Articles

Successor Liability For Employment Tax Liabilities

Generally, when a business acquires the assets of another business it will not be liable for the seller’s debts and liabilities unless the buyer expressly agrees to assume them. There are exceptions to that principle. Pursuant to the doctrine of successor liability, the buyer can be held responsible for the seller’s debts if: (a) the transaction is a de facto merger of the two companies; (b) the new company is a mere continuation of the business of the old company; or (c) the transaction was fraudulent and entered into only to avoid liability.

• Published: August 23, 2009
• By Steven Gellerstein
• Business Law

Use Of Trademarks and Other Intangible Personal Property As “Like-Kind” Property in a 1031 Exchange

Under certain circumstances intangible personal property may be used as part of a like-kind exchange pursuant to Section 1031 of the Internal Revenue Code. Now, in a Chief Counsel Opinion, it has been concluded that, except in rare and unusual situations, intangible personal property that can be separately described and valued apart from goodwill can qualify as like-kind property for like-kind exchange purposes as long as it also satisfies the nature and character rules set forth in Section 1.1031(a)-2(c)(1).

• Published: August 23, 2009
• By Steven Gellerstein
• Business Law

“Development Rights” As “Like-Kind” Property As Part of a 1031 Tax-Deferred Exchange

Development rights qualify as real property interests in a “like-kind” exchange if: (a) the development rights are “in perpetuity”; (b) the development rights are directly related to the taxpayer’s use and enjoyment of the underlying real property; and (c) the sale of development rights is done as part of an arms-length transaction.

• Published: August 23, 2009
• By Steven Gellerstein
• Real Property Law

Lease Audits: Adding Value in Troubled Times

Keep costs under control is to perform an audit of your landlord’s compliance with various provisions under your lease. Tenants should carefully examine the operating expense provision or common area cost provision within all of their leases and then use their audit rights to verify that they have been properly charged.

• Published: June 26, 2009
• By Mark Morfopoulos
• Real Property Law

Helping Tenants Survive by Relocating or Reducing Their Space Needs: 7 Key Provisions

Tenants are struggling to survive and are doing whatever they can to cut costs. One way is to relocate to smaller, less expensive space or to reduce the size of the space they are currently leasing. Agreements to substitute or reduce space can usually be accomplished with a simple and straightforward amendment to an existing lease. Here are seven key provisions that should be included in all such lease amendments.

• Published: June 10, 2009
• By Karen E. Abrams
• Real Property Law

Negotiating Garage Leases in the Big City

Parking garage leases in apartment or commercial buildings within cities are specialty leases and tenants and landlord need to know how to negotiate them

• Published: April 26, 2009
• By Mark Morfopoulos
• Real Property Law

Tax Law Changes for New York LLCs and LLPs

For tax years beginning after 2007, LLCs and LLPs that are treated as partnerships for federal income tax purposes and have New York source gross income will have their New York filing fees calculated according to their source income for the tax year immediately proceeding the tax year for which the fee is due.

• Published: March 19, 2009
• By Mark Morfopoulos
• Business Law

Tenants Watch Out! Seven Ways SNDA Agreements Can Modify Your Lease

Subordination, Non-Disturbance, and Attornment Agreements (an SNDA) can serve to amend a tenant’s retail, office or industrial space or ground lease and affect the rights of a tenant, landlord or lender.

• Published: March 15, 2009
• By Mark Morfopoulos
• Real Property Law

Owners of Multiple Dwellings Beware! File On-Line Or Incur Penalties

New Jersey Multiple Dwelling landlords and Owners must file annual reports online or face penalties

• Published: February 12, 2009
• By Mark Morfopoulos
• Real Property Law

Tenants Beware! Lenders Rewrite Leases Through SNDA Agreements

Lenders use Subordination, Non Disturbance and Attornment Agreements to rewrite or amend leases and tenants, when a lawyer or attorney negotiates an SNDA for a retail, office or industrial lease should watch out for how the lender to its landlord uses the loan to make changes to the real property lease.

• Published: January 18, 2009
• By Mark Morfopoulos
• Real Property Law