Description
Accomplishments I regularly advised clients, both foreign and domestic, on business and investment matters. Advising included meetings and conferences with clients and other professionals, all required research, the preparation of memos related to the results of my research as well as the proposed steps to be taken to effect the desired goals. In conjunction with my research and memo preparation, I also performed all legal analysis necessitated by the application of statutes, regulations and case law to the issues at hand. (i) Domestication of three Panamanian corporations into Florida corporations within the last two weeks of the year for an American client for whom the foreign corporations no longer served a useful purpose. Accomplishment of this task in such a short period of time required extensive co-ordination with counsel in Panama during a holiday period there. (ii) Recapitalization of two subchapter S corporations to create two classes of common stock, voting and nonvoting, so that owners-parents could start to reduce their holdings by means of gifts of nonvoting shares among their children and trusts for their children. Following the recapitalization, I suggested the creation of grantor trusts by the clients followed by gifts and sales of nonvoting shares to these new trusts in order to make a significant reduction in the value of shares held by the parents and to have all future appreciation in donated and sold shares belong to the children's trusts rather than the parents. This project involved the requisite tax planning and the preparation of all documentation required to complete the transactions. I worked with the accountants preparing opinions of value for the shares in order to include the proper provisions in the documents, such as purchase price and confirmation that the cash flow percentage allocable to the donated and sold shares was sufficient to pay amounts due annually on the borrowed funds to be used to finance the purchases. (iii) Assisted a family in undoing the estate planning of their deceased father so that testamentary trusts created for decedent's widow could transfer trust assets, most of which were closely-held business interests, to the children involved in the business in exchange for the children's notes of equal value. The plan also provided for transfers that were required to equalize the holdings between the children in the business and those not in the business. My services included a presentation to the entire family and its accountants of the steps in the process and the purpose of each.
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