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Category: Latest Legal News

Mickey swears off junk food – controlling America’s “fat kid” problem

Disney has joined forces with Mayor Bloomberg and the First Lady Michelle Obama in an effort to curb child obesity in the United States.  Hopefully it is not too late.  The numbers are staggering; approximately a quarter of American children are fat.  They will likely grow up to be unhealthy, fat adults who will tap more than their fair share of health care resources (something that is already having a grave impact on the US economy).  It is a $100 Billion per year expense for the economy now, and will only grow unless the trend is reversed, according to the American Academy of Child Adolescent Psychiatry.

The Walt Disney Co. said Tuesday that it will become the first major media company to ban such ads for its TV channels, radio stations and websites intended for children. That means kids watching Saturday morning children’s shows on Disney’s ABC network will no longer see ads for fast foods and sugary cereals that don’t meet company’s nutrition standards.

As Rod Dreher (of The American Conservative)  writes, the reason American children are so fat has less to do with the sort of television they watch and more to do with their parents’ choices.  I am not so sure, but it cannot hurt that the bombardment of advertisements for sugary cereals, drinks and candy is going to be less on Saturday mornings thanks to the Obama initiative which she has been championing since before her husband became President.

Things to Consider when Purchasing an Existing Business

I think the United States has hit and moved from the bottom when it comes to it’s poor economic numbers.  Not only are several leading indicators up, I have noticed that in my law practice, there are increasing excitement in the local business community. It seems to be a good time, for many possible reasons, to start a new business or purchase an existing one.  I am seeing more investment in business, and more purchase transactions.  While we are obviously far from where we would like to be, things seem to be on the right track.

With this in mind, if you are considering investing in a new or exsisting business, here are some things to consider before signing on the dotted line.

Determining the Value of the Business. Because business brokers are valuing enterprises all the time, they’re likely to be better at it than someone like yourself who may buy only one business in the course of your career. But that doesn’t mean you can’t educate yourself in advance about ways of valuing a prospective purchase. Two Internet sites you can turn to for some rules of thumb are Bizcomps.com and BVMarketData.com.  Ask to see the seller’s tax returns, bank statements, accounting reports and any loan applications made by the business and it’s owners from the past couple of years.  An appraisal is nice to have done, but may be a bit conservative and expensive at the outset.  The best indicator (for most types of businesses) may be the recent track record — consider the actual revenues and expenses.

Look for seller financing. Banks often aren’t willing to make loans for the purchase of a business without a personal guarantee, which makes seller financing essential. Business brokers say that down payments of 30% or more are not uncommon. It’s usually a good sign when a seller is willing to finance the sale with a low down payment, as it indicates faith not only in their business but in your own prospects as the buyer of the business.

Remember that you’re buying a lifestyle and livelihood too. Business brokers point out that many buyers of small businesses aren’t just buying assets and inventories and leases.”You have to look at the fact that you’re buying a job and, hopefully, a decent return on investment,” says Glen J. Cooper, a certified business appraiser in Portland, Maine. “So part of what you’ll want to do is look at how much you can realistically expect the business to be able to pay you for your work, and also how much of a return on your investment you can get in the form of additional profit beyond your own compensation.”

Remember the business obligations of those brokering the sale. As in all transactions including the common real estate transaction, the broker works for one side, which is usual the seller.  Follow the money.  People are motivated in large part by how they are paid.  Even though the broker may be an honest person and answer all of your questions honestly, most of the time the broker works for the seller and not you. Money paid to your own personal lawyer and accountant is a bargain if it results in your getting a better deal, or steering your way from a lousy one all together.

Consider linking the final price to customer retention. With many service-related and other small businesses, a significant part of what you’re buying is the existing client base. With some business sales, the agreed-upon price is based on retaining customers, or a certain percentage of customers, over a period of time. Part of the sales agreement could include a drop in the price if the customer base declines after you take over.

Get the seller to continue for a while. In most cases, you should have the previous owner stay on during a transition period following any sale. This can be for as short as a couple of weeks or for several months.  It can aid in training of your new employees, learning processes, dealing with vendors and to smooth introductions to existing customers.

Purchase the good but not the bad. When purchasing an existing business, remember you are purchasing ALL of that business, both the good aspects and the bad.  There may be known or unknown legal claims (e.g. injuries, unpaid wages), unpaid vendor account, and taxes.  It is usually best to purchase the assets of the business only.

Given the economy, there may some very good deals out there making this the best of times to purchase a new business.  Be smart and careful, but do not let risk be the sole concern in whether you will be moving forward in your endeavors.

The foregoing was inspired by an article written by Joseph Anthony.

Holiday tips for our planet

This blog entry is not particularly scholarly nor legal in nature.  However, it is the “time of the season,” and in researching the City of Seattle’s recent ban on plastic carry-out bags, I came across some valuable information which I hope you will be mindful of this time of the year.

During normal times, Seattleites alone use about 292 million plastic bags per year, only 13% of which are recycled.  It is commonly said that from Thanksgiving to New Years Day, household waste increases by more than 25%.  If you are curious how much waste you generate and how much is generated State wide, the King County website has a calculator which is kind of nifty.

According to Seattle Public Utilities, you can recycle these types of holiday refuse:

Clean pie tins, plastic deli/veggie trays and lids (wider than 3 inches), empty eggnog cartons, paper, plastic and metal cups, bottles, cans, jars, and tubs; catalogs, greeting cards, envelopes, cardboard, clean aluminum foil, gift wrap, plastic grocery bags (bundle and tie together) and glossy/shiny shopping bags (reduce waste and bring your own reusable shopping bag instead).

It may be silly to try to “save the planet” one person at a time, especially in the shadow of massive ecologic disasters such as the Deepwater Horizon pumped out 4.9 million barrels of oil into the Gulf of Mexico last year.  But this is a fight worth engaging in, it makes one feel better and is the right thing to do.  So do your children and grandchildren a favor, and think about reducing the amount of wrapping and other products that will need to be recycled or thrown in the garbage can.  Recycle all of the holiday refuse you can.  And as a present to yourself, buy some reusable grocery bags and use them all year long.  That would be a nice gift to the planet.

 

Aircraft ‘luxury’ tax resurfaces

As Washington State lawmakers grapple in a special session with another huge budget shortfall, numerous revenue ideas have surfaced from various groups and organizations—including a luxury tax on aircraft—to bring the budget into balance.  Dan Namowitz writes in AOPA Online, that the legislature is once again looking for all possible means to raise revenue to address the huge budget deficit in Washington.

Two plans to tax aircraft have failed in the last two years in Washington state, where aircraft ownership is already among the costliest in the nation, and AOPA remained cautiously optimistic that lawmakers would not move forward with any new aviation taxes.

“The legislature, with a desperate need for additional revenue, has already thoroughly vetted the idea of increasing taxes on general aviation aircraft,” said AOPA Director of State Government Affairs Mark Kimberling. “And, they have concluded that such an increase—with a resultant decrease in flying activity and increase in out-of-state aircraft migration—would actually do more harm than good in terms of lost jobs and an actual net loss in revenue for the state.”

On Nov. 21, Gov. Chris Gregoire presented lawmakers with a supplemental state budget containing “more than $2 billion in spending cuts, reductions to local revenue sharing and fund transfers to leave a $600 million reserve.”

“The Great Recession—which has lingered longer and resulted in more job losses than any downturn since the Great Depression—has taken an almost unprecedented toll on our economy and on state revenue collections. Over the past three years, we have had to reduce existing and projected spending by nearly $10.5 billion,” she said.

Gregoire’s three-phase fiscal plan does not include a tax on aircraft. However, she planned to review “even more ideas for reforming government” from the public, and said she would announce additional proposals in the coming weeks.

In the current charged atmosphere of street protests and continued economic stagnation, local news coverage has speculated that possible tax increases, such as a half-cent increase in the sales tax to ease the shortfall, might ultimately pass. An initiative to increase income taxes on wealthy residents of the state, backed by Bill Gates Sr., failed last year.

One group, the Economic Policy Institute, is reported to be urging scrutiny of “luxury taxes” on yachts and private aircraft, as well as estate taxes, for additional revenue production.

“Private aircraft have, unfortunately, been caught up in a lot of symbolic rhetoric emanating out of recent protests and discussions regarding income inequality. Yet, the irony is that ‘luxury tax’ proposals like these may take aim at so called ‘corporate fat cats,’ but at closer glance actually hit middle-income aircraft mechanics and other middle-class industry workers the hardest,” said Kimberling.

The defeat in February of using an aircraft excise tax as a funding mechanism for health insurance marked the second time in two years that a levy on aircraft was rejected. AOPA pointed out during that debate that the cost of aircraft ownership, maintenance, and operation in Washington state was already among the highest in the nation.

During that legislative battle, AOPA communicated with the pilot community regularly through action alerts and other updates. Kimberling credited pilots who contacted their lawmakers with getting out the message that a tax would do the state’s aviation industry even more harm.

Now, with lawmakers divided on the approach to take to plug a $2 billion gap, The Olympian newspaper reported that a sales tax increase was gaining momentum, although other lawmakers were calling for an overhaul of the state tax system.

What They Don’t Teach Law Students: How to Practice Law

Law students spend a lot of money to learn dozens of areas of law.  They spend several billions of dollars in tuition in this country each year to learn the history and intricacies of many legal areas.  They cram much learning into a short three year period.  Yet what they do not get, for all that time and money, is much practical training. There are some clinic programs (my school, Gonzaga, has an excellent law clinic program) which teach practicum, but law schools have long emphasized the theoretical over the useful, with classes that are often overstuffed with antiquated distinctions, like the variety of property law in post-feudal England.  David Segal writes in the New York Times, that more and more clients who are paying big dollars for representation, are actually paying big law firms to train (on the clients’ dime) how to actually practice law. Only three percent of law schools require clinical training.  Instead, law schools tend to push their law review publications, which bring more prestige and notoriety to the schools.  My takeaway from the article is that it is advisable for clients of law firms to demand that they pay only for the lead attorney’s time, and not the billed hours for interns and low level associates, who are learning “on the job” and not providing the true value of what is being billed to the client.

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