Reusing land and recycling materials are more than socially responsible business decisions. Businesses that reuse and recycle are saving money. Indiana’s Brownfield and Recycling Programs provide technical assistance and funding resources to help identify opportunities and develop cost saving solutions. (more…)
Corporate and Business Blog
Environmental Cost Savings: Reuse and Recycle Land and Materials
Tuesday, August 16th, 2011A Case of Mistaken Identity – Franchise or Distributor
Thursday, August 4th, 2011Pete’s Plastic Pools, Inc. makes the best plastic kiddie pools in theMidwest. Cathy’s Corner Store wants to sell Pete’s pools. Cathy’s enters into an agreement with Pete’s to sell its full line of plastic kiddie pools. On its face this doesn’t sound like what we think of as a franchise but could we be mistaken? Most definitely.
We would need a lot more facts about the relationship between Pete’s and Cathy’s to determine whether it could be considered a franchise. There are a few important points to keep in mind. Something doesn’t have to be called a franchise to be a franchise for purposes of state and federal law. Generally such laws will look for three characteristics: (1) a specified marketing plan or system, (2) sale of goods or operation of the business related to a certain trademark or logo type, and (3) a fee.
And so what if a business is a franchise? If we are Pete’s we care because franchisor’s must follow extensive reporting and disclosure requirements and are also restricted on how a franchise can be terminated. If we are Cathy’s we care because we gain many rights and protections under these laws.
Agreements like those between Pete’s and Cathy’s, often referred to as distributor contracts, must be carefully drafted to avoid falling under franchise laws if that is not the intent of the parties. Contact Lori Young or another attorney on the Manufacturing and Distribution Team if you need help with franchise or distributorship issues.
Author: Lori Young (bio)
Phone: 812.452.3560
Email: lyoung@bamberger.com
What Lies at the End of the Road?
Thursday, May 12th, 2011When the co-owner of a business is considering options for exiting the business arrangement, the decision can be clouded by uncertainty. Often the organizational documents of the corporation will set out what process and procedures a business co-owner must undertake in order to exit the business. In the case of a corporation, this information may be found in the by-laws or a shareholders’ agreement. In the case of a limited liability company, this information may be found in the operating agreement. In general, there will be four options for a business co-owner who wants to exit the business. (more…)
Business Divorce
Thursday, April 21st, 2011Emotions run high; dirty laundry is aired; expenses soar. These are not just the characteristics of a break-up of a marriage, but they can also be the consequence of a business divorce. (more…)
Bamberger Seminar – Economic Incentives for Real Estate Development
Thursday, April 14th, 2011Bamberger is hosting a seminar in its Evansville office on Wednesday, May 11, 2011 from 11:30 am – 1:00 pm. In this seminar, the Bamberger team of real estate attorneys will discuss various forms of governmental incentives available for real estate development, such as TIFs (tax increment financing), tax abatement, and funding and financing Brownfield redevelopment. We will give real-life examples of these types of financial incentives and tell you how these measures can help you in your business development. (more…)
Terms and Condition Statements – An Opportunity and a Caution
Tuesday, March 29th, 2011Every state has laws that control commercial transactions, most notably the Uniform Commercial Code. Under these laws, many different aspects of the sale and its impact on both sides of the deal are defined as to warranty, revocation, rights of collection and numerous other aspects. These laws almost universally provide that they apply only if the parties have not otherwise agreed in their sale contract. This gives the parties the ability to define for themselves what terms and conditions will apply to the transaction. (more…)
Down on the Farm – Taking a Security Interest in Motor Vehicles
Thursday, March 24th, 2011When making an agricultural loan, questions often arise about how to properly take a security interest in collateral typically associated with such a loan. Commonly, questions arise when taking a security interest in motor vehicles owned by a farmer.
Indiana’s motor vehicle code draws a distinction between “motor vehicles” on the one hand, and “farm tractors,” “farm trucks, farm trailers, or farm semitrailers and tractors,” “farm vehicles loaded with a farm product,” and “farm wagons” on the other. A “motor vehicle” is one which is self-propelled upon a highway, excluding farm tractors and farm implements designed to be primarily operated in a farm field or farm premises, among other things. A “motor vehicle” is subject to a certificate of title issued by the Indiana Bureau of Motor Vehicles.
In order to take a security interest in a motor vehicle, the secured party must include a specific description of the motor vehicle in the security agreement, and the secured party’s lien should be noted on the certificate of title and the certificate of title is then held by the secured party. Where a vehicle is required to be registered (as opposed to titled), the item should be specifically listed on the security agreement and a financing statement should be filed. Included among these vehicles are farm implements, farm tractors, and certain other types of farm machinery.
Author: Laura A. Scott (bio)
Phone: 812.452.3557
email: lscott@bamberger.com
But we don’t have any unclaimed property!
Friday, March 18th, 2011That was the exclamation at many of the 3,500 Indiana businesses that recently received a notice of penalty from the Unclaimed Property Division of the Indiana Attorney General’s Office. These letters stated that “lack of response and participation in the Amnesty program has resulted in a late payment fine of $100 per day up to a maximum of $5,000…” These letters came as a surprise to Indiana businesses that do not hold any unclaimed property.
Indiana Code section 32-34-1-29 states that “A holder of property that is presumed abandoned…shall report in writing to the attorney general concerning the property.” The statute does not state that a business that is not a holder of unclaimed property must also report. Additionally, the Attorney General’s website states that “”Negative” or “Zero” annual reports reflecting that no unclaimed property is held by the holder or business enterprise are not statutorily required.”
A number of groups are currently working with the Attorney General’s office to resolve what seems to be a possible discrepancy between the statute and enforcement activity. We will keep you updated as we receive any additional information. In the meantime, if you received this notice, please consider contacting your legal counsel before paying the penalty. A few minutes with your advisor might save you some money.
Author: Lori Young (bio)
Phone: 812.452.3560
Email: lyoung@bamberger.com