All members of Kentucky Limited Liability Companies, whether they hold a majority or minority membership interest, have rights under Kentucky statutory and common law, but these rights may be modified, curtailed or extended to a nearly unlimited extent by the provisions of the operating agreement. In this post, we will briefly discuss various rights afforded to members of Kentucky LLCs, which are less statutorily-defined than other corporate rights under state law.

An asset purchase agreement ("APA") is the heart of an acquisition, the document where the terms of the deal are struck. The terms of an APA will impact, among other things, the actual cost to the buyer, the amount received by the seller and the parties' obligations to each other for possibly years after the consummation of the sale. This post will begin a discussion of the various provisions of an asset purchase agreement and how the terms agreed to can favor one party to a transaction over the other, beginning with a brief look at terms that concern assumed and excluded assets and liabilities.

While an estate plan has obvious uses - i.e., planning for the disposition of estate assets after the death of a testator - some of the lesser-known benefits of a well-written plan are the provisions that provide for both management of assets and instructions for personal care in the event of incapacity.

Today one of the more complicated challenges facing law firms is the ability to bridge cultural divides and expectations within a multigenerational workforce. Law firms are often comprised of a wide swath of generations, from partners in their early sixties nearing retirement to young associates in their mid-twenties. The McBrayer group is no different. While our oldest attorneys are Baby Boomers, our newest associates are Millennials, a generation of people who have come of age in the shadow of today's modern technology. To add to this mix is Generation X, sandwiched in between. Each generation brings with it its own life experiences and expectations about the culture of the firm, the amount of work required to be successful within the firm, and what it believes is the appropriate balance between work and life. Often times, these expectations do not appear compatible. However, reflexive leadership responds to these varying expectations and applies these unique generational characteristics in the ways that best serve the firm and its clients.

While individuals will eventually pass on, the internet is forever. Online accounts from games, apps and social media are becoming increasingly valuable. In an age of expanding online presence, estate planners and administrators should take into account the digital life of the client or the decedent, even if online accounts may not always trigger ownership or property issues.

As discussed in prior posts, an asset sale transfers only the assets of the business, whereas a stock sale transfers some or all of the ownership interest in the business as well as its obligations and liabilities. In this continuing examination of how to structure a business sale, the next points of consideration are the tax consequences of each transaction and ways they can affect the buyer and seller. These types of structures confer different tax benefits or burdens on each party, so tax treatment is one of the most crucial elements in the sale.

In our last post, we began speaking about the potential for businesses to take advantage of tax law to defer capital gains tax on business property they want to relinquish. One important thing to point out, though, is that business owners who feel they may benefit from this tax strategy should always seek out professional help in doing so to ensure they have a thorough understanding of the process and that they avoid complications.

Planning on making a large gift to charity? Rather than making a gift outright, it might beneficial to consult an attorney and set up a charitable remainder trust, an instrument that allows you to donate to charity while still receiving income from the property, as well as providing tax breaks to the settlor and settlor's heirs. These types of trusts can be a crucial element of an estate or financial plan, especially if you are considering making large charitable gifts.

For businesses, it is important to be aware of strategies that can help decrease tax liability. In this post, we want to talk about one such strategy: 1031 exchanges, also called like-kind exchanges. This tax strategy essentially involves the exchange of a business or investment asset—usually, but not necessarily, real estate—for another. Corporate stock and partnership interests are not eligible for 1031 exchanges.

For companies looking to become more competitive in the marketplace, maintaining a lookout for potentially valuable acquisitions is an important task. Acquisitions, when entered into strategically and with proper legal guidance, can help a company to enhance its offerings and become more competitive. In industries where innovation is critical to success, buying out competitors can be a smart move.