Gary F. Torrell's Article "Winning Strategies For Resolving Consumer Complaints" Published in The Corporate Counselor

Gary F. Torrell was recently published in the Summer 2011 edition of "The Coporate Counselor," a publication for in-house counsel provided by The Corporate Law Departments Section of the Los Angeles County Bar Association. Gary was invited to write the keystone article for the Summer issue because of his background as in-house counsel for several corporations.

Gary’s article, entitled "Winning Strategies For Resolving Consumer Complaints," discusses the challenges of defending a corporation against a single or small group of consumers. The article also gives some valuable tips and tricks to assist in-house counsel with navigating the delicacies of defending their company against consumer complaints.

To the full article...

Entrepreneurs Face New Challenges When Selling Their Businesses

By Arlen Gunner

When an entrepreneur sells his business, a lot of things change; not just for the company, but for the entrepreneur personally as well. Regardless of whether the entrepreneur is required to stay involved with the daily operations of the business, or whether he is given a consulting arrangement, there are several factors an entrepreneur should be prepared to face before he signs on the dotted line.

In the sale of a private business, the acquiring party may view the continued presence of the entrepreneur, who presumably commanded the loyalty of his previous employees, as an obstacle for the acquiring company to imprint its own management style on the business and its employees. Many times, consulting or employment agreements with the previous owner do not work out due to the inability of the entrepreneur to adjust to the new set of circumstances in which he finds himself, mainly, no longer in complete control. The adjustment to not being the boss anymore can be very difficult. This, along with the loss of a place to go every day, could be a very real struggle for the seller to contend with.

On the other hand, if it turns out the acquirer is counting on the continued presence of the seller (at least in the beginning) to assist with business operations, the acquirer and the entrepreneur should have a serious discussion prior to the closing of the transaction about the exact role that the entrepreneur will play post-closing. It should be made very clear, not only to the entrepreneur, but also to the employees, exactly who will be running the business and who is at the top of the hierarchy. An ambiguous structure could hinder the integration of the business into the acquiring company. The failure to do appropriate preplanning can cost all the parties involved, so it is imperative that such planning occur prior to the closing.

To the extent that the selling entrepreneur will remain with the company, it is important for him to have a written agreement, which is as detailed as possible, setting forth his duties and authority post-closing. It is wise to have counsel review these documents to make sure that there is no ability of the acquiring company to subvert any authority granted to the entrepreneur post-closing. There should be prohibitions set in place that prevent the acquirer from diluting the seller's authority through direct or indirect means.

In the event that a foreign company is acquiring a business located in the United States, there can be not only managerial differences, but cultural differences that need to be understood and dealt with as well. It may be advisable, once the acquirer determines which senior managers they wish to retain, to have a third-party consultant brought in to analyze the cultural differences and to draw up a strategy in order to best integrate the companies.

Lastly, if the entrepreneur is in the enviable position of retiring from his business or working on a drastically reduced basis, what is he going to do with all this extra time he will have on his hands? Many times people who are creative and active businesspeople have a problem adjusting to the loss of structure usually provided by a business environment. The answer? Develop a hobby! This is a wonderful opportunity for the entrepreneur to expand on existing interests or pick up something new that will at least offer a part-time outlet for his creative energy.

Geoffrey A. Weg to Speak at Whittier Law School 2011 Annual Income Tax Seminar

Friday, June 17, 2011 at 8:30 AM at Whittier Law School, 3333 Harbor Boulevard in Costa Mesa, California

Tax and wealth planning attorney, Geoffrey A. Weg, will be a featured speaker at the 2011 Annual Income Tax Seminar at Whittier Law School on Friday, June 17. The annual seminar is sponsored by the State Bar of California Taxation Section and the California Society of Certified Public Accountants (CalCPA).

This year's seminar will highlight the following topics: the IRS 2011 Offshore Voluntary Disclosure Initiative; FBAR, FATCA and the future of global information reporting; California property tax “Change of Ownership,” including when to report entity change of ownership to BOE; developments in the Office of Professional Responsibility: Practice before the IRS; mergers and acquisitions of Passthrough Entities: And “S” corporations, partnerships and LLCs.

The Program qualifies for 9 hours of CPE for CPAs; 9 hours of continuing education credit for enrolled agents; and 7.5 hours of MCLE and tax specialization credit for attorneys (including 1 hour of ethics).

Registration to this all-day event Register...