Read the full article online.

Five Star Professional is an independent research firm that screens wealth managers in several major cities across the nation. Based on market research, award candidates must be nominated by clients or professional peers in the area, and are then evaluated against 10 objective criteria. This year’s Five Star wealth managers represent less than 5% of the wealth managers in the Portland metro area. The intent of the Five Star Wealth Manager award is to assist consumers locate financial advisors who have strong experience, a solid base of existing clients, high client retention rates and favorable regulatory histories.

We are pleased with this year’s recognition and congratulate Rob on this honor.

With the amazing opportunities in the real estate market today, have you ever thought about jumping in to get a piece of the action yourself? Please join us for an informative presentation on Oregon foreclosure law, lead by Richard Uffelman, a well respected expert in real estate law and Shareholder of Buckley Law P.C. This session is for both seasoned and new investors, with a special emphasis on recent legislative changes affecting second trust deeds.

We will be offering this presentation on Wednesday, April 11, 2012.

To register to attend this seminar or to learn more information, please visit the NBI website at www.nbi-sems.com.

The Kruse Way Economic Forum presents Starve Ups, an exclusive entrepreneurial founders-only support group, which is currently the world’s most successful virtual start-up accelerator. Starve Ups has discovered the power of Pure Peer Mentoring, the “missing link” in:

• Successful start-ups from inception to acquisition
• Innovative products getting to market and changing the world
• Attracting investors and increasing returns in high risk start-ups

Join the experience of an upbeat Q&A panel discussion lead by John Friess, founder of Starve Ups and owner of journey gym. John will moderate the discussion with the founders of three of Starve Ups most intriguing and innovative companies:

Agilyx: Kevin DeWhitt  Sock it to Me: Paul Anthony  Rumblefish: Carrie Atkinson

Trade Show of Current Starve Ups Companies
Meet ten Starve Up companies in an open trade show environment with exciting demonstrations and giveaways.

Panel Companies:
Agilyx Recycling Waste Plastics into Clean Energy Products
Sock It to Me Fun and Funky Leg Wear for the People
Rumblefish Music Branding and Licensing

Trade Show Companies:
Agilyx Recycling Waste Plastics into Clean Energy Products
Sock It to Me Fun and Funky Leg Wear for the People
Rumblefish Music Branding and Licensing
Arcimoto Ultra-efficient Electric Vehicles for Everyday Driving
GadgetTrak Anti-theft for Mobile Devices
journey gym the World’s First Truly Portable Universal Gym
Looptworks Upcycling Pre-consumer Excess Materials into Clothing and Accessories
Supportland A Technology Startup Deeply Involved in the Movement Towards Sustainable Economies
Keen Mobility Safety. Comfort. Mobility.
Brass Content for the Money Side of Life

We will be offering this presentation on Wednesday, March 21, 2012.

If you recruit brokers look at your recruiting practices to determine if the BOR applies to them. If so, then you should closely review the disclosure requirements and work with legal counsel when making the disclosures.

1.  Form an advisory team. Selling a business is extremely complicated.  Seek counsel from your attorney, accountant, banker, financial adviser, appraiser and business broker.  Plan several meetings and assign roles to each person that fits their skills and temperament.  Being prepared won’t scare away a buyer; they expect you to seek professional guidance.
2. Increase the profits of the business.  Many owners minimize their profits for tax reasons by maximizing equipment purchases and other business expenses.  Increase the bottom line and show a trend of increasing sales and profits.  Those actions will give you an increased valuation and a larger purchase price.
3. Conduct a legal audit of the business.   Many owners wait until a sale is pending to conduct a “due diligence” review. This will delay the sale or reduce the selling price.  Instead, update the corporate books; finish any patent or trademark applications; get confidentiality signed agreements with key employees; review leases, purchase order forms, and contracts with key vendors and customers.   Many of these agreements have restrictions on assignment that can hinder the sale.  Make sure any pension and benefit plans are in compliance. Review and revise the employee handbook and policies.  Settle or win any outstanding litigation matters prior to putting the business on the market. No one wants to buy a lawsuit either before or after the sale.
4. Do some personal and business tax planning.  The form of the organization can severely impact the taxes on the sale of the business. Tax planning is imperative and must be started early.  Most buyers want to buy assets of a company rather than the stock so that no liabilities are inherited.  Sellers want to sell stock to benefit from the reduced capital gains rates. Sale of assets in a “C” corporation can result in double taxation to the shareholders.  In an “S” corporation gain on the sale will pass directly through to the shareholders.  Sale of equipment can result in recapture of depreciation at ordinary income tax rates. Sale of personal “goodwill” can help reduce the gain in the corporation and consulting arrangements are also used to funnel cash outside the corporation to the owner.
5. Figure out the potential buyers of the business.   There is a regular supply of middle managers leaving larger companies who have the desire to run their own business. Often, these managers have stock options, severance plans and other sources of cash to purchase a small business.  Other potential buyers are key employees, competitors, family members or partners.  If you can’t locate a buyer, a business broker can help find buyers and screen potential purchasers. Buyers should be qualified financially to put at least a 25% down payment on the purchase price.
6. Prepare a package for potential purchasers.  You will need a one- or two-page financial summary, an executive summary and a more detailed description of the business for potential purchasers.  Don’t provide more information until the potential purchaser signs a confidentiality agreement.  Buyers expect to see five years of financial statements and tax returns, accounts receivable aging, accounts payable aging, key employee agreements, key customers and vendors, corporate records and a host of other documents during the due diligence process.
7. Avoid trollers.  Some interested purchasers are bottom fishing for “deals” or just fishing for information on your business.  Be careful how much information you disclose in the initial meetings until their true intent can be identified.  Be especially wary if a competitor wants to purchase your business.
8. Prepare a “letter of intent” prior to drafting sale documents.  A non-binding letter of intent contains the key business sale terms which are then turned into sale documents by the attorneys.  Problems in a deal can be uncovered as the letter is prepared. Failure to address key issues in the letter of intent will doom the sale.
9. Keep your employees happy!  Your business will be more valuable if it has loyal and well-trained employees.  Sale rumors arise despite your effort to keep the deal a secret.  Employees get anxious about business sales and their role with the new owner.  Consider sharing some of the sale profits with your employees in the form of a “bonus”.  That will keep them motivated to keep the business healthy.
10. Plan what you are going to do after the business is sold!  Amazingly, some sales fail because the business owner discovers seller’s remorse at the last minute. They cannot part with such a big part of their life.  To cope, some sellers remain with the business as a consultant to help with the transition. If you can’t retire on your proceeds, use them wisely to start your next business venture or purchase!  Above all, take a break after the sale to do some of the leisure pursuits you always wanted to do.

Buckley Law P.C. is well equipped to assist both the seller and buyer in the business purchase transaction.  Our firm of 22 lawyers and 16 staff (including experienced paralegals) help give us the efficiency and depth to handle complex transactions. We work with our clients and their advisors for a successful transaction. While we protect our client’s interests we want to be known as dealmakers, not deal-breakers!

 For more information on our business sale and transaction services, please call Rob LeChevallier at 503-620-8900 or email me at rlc@buckley-law.com.

The new estate tax uses a revised rate structure with rates starting at 10% on assets above $1,000,000 and increasing to 16% on value in excess of $9,500,000. Here is a chart that shows the new rates:

 Gifts and Income Taxes

Currently, there is no gift tax payable in Oregon.  The federal annual gift tax exemption is $13,000 and the federal lifetime exemption is $5,000,000.   The federal exemption expires in 2012 and will revert to $1,000,000 unless Congress acts to extend it.  Clients may also want to take advantage of this gift tax exemption to eliminate filing an Oregon estate tax return if they are elderly, have sufficient income for their needs, and their estates are close to $1,000,000.

There is no “step-up” in basis for gifts that are made so clients should be aware of the income taxes that would be ultimately paid if the asset is later sold.  The combined federal and state capital gains rate will be higher than the Oregon estate tax rate.  Again, good tax planning is required. 

For business and real estate owners, this is a good year to consider making gifts of stock or real estate that are likely to appreciate.  Gifts can also be made to an irrevocable trust for the benefit of children, grandchildren or other family members.

Filing Requirements

An Oregon estate or inheritance tax return is required only if the gross estate of a person exceeds $1,000,000. Pre-death gifts that reduce an estate below $1,000,000 will eliminate the need to file an estate tax return.

Converting Real Estate to Personal Property

Non-residents of Oregon who own real estate or tangible personal property in Oregon can avoid the Oregon estate tax by transferring that property to a limited liability company. Intangible property such as a partnership or limited liability interests are taxed in the state in which the decedent is a resident. There are special rules for foreign nationals who have intangible property in Oregon to avoid double taxation if their country also has an estate tax that taxes their Oregon intangible property. 

Consider Establishing Residency in a State with a Higher or No State Estate Tax

Some clients own vacation homes in Palm Springs or Scottsdale.  Currently California is tied to the federal state estate tax credit and no longer requires a return to be filed. Arizona has repealed its estate tax. Washington has a $2 million exemption but the rates over that amount are between 10% and 19%.  If you are a “snowbird” you may want to change your residence to a state with no state estate tax.  Coupled with setting up limited liability companies for your Oregon property, you could reduce or even eliminate the tax.

Natural Resources Credit Revised

The new estate tax also revises the natural resources credit in Oregon. This change now allows deductions from an Oregon estate of up to $7,500,000 in the value of certain farm, forest, or fishing businesses that make up at least 50% of the adjusted estate value.  The natural resource rules are complicated and in order to avoid a recapture of the deduction, clients need good advice.  If you own farmland, timber property, a ranch or fishing property you may be able to take advantage of this increased exemption.

Effective Date

The new Oregon estate tax applies to persons who die on or after January 1, 2012.

 Rob LeChevallier    Buckley Law P.C.  Copyright 2012.

 If you want to have more input in who raises your children and who manages their money in the event of your death, you should think about preparing a will as soon as possible.  Your will should explain your preferences for their care and it should set up a trust when you die to hold their inheritance (which may be primarily life insurance proceeds), at least while they are minors.  Wills can be complicated multi-generational tax planning devices, or they can be a very simple statement of your wishes.  If you have a sizable estate, or if you expect the other parent to “fight” for custody of the children, you should definitely take the time and spend the money to get your documents carefully drawn up by competent attorneys. A strategically planned will can help your first choice custodian have the best chance of “winning” that second custody trial, or better yet, settling the issue out of court.  It can contain incentives for your children to attend college or keep in touch with grandparents and other family members. Even if you do not expect a custody dispute and your estate is very small, you can still take quick, inexpensive steps to protect your children’s inheritance.

 Many states have rules giving some portion of your estate to your spouse even if your will says otherwise.  However, once your divorce is final, your ex will no longer be entitled to “elect against your will”.  Make no mistake, the best plan is always to get the advice of an experienced estate planning lawyer.  There are so many variables that can’t be covered in an article like this, including differences between states, special requirements in your divorce decree, and unique circumstances in every family.   But even while the divorce is pending, any will may be better than no will at all, if your goal is to reduce or eliminate what your estranged spouse inherits from you.  So if you absolutely can’t afford the assistance of a lawyer, you may as well try to draft your own will and hope it works.

 In many states the simplest will is “holographic”, that is traditionally a document written on plain white paper, all in your own handwriting, with or without witnesses.  Anyone can write a holographic will, and while it certainly won’t cover every contingency, holographic wills have been upheld when challenged in court in many states. Best of all, if you live in a state that recognizes holographic wills, you can do this NOW and you can do it for FREE.  Holographic wills need not follow any special formula and they can say whatever you want in whatever language you choose.  You can write a holographic will as soon as you separate from your spouse, even while you are still married.  You can write your holographic will now and replace it as soon as you are able with a more comprehensive will. 

 When it comes to wills, there can be many formalities that you must follow. Check your local state rules for details. InCalifornia, for example, a hand written will that is signed by the writer can be valid even without witnesses.  InOregon, however, your signature must be witnessed by two adults who are both in the room together watching you sign. Generally, your witnesses should not also be beneficiaries of your will.   If you do prepare your own will, I recommend you put the original in a safe deposit box, or leave it with someone you absolutely trust who will know right away if something happens to you.  (You don’t want your ex to find the original will in your desk, read it, and immediately burn it!) 

 If your net estate, including real estate, retirement plans and insurance proceeds, is approaching or exceeds $1,000,000, you should see a lawyer about saving state and federal estate and gift taxes.  Otherwise, you may want all your assets sold and the net proceeds placed in a trust that is established after your death.  A trustee would be appointed to manage that money according to your directions.  That trustee would have a lot of responsibility on his/her shoulders. 

 Whether you decide to hand-write your will on plain white paper or hire competent, experienced lawyers to help you draft a binding and comprehensive estate plan to provide for your heirs, here are some questions you should think about and be prepared to answer before you start:

•  If I were to die while my children are still minors, who would be best suited to finish raising them?  Who would be my second choice?  If I choose a couple, what if they get divorced or one of them is no longer willing or able?  What are their full legal names, current addresses and phone numbers?
•  Would my children do better staying in their same school district?  In their same house?
•  Are there step-siblings, step-parents, grandparents or other close family and friends who would tend to lose touch with them if my children move away to live with my ex or my preferred guardian?
•  Is it important to me that my children be raised with specific cultural and/or religious training?
•  Do any of my children have special needs?  If so, might they be eligible for social security and/or other government assistance? 
•  Who could I count on to manage my children’s money, including insurance proceeds, when I’m gone?  If that person isn’t willing or able to help, who else could I nominate?  (This will be your children’s trustee.  Think of someone who is knowledgeable about investing and accounting for money, someone trustworthy and young enough to take care of this important job many years from now when your children are in college.  My personal preference is to choose someone OTHER THAN the caregiver to manage the child’s money.  You can also hire a bank or professional trustee, but they will have to be paid out of your children’s funds.)
•  What do I own, what is it worth, and what do I owe to banks, credit cards and others?
•  Do I have heirlooms that should stay in the family or go to particular people in my life?
•  Should my estate be divided equally between my children no matter what?  Or should all the money be available for my trustee to spend on any one child in case of an emergency?
•  Do I expect my children to inherit from any other family members?  If so, how much?
•  Do I want my trustee to pay some or all of my children’s college expenses if possible?
•  Do I want to reward my children for certain achievements, such as earning a bachelor’s degree?  Getting married? 
•  Do I want my children to receive whatever remains of their inheritance on their 18^th birthday?  Or should they receive the balance of their trust fund in phases at, say, age 25, 30 and 35?

 There are many other considerations in drafting a will, depending upon your particular goals and the nature and size of your estate.  If you can afford it, you should really consult a qualified attorney in your state.  Especially during and after a divorce, if your ex is not financially responsible or emotionally stable, I recommend you take the time to think about and write down your plans and preferences for your children.  Lock the original away some place safe.  Leave a photocopy with your other important papers, along with a list of your major assets and instructions about who to contact to get a hold of the original document.

 And please remember to change the beneficiaries to your investment accounts, retirement plans, IRAs, annuities and insurance policies!

We will be offering this presentation on Wednesday, January 18, 2012 from 11:45 am – 1:15 pm here at our offices. To learn more and to RSVP, please contact Liz Olsen at eao@buckley-law.com or by calling 503.620.8900. Thank you!

Please join us for this important presentation on transferring equity ownership. Jay Richardson, business, estate planning, and tax attorney, will lead this program and will discuss the various pros and cons of granting an ownership share to an employee.

Please join us for this important presentation on transferring equity ownership. Jay Richardson, business, estate planning, and tax attorney, will lead this program and will discuss the various pros and cons of granting an ownership share to an employee.

1. Have you already divided the household furnishings without incident, or do you expect that to be a simple process that need not involve lawyers?
2. Have you already split up the bank accounts and taken your names off any joint credit cards?
3. Are you still civil with each other? 
4. Are both of you really ready to get this divorce behind you?
5. Are you reasonably sure there are no hidden assets?
6. Do you know exactly where your assets are, generally what they are worth, and how much debt you have?
7. Do you each have a paystub or W2 form that will tell us exactly how much you actually earn, on average, over a 12 month period?
8. Are you childless, or are the kids over, say, 16 years old, such that there will be no arguments about parenting time or legal custody?
9. Are you pretty organized, so that your lawyers don’t need to spend a lot of time trying to find documents or information to complete the paperwork?

If you answered all these questions YES, we suggest you try our FAST TRACK to an uncontested divorce or legal separation. 

 In a nutshell, here’s how it works:  One spouse meets one time with one of our Family Law attorneys to discuss the process and design your proposed settlement of all issues. In case your settlement falls apart and you find yourself back on the “normal track” or worse, the “slow track”, this will be your trial attorney.  Once you pay your retainer, our experienced associates draft the opening documents and at the same time, a proposed final judgment that, if accepted by your spouse, resolves all issues between you.  We file your opening documents and pay your county filing fees on your behalf. You both waive your rights to “discovery” of each other’s bank and credit accounts, emails, pay stubs, etc.  Your spouse agrees to “accept service” of the relevant paperwork and either agrees to all the proposed terms or requests a few minor changes.  Once the documents are finalized and agreed to, you both sign in our office in front of a notary.  We file the final divorce judgment, obtain a judge’s signature, and deliver a “certified true copy” of the final decree to each of you.  NEITHER ONE OF YOU WILL EVER STEP FOOT IN A COURTROOM. 

 The cost?  That will depend upon how many revisions are required to the final judgment, whether your spouse hires his/her own lawyer to review our documents, and/or whether the case ends up requiring extensive negotiations.  Our retainer will be $5,000, which, if all goes smoothly, can cover 100% of your fees and court costs.  In the best case, you may agree to split our fees between you. 

 How fast is fast?  A truly uncontested case can be finalized very quickly, depending upon which county you live in.  We have completed some divorces within as little as 3 weeks.

 What if you were overly optimistic and settlement falls apart?  Don’t worry, we will simply step back in to negotiate on your behalf or, if necessary, try your case.  We have your back either way.