. While his remarks were specific to address international corporate tax challenges, they also serve to provide an insight into the approach and philosophy of the IRS toward corporations and corporate taxes in general. This is not a Nevada incorporation specific issue, because his remarks address the IRS approach to a number of common business strategies in the international business arena. However, it is not a real stretch to see how the Service might also address similar domestic business strategies in the future.

Douglas H. Shulman, Commissioner of Internal Revenue addressed the 21st Annual George Washington University International Tax Conference last month in Washington, D.C., and made some interesting remarks about the enforcement priorities of the IRS. He framed his remarks in the context of the present economic challenges, saying that “taxpayers’ attitudes and perceptions about the taxes they pay reflect the changing world around them.”

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Your State Tax Bill is Likely to Go Up - Maybe WAY Up

by Derek G. Rowley (c) 2009. All Rights Reserved

The economic climate that individuals, corporations and businesses have been feeling has also hit state and local governments in a big way. Most states will be addressing huge budget deficits during the 2009 legislative cycle with limited options.

Although Nevada is one of the states with a budget deficit that must be resolved in coming months, Governor Jim Gibbons will introduce his budget this month without any new tax increases: No corporate taxes, no personal income taxes, and no new property taxes. Nevada’s Governor is, apparently, alone in his approach to dealing with budget problems. He insists on cutting state spending until they meet the existing revenues.

Other states, however, are not so lucky.

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Top 10 Tax Stories for 2008

by Derek G. Rowley

A discussion group at the TaxProf Blog has identified their annual Top Ten Tax Stories of 2008, covering a range of tax-related issues. You can read the whole story at their site, but for our purposes we will count them down, Letterman-style:
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Estate Planning & the Pittsburgh Steelers

The devastating impact of estate taxes and on family-owned businesses is being illustrated by the Pittsburgh Steelers organization. Art Rooney, Sr., founder of the team, left the team ownership to his five sons when he died in 1988. Since then, the value of the NFL team has ballooned, estimated to be worth between $717 million and $1.2 billion as estimated by Forbes Magazine and Goldman Sachs, respectively. At least four of the five brothers want to sell their equal shares in the team in order to avoid costly estate taxes for their children and grandchildren. But, the NFL wants the family to retain ownership and requires the approval of 24 of the NFL’s 32 owners to approve any sale. The brothers rejected an offer of $550 million from billionaire Stanley Druckenmiller, seeking something closer to what they believe is the fair market value of the organization. Estate taxes on a $1.2 billion estate could run in excess of $539 million dollars.
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State Tax Collectors Bill Online Braggers

State tax collectors are everywhere, leaving no stone unturned in their relentless pursuit of tax revenue. A pair of Oklahoma college students discovered that state tax collectors, responding to braggadocio on their MySpace page, sent a tax bill of $320,000. It turns out that the students were running a company called Keghead, a college party business, and in order to attract more partiers had exaggerated their success with online hype - which included the claim of “over 1 billion served”. Tax officials estimated the business to have hosted over 100 large events over five years, when the company had actually only hosted 20 small parties over 18 months, netting less than $2,000 in gross revenue. Naturally, the Tax Commission spokeswoman could not comment on the case. But, be careful when you boast and when you post: The Tax Man is watching!
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Lawyer Defrauds Client Estate

John Karoly, a prominent member of the Bar in Allentown, Pennsylvania, was indicted in September on charges of conspiring to defraud the estates of his brother and sister-in-law by creating fraudulent wills. Peter Karoly and his wife Lauren Angstadt died in a plane crash in 2007 without children - but with estates worth several million dollars. John, upset that he was left out of his brother’s 1985 will, remedied the situation by creating fake wills that intended to supercede the authentic wills.

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Strip Club Sued

A Florida man is suing a Pompano Beach strip club, alleging that an exotic dancer “negligently performed her pole dance routine when one of her high heeled shoes flew up in the air and struck the mirrored glass ceiling, causing it to shatter and fall” on him. Charles Privette claims that he “was unable to avoid being hit by pieces of the shattered mirror and high-heeled shoe,” and that the strip club “breached its duty” when the dancer “failed to perform her pole dance routine in a reasonably safe manner.” Privette is seeking more than $15,000 in damages, charging that his injuries include pain & suffering, disability, disfigurement, mental anguish, “loss of capacity for the enjoyment of life”, as well as medical expenses and nursing care.
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33 Year Old Lawsuit Resolved

The Salt Lake Tribune reported the resolution of 33 year old lawsuit last month when the state Supreme court reversed a judgment of $134 that had been awarded to Richard and Nancy Madsen. The Madsens bought a home in 1964 by borrowing from Prudential, which required them to make monthly payments for taxes and insurance into a non-interest bearing account. The Madsen’s filed a lawsuit in 1975 for damages of lost interest on their advance payments. One reason the lawsuit crawled through the courts for over 30 years is because attorneys used it as the basis for $1 million class action lawsuit on behalf of over 9,500 class members who claimed they were owed an average of $105 each. In a cruel irony, Prudential had been purchased by Washington Mutual Bank, which we all know closed its doors last month in the largest bank failure in history. Wouldn’t you like to know the hourly billings by the attorneys over 33 years of litigation over $134? Read More...

Warren Buffet's 10 Rules to Success

by Derek Rowley, (c) 2008, All Rights Reserved

Warren Buffet was recently interviewed in Parade magazine, the Sunday insert in Gannet newspapers. Parade can be a good source for a lot of light reading, suduko puzzles, and “celebrity watch” fluff pieces. I did not expect to read about America’s most respected investor giving sound business advice. Much of what Buffet recommends falls into the category of common sense. But, perhaps it is a bit refreshing that success and wealth can be attributed to following common-sense principles.

Here are Buffets 10 rules:

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11 Ways to Protect Yourself from Business Risk

by Derek Rowley, (c) 2008, All Rights Reserved

Business is riskier than ever these days. The economy is a mess, credit markets are tight, taxes are high - and likely to go higher, the courts are clogged with frivolous lawsuits, and attorneys seem to rule the world. What can you and I do about it? Fortunately, we can do quite a bit to protect ourselves in this business environment. Here are 11 ways:

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Business Litigation to Increase in 2009

by Derek G. Rowley (c) 2008, All Rights Reserved

The fifth annual survey of litigation attorneys on corporate litigation issues conducted by the law firm of Fulbright & Jaworski was released last month, showing an increase in the expectations that litigation disputes will increase in 2009. According to the study, an astonishing 17% of all privately-held companies, and 9% of all small companies have “at least one lawsuit with more than $20 million at issue” - accounting for one in approximately every 5.5 privately-held companies, and one in approximately every 10 small companies. The issue showing the largest expected increases in litigation in the U.S. are employee wage & hour disputes, privacy and discrimination issues.

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Nevada v. Wyoming

For many years, there has been an attempt by some in the state of Wyoming to promote Wyoming as a viable competitor to Nevada as a favorable incorporation jurisdiction for closely-held companies.  In fact, Corporate Service Center opened a subsidiary in Cheyenne, Wyoming in 1993, and became the first incorporation company to promote and specialize in Wyoming company formation.

We learned from our many experiences in Wyoming that Wyoming simply does not - and, in our opinion, will not in the future - offer incorporation benefits that meet or exceed those that Nevada already provides.  The current Wyoming Secretary of State does not favor promoting Wyoming as an incorporation center, and the Wyoming Bar Association is opposed to an in-state incorporation industry.  As a result of our experiences in Wyoming, Corporate Service Center of Wyoming was closed after 11 years of operation, and many of the Wyoming clients were re-domesticated into Nevada.

Nevertheless, one Wyoming incorporation firm (www.wyomingcompany.com) actively promotes a comparison of Wyoming and Nevada, listing the following advantages in favor of Wyoming incorporation (quoting from their website):

  1. No state income taxes
  2. No information collected to be shared with the IRS
3.  Privacy allowed
4. Shareholders are not listed with the State
  5. Best asset protection laws
  6. Nominee officers are legal
  7. Citizenship not required
8. State tax not being considered
9. Wyoming draws little attention
10.  No Nevada “stigma”
  11. Lower startup costs

The purpose of this paper is to analyze these claims and compare the actual strengths and benefits of Nevada versus Wyoming incorporation.
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Most Downloaded: Social Security

As our population continues to age, with the Baby Boomer generation starting into retirement, businesses need to identify how to tap into that growing market. A recent email I received reported the “most downloaded” legal reports accessed by lawyers over a 60 day period. The winner? A Guide to starting Social Security benefits.

Rhode Island nightclub fire settlement

by Derek G. Rowley (c) 2008. All rights reserved.


LAS VEGAS - You will recall the tragic 2003 nightclub fire in Rhode Island that occurred when the rock band Great White set off fireworks in the club that ignited soundproofing foam, killing 96 and injuring over 200. I saw a news report that Clear Channel Communications, which owns a local radio station that helped promote the concert, recently settled for $22 million, even though they had nothing to do with the fire. Apparently Rhode Island’s “joint and several liability” laws allow for the liability to extend to anyone with the remotest connection to the event. Thus, JBL Speakers settled for $815,000 because their speakers contained flammable foam; Anheuser-Busch settled for $5 million and their local distributor for $16 million because their beer was sold at the nightclub; the manufacturer of the foam paid $16 million - even though their foam was not designed for the way it was being used; WPRI-TV paid $30 million because their cameraman’s equipment allegedly blocked an exit. WPRI was there to do a story on the fire dangers of nightclubs when the fire broke out.

Financial turmoil impacts living trusts

Time to Review Your Estate Plan

by Derek G. Rowley (c) 2008. All rights reserved.


LAS VEGAS - For years, legal practitioners and estate planners have advised clients to carefully think through the appointment of successor trustees named in living trusts. That advice has never been more relevant than now, as financial titans on Wall Street and elsewhere reel from the impact of our latest financial crisis. In light of the financial meltdown, now is a good time for you to review your trust and estate planning documents to look for potential problems.

In the typical living trust, the individual creating the trust becomes the trustee and the beneficiary. Then, in the event of death or disability, successor trustees are typically named, frequently the spouse or other family member. However, the traditional “catch-all” has been to name an additional successor trustee that is thought to be guaranteed to outlive any individual by naming a prominent national or regional bank as a corporate trustee. The reason for this is that the existence of a corporate trustee will ensure that the provisions of the trust will be carried out by someone with professional fiduciary responsibility.

Today, however, that strategy may need to be re-evaluated as some of the biggest names on Wall Street and other regional and local banks are shut down, seized by regulators and their assets sold. This can result in an unanticipated change in the actual corporate trustee, often resulting in long-distance frustration for future beneficiaries.

It is important to note that the trust assets held by a corporate trustee are not counted as property of the trustee, so they will not be directly impacted by the failure or bankruptcy of a corporate trustee. Nevertheless, the trust assets can be seriously impacted my market conditions, without any clear path for how trust assets should be invested to weather financial storms.

While there may be no clear solution to these challenges, those who are aware of these potential problems may avoid serious future problems by reviewing how their living trust addresses these issues, if they are addressed at all. That, and a bit of common-sense can go a long way towards avoiding problems. Fortunately, the beauty of the living trust is that it is revocable, allowing the individual who created the trust to make any necessary changes in the trust as long as they live. So, if you find a potential problem, you still have time to fix it.

Writings of UCLA law professor can highlight Nevada corporate advantages

by Derek G. Rowley (c) 2008. All rights reserved.


LOS ANGELES - Stephen M. Bainbridge is arguably the brightest mind in the field of corporate law in California. He is the William D. Warren Professor of Law at the UCLA School of Law, and has written extensively about all aspects corporate law. Not to be stereotyped as a high-brow elitist intellectual, Professor Bainbridge maintains a family of blogs at
www.professorbainbridge.com that offer a broad range of commentary “on law, politics, religion, culture & food” that is definitely worth reading.

In 2007, Professor Bainbridge published an article, “Piercing the Corporate Veil in California” which exposes the alarming breadth of activity that can be used to pierce the corporate veil in California - and allow creditors to hold individual shareholders personally liable for corporate debt or obligations. In the article, Bainbridge provides detailed legal analysis supporting the perception that public policy in California favors piercing the corporate veil. As he points out, “among the eight states with the largest number of reported veil piercing decisions, California courts have the highest rate (45%) of piercing the corporate veil.”

So, successful veil piercing in California appears to be almost a statistical coin-flip. Bainbridge, in his article, discusses many significant reasons why California treats veil piercing so liberally.

Historically, California has been slow to recognize the legal doctrine of limited liability. Until 1931, California’s constitution provided no limited liability for corporate shareholders, and actually imposed personal liability on shareholders for their portion of corporate debts. This history creates the backdrop for the legal culture in which California’s corporate law has been since percolated.
Even today, California does not recognize limited liability doctrine by statute. Bainbridge calls this “unusual,” compared with other states. Instead, it relies on California case law to provide limited liability; and that case law - as all case law does - is constantly evolving and subject to interpretation of an increasingly liberal and anti-business judiciary.
Bainbridge writes that the case law of California courts provides for “an astonishingly large number of factors to be considered” in order to pierce the corporate veil, all with little guidance as to how the factors should be weighted, balanced or considered.
The primary legal precedent in California veil piercing law is found in the case of Associated Vendors, Inc. v. Oakland Meat Co., a 1962 case that establishes twenty-seven separate factors that can be considered. Not only is the sheer number of possible factors that can pierce the corporate veil astonishing, as Bainbridge put it, but when some of these factors are considered individually, they are all the more astounding. For example, here are a few of more unbelievable factors:
  • Two different corporations have identical ownership
  • Two different corporations have the same officers and directors
  • Two different corporations have the same employees
  • Two different corporations have the same attorney
  • Two different corporations have the same business address
  • The use of a corporation to procure labor, services or merchandise for another person or entity.
  • Sole ownership of all the stock in a corporation by one individual
  • Sole ownership of all the stock in a corporation by members of a family

California recognizes something called “Enterprise Liability”, which holds the entire business enterprise liable - including all divisions, subsidiaries and shareholders - for a debt incurred by one part of the business.

All of these issues stand in stark contrast to Nevada, where the number of successful veil piercing cases can be counted on the fingers of one hand - and where in every instance the court found the presence of fraud.

In Nevada, the corporate veil is not subject to the interpretation of a body of developing case law. It is provided in the Nevada Revised Statutes (NRS), and can only be applied according to statute. NRS 78.747 provides Nevada’s standard for veil piercing which reads as follows:

“Except as otherwise provided by specific statute, no stockholder, director or officer of a corporation is individually liable for a debt or liability of the corporation, unless the stockholder, director or officer acts as the alter ego of the corporation. A stockholder, director or officer acts as the alter ego of a corporation if: the corporation is influenced and governed by the stockholder, director or officer; there is such unity of interest and ownership that the corporation and the stockholder, director or officer are inseparable from each other; and adherence to the corporate fiction of a separate entity would sanction fraud or promote a manifest injustice. The question of whether a stockholder, director or officer acts as the alter ego of a corporation must be determined by the court as a matter of law.”

So, in contrast to California’s liberal application of the corporate veil piercing, Nevada has strict standards. Those standards include the requirement that preserving the corporate veil would sanction fraud or manifest injustice as a matter of law. Nevada provides no opportunity for analysis as to whether the stock is owned by members of a family, or if there is a shared attorney or business address, etc.

Verdict: Nevada wins, in a knockout.

Top Ten Things millionaires don't want to reveal

Smartmoney.com surveyed millionaires and compiled the top ten things that millionaires don’t want to reveal:
  • “You may think I’m rich, but I don’t.” A millionaire in 1945 would need $12 million today to be in the same position.
  • “I shop at Wal-Mart.” They hunt for bargains and clip coupons.
  • “I didn’t get rich by skimping on lattes.” The most common path to wealth is entrepreneurism - starting a business.
  • “I have a concierge for everything.” Many of the wealthy consider the value of their time to be worth more than to spend it doing menial tasks.
  • “You don’t get rich by being nice.”
  • “Taxes are for little people.” They can afford high-level tax planning.
  • “I was a B student.” The median college GPA of millionaires is 2.9. Most credit their success to hard work and determination, rather than “smarts”.
  • “Like my Ferrari? It’s a rental.” It makes sense for many high-ticket items.
  • “Turns out money can buy happiness.” Statistics show that the wealthy are happier.
  • “You worry about the Joneses - I worry about the Trumps.” There is a growing disparity between the middle-class rich and billionaires

Dog sued

by Derek G. Rowley (c) 2008. All rights reserved.


LAS VEGAS - The Macomb Daily reported on August 31 that a woman who claims the city police dog, named “Liberty” bit her on the buttocks has named the dog as an additional defendant in the lawsuit against the city. Attorney Charlie Langton is quoted as saying “I’ve never heard of that. A dog can’t be a party to a lawsuit.” He added, “It raises a lot of legal questions. How do they serve the dog, put it in his mouth? Is the dog going to have court-appointed counsel? Will the dog be able to sit in on the proceedings? This is a case you can really sink your teeth into.”

Jury finds California tax board guilty of fraud

A $388 million verdict

by Derek G. Rowley (c) 2008. All rights reserved.

LAS VEGAS - Gilbert Hyatt is quite a remarkable man. In 1968, he advanced the concept of the integrated circuit when he developed the method for including all the pieces necessary to operate a computer - other than the memory and interface - in one place. In 1970, he applied for a patent for a computer microprocessor.

While Hyatt’s patent application worked its way through the bureaucracy of the patent office, three engineers from Intel Corporation created the first commercially viable microprocessor. So, Intel is usually credited with the invention of the first microprocessor. Gilbert Hyatt thought that was unfair, and fought the perception of Intel as the inventor of the microprocessor until 1990, when the U.S. Patent Office formally - and finally - recognized Hyatt as the rightful inventor.

Gilbert Hyatt, as you already know, is a very smart man. So in 1991, Hyatt, a multi-millionaire electrical engineer and inventor with more than 70 U.S. patents, moved from La Palma, California to Las Vegas. He wanted a better quality of life and a better business environment. He also wanted the added tax benefits that Nevada offered of having no corporate or personal income taxes.

The California Franchise Tax Board was not happy to see Hyatt - and the hundreds of millions of dollars in licensing from his patents - move from the state. So, they arbitrarily claimed that Hyatt was a California resident through 1992, and assessed millions of dollars in income taxes for those years, in addition to imposing harsh penalties alleging that Hyatt had committed fraud against the state by moving.

Unable to resolve the dispute with the California tax bureaucracy using facts, logic and reason, Hyatt filed a civil lawsuit in 1998 in the Clark County, Nevada District Court. In his lawsuit against the California Franchise Tax Board, Hyatt alleged fraud, intentional infliction of emotional distress, abuse of process, breach of confidential relationship and invasions of privacy.

California fought back, claiming that this lawsuit shouldn’t be heard in Nevada. They took this argument to the Nevada Supreme Court, and lost. So, they appealed to the U.S. Supreme Court, and lost again. In the actual trial, an eight-member civil jury ruled unanimously against the California Franchise Tax Board, finding the allegations of fraud, abuse, and privacy invasions to be true. On August 4th, 2008, the jury awarded Hyatt $138.1 million in compensatory damages, and an additional $250 million in punitive damages on August 14th.

Hyatt expects California to appeal the verdict. John Barrett, spokesman for the tax authority in Sacramento told the San Jose Mercury News that, “we’re reviewing the matter and hope to have a decision soon.”

IRS warns about outsourced payroll

by Derek G. Rowley (c) 2008. All rights reserved.


LAS VEGAS - The IRS recently issued a warning to employers that outsource their payroll responsibilities to third-party service providers to be aware of certain potential problems. First, they remind employers that they are ultimately responsible if the provider fails to make payments. Second, they don’t recommend that you change the address of record on file with the IRS, so if there is problem you will know about it. Third, they recommend that you have the payroll provider post a fiduciary bond to protect you. And fourth, the IRS recommends that you ensure that your payroll provider uses Electronic Federal Tax Payment System (EFTPS) so you can confirm that payments are made on your behalf.

Drunken lawsuit

by Derek G. Rowley (c) 2008. All rights reserved.


LAS VEGAS - In May, 2005 a man in Connecticut drank 5 large margaritas at a restaurant and then walked to the New Haven train station. According to court documents, he claims that the ticket agent sold him a ticket and told him the train was waiting on track number eight, and he’d “better hurray”. So, he drunkenly stumbles onto the first train he finds - an out-of-service metro train. The doors close and the train travels to the train yard, about 10 minutes away. When the doors opened, the man saw that there was no train platform. He looks down and can’t see the ground. So he jumps from the train, spraining his ankle. And then he files a lawsuit. On July 11th, the Judge threw the case out.

Charging Order Protection for Nevada corporations

The right of a judgment creditor to collect against the assets of a judgment debtor varies depending upon the nature of the assets. Some asset types – primarily liquid assets - can be directly attached, while other asset types have limitations on attachment by the judgment creditor. Assets that cannot generally be directly taken by a judgment creditor usually provide for other recourse, such as potential foreclosure and forced sale of assets, or the imposition of a “charging order” against future income of assets. Read More...

Cheat Sheet: Non Profit Companies

What is a Non-Profit Corporation?


A Nonprofit corporation has no shareholders and cannot pay dividends. Instead of stockholders, the nonprofit has “members”, who generally pay dues for membership. Essentially, the shareholder of a nonprofit company is the “public good”. Under IRS Code 501 (c)(3) a nonprofit corporation may be formed to operate for some religious, charitable, educational, literary, or scientific purpose. Read More...

Tax nexus principles for Trucking

Here are the basic principles of tax nexus for the trucking industry:

  • The state of Incorporation has automatic nexus
  • Trucking businesses provide a service, which is not a generally protected activity under Public Law 86-272
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Asset protection strategies for real estate investors

Are you like the majority of real estate investors who are focused on finding good deals, buying, selling, and turning a great profit? If so, do not forget to protect what you have accumulated. It takes only one lawsuit and your entire investment empire can come crashing down. Read More...

Ten facts that make Nevada's corporate shield ultra strong

Here are ten reasons why Nevada's corporate veil is the strongest available. Read More...

TRADERS: What is the best structure for tax savings?

The following is an explanation of the corporation - limited partnership strategy for active traders. This strategy can allow you to legally write-off your computers, home office equipment, all educational expenses, and a large percentage of meals, entertainment and travel. Read More...

LFC Marketing v. Loomis

This case presents us with two issues: (1) whether a writ of attachment may be used to secure property after a judgment has already been obtained; and (2) whether a judgment creditor can pierce the corporate veil using a reverse alter ego analysis to reach the assets of a corporation that is allegedly controlled by the judgment debtor. Read More...

Why Everyone Needs a Living Trust

John and Mary owned a successful small business for 15 years until John suddenly died
of a heart attack. Mary did not want to run the business alone, so decided to sell it.
Read More...

Upstreaming Advertising

Chuck owns and operates a very successful mountain bike tire manufacturing
plant in Illinois that has been in business for the past ten years. Read More...

Upstreaming PR

John runs a busy executive recruiting firm in San Diego and uses two Public
Relations Firms extensively to get exposure around San Diego. Read More...

Upstreaming royalties

Jill lives in California and has an active seminar business that teaches investors
strategies on investing in the current real estate foreclosure market. Read More...

Nevada dual corporation strategy

Sam runs a very successful pipe bending business in Los Angeles. Read More...

Web-based business

Jane is a PHD Nutritionist who lives in Seattle, Washington and writes a very
successful e-newsletter on the latest trends in health and wellness. Read More...

Royalties

Bob is a prolific writer of business success books and has written over 20 books
in his 15 year writing career. Read More...

Foreigners doing business in USA

Larry lives in Canada and wants to start selling his unique line of fly fishing poles
in the United States. Read More...

Nevada Single Entity Strategy

Sarah lives in New York City and acts as a manufacturer’s representative for
several products in the medical field. Read More...

Litigation Facts

WARNING: Reading this list may cause high-blood pressure, nausea, or uncontrollable tears

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Wisconsin pierces the corporate veil over violation of consumer regulations

Mark R. Hinkston, a Wisconsin attorney, wrote an article that appeared in the February 2006 edition of Wisconsin Lawyer titled "Piercing the Corporate Veil". In his article, Hinkston discusses a case where the Wisconsin Court of Appeals held that personal liability attaches when a shareholder or officer violates consumer regulations such as Wisconsin's Home Improvement Code. This ruling potentially impacts the officers, agents and employees of many businesses that sell goods and services to consumers. Read More...

California Gets Caught

The California Franchise Tax Board got caught overstepping the restrictions placed by the U.S. Constitution on the ability of states to tax and regulate interstate commerce. For years, California has imposed state taxes on the WORLD-WIDE income of limited liability companies that do business in California - in blatant disregard for the Constitution.
Well, they got sued, and lost. Now they have to refund a whole lot of money.
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