In an era of accounting and securities scandals there seem to be more and more internal corporate investigations. If you happen to work for an employer that gets caught up in one of these internal investigations you may be interviewed by your employer’s outside lawyers. If this happens you need to be aware that these attorneys probably do not represent your interests even though you are an employee of the company that they represent. You may want to consider hiring your own counsel to be in attendance at these interviews to represent your interests. 
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Posts Tagged ‘Lori Young’
Why is My Employer’s Attorney Giving Me a Miranda Warning?
Thursday, November 10th, 2011Kicking the Tires on a Business Purchase
Tuesday, October 25th, 2011Purchasing 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…)
A 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
Lender Wins in Lien Priority Dispute with IRS
Thursday, May 19th, 2011The Seventh Circuit Court of Appeals recently ruled in favor of a financial institution in a dispute between it and the IRS. The lender had filed a mortgage on its borrower’s real estate and an assignment of rents. Subsequent to the filing of the mortgage, the IRS filed a tax lien against the same real estate. A receiver was appointed and collected rents from the mortgaged real estate.
A lower court determined that the IRS had a right to the rent collected. Fortunately for the lender, the Seventh Circuit saw things differently and reversed the lower court, giving the lender priority over the IRS in the rents. The Appeals Court did not rely on the lender’s separate lien on the rents, but on characterizing the monthly rental as the value of the real property for that particular month, as a new asset that came into existence subsequent to the mortgage.
If you have questions about tax liens or real estate financing, please contact a Bamberger attorney.
Author: Lori Young (bio)
Phone: 812.452.3560
Email: lyoung@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
Corporate Services Program for Your Business
Thursday, September 16th, 2010Administrative details take you away from the important challenges of running your business. Bamberger’s Corporate Services Program is designed to make your life easier and take some risk out of your business venture. I encourage you to take five minutes to read about how this Program can help your business. (more…)
What is Marshalling?
Thursday, September 9th, 2010Some of you may have heard your attorney talk about the “equitable doctrine of marshalling.” This doctrine is sometimes used when a senior creditor has a lien that covers two separate funds owned by a borrower. If a junior creditor has recourse as to only one of those funds, the senior creditor may be required to exhaust the fund that is not available to the junior creditor before going after the other fund. (more…)
Impairment of Collateral: What are the Costs?
Thursday, June 3rd, 2010The Indiana Supreme Court has ruled that the failure of a secured creditor to file a financing statement is considered an “impairment of collateral” which subjects the guarantor to unpredicted liability. (more…)
Hints 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…)
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…)