Most complaints alleging damages to real property from environmental contamination include trespass, nuisance and negligence claims. Many involve contamination in groundwater that has migrated or continues to migrate from nearby former manufacturing facilities. Only the negligence claim survived against a polluter in KB Home Inc. v. Rockville TBD Corp., No. 49A02-0909-CV-881 (Ind. Ct. App. June 18, 2010) because the polluting activity was over and the damage had already been done when KB purchased its property. (more…)
Corporate and Business Blog
Indiana Environmental Case Update: Only Negligence Survives Against a Polluter When “The Damage Has Already Been Done.”
Wednesday, June 23rd, 2010Hints for Corporate Resolutions
Tuesday, June 1st, 2010When obtaining Certificates of Resolution from a corporation, it is very important that all blanks are properly filled in and the necessary signators have signed. (more…)
Ten Questions to Ask Before Starting a Non-profit
Friday, May 21st, 2010Many of us enjoy the satisfaction that comes from working with a charitable organization, but often we do not realize the substantial work that goes into forming and operating a non-profit organization. Sometimes when a group of people come together with a common charitable mission in mind, they believe that the appropriate first step is to form a non-profit organization. This is not always the right thing to do. Before deciding to form a non-profit organization, organizers should answer these 10 questions in order to see if forming a not-for-profit organization is really necessary: (more…)
Non-Profit vs. a Charity: What’s the Difference?
Friday, May 14th, 2010In ordinary discussions of different kinds of charitable organizations, the terms non-profit, not-for-profit, charity and foundation are often used interchangeably. However, each of these designations has legally distinct meanings and can differentiate between the legal status of these organizations. First, it is important to note that not all groups and associations that do “good work” are separate entities at all. Some are simply non-chartered groups of individuals who get together to do something without formal legal action. Even though they might have a separate name for their group, the entity does not have a separate legal existence from its members. (more…)
Kicking the Tires on a Business Purchase
Wednesday, April 28th, 2010Purchasing a business or the assets of a business can be a risky proposition. One way you can decrease the risks to yourself as a buyer is to obtain as much information about the business as possible. (more…)
Notice: Change in Bamberger Blog Subscription Provider
Wednesday, April 21st, 2010As the Bamberger Blog subscriber list continues to grow, we have decided to upgrade our Blog’s email and RSS service from Google Feedburner to the more enhanced Google FeedBlitz. (more…)
Buying a Business: Do I Need a Letter of Intent?
Monday, March 29th, 2010Most business owners are aware that a purchase of a business is typically accomplished through a purchase agreement signed by all parties. However, there is an important step that needs to be taken in the purchase and sale of a business before a purchase agreement is prepared. (more…)
Selling Your Business: Confidentiality is the First Step
Friday, March 26th, 2010When considering a sale of their business, many business owners are unsure about the best way to begin negotiations with a prospective buyer. Most business owners are aware that at some point an asset purchase agreement needs to be signed that sets out all of the final terms and conditions of the deal. However, there is a very important and often overlooked step that should be taken prior to negotiations taking place. (more…)
Grain is Not Inventory
Friday, March 5th, 2010In a commercial loan setting, bankers are used to thinking of the raw materials, work in process, and products held by people for sale or lease as inventory. The Uniform Commercial Code in section 26-1-9.1-102 specifically codifies this perception.
There is, however, an important exception to this designation. If your borrower is a farmer, grain and seed will not be included in the definition of inventory. This is because the definition of inventory specifically excludes farm products. The term “farm products” is defined as not only crops growing in the field, but also, without limitation, crops grown or to be grown and supplies used or produced in a farming operation.
Although revised Article 9 has simplified the process of taking a security interest in agricultural products, these liens do still differ in application from liens on ordinary equipment and inventory.
Author: Andrew C. Ozete (bio)
Phone: 812.452.3582
email: aozete@bamberger.com
What is a Negative Pledge?
Wednesday, February 24th, 2010A negative pledge is really not a pledge at all. A negative pledge is a promise by a borrower to not allow any liens to be placed upon some or all of the borrower’s assets. Negative pledge language is often found in standard bank loan agreements as one of many covenants (promises) made by the borrower. As with other covenants in the loan agreement, violation of a negative pledge is usually an event of default. A negative pledge can also be a stand alone document. Frequently stand alone documents are for negative pledges of real estate assets and are in a form that allows recording in the real estate records of the county in which the subject real estate is located. (more…)