Articles
Anti-Money Laundering Comes to Main Street
The Corporate Transparency Act (“CTA”) was placed on the federal government’s books on January 1, 2021. The intent was to restrict, if not eliminate, those opportunities for criminals, Russian oligarchs, terrorists, and other bad actors to fund their illicit activity by hiding and moving money through anonymous shell companies and other corporate structures here in the United States.
Breaching Fiduciary Duties in LLCs: Did the Bad Actor Really Expect a Different Outcome?
From my vantage point, there are close calls, and then there aren't. This is a story where the facts and arguments point, indisputably, to the issue not being even remotely close when viewed from the reasonable person standard. In a recent case involving two subjects...
Wayfair Tax Supports Tax Fairness
The Chesterfield Regional Chamber of Commerce (Chesterfield, Missouri) was asked to weigh in on the issue of the City of Chesterfield applying sales taxes to online purchases from out-of-state vendors. First, a little history. For decades, the United States Supreme...
Corporation vs. LLC – Is the Decision Any Clearer?
For years, it seems that choice of entity has been given, at best, only passing attention. While everyone contemplating starting a business has heard of corporations, that entity is viewed as their father’s entity, not the newer, hipper limited liability company...
The Devil’s (Still) in the Details: Deadlines and Liquidated Damages Clauses
A recent case out of Illinois illustrates the danger of failing to keep track of deadlines, and expounds on the purpose of liquidated damages. The facts of the case are rather straightforward, but the results surely must have stung for one of the parties. A contract...
The Presidential Directive Regarding Payroll Tax Deferral: Who’s Left Holding the Bag in 2021?
On Saturday, Aug. 8, 2020, President Donald Trump issued a presidential memorandum (not an executive order, as reported in the popular press) suggesting deferral of the employee portion of FICA taxes from Sept. 1, 2020, through the end of 2020. The full text of...
Resources for Navigating the Impact of the Coronavirus
These are trying times for employees and employers alike in just about every industry imaginable. Disrupted work, adjusting to work from home (for the lucky ones!), uncertainty about how long stay-at-home and social distancing orders will last, outright business...
Time Off for Voting In Missouri? Maybe, Maybe Not
All elections are important; it's just that some elections seem more important than others. Presidential election cycles always fall into that latter category, and thus this upcoming primary election, and then the general election in November, are of perceived, if not...
Overruling Van Deusen: Finally, “Amended” Means Just What the Dictionary Says
It has been well-settled law in Missouri that when it comes to indentures and restrictive covenants limiting the use of real property, the ability to amend such an instrument was to be restricted to only those amendments that lessened, alleviated or made such...
To Stem or Not to Stem? That Is the Question.
This owner of Amighetti’s on the Hill wasn't going to let anyone tell him to cut the stems off his pepperoncini. That and other disagreements with the Amighetti brand led Dominic Consolino to shutter the famed sandwich shop's location in St. Louis' renowned Italian...
What Happens to Your Business if You Can’t Return to Work?
The number of, and the economic powerhouse created by, owner-entrepreneur and family businesses is astonishing. Entrepreneurs and family businesses account for 64 percent of the entire U.S. gross domestic product, generate 62 percent of the country's employment and...
Voting Leave in Missouri: When Are Employers Required to Give Time Off for Voting?
It seems like the campaign ads, especially the negative, bombastic ads, have been hitting all of us for months. Now the mid-term election is just days away (and then, fortunately, the ads will stop). Of course, regardless who wins the elections and what propositions...