Changes

As part of life’s journey, there are many speed bumps that we have all encountered. Almost all of them center around the phrase  “♂, ♀, ✳, †, ∞”(man, woman, birth, death, infinity.) Some of you may be old enough to remember Ben Casey, MD. Others probably not. It doesn’t really matter. For those that do, it was the opening line to the show. It was delivered by a (at the time) famous actor Sam Jaffe.

The show ran from 1961-1966. When Jaffe first delivered those lines, he was 69 years old (ancient for 1961 but looking younger every day). But he was now famous (again) and working productively at his craft. In getting to 69, he lost his wife to cancer and he was blacklisted for being a suspected communist, forcing him out of the limelight. But he apparently didn’t quit; he kept pushing the rock up the hill and he kept being productive. For his efforts at keeping his sense of humor about what life had dealt him, he met and married fellow actress Betty Ackerman and got to play opposite her in Ben Casey. So, despite all his “stuff,” even though he was supposed to be too old and over-the-hill, he was back on top and got the thrill of working with his wife every day. Everyone knows what fun that can be, right? (The power just went out in the building; I don’t think Mary thought that was funny.)

Why am I telling you all of this?

He, like a lot of people, dealt with a lot of “stuff” in his life and he didn’t quit. One of my clients told me a similar tale of his wife going up to take a nap when she was 45 years old and never came down. She died in her sleep. He was left with three young girls under 16. He started a routine of getting up every morning at 3 a.m. to make lunches, run laundry and then drive the girls to swim practice 8 times a week.

I’ve written about the 62 days of Hell that my wife fought sarcoma cancer. Those 62 days were the hardest of my life, and I’m still here. Mary fought it with every breath she had. The “stuff” I have gone through in the six months since she died has been annoying and sometimes extremely painful. But by stopping feeling sorry for myself long enough to look around, it did let me know that as bad as I thought my “stuff” was, somebody always has “stuff” that looks worse than mine from the outside looking in.

I have had refrigerators blow, vacuum cleaners blow, attic fans try to catch the house on fire, bath tub washers dry rot to let water drain into the family room, and on and on and on. It seems like irrational unfair “stuff” when it happens, but I always have someone come to my rescue with the message “Dad, let’s just get a grip; the vacuum cleaner has nothing to do with Mom dying….”

So why am I telling you this?

Early on several people picked up on the fact that when I was at the keyboard talking to them about the 62 days, , it is one of the few moments of my day that the world is back in order. When I am here and you are all there, there is a small amount of serenity and peace. We are all “sharing a moment.” And sharing a moment is what gets me through to the next day.

So I’ve decided that’s what we are going to keep doing — share a moment.

Estate planners write about how you can save this, how you can avoid that, how you can protect this over here. It’s not very pleasant to think about, it’s even worse to have to walk through. But I am doing it — because I have to. I have grown children that rely on my being here. I have clients that rely on my being here. So we are here, and we are going to stay here.

There is stuff I am learning about that I never wanted to know. Life is still hard. It is still chaotic. And it is still challenging. But I don’t think that makes me any different than anyone else.

I have decided we ought to talk about it because it may help you and I know it will probably help me. We’ll take these things one at a time because life is in a constant state of change. But as we talk about these things, I have figured out a small way to have a little fun. I’ll get into the fun part soon enough, but for now, I have to figure out why the vacuum cleaner isn’t working. (I know child, “the vacuum cleaner has nothing to do with …..)

Just thank you all for being there…..

How the Wizard can “Make Your Mark”

I just had a potential client contact me about how to trademark their business. This is a common question for business attorneys from business savvy clients who don’t want to get tripped up by not dotting their eyes and crossing their tees.

Unfortunately, it isn’t a hard thing to do. I often feel like the Wizard in the Emerald City begging people to not pay any attention to the man behind the curtain. Most likely, the man behind the curtain is looking it up on the internet like everyone else.

One of the best sources for small business is the Wall Street Journal. They teach me as much about the day-to-day as anyone else. I found this article below on the topic and thought I would share it with anyone interested.

As the article will tell you, there are times when you could hit a wall. If you do, give us a call. Maybe we can help.

As always, good luck and good hunting.

R.

http://guides.wsj.com/…/st…/how-to-trademark-a-company-name/

The Day My World Stopped Spinning

My world stopped spinning on July 22, 2018 after my business partner and my boss, who happened to be my wife, lost a short and vicious fight with cancer.

She did not go quietly into the good night, poking the disease in the eye with every breath mustered as they went at it no less than four times over the four months before cancer winning in the fifth and final fight. She was my best friend, my lover and my wife for nearly 30 years. She ran our law firm, but what she really wanted to do was write.

Early in her writing career she made the tactical decision to write under a pseudonym of initials to mask her feminine name.  She never believed she would be readily accepted in writing in a male’s voice if she was open that her first name was Mary. Her fans, accepted her writing openly sending queries, comments and requests to “Dear Mr. Lewis.” Nothing pleased her more.

Her full obituary, with details about her life and where the writing came from, have appeared in the Baltimore Sun, the Annapolis Capital and the Washington Post. This weekend it will appear in the Wilmington News-Journal. We are holding a “Celebration of Life” service for her on August 20, 2018. The office will be closed that day. Regular office hours will resume on Tuesday.

We all have multiple pages in our lives and when Mary turned hers to this, nothing made her happier. When her writing fans honored her with love and respect, nothing made her smile more. For those of you who obtained a copy of the book, my children and I thank you.

I am only sorry the pages ended way too soon.

Randall D. Fisher

Maryland’s Charging Order: How good is it?

I know I’m late posting this. But, as the song says, Hey, it’s Christmas time, and I wanna be Santa Claus.

When we last met, we were discussing charging orders and favorable states. After discussing South Dakota and Delaware, let’s walk through what happens when a creditor strikes at an LLC (a limited liability company) for a member’s personal debt under Maryland law.

From an asset protection standpoint, Maryland laws are in the middle of the pack: It doesn’t provide LLCs with as much protection from a member’s personal creditors as some other states, but more than others.

Like almost everywhere else, Maryland doesn’t let creditors seize LLC money or property to pay off the personal debts or liabilities of LLC’s owners. It also allows creditors to obtain a charging order to collect on a judgment against an LLC member. Maryland creditors only obtain the owner-debtor’s financial rights and cannot participate in the LLC’s management.

Foreclosure

Unlike others, Maryland allows a creditor to foreclose on the LLC interest. The court orders the member’s financial rights in the LLC be sold. The buyer becomes the new owner of the member’s financial rights, including the right to receive money from the LLC or obtain a share of the LLC’s assets if it is dissolved. However, the Court won’t let the buyer participate in management or order that any distributions of money or property be made.

While it is difficult and expensive; the ability to foreclose gives a creditor more leverage. But Maryland does not permit personal creditors of an LLC member to have a court order that the LLC be dissolved and its assets sold to pay off the creditor.

What About a Single-Member LLC?

Maryland does not make a distinction between multi-member and single-member LLCs, in part because of the right to foreclose on the financial interest. Also, the laws of other states that provide less protection to single member LLCs may be applied to a Maryland LLC. The best example of this is when a Maryland LLC does business or owns property in another state. In addition, the protections that state LLC laws provide to LLCs might be ignored by the federal bankruptcy courts if the LLC owner files for bankruptcy. This has occurred in at least one LLC bankruptcy case in Maryland.

We’ll wrap up this discussion next time. Until then, good luck and good hunting.

Randy

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Related articles

• South Dakota’s Charging Order: How good is it?
• Delaware Charging Orders: How Do They Rate?
• Charging Orders: What are they and whose is better?
• Spooked about politics? How worried should you be?
• Thinking about Starting a Business? Remember the Tale and Pay It Forward

The Fisher Law Office is known for its experience in asset protection, business counselling and development, business succession planning, estate planning and probate administration. Annapolis attorney Randall D. Fisher has practiced for over 20 years, is licensed in Maryland, Texas, Wyoming and the District of Columbia, and has clients all over the country. He maintains the highest peer review rating for ethics (AV Preeminent) by Martindale-Hubbell, and is a sucker for long walks on the fairways.

If you need legal help, or just want to find out how he is doing at eliminate his slice, find out how to reach Randy via TheFisherLawOffice.com or find him at Facebook.com/FisherLawOffice, on Twitter @thefisherlawoffice, or at LinkedIn.com/in/FisherLawOffice.

South Dakota Charging Order: How Do They Rate?

When we started this set of articles, I thought it good if we looked at the charging order, what it does and, because LLC laws are set at the state level, look at how charging orders change between states. We are looking at it from how it helps with domestic asset protection issues within the various states.

As an asset protection focused attorney, I am often asked which state is better for providing a client asset protection. My typical answer is the lawyer’s classic, “It depends.” States are ranked in a number of articles and lists as to which is better and why. A famous attorney in the field, Steve Oshins, has his list here. Typically, in almost any list, Delaware and South Dakota are talked about in the top ten of states. Some of the lists have them even higher.

So here’s our South Dakota discussion:

The General Rule of No Liability

Just as we discussed last week, the general rule in all states, including South Dakota, is that the money or property of an LLC cannot be taken by creditors to pay off the personal debts or liabilities of the LLC’s owners. So if three people form a South Dakota LLC to operate their new business and one member owes money on his personal credit cards. a collection agency can attempt to collect on the debt from her personal assets but it cannot take money or property owned by the LLC.

South Dakota LLCs and Charging Orders – Exclusive Remedy

Like Delaware, a charging order is the only legal procedure that personal creditors of a South Dakota LLC member can use to get at a member/debtor’s LLC ownership interest. A charging order directs the LLC to pay to the creditor any distributions of income or profit that would otherwise be distributed to the LLC member/debtor. Like most states, creditors with a charging order in South Dakota only obtain the owner-debtor’s financial rights and cannot participate in the LLC’s management.

Like Delaware, a creditor has to get a judgment against the LLC member personally, then apply for a charging order. That creditor can’t participate in LLC management, so it cannot order a distribution or sell the company to pay off debt. But if the creditor obtains a charging order ordering the company to pay to it any distributions the Company would ordinarily make to the member until the judgment is paid. However, if there are no distributions, there will be no payments.

As we discussed with Delaware, the charging order makes it difficult or impossible for any of the owners to take money out of an LLC without having to pay the judgment creditor first.  However, to the positive, South Dakota does not permit creditors to foreclose on the owner’s interest.

Single Member LLCs

A big area of discussion in the asset protection world is the treatment of single member LLCs. With a single member LLC, there are no other members to protect so the rationale for limiting creditors to a charging order disappears. The treatment of single member LLCs is what really creates a major difference between the states. To date, South Dakota has not made a distinction in how it handles cases involving single and multi-member LLCs. This makes South Dakota a particularly friendly state for people who want to form LLCs to protect assets from personal creditors.

Next time we will check out Maryland. They aren’t listed in the top ten and will show some of the big differences that may occur. Until then, good luck and good hunting.

Randy

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Related articles

• Delaware Charging Orders: How Do They Rate?
• Charging Orders: What are they and whose is better?
• Spooked about politics? How worried should you be?
• Thinking about Starting a Business? Remember the Tale and Pay It Forward
• MD Slayer’s Law: Murderer Cannot Inherit from Victim

The Fisher Law Office is known for its experience in asset protection, business counselling and development, business succession planning, estate planning and probate administration. Annapolis attorney Randall D. Fisher has practiced for over 20 years, is licensed in Maryland, Texas, Wyoming and the District of Columbia, and has clients all over the country. He maintains the highest peer review rating for ethics (AV Preeminent) by Martindale-Hubbell, and is a sucker for long walks on the fairways.

If you need legal help, or just want to find out how he is doing at eliminate his slice, find out how to reach Randy via TheFisherLawOffice.com or find him at Facebook.com/FisherLawOffice, on Twitter @thefisherlawoffice, or at LinkedIn.com/in/FisherLawOffice.