STEVEN H. SHAPIRO PIRCHER, NICHOLS & MEEKS Chicago, IL · 1 STEVEN H. SHAPIRO PIRCHER, NICHOLS & MEEKS Chicago, IL Doing Business Across State Lines: Financial and Other Pitfalls
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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
2 2www.conexpoconagg.com
Overview of Presentation
• Steve’s Background
• Role of Federal Law
• Issues of State Law
• Taxes
• Employment Law
• Real Estate Law
3 3www.conexpoconagg.com
Overview of Presentation
• Steve’s Background
• Role of Federal Law
• Issues of State Law
• Taxes
• Employment Law
• Real Estate Law
4 4www.conexpoconagg.com
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
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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
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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
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Overview of Presentation
• Steve’s Background
• Federal Law and State Law
• Issues of State Law
• Taxes
• Employment Law
• Real Estate Law
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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
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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
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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:
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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
12 12www.conexpoconagg.com
Overview of Presentation
• Steve’s Background
• Federal Law and State Law
• Issues of State Law
• Taxes
• Employment Law
• Real Estate Law
13 13www.conexpoconagg.com
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
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Overview of Presentation
• Steve’s Background
• Federal Law and State Law
• Issues of State Law
• Taxes
• Employment Law
• Real Estate Law
15 15www.conexpoconagg.com
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
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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
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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
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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…
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Real Estate Law
• Again, numerous examples
• Mortgage v. Deed of Trust
• Almost all a matter of state law
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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
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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
22 22www.conexpoconagg.com
Overview of Presentation
• Steve’s Background
• Federal Law and State Law
• Issues of State Law
• Tax
• Human Resources
• Real Estate
23 23www.conexpoconagg.com
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
24 24www.conexpoconagg.com
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
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