Everybody knows that January 1st is New Year’s Day, but did you know that January 1st is Copyright Law Day as well?  Like New Year’s Day, Copyright Law Day is an international observance, intended to celebrate the laws that protect the efforts of authors of all forms of tangible medium: books, artwork, sound recordings, films, online content, video games, etc.  In the United States, the root of copyright protection lies in the Constitution itself; Article I, Section 8, Clause 8 of the Constitution, states that Congress has the power “[t]o promote the Progress of Science and useful Arts, by securing for limited Times to Authors and Inventors the exclusive Right to their respective Writings and Discoveries.”  This mandate incentivizes the creation of works in service of the greater public good.

Do you have a list of YouTube channels that you subscribe to?  Do you have a favorite blog?  Do you “follow” social media celebrities on Instagram?  In these modern times, the rapid advance of technology continues to empower increasing numbers of people to communicate with one another in previously unexpected ways.  The days of email or texts seems quaint now in comparison to the communication landscape today; social media has turned everything into a “platform” for communication:  YouTube, Tumblr, Twitch, Snapchat, Instagram, Facebook.  All of these types of services, (and those that will be invented in the future), allow people to “create”.  The term “Creator” refers to those who use new technologies to create consumable content, but what they all have in common is that they are all “authors” of copyrightable works, and thus must rely on the powers of copyright law to protect their works. (more…)

Ten Things You (Probably) Didn’t Know About Copyrights

(This is the second part of a three-part series of columns on water rights.)

After my freshman year of college I spent two years living in Honduras. I was exposed to an entirely new culture and witnessed firsthand the harsh economic realities faced by many people. When I returned home and resumed my studies, my experiences in Honduras played a large part in my decision to major in economics.

I knew my courses would be math heavy, but I was surprised at how much the study of economics was the study of human nature. At the micro level, we learned how utility theory explains individual consumer behavior by examining the satisfaction or pleasure derived from the purchase of a good or service. At the macro level, we learned how governments use the inverse relationship between the money supply and interest rates to encourage certain large scale consumer behavior. (more…)

Docking and Mooring Regulations on Canandaigua Lake

On December 19, 2017, a 1097 page “simplified tax code” was passed by both the House and Senate and signed into law on December 22, 2017. The bill went into effect January 1, 2018 with paycheck withholding changes likely starting in February. This article will summarize the major provisions of the bill.  We will also follow up from time to time to analyze some of the relevant provisions in more detail.

On the individual front, the bill eliminates many itemized personal deductions, including the very large list of miscellaneous itemized deductions such as the deductions for tax preparation, home offices, mileage, license fees, dues to professional organizations, job search expenses (with no hint of irony under the “Jobs Act”) and legal fees, to name a few.  (Note, however, that some of these expenses may continue to be deductible as ordinary and necessary business expenses for a business or profession regularly carried on).  However, the bill keeps charitable donations, property and state income tax deductions (though limited, as discussed below) and the residential mortgage interest deduction.  Only the interest on mortgages of up to $750,000 (down from $1,000,000) will be deductible, but home equity loan interest will no longer be deductible. It’s worth noting that those who have mortgages in excess of $1 million will be “grandfathered” and will still be allowed to deduct the interest. However, that is not the case for home equity loans and all interest deductions will cease. (more…)

The Tax Cuts and Jobs Act – let the (tax) games begin

The Americans with Disabilities Act (“ADA”) is one of the most far-reaching, influential pieces of legislation that exists in the United States. As a whole, the ADA is an amazing tool for individuals with disabilities to have their rights protected and respected by all kinds of institutions. However, there is one type of institution that may be able to avoid the requirements set by the ADA: State Public Colleges and Universities.

Knowing how expansive the ADA is, especially with the addition of the ADA Amendments Act in 2008, it may surprise some to learn that it still has a serious limitation to overcome. The limitation centers around a novel legal issue that courts have consistently found ways to avoid and “punt” away. That issue centers around the authority of the ADA in Title II, applying to State and local government entities. Courts have articulated the issue as whether Congress may validly abrogate sovereign immunity with respect to an action that violates Title II of the ADA. Before we tackle that question, let’s discuss an example. (more…)

State universities and their possible immunity from the Americans with Disabilities Act

(This is the first part of a three-part series of columns on water rights.)

Usable fresh water is one of our most important and limited natural resources. The United States Environmental Protection Agency estimates that less than 1% of the Earth’s water is available for human use. Despite the limited amount of usable water, human water consumption continues to increase. The World Water Council has estimated that during the 20th century the rate of growth in human water consumption was twice the rate of population growth.

Locally, we are blessed with significant fresh water resources throughout the Finger Lakes. Canandaigua Lake provides fresh drinking water for roughly 70,000 people and is a major player in the $1.5 billion per year Finger Lakes tourism industry. Canandaigua Lake is a shared treasure under increasing strain as more and more people rely on it for drinking water, recreation, and tourism dollars. The recent blue-green algae blooms are a strong reminder of our need to protect the lake. (more…)

Public and Private Rights on Canandaigua Lake

You are getting on in years, are the founder of a successful business, and are starting to think about the next phase of your life and retiring.  Maybe you are just getting tired of the daily grind and would like to travel or spend more leisure time with grandchildren. Or perhaps you or your business partner has had a recent, serious health issue, or an unsolicited offer to buy the business has been made, or worse yet, you have lost a partner or a key employee who you always expected would take over and buy you out when you were ready.  Up to now, you haven’t had the inclination or the time to give any serious thought to planning this transition.  But now that events beyond your control have intervened and forced the issue, you feel unprepared and ill-equipped to address this pressing situation.  If this is you, you are not alone.

The fact is that over ninety percent of business owners do not engage in any advance planning at all for the succession of their businesses.  Rather, some external event like those listed above typically triggers a hastily executed plan resulting in unexpected, immediate and significant change that too often precludes the ability to transition the business in an optimal manner to the benefit of the business and you and your family, both from a personal and a financial perspective.  A fire sale is never for fair market value.

The good news is that this scenario is completely avoidable with the assistance of a competent business attorney with the experience and skill needed to develop a succession plan that is tailored to your business and your needs so that you have peace of mind and a plan in place that will be ready for execution when the time arises – for whatever reason.

A team approach to the planning process is best, with the business attorney acting as the quarterback, assembling the working group consisting of your accountant, estate planning counsel, investment advisor, banker, insurance agent and other trusted advisors as required for your particular situation.

The first order of business is to understand your vision for your future and that of the business, and to value the business.  Part of this process also will be to identify and address any deficiencies in the business’s organizational structure and management team so that you and your business are optimally positioned for transition, whether by a sale of your interest to a family member, a key employee or management group, to all employees in an ESOP transaction or to an unrelated third party down the road.

The planning process includes an unbiased review of all aspects of the business to position it for transition, including its operations, finances and management, including identifying and fixing, well in advance of the intended transition date, all impediments to an optimal buy out for you as owner.  In a family owned business, this process usually also includes identifying family members who are likely successors and providing experiential training and promotion strategies for them to assure that they will have the necessary skill set to take over when the time comes.  The sooner this analysis is undertaken and implemented, the better – to make certain that you have the time to take advantage of existing tax planning opportunities to transfer ownership to your heirs at an affordable cost.

So take heart – you still have time.  With proper succession planning, you can maximize your financial return for your life’s work by positioning your business properly for an orderly transfer with the least disruption possible at the proper time; you can then leave the world of work secure in the knowledge that your business will continue to grow and flourish.

Carol Maue is a partner and chair of the Business Law Group at Boylan Code LLP, concentrating her practice in business and finance, intellectual property and employment law matters. She can be reached by email at cmaue@boylancode.com. Boylan Code offices are located in Canandaigua, Newark and Rochester. This article is not legal advice.

To read the published article in the Daily Messenger, click here.

Is Your Business Ready for Your Departure?