Category: law firm

How to Market Your Firm When You Don’t Need an In-House Hire

Law firms of any size need some level of marketing for long-term growth and sustainability. To be successful, every law firm must focus on its marketing. In an ideal world, lawyers would have the time to do what they do best and also market their business so it can grow. However, lawyers are inherently busy individuals, and it often doesn’t make sense to try to do it all themselves. Trying to do it all alone is overwhelming, and your time is best spent helping clients.

The simple answer to this time crunch dilemma is to hire someone in-house to take over the marketing efforts. But for many firms, that has a laundry list of drawbacks, such as additional time and expense. Perhaps you don’t have the marketing needs or budget to hire someone to market your law firm on a full- or even part-time basis. Hiring someone in-house means you need to have enough work and room in your budget to keep them busy. So, what are your other options?

Do it Yourself

Continuing to market your law firm yourself is one option. But let’s be realistic; you cannot do it all. With your busy schedule, you might only have one to three hours per week to dedicate to your marketing efforts. If this is the case, pick one or two marketing elements to be consistent with. For example, focus on your blogs or social media posts. If you need more help, as this tiny sliver of weekly time is not likely to move the needle or be sustainable, it’s time to outsource.

Hire an Agency or Freelancer

One viable option could be hiring an agency or freelancer to take over all or most of your marketing tasks. Outsourcing can help take some of this pressure off. Leaving your marketing in the hands of an experienced and knowledgeable agency or freelancer gives you peace of mind that it’s being done optimally. It also lets you focus on your clients and practicing law—which is what you went to school for, after all.

Identify Your Marketing Goals

If you decide to go this route, determine what your primary marketing goals are and go from there:

  • Do you want more leads?

  • Do you want to see more conversions?

  • Do you need to get more referrals?

  • Do you need a better ROI for your marketing dollars?

By listing your marketing goals and dreams and what you’re already doing, you can visualize your marketing gap and identify when it’s time to work with a professional. The more significant this gap, the more likely you need to hire a professional as soon as possible. In the meantime, you could be missing out on signing new clients.

Get an Outside Opinion

When you work with a freelancer or marketing agency, you will have a professional on your side who can also audit your marketing plan and tell you what your marketing is missing. Having another person, especially a marketing expert, lay eyes on what you’ve done to market your law firm and your future plans can help you identify your weaknesses and course correct to the right path. Marketing professionals can take what you have already started and turn it into something bigger and more successful.

Benefits of Working with a Marketing Agency or Freelancer

Working with a marketing agency or freelancer can provide your law firm with the following benefits:

  • Increased brand awareness

  • Greater ability to be found on the internet

  • More website traffic

  • Building trust and credibility with your audience

  • Improved online presence and engagement

  • Conversion rate optimization

  • Cost efficiency

  • Tracking and interpreting marketing efforts

  • Strategy and creativity – for example, creating targeted campaigns for niche clients

Last but not least, they allow you to focus on obtaining optimal outcomes for your clients instead of trying to market your law firm.

Article By Meranda M. Vieyra of Denver Legal Marketing

For more business of law legal news, click here to visit the National Law Review.

© 2022 Denver Legal Marketing LLC

Five Ways to Encourage Lawyer Participation With Your CRM System

Lawyers are busy and often resistant to change, so getting them on board with using a new or even your existing CRM system can be challenging.

But if you approach your CRM efforts as a value-added benefit that will support their marketing and business development efforts and is not difficult to use or time-consuming, you can increase CRM adoption and participation by your lawyer population at any size law firm or professional services organization. Here’s how.

  1. Explain what’s in it for them. Spend the time to clearly outline to users how the CRM system will directly benefit them, not just the organiztion as a whole.
  2. Put yourself in their shoes. Overcomplicated systems and non-technical users are a recipe for disaster. The whole point of implementing a CRM system is to improve efficiency and productivity, not hinder it, so make it easy for your lawyers to use it – or they simply won’t. In addition, lawyers use many different systems on a daily basis, such as time and billing, practice management and document management. CRM can become the one place to get all or most of what they need and allow them more time to be lawyers. Tip – look for CRM systems that include customizable dashboards to personalize daily views.
  3. Show lawyers how easy it is to gain value and insights from the information in the CRM on their own. Engage your marketing professionals to regularly meet with lawyers on a regular basis to gather new and updated contact information.
  4. Find a system that makes it easy for lawyers to share appointments and activities with CRM. This way, marketing professionals can provide strategic, proactive support for upcoming prospect and client meetings based on CRM data. For example, let’s say your marketing manager sees a calendar appointment with a prospective client on an attorney’s schedule. She could then reach out to them and proactively create pitch materials and share who-knows-who info, past matters information and other intelligence. After meetings, attorneys can be prompted to add their meeting notes in CRM too.
  5. Maintain clean, updated CRM data. Your CRM is only as useful and strong as the information entered into it, so if its users are inputting inaccurate data, you’ll only distill inaccurate insights from it. Ensure your data is up to date and accurate, and implement a regular data cleaning process which you can outsource if you don’t have internal resources to manage it.

5 Ways to Encourage Lawyer Participation With Your CRM System

While the keys to CRM adoption success will vary for each firm, the common, important thread is always the “value exchange.” If you make it easy for your attorneys to contribute valuable information – and ensure they are getting value out of the CRM – adoption and CRM success will follow.

Increasing CRM adoption and participation takes time, but it is an important investment to make and one that will provide many long-term benefits for your lawyers and your firm.

Another strategy to consider: redefining CRM success by minimizing the need for attorney adoption. Many smart firms are moving away from the traditional model of having attorneys be responsible for data entry. We’ll discuss that in an upcoming post.

Article By Christina R. Fritsch JD of CLIENTSFirst Consulting

For more business of law legal news, click here to visit the National Law Review.

© Copyright 2022 CLIENTSFirst Consulting

The COVID-19 Change Order

During the pandemic it has become common for contractors to submit change orders to owners seeking reimbursement for COVID-19 related expenses and costs.  This is especially true for large construction projects.  These “COVID-19 Change Orders” seek reimbursement for everything from masks, dividers, hand sanitizer and other items required to follow and implement CDC guidelines (or to comply with state and local orders) for maintaining a safe work environment.  COVID-19 Change Orders also seek reimbursement for extended general conditions caused by having less workers on site because of social distancing requirements, lost time caused by shorter working hours, and lost time associated with CDC mandated hygiene breaks and temperature checks. On larger projects, COVID-19 Change Orders can escalate into millions of dollars and are often submitted without warning towards the end of a project when final completion and the payment of retainage are approaching.

For owners and contractors that are trying to complete their projects, many of which have been delayed or suffered from cost overruns, these unexpected COVID-19 Change Orders can be very problematic and hard to navigate.  Owners will argue that increased costs associated with the pandemic have affected all businesses, not just contractors.  Contractors will respond that these are real costs that they must pay to operate.  Often, the justification for reimbursement is not black and white because it is hard to find a specific contractual provision that addresses such an unprecedented situation, which causes uncertainty and strained relations between owners and contractors at the end of a project.

The justifications asserted for COVID-19 Change Orders vary from project to project and are sometimes asserted as an event of force majeure or more commonly as a general change in site conditions.  While many force majeure clauses expressly apply to acts of God, pandemics and government shutdowns, that is not the end of analyzing whether the clause applies.  While the application of a force majeure clause to these situations is highly dependent on the wording of such a clause, most require that performance be completely prevented and do not recognize commercial impracticability as a justification for delay.  There were a small number of projects that were shut down at the beginning of the pandemic by state and local orders in stricter jurisdictions, but for the most part complete shutdowns were uncommon because of various exceptions to such orders for businesses broadly defined as “essential.”  As the pandemic extended through late 2020, and into 2021, shutdowns became non-existent.  Finally, many force majeure clauses don’t allow for the reimbursement of costs for implementing required protective measures, they simply allow for an extension of the contract time.

As a result, many contractors have turned to other contractual provisions, such as language related to changes in site conditions or clauses related to change orders in general.  But prior to the pandemic these provisions were not drafted with this circumstance (a virus) in mind.  Instead, they usually apply to changes in “physical” conditions at the site that are specifically described, like subsurface conditions, otherwise concealed physical conditions or hazardous materials found at the site.   Making the argument that a virus is an unknown “physical” condition at the site can be a challenge since the virus is airborne, not necessarily part of the site itself and not unique to the site.  In addition, because many of these clauses require the approval of the owner or are only triggered by specific conditions, they may not support a unilateral change order.

Because of the ambiguity surrounding COVID-19 Change Orders, many owners will initially be reluctant to cover such reimbursements for their contractors.  Aside from the specific language in their construction contracts, Owners should consider other factors when deciding whether to reject, accept or partially accept COVID-19 Change Orders, including the risk of strained relations with its contractor, distractions at the project and the costs of a potential dispute with its contractor.  If there are remaining construction contingency funds available, and the project has otherwise run smoothly, the owner should consider offering all or part of it at the end of the project to avoid a dispute.  Likewise, contractors should be thoughtful and thorough when deciding whether to seek reimbursement for project costs associated with COVID-19, and make sure the costs at issue were necessary and can be verified.  Finally, if the contractor received government loans or payments because of the pandemic, including funds from the Paycheck Protection Program, it should strongly consider not seeking reimbursement from the owner.

Article By Richard F. Whiteley, Phillip L. Sampson Jr., and Stacianne M. Wilson of Bracewell LLP

For more coronavirus legal news updates, click here to visit the National Law Review.

© 2022 Bracewell LLP

July 2022 Legal Industry News and Highlights: Law Firm Hiring, Industry Recognition, and the Latest in Diversity and Inclusion

Thank you for reading the National Law Review’s latest in legal industry news – read on below for updates on law firm hiring and expansion, industry awards and recognition, and diversity and inclusion initiatives! We hope you are staying safe, happy, and healthy.

Law Firm Hiring and Expansion

Womble Bond Dickinson has announced its upcoming merger with Cooper, White & Cooper LLP, a multi-practice law firm based in San Francisco. Effective on September 1, 2002, the expansion will strengthen Womble’s presence in the Bay Area, with more than two dozen legal professionals operating out of the San Francisco area.

“California is home to some of the world’s key business and technology hubs, with San Francisco chief among them,” said Betty Temple, CEO and Chair of Womble Bond Dickinson (US). “The state – and indeed the entire West Coast – is strategically important to Womble, and we are thrilled to anchor our presence in the market through a firm that is well-known for its robust litigation and transactional skills. We look forward to continuing the growth of our services and footprint on the West Coast and in other key markets to provide greater value to our clients.”

“We have been impressed by Womble’s transatlantic platform and stellar reputation for advising companies on complex, high-stakes issues,” said Jed Solomon, a partner at Cooper, White & Cooper. “Combined with our cultural compatibility and shared commitment to exceptional client service, this was an ideal opportunity to expand our services to our collective client base.”

James W. Cox, MS, an experienced biologist and risk assessor, has joined Bergeson & Campbell, P.C. and The Acta Group as Senior Scientist. Mr. Cox, who has formerly served as an Acting Lead Biologist in Risk Assessment in the EPA’s Office of Pollution Prevention and Toxics and as a Biologist at the Department of Defense, has reviewed hundreds of biological agents, nanomaterials, industrial chemicals, and more to determine risks to human health and the environment. At the firm, he will continue to provide regulatory process guidance for products subject to the Federal Insecticide, Fungicide, and Rodenticide Act (FIFRA), the Toxic Substances Control Act (TSCA), and other notable regulatory programs.

“James’s contributions to our practice areas come at a crucial time, given the considerable uptick in the need for risk assessment skills,” said Lynn L. Bergeson, Managing Partner of Bergeson & Campbell and President of Acta. “We are so pleased James has joined our team and look forward to introducing him to our clients.”

Varnum LLP has expanded its office in Birmingham, Michigan. With growing client demand and ongoing hiring, the firm has nearly doubled the size of its operations in the area in the last three years, featuring noteworthy practices in the fields of banking, finance, corporate law, M&A, intellectual property, and more.

“Since opening our doors in Birmingham three years ago, we have been thrilled with the reception from clients, legal talent and the community alike,” said Firm Chair Ron DeWaard. “Our newly expanded office will allow us to continue our growth trajectory with first-class space for clients and talent.”

Industry Awards and Recognition

Nick Welle, Partner at Foley and Lardner LLP, has received a 2022 Philanthropic 5 Award from the United Way of Greater Milwaukee & Waukesha County. Created by the organization’s Emerging Leaders Council, the award recognizes five notable leaders in the community, particularly ones that have made significant contributions of mentoring, volunteer work, or leadership to nonprofit organizations in the area.

Mr. Welle is the Chair of the firm’s Health Benefits Practice Group, as well as the co-chair of the Pro Bono Committee based in Milwaukee. Both at the firm and through community volunteer work, Mr. Welle has managed projects such as camp clean-ups, backpack drives, and clothing fundraisers in the area, dedicating hundreds of hours to the Boys & Girls Club of Greater Milwaukee. Additionally, he assists in running the Milwaukee Street Law Legal Diversity Pipeline Program, which aids high school students from diverse backgrounds in researching potential legal professions.

At the 40 at 50 Judicial Pro Bono Recognition Breakfast, Barnes & Thornburg LLP was honored by the Judicial Conference of the District of Columbia Circuit’s Standing Committee on Pro Bono Legal Services for its ongoing commitment to pro bono legal services. More than 40 percent of the firm’s Washington D.C.-based attorneys performed more than 50 hours pro bono work in the last year, and as such, the firm was made eligible for the recognition.

In addition, the organization recognized Barnes & Thornburg for being one of only six firms in which at least 40 percent of its partners in the Washington D.C. office reached the 50-hour marker.

Tycko & Zavareei LLP’s Sabita J. Soneji has been nominated to the Public Justice Board of Directors for a term that will last three years. Working against unchecked corporate power, ongoing pollution, unjust employers, punitive credit card companies, and more, Public Justice engages in impactful legislation to take on notable systemic threats to justice in the United States. Ms. Soneji, a Partner at Tycko & Zavareei, has nearly 20 years of experience in litigation and legal policy, fighting consumer fraud at both the federal and state level.

“I’m genuinely honored to be nominated to serve on the Board of an organization that tirelessly works to promote justice, diversity, and fairness,” said Ms. Soneji. “I’m even more excited to get to do that work with such an incredible group of devoted attorneys.”

Diversity, Equity, and Inclusion

Brittainy Joyner, attorney at Shumaker, Loop & Kendrick, LLP, has been accepted into the 2022 cohort for the Nonprofit Leadership Center’s Advancing Racial Equity on Nonprofit Boards (ARENB) Fellowship. Broken into six separate sessions, the ARENB program helps to advance the racial and ethnic diversity of nonprofit boards throughout the Tampa Bay area, ensuring these organizations are prepared and committed to fostering more inclusive cultures and environments. Ms. Joyner, a member of Shumaker’s Litigation and Disputes Service Line, focuses her practice on litigation and disputes for homeowners associations, as well as arbitration, mediation, and negotiation.

“We are proud that Brittainy got accepted into Advancing Racial Equity on Nonprofit Board Fellowship,” said Maria Del Carmen Ramos, Shumaker Partner and Diversity and Inclusion Committee Co-Chair. “At Shumaker, we understand the importance of promoting racial equity. We are happy to see our attorneys, like Brittainy, being committed to doing something about it. We know Brittainy will be a valued fellow.”

In celebration of 2022’s Pride Month, New York Times bestselling author and Pulitzer Prize finalist Dr. Eric Cervini joined Katten Muchin Rosenman LLP attorneys for a virtual conversation about the history of LGBTQ+ politics in the United States, as well as the continued battle for LGBTQ+ rights. The event was moderated by firm Partner J Matthew W. Haws, who is a member of the Lesbian and Gay Bar Association of Chicago and the National LGBTQ+ Bar Association.

With more than 300 anti-LGBTQ+ bills proposed this year across the country, Mr. Cervini acknowledged the community’s ongoing struggle. However, he noted “As I remind people, we have been through much worse. We have survived the inquisition, the Lavender Scare, the AIDS crisis, and Anita Bryant […] We can certainly get through this. But we need to be studying up, how we were successful and how we failed in the past and then also be recruiting new allies, just as Frank Kameny recruited the ACLU, we need to be recruiting new allies today.”

Darrell S. Gay, partner at ArentFox Schiff LLP, has been named one of Crain New York Businesses’ 2022 Notable Diverse Leaders in Law. Selected for his contributions to local counseling, pro bono work, and community service and philanthropy, as well as his commitment to diversity, equity, and inclusion initiatives, Mr. Gay is an experienced attorney, focusing his practice on the field of labor and employment. He assists in guiding clients through employee relations issues, as well as internal investigations and traditional labor matters.

In addition, Mr. Gay is a longtime leader in the private bar and the business community. He served for three years as the Commissioner for the New York State Civil Service Commission, and additionally played a central role in founding and leading the firm’s Center for Racial Equality.

Article By Chandler Ford of The National Law Review / The National Law Forum LLC

For more business of law legal news, click here to visit the National Law Review.
Copyright ©2022 National Law Forum, LLC

Are You Being Served? Court Authorizes Service of Process Via Airdrop

In what may be the first of its kind, a New York state court has authorized service via token airdrop in a case regarding allegedly stolen cryptocurrency assets. This form of alternative service is novel but could become a more routine practice in an industry where the identities of potential parties to litigation may be difficult to ascertain using blockchain data alone.

Background on the Dispute

According to the Complaint in the case, the plaintiff LCX AG (“LCX”) is a Liechtenstein based virtual currency exchange. As alleged in the Complaint, on or about January 8, 2022, the unknown defendants (named in the Complaint as John Does 1-25) illegitimately gained access to LCX’s cryptocurrency wallet and transferred $7.94 million worth of digital assets out of LCX’s control. Cryptocurrency wallets are similar in many ways to bank accounts, in that they can be used to hold and transfer assets. In the same way a thief can transfer funds from a bank account if they gain access to that account, thieves can also transfer cryptocurrency assets if they gain access to the keys to the wallet holding digital assets.

Following the alleged theft, LCX and its third-party consulting firm determined that the suspected thieves used “Tornado Cash,” which is a “mixing” service designed to hide transactions on an otherwise publicly available blockchain ledger by using complicated transfers between unrelated wallets. While Tornado Cash and other mixing services have legal purposes such as preserving the anonymity of parties to legitimate transactions, they are also utilized by criminals to launder digital funds in an illicit manner.

Even the use of these mixing services, however, can often also be unwound. This is especially true in transactions of large amounts of cryptocurrency, similar to how transactions utilizing complex money laundering schemes in the international banking system can be unwound. According to the blockchain data platform Chainalysis, although Illicit crypto transactions reached an all-time high of $14 billion in 2021, these suspected nefarious transactions accounted for 0.15% of crypto volume last year, down from 0.62% in 2020.

While the Complaint alleges the suspected thieves used Tornado Cash, LCX believes its hired consultants were able to unwind those mixing services to identify a wallet which is alleged to still hold $1.274 million of the allegedly stolen assets.

Unlike bank accounts which have associated identifying information, there are often no registered addresses or other identifying information connected to digital wallets. This makes it difficult to provide the actual proof of service required to institute an action or obtain a judgement against an individual where the only known information is their digital wallet addresses. Service via token airdrop into those wallet addresses solves that issue.

Service Via Airdrop

Service of lawsuits is traditionally made on the defendant personally at a home or business address via special process servers. In cases where service on the individual is not possible for some reason, many states authorize alternative means of service if the plaintiff can show that the alternative means of service likely to provide actual notice of the litigation to the defendant. For example, courts have historically allowed notice via newspaper publication as an alternative means of service where the defendant cannot be serviced personally.

Here, the Court permitted service via “airdrop” in which a digital token is placed in a specific cryptocurrency wallet, similar to how a direct deposit can place funds in a traditional bank account. This particular token contained a hyperlink to the associated court filings in the case, and a mechanism which allowed the data of any individual who clicked on the hyperlink to be tracked. While this is a novel way to serve notice of a lawsuit, similar airdrops have been used to communicate with the owners of otherwise anonymous cryptocurrency wallet owners. Such was the case recently when actor Seth Green had his Bored Ape non-fungible token (“NFT”) stolen and the unknowing buyer of the stolen NFT was otherwise difficult to locate.

While this type of digital service is new, it could be implemented in many disputes in the future regarding digital assets. Similar to the authorization of service that was seen recently in the Facebook Biometric Information Privacy Act litigation (where notice was served on potential class members via email and directly on the Facebook platform), service via airdrop may be the most efficient way to inform potential lawsuit participants of the pending dispute and how they can protect their rights in that dispute.

This type of airdropped service is not without issues, though. First, transactions on the blockchain are largely publicly available, meaning any individual with the wallet address would also be able to see service of the lawsuit notice. Additionally, many users are hesitant to click on unknown links (such as the one in the airdropped LCX) due to legitimate cybersecurity concerns.

While service via airdropped token is unlikely to replace traditional methods of service, it may be a useful means of serving process on unknown persons where there is a digital wallet linked to the acts which the applicable lawsuit relates.

Article By Bryan M. Westhoff, Daniel L. McAvoy, and Jonathan E. Schmalfeld of Polsinelli PC

For more litigation legal news, click here to visit the National Law Review.

© Polsinelli PC, Polsinelli LLP in California

Ninth Circuit Reverses Class Certification Order Because Liability Issues, Not Merely Damages, Were Individualized

The Ninth Circuit recently addressed an issue that tends to arise frequently in class certification motion practice: how trial courts should apply the predominance requirement where appellate decisions have said that the need to calculate individualized damages generally is not sufficient on its own to defeat class certification, but some putative class members likely have no damages. On these types of issues, plaintiffs often try to characterize defendants’ arguments in opposition to class certification as raising mere “damages issues” that can be addressed individually at the end of a class case, and defendants often respond that the issues they raise go to liability, not merely damages, and in any event the damages trials would be too complicated and impractical. The Ninth Circuit recently clarified that if determining liability requires highly individualized inquiries, a class should not be certified, and any individualized damages trials would have to be feasible.

In Bowerman v. Field Asset Services, Inc., Nos. 18-16303, 18-17275, — F.4th –, 2022 WL 2433971 (9th Cir. July 5, 2022), the plaintiffs contracted with the defendant to perform preservation services on properties being foreclosed on. They claimed that they should have been classified as employees rather than independent contractors under California law, and therefore should have been paid overtime and reimbursed for business expenses. The district court certified a class, decided certain issues on partial summary judgment in favor of the class, and left for a later damages trial whether a class member worked overtime (and to what extent) and whether the class member was entitled to reimbursement for business expenses (and the amount thereof).

The Ninth Circuit reversed the class certification order. It explained that “We need not decide whether common evidence can prove that [defendant] has a uniform policy of misclassifying its vendors” because “[defendant’s] liability to any class member for failing to pay them overtime wages or to reimburse their business expenses would require highly individualized inquiries on whether that particular class member ever worked overtime or ever incurred any ‘necessary’ business expenses.” (Emphasis in original.) The plaintiffs had “mischaracterize[d] an issue of individualized liability as an issue of individualized damages.” (Emphasis in original.) The Ninth Circuit explained that if the question involves the existence of damages, that is a liability issue, not a damages issue.

The Ninth Circuit also concluded that, under its interpretation of the Supreme Court’s decision in Comcast Corp. v. Behrend, 569 U.S. 27 (2013), the plaintiffs had failed to demonstrate that damages were “capable of measurement on a classwide basis” because they could not “show that the whole class suffered damages traceable to their alleged misclassification as independent contractors,” even if the amounts of those damages would need to be proven individually. In addition, determining damages would require “excessive difficulty” because there was little documentary evidence, and “using the individual testimony of self-interested class members to calculate the overtime hours they worked and the business expenses they incurred isn’t easy.” In a bellwether trial conducted by the district court, eight trial days had been required to determine damages for a sample of only eleven class members.

This decision helpfully clarifies the perennial debate between what constitutes a “damages” issue versus a “liability” issue. As I’ve often written on this blog, it can be helpful to think about the class certification analysis by analyzing how the named plaintiffs’ or putative class members’ claims would be tried in an ordinary individual case, and what evidence the defendant would be entitled to introduce. Here, the bellwether trial helped the Ninth Circuit determine that this case could not be litigated on a class basis.

Article By Wystan M. Ackerman of Robinson & Cole LLP

For more litigation legal news, click here to visit the National Law Review.

Copyright © 2022 Robinson & Cole LLP. All rights reserved.

For A Limited Time Only – California Is Giving Away Corporations, LLCs And More!

As a result of the recent enactment of California’s 2022-2023 Budget Bill, the California Secretary of State’s office has announced a temporary waiver of many business entity filing fees.   This waiver will last until June 30, 2023, the end of the state’s current fiscal year.

Here is the Secretary of State’s list of filings for which no filing fee is currently being imposed:

  • Articles of Organization – CA LLC

  • Registration – Out-of-State LLC

  • Articles of Incorporation – CA Corporation – Benefit

  • Articles of Incorporation – CA Corporation – Close

  • Articles of Incorporation – CA Corporation – General Stock

  • Articles of Incorporation – CA Corporation – Insurer

  • Articles of Incorporation – CA Corporation – Professional

  • Articles of Incorporation – CA Corporation – Social Purpose

  • Registration – Out-of-State Corporation – Accountancy or Law (Professional)

  • Registration – Out-of-State Corporation – Insurer

  • Registration – Out-of-State Corporation – Stock

  • Articles of Incorporation – CA Nonprofit Corporation – Mutual Benefit

  • Articles of Incorporation – CA Nonprofit Corporation – Mutual Benefit – Common Interest Development

  • Articles of Incorporation – CA Nonprofit Corporation – Mutual Benefit – Credit Union

  • Articles of Incorporation – CA Nonprofit Corporation – Public Benefit

  • Articles of Incorporation – CA Nonprofit Corporation – Public Benefit – Common Interest Development

  • Articles of Incorporation – CA Nonprofit Corporation – Religious

  • Registration – Out-of-State Corporation – Nonprofit

  • Articles of Incorporation – CA Corporation – Agricultural Cooperative Association

  • Articles of Incorporation – CA Corporation – Cannabis Cooperative Association

  • Articles of Incorporation – CA Corporation – General Cooperative

  • Certificate of Limited Partnership – CA LP

  • Registration – Out-of-State LP

Note that the Secretary of State will continue to impose other fees not listed above.

It is unlikely that this temporary suspension of fees will have any significant impact on the number of business entities being formed under California law.  Historically, these fees have been relatively modest.  For example, the fee for filing articles of incorporation is $100.  Cal. Gov’t Code § 12186(c).  The real costs are the ongoing costs associated with the crushing tax and regulatory burdens placed on businesses by the state.  According to the Tax Foundation, California ranks 48th in business tax climate (just ahead of New York and New Jersey).

Article By Keith Paul Bishop of Allen Matkins Leck Gamble Mallory & Natsis LLP

For more corporate law legal news, click here to visit the National Law Review.

© 2010-2022 Allen Matkins Leck Gamble Mallory & Natsis LLP

Top Legal Industry News for Summer 2022: Law Firm Expansions, Industry Awards and Recognition, and the Latest in Diversity and Justice Efforts

Happy July from the whole team at the National Law Review! We hope you are enjoying the warm weather. Please read on for our coverage of the latest in legal industry news, including firm hiring and expansion, industry awards and recognition, and notable diversity and justice initiatives.

Law Firm Hiring and Expansion

Frost Brown Todd has added Member Sohan Dasgupta, Ph.D to its Business Litigation Practice Group. An experienced litigator, Mr. Dasgupta has represented clients before U.S. courts of appeals, trial courts, and the U.S. Supreme Court. His practice focuses on regulatory and compliance issues, investigations, and international law; previously, he served as Deputy General Counsel to the U.S. Department of Homeland Security and as Special Counsel to the U.S. Department of Education. In his new role, Mr. Dasgupta will continue advising on matters related to compliance, investigations, and regulation.

Hill Ward Henderson has added four new attorneys to its Tampa, Florida office:

  • David Keel, who joins the firm as Senior Counsel. Mr. Keel is an experienced construction attorney. He represents clients across the industry, including owners, developers, contractors, subcontractors and design professionals, in matters such as litigation, transactions, and the preparation and design of contracts.
  • Steven Cline, who joins as an Associate. Mr. Cline is a complex commercial litigator with a background in insurance claims. He represents clients in both state and federal court, with a particular emphasis on various types of business disputes.
  • Michael J. Farr, who joins as an Associate. His practice is focused on mergers and acquisitions, venture capital, joint ventures and partnerships, and general corporate advice.
  • Zoila Lahera, who joins as an Associate. Her practice is centered on commercial law matters and litigation, including land use, real estate, zoning, and estate disputes. In the past, she has defended lawsuits involving commercial landlord/tenant disputes, breach of contract, non-compete litigation, and more.

Drew Hirshfeld, an experienced intellectual property lawyer, joined Schwegman Lundberg & Woessner as Principal. Located in the firm’s Minneapolis office, he will draw upon nearly 30 years of federal agency experience, working in all areas of the firm’s patent practice, from prosecution and litigation to navigating USPTO policy. He will also act as an expert witness on USPTO-related issues.

Mr. Hirshfeld began his career as a USPTO Patent Examiner in 1994. In 2015, he was named Commissioner for Patents, and then served as Acting Deputy Under Secretary of Commerce for Intellectual Property and Acting Deputy Director. In 2021, he led in the creation and implementation of a new director review process for Patent Trial and Appeal Board final written decisions, a response to United States v. Arthrex. Managing IP has listed him as one of the Top 50 Most Influential People in IP.

Law firm Davis|Kuelthau, s.c. continues its Trusts, Estates & Succession Team expansion with the addition of estate law attorney Andrew (Drew) MacDonald. Mr. MacDonald, a Founding Board Member and Past President for the charity Old Glory Honor Flight, will be located in the firm’s Appleton, WI office. He focuses his practice on issues related to estate administration, business succession, firearm trusts, and special needs planning. He also has a great deal of experience related to the planning of long-term care.

Legal Industry Awards and Recognition

David I. Brody, partner at Sherin and Lodgen, has been elected President of the Massachusetts Employment Lawyers Association (MELA) for 2022-2023. A member of the firm’s Employment Department, Mr. Brody is an experienced litigator and advisor, representing clients before state court, federal court, and the Civil Service Commission, as well as advising executives on restrictive covenants, non-competes, change of control agreements, and more.

MELA is the Massachusetts Chapter of the National Employment Lawyers Association, the largest professional organization in the U.S. that is composed entirely of employment-focused attorneys. The organization seeks to improve advocacy, increase awareness, monitor key legislation, and support members who are devoting their practice to the representation of employees.

Shumaker’s Chief Marketing and Business Development Officer Erica Shea has been selected by Leadership Florida to join Cornerstone Class 40, a team of executives and professionals that collaborate toward the overall improvement of the state. Participants attend educational sessions on both leadership and relevant issues in Florida, and will remain connected through ongoing meetings once the program is complete. At the present moment, Leadership Florida has fostered a network of over 3,300 alumni, ranging from CEOs and elected officials to agency heads, hospital administrators, legal professionals, and more.

“It is exciting that Erica will have the opportunity to use her leadership skills to benefit our great state,” said Ron Christaldi, Shumaker Tampa Managing Partner and President/CEO of Shumaker Advisors Florida. “Erica sets a clear vision, and genuinely cares about people. Her passion and energy inspire us all.”

Don Eglinton, business and commercial litigation attorney at Ward and Smith, P.A., has been named to the Order of Juris, an honorary trial order of the Litigation Counsel of America (LCA). Comprised of Fellows who have tried to verdict at least fifty jury or bench trials, the LCA selects less than half of one percent of all American lawyers for membership. Fellowship is highly selective, allowed only through invitation and based on exhibited excellence and accomplishment in litigation at trial and appellate levels, as well as notable ethical reputation.

Mr. Eglinton is a Senior Fellow of the Litigation Counsel of America. His practice at Ward and Smith is primarily focused on commercial litigation, with particular emphasis on patent and trademark disputes, copyright infringement, and trade secrets. He has represented clients in infringement actions based in North Carolina, Texas, and California, as well as complex trademark and copyright actions in the Eastern District of North Carolina, and before the United States Trademark Trial and Appeal Board.

Diversity, Equality, and Justice in the Legal Field

After a grant from Venable LLP, the Mid-Atlantic Innocence Project (MAIP) has established a new support fund aimed at helping exonerees from Maryland, Virginia, and the District of Columbia after their release from prison. The Venable-Burner Exoneree Support Fund, named in part for client Troy Burner, will seek to provide job placement assistance, counseling, social services, and advocacy training for its recipients. Mr. Burner was represented by Venable attorneys Seth Rosenthal, Lauren Stocks-Smith, and MAIP co-counsel, who secured his full exoneration in March 2020 for a crime he did not commit.

“From its inception, MAIP has represented individuals with bona fide claims of actual innocence and advocated for changes in law and policy to prevent wrongful convictions,” said Mr. Rosenthal. “But MAIP has not had the capacity to provide comprehensive, direct support to its clients following their exonerations. Now it will. This new program is a game changer for the organization.”

Shawn Armbrust, MAIP Executive Director, said, “The adjustment to life outside prison is challenging for all returning citizens, but exonerees have suffered additional trauma and have needs that traditional reentry services – which often are not available to them – cannot address. Thanks to Venable, our clients will have the support they need to rebuild their lives and, if they desire, use their experiences to advocate for reform.”

La’Tika Howard, attorney at Womble Bond Dickinson, has been named to the National Black Lawyers Top 40 Under 40 list. An invitation-only development and networking association composed of noteworthy African American attorneys in the U.S, National Black Lawyers has a stringent list of criteria for recognition, including outstanding reputation among peers and the judiciary, notable achievements or settlements, nomination from leading lawyers in the field, and rankings by other leading evaluation organizations. Selection to the list is a high honor, limited to only the top Black lawyers under the age of 40.

Ms. Howard, who practices in the firm’s Baltimore office, focuses her practice on corporate law. She represents clients on matters such as private equity, mergers and acquisitions, due diligence, venture capital financing, and corporate governance.

This June, after efforts from the firm’s DEI committee as well as shareholder David Goldman, CMBG3 Law presented a $5,000 scholarship to a graduating high school student pursuing higher education. The scholarship, intended for an individual who is seeking a law degree but does not have the economic means to do so, was granted to a student at Central Falls High School in Rhode Island. Selected after an essay contest which detailed her hopes to pursue a law degree, she will be attending Brown University in the fall of 2022 as a freshman.

CMBG3’s newest scholarship initiative was born from two separate efforts: first, in 2021, Mr. Goldman was selected to participate in the Leadership Rhode Island program, in which he designed a social contract promising to give back to the local community. Simultaneously, the firm’s DEI committee was seeking additional opportunities to support high school students from disadvantaged backgrounds. Working together, Mr. Goldman and the committee developed the scholarship, and on June 6, 2022, Mr. Goldman was able to present the award in person.

Article By Chandler Ford and Crissonna Tennison of The National Law Review / The National Law Forum LLC

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Copyright ©2022 National Law Forum, LLC

Joint Trusts: A Useful Tool for Some Married Couples

Though not a silver bullet for every situation, in appropriate circumstances, a Joint Revocable Living Trust (“Joint Trust”) can provide a married couple with significant benefits and simplify the administration of assets upon death or incapacity.

The Probate and Estate Administration Process

In order to illustrate the benefits that can be achieved with a Joint Trust, it’s helpful to first understand the typical probate and estate administration process that occurs when a person dies.

When a person dies with a Will, the designated Executor in the Will typically submits the original Will for probate in the Estates Division of the Clerk of Superior Court in the county where the decedent resided at the time of death.  “Probate” is the legal process by which the court validates the submitted document as the legal Will of the decedent.  When offering the Will for probate, the designated Executor typically also files an application with the court to be appointed as Executor of the estate and granted Letters Testamentary, which is the legal document confirming the Executor’s authority to act for the decedent’s estate.

If a person dies without a Will, the decedent’s spouse or nearest relative typically files an application with the court in the county where the decedent resided at the time of death seeking to be appointed as Administrator of the estate and granted Letters of Administration which is the legal document confirming the Administrator’s authority to act for the decedent’s estate.

Once the court appoints an Executor or Administrator of the estate, as the case may be, that person is referred to as the “Personal Representative” of the estate and is charged with several duties and obligations.  Actions required of the Personal Representative include:

  • Taking control of the decedent’s assets;
  • Filing an inventory with the court identifying the value of all of the decedent’s assets to the penny;
  • Publishing a notice to creditors giving them three months to file claims with the estate;
  • Satisfying any creditors’ claims;
  • Distributing all remaining assets to the decedent’s beneficiaries; and,
  • Filing an accounting with the court to report to the penny what occurred with all of the assets.

The court supervises the process at every step along the way and must ultimately approve all actions taken in the course of the estate administration before the Personal Representative will be relieved of their appointment.

Movement Away from Probate

Over the last few decades, a trend has developed in the estate planning community to attempt to structure a person’s affairs so that no assets will pass through a probate estate supervised by the court.  That trend has developed in response to a public perception that the court supervised process is not only unnecessary but also yields additional costs.  For instance, additional fees must be paid to attorneys and other advisors to prepare the inventory, accountings, and other documentation necessary to satisfy a court that the estate was properly administered.  Also, in North Carolina, the court charges a fee of $4 per $1,000 of value that passes through the estate, excluding the value of any real estate.  Currently, there is a cap on this fee in the amount of $6,000, which is reached when the value of the estate assets equals $1,500,000.

Additionally, all reporting made to the court about the administration of an estate is public record, meaning that anyone can access the information.  The public nature of the process is why news organizations often are able to publish articles soon after a celebrity’s death detailing what assets the celebrity-owned and who received them.  Such publicity causes concern for many people because they fear that their heirs will become targets for gold-diggers.  This has further strengthened the trend away from court supervised estate administration.

Several techniques are available to avoid the court supervised estate administration process.  These include:

  • Registering financial accounts as joint with rights of survivorship;
  • Adding beneficiary designations to life insurance or retirement accounts; and,
  • Adding pay-on-death or transfer-on-death designations on financial accounts.

However, because it is rarely possible to utilize those techniques to fully exempt a person’s assets from the court supervised estate administration process, the most commonly used avoidance device is the Revocable Living Trust.

The Revocable Living Trust

A Revocable Living Trust is essentially a substitute for a Will.  To create a Revocable Living Trust, a person typically transfers the person’s assets to himself or herself as trustee and signs a written trust document that contains instructions as to what the trustee is to do with those assets while the person is alive as well as upon death.  The trust document also identifies who should take over as successor trustee when the person is no longer able to serve due to death or incapacity.

During life, the person’s assets in the trust may be used in any way the person, as trustee, directs, and the person may change the instructions in the trust document in a similar manner as one can change a Will.  If the person becomes incapacitated, the successor trustee is instructed to use the trust assets for the person’s care.

At death, the successor trustee wraps up the person’s affairs by utilizing the trust assets to satisfy all of the person’s liabilities and distributes the remaining assets to the beneficiaries identified in the trust document.  No court supervises the process, so no court fees are incurred.  Moreover, advisors’ fees related to preparing court filings are avoided.  Also, the administration of the trust is a private matter with nothing becoming public record.  This process often results in a much better outcome for the person’s beneficiaries as compared to having the assets pass through the court supervised estate administration process.

The Joint Trust

Typically, when a married couple utilizes a Revocable Living Trust-based estate plan, each spouse creates and funds his or her own separate Revocable Living Trust.  This results in two trusts.  However, in the right circumstances, a married couple may be better served by creating a single Joint Trust.

A Joint Trust tends to work best when a couple has the following characteristics:

  • The couple has a long, stable relationship;
  • Divorce is not a concern for either spouse;
  • The couple is willing to identify all assets as being owned one-half by each of them;
  • No creditors’ claims exist, whether current or contingent, for which the creditor could seek to collect from only one spouse and not the other;
  • Neither spouse has children from a prior relationship;
  • Each spouse is comfortable with the surviving spouse having full control over all of the assets after the death of one of the spouses; and,
  • The value of the couple’s assets is less than the federal estate tax exemption amount.  For deaths occurring in 2022, this amount is $12.06 million (or $24.12 million per couple) reduced by any taxable gifts made during life.

A couple who meets these criteria could establish a Joint Trust by transferring their assets to themselves as co-trustees and signing a trust document to provide instructions as to what the co-trustees are to do with the assets.  Typically, while both spouses are alive and competent, they retain full control over the trust assets and can change the trust document at any time.  If one of the spouses becomes incapacitated, the other spouse continues to control the trust and can use the trust assets for the couple’s care.

After the death of one of the spouses, the Joint Trust will continue.  The surviving spouse would continue serving as trustee and have full control over the trust assets.  No transfers of assets are required at the first death because all assets are already in the Joint Trust.

Upon the death of the surviving spouse, the designated successor trustee wraps up the surviving spouse’s affairs by utilizing the Joint Trust assets to satisfy any liabilities and distributes the remaining assets as directed in the trust document.

The following are some of the benefits afforded by a Joint Trust:

  • Throughout this entire process, there is no court involvement.  This minimizes costs and promotes privacy.
  • The couple no longer has to worry about whether a particular asset is owned by one of the spouses or by one of the spouses’ separate Revocable Living Trusts.  All assets are simply owned by the Joint Trust.
  • Since only one trust is ever created, no transfers need to be made after the death of the first spouse to die.  This simplification in the administration process minimizes advisors’ fees and other costs and is a key advantage of using a Joint Trust.

A Joint Trust can possibly yield even more benefits in certain situations.  For instance, it may be possible to characterize some or all of the assets in a Joint Trust as community property.  The benefit of having assets characterized as community property is that such property will receive a full basis adjustment for income tax purposes (commonly referred to as a “step-up” in basis) at the death of the first spouse to die as opposed to only one-half of the property receiving such a basis step-up.

Additionally, it may be possible to include asset protection features in the Joint Trust so that any real property owned by the trust would be afforded the same protection as real property owned by a married couple as tenants by the entireties.  Such protection prevents a creditor of just one spouse from enforcing the liability against the real property owned by the couple.  Though the details of these benefits are beyond the scope of this article, they demonstrate that a Joint Trust potentially can provide additional advantages beyond those listed above.

Conclusion

In the right circumstances, utilizing an estate plan that involves a Joint Trust can simplify a married couple’s affairs and, as a result, make the administration process easier after death and ultimately lower costs.  Any couple interested in a Joint Trust should contact competent counsel to assist them in evaluating whether the technique is appropriate for them.

Article By Zachary F. Lamb of Ward and Smith, P.A.

For more family, estates and trusts legal news, click here to visit the National Law Review.

© 2022 Ward and Smith, P.A.. All Rights Reserved.

5 Questions You Should Be Asking About Succession Planning for Your Family Office

Succession planning for family offices is often a difficult process. It is emotional. It takes longer than it should. But succession planning that is deliberate, collaborative, and strategic can offer so much opportunity.

Katten recently hosted a conversation with Jane Flanagan, Director of Family Office Consulting at Northern Trust, who discussed a survey conducted with former family office CEOs to capture their experience with succession and succession planning. The results were illuminating, and the survey participants spoke loud and clear about two major points: 1.) they wished they had begun the process sooner, and 2.) they wished they’d known what questions to ask along the way.

We’ve pulled together a series of basic questions about succession planning to help you consider your own approach.

Why should I create a succession plan?

Like it or not, a succession will take place eventually. The last thing you or your family office want is the chaos, acrimony, and setbacks an unexpected succession can cause.

Putting a plan in place can give your current leadership peace of mind, ensure buy-in and collaboration throughout the family, and prepare potential internal successors or identify key attributes for external candidates.

When should I start?

Now! It’s never too early to begin planning, and there are some easy steps you can take right away to set you on the right path.

If you aren’t sure where to begin or what a planning process looks like, you’re in good company. According to Northern Trust’s recent survey, 64 percent of family office CEOs expect a succession event in the next three to five years.

What is included in a succession planning process?

The planning process will differ from family to family, but Northern Trust created a checklist to help you think through your own approach.

Taking on the entire process at once can be daunting. To build momentum (and buy-in), consider starting small by documenting the responsibilities of the current leadership.

Once you have a good sense of the current role’s responsibilities, think about the knowledge and relationships critical to the role’s success.

These should be top considerations throughout the succession planning process.

Where should I begin?

First, consider putting an emergency succession plan in place as soon as possible while you develop a long-term succession plan.

You want to give this process the time, attention, and consideration it deserves. An emergency plan will help immensely if an unexpected succession is needed, so focus first on getting that in place before you set out on a long-term planning process.

How do I find the right successor?

This is why the planning process is so important. These decisions can have a big impact, so you want to have a plan in place well before you need it.

Consider what works and what could be improved about the current role. Are there creative approaches or changes to consider? (Such as shifting to a CIO/CEO hybrid role, refocusing the role’s priorities, or even expanding into a multi-family office.)

Northern Trust’s survey participants were evenly split on their choices to hire an external successor or grow a successor from within. There are pros and cons to each approach, but so many of the factors to consider will be specific to your situation.

Article By Adam M. Damerow, Abby Feinman, and Saul E. Rudo of Katten

For more family law legal news, click here to visit the National Law Review.

©2022 Katten Muchin Rosenman LLP