Blogs

Business and Financial Services

Virginia Supreme Court Limits Transfers of LLC Membership Interest

Virginia law distinguishes between a member’s “control interest” in an LLC and the member’s “financial interest,” and those two rights may not transfer together automatically. In this Bean, Kinney & Korman article published in the BKK Business Law Newsletter, James V. Irving explains that the Virginia Supreme Court’s decision in Ott v. Monroe held that an LLC member’s control rights may terminate upon death even when the member’s financial interest passes through a will or estate. The article…

January 1, 2012

Business and Financial Services

Virginia Narrows Employer Non-Competition Protections

Virginia employers received another warning in late 2011 that broad non-competition agreements were becoming increasingly difficult to enforce. In this Bean, Kinney & Korman article published in the BKK Construction & Land Use Newsletter, James V. Irving explains that the Home Paramount Pest Control Companies v. Shafer decision invalidated a non-compete provision that prohibited a former employee from working in nearly any capacity within the pest control industry. The court found the…

December 1, 2011

Business and Financial Services

Details Matter: Family Limited Liability Companies and 1031 Exchanges

Family limited liability companies and Section 1031 exchanges can offer important tax and estate planning benefits, but only if taxpayers follow the technical requirements precisely. In this Bean, Kinney & Korman article published in the BKK Wills, Trusts and Estates Newsletter, Jonathan C. Kinney explains that the IRS and the Tax Court have increasingly challenged family LLCs, family limited partnerships, and 1031 exchanges when taxpayers fail to satisfy even basic procedural requirements.…

November 1, 2011

Business and Financial Services

Non-Competes in Virginia Civil Settlement Agreements

Virginia courts generally give greater deference to non-competition agreements arising from arm’s-length business transactions than to those imposed in employment relationships. In this Bean, Kinney & Korman article published in the BKK Business Law Newsletter, James V. Irving explains that civil settlement agreements may fall into that more favorable category because the parties are presumed to have relatively equal bargaining power. The article notes that Virginia courts are more likely to…

November 1, 2011

Tax Law

Portability Rule Clarified

The IRS clarified in 2011 that a surviving spouse can preserve a deceased spouse’s unused federal estate tax exemption only if the executor files an estate tax return making the portability election. In this Bean, Kinney & Korman article published in the BKK Wills, Trusts and Estates Newsletter, Jonathan C. Kinney explains that portability allows a surviving spouse to use the unused portion of the deceased spouse’s exemption, potentially increasing the couple’s combined estate tax protection…

November 1, 2011

Business and Financial Services

Tax Law: IRS Announces New Settlement Procedure for Workers Misclassified as Independent Contractors

The IRS introduced a new Voluntary Classification Settlement Program in 2011 that allowed employers to reclassify workers previously treated as independent contractors without facing the full penalties that normally accompany worker misclassification. In this Bean, Kinney & Korman article published in BKK Business Law News, the analysis explains that eligible employers could pay a reduced amount equal to roughly 10 percent of the employment taxes that otherwise would have been due for the most…

November 1, 2011

Bankruptcy, Restructuring and Creditors’ Rights

Bankruptcy – Not Necessarily an End to Construction Payments

Bankruptcy filings can create immediate disruption on construction projects, but they do not necessarily eliminate all avenues for payment recovery. In this Bean, Kinney & Korman article published in the BKK Construction & Land Use Newsletter, Juanita F. Ferguson explains that construction professionals still may have several important protections available even after a bankruptcy petition is filed. The article notes that while the Bankruptcy Code’s automatic stay generally prevents creditors…

September 1, 2011

Business and Financial Services

Non-Competition Agreements and Independent Contractors

Virginia courts traditionally analyze non-competition agreements in the employment context, but cases involving independent contractors raise additional questions because the parties are not in a typical employer-employee relationship. In this Bean, Kinney & Korman article published in the BKK Business Law Newsletter, James V. Irving explains that Virginia courts in 2011 enforced several non-compete agreements against independent contractors where the restrictions were narrow, reasonable, and…

September 1, 2011

Employment Law

Part II of II: Legal Considerations When Terminating An Employee

This is part II of my post from Friday. The following procedures provide a basic template that you can tweak to fit your company. Step One—Verbal Warning. Have the employee’s supervisor discuss with the employee the problem that has occurred and the corrective measures that need to be taken. Have another manager sit in on…

August 29, 2011

Business and Financial Services

Importance of Corporate Formalities

Corporations and LLCs provide valuable liability protection, but that protection can be lost if the owners fail to follow basic corporate formalities. In this Bean, Kinney & Korman article published in the BKK Business Law Newsletter, James V. Irving explains that businesses should maintain annual reports, preserve a registered office and agent, hold meetings when required, keep minutes and records, separate business and personal finances, and document major corporate decisions. The article…

July 1, 2011