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STEVEN H. SHAPIRO

PIRCHER, NICHOLS & MEEKS

Chicago, IL

Doing Business Across State Lines:

Financial and Other Pitfalls to Avoid

March 6, 2014


Overview of Presentation

• Steve’s Background

• Role of Federal Law

• Issues of State Law

• Taxes

• Employment Law

• Real Estate Law




• Role of Federal Law


• Taxes

• Employment Law

• Real Estate Law


Steve Shapiro - Background

• Practiced securities, M&A, corporate and

banking law for almost 30 years

• Completed hundreds of transactions and

represented dozens of companies

• Former executive with First Midwest

Bancorp and Cole Taylor Bank (now MB

Financial), both Chicago super-regional

banks


What are the Takeaways?

1. DO make a decision to expand

across state lines for legal reasons

2. DO understand that each state may

have different laws that apply to

your business, generally and

specifically

3. DO learn those rules to avoid

missteps


What are NOT the Takeaways?

1. DO NOT decide whether or not to to

expand across state lines based on

legal issues

2. DO NOT assume all states have the

same laws




• Federal Law and State Law


• Taxes

• Employment Law

• Real Estate Law


Federal and State Law - 50,000 Feet

• Statutes – Federal and State levels

• Regulations

• Administrative Acts and Decisions

• Other

• Federal Courts

• US Supreme Court

• Appellate Courts

• District Courts – trial court


Federal and State Law – 50,000 Feet (continued)

• State Courts – Varies Among States

• Appellate Courts – Number and Name

Vary

• Trial Courts – Names vary

• Federal Pre-emption: Federal Over

State

• Examples – Securities Law

Bankruptcy Laws,

Federal Statutes like FDA


Federal and State Law– 50,000 Feet (continued)

• How is it decided what is federal law

and what is state law

• What will not be discussed for the

rest of the presentation:


Federal and State Law – 50,000 Feet (continued)

• How is it decided what is federal law

and what is state law

• What will not be discussed for the

rest of the presentation:

Any of this






• Taxes

• Employment Law

• Real Estate Law


Issues in Doing Business Across State

Lines

• To Many Laws to Cover Everything

• Just some highlights (or lowlights)

• Partly depends on state history and

economy

• Extrusion molding

• Give some idea of how the system

works

• Role of Uniform Laws

• Ex: Uniform Commercial Code






• Taxes

• Employment Law

• Real Estate Law


Issues of State Law - Tax

• Again, too many taxes to know all of

them

• Most states have sales and use taxes

• But they differ as to:

• What is taxed and what is excluded

• Tax rate

• Taxable transactions

• Special rules on multi-state transactions

• Deadlines, penalties, taxing authorities,

who is liable, who collects


Issues of State Law - Tax

• Some examples:

• Highest Rate: CA 7.5% (state), plus

up to 2.5% imposed by cities, counties

and special taxing districts

• Connecticut: 7% luxury tax for cars

over $50,000 as an example

• Florida: Coin-operated amusement

machines

• Atlantic City: 9% luxury tax


Issues of State Law – Employment

Law

• Anti-Discrimination

• Background Checks

• Drug Testing

• Release Language

• Hiring Requirements

• Independent

Contractors

• Employee Leave

• Leave Policy

• Mini-WARN Acts

• Non-Compete

• Trade Secret

• Wage Hour


One small part – Drug Testing

• When is drug testing is authorized

or prohibited?

• What kind of testing is authorized or

prohibited?

• What substances can be tested for?

• How to conduct drug tests?

• What is the protocol is test comes

back positive?

• What about being about to sue and

so on…


Real Estate Law

• Again, numerous examples

• Mortgage v. Deed of Trust

• Almost all a matter of state law


Real Estate - Assignment

• Many states (Ex: AL, DE, FL, In,

MA, NV):

• If the lease does not say whether or

not the landlord consent for

assignment is required, a tenant may,

without the landlord's consent, either

assign the lease or sublease the

premises.

• But in Texas: Absent a provision in the

lease stating otherwise, tenants may

not sublet or assign without the

landlord's prior consent


Real Estate - Assignment

• And in Missouri

• If the lease is silent, a tenant

bound by a lease for a term of

greater than two years may

assign the leased property to

another without the landlord's

consent






• Tax

• Human Resources

• Real Estate


What are the Takeaways?

1. DO make a decision to expand

across state lines for legal reasons

2. DO understand that each state may

have different laws that apply to

your business, generally and

specifically

3. DO learn those rules to avoid

missteps


What are NOT the Takeaways?

1. DO NOT make a decision to

expand across state lines for legal

reasons

2. DO NOT assume all states have the

same laws


Steve Shapiro

Pircher, Nichols & Meeks

Chicago, IL

312.915.3175

847.208.2326

[email protected]

steven h. shapiro pircher, nichols & meeks chicago, il · 1 steven h. shapiro pircher, nichols...

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