Wednesday, April 20, 2005

Welcome

Welcome to the new website of David Lanigan, P.A. I hope soon to make regular posts on this blog with news and information for clients and perspective clients. In the meantime, please review some of the pages in the Legal Services column which explain my firm's services, philosophy, and experience. Thank you.

Friday, March 25, 2005

Estate Planning

Mr. Lanigan's estate planning encompasses complex estates often worth millions of dollars and often consisting of family owned businesses, life insurance, Qualified Subchapter S Trusts, Electing Small Business Trusts, deferred compensation plans, minors’ trusts (to hold gifts from parents and grandparents), and charitable interests, exposure to creditors, multiple generations, generation-skipping transfers, IRA’s and other retirement plans, second marriages, non-U.S. citizenship, mental disabilities, and other complicating factors.

Mr. Lanigan has written a wide variety of wills, revocable living trusts, irrevocable life insurance trusts, asset protection trusts, living QTIP trusts, traditional split-dollar agreements; private split-dollar agreements, charitable remainder trusts, minors’ gift trusts, family limited partnership agreements, durable powers of attorney, designations of health care surrogates, shareholder buy/sell agreements, and other contracts to implement his clients' estate plans. What is Estate Planning? 1. Estate planning is a process by which a person or a couple: a. considers all of their assets, liabilities, income, and expenses; b. identifies one or more persons to serve as their surrogate for making health care decisions at any time that they cannot do so themselves; c. identifies one or more persons to serve as their agent to manage their property at any time that they are unable to do so; identifies to whom they wants their property to go during life and after death (i.e., family members, charities, etc); d. decides when these beneficiaries are to receive their property and in what amounts; arranges for management of assets in trust for one or more beneficiaries who are not old enough or informed enough or frugal enough to manage assets left to them by a parent, grandparent, or other ancestor; e. analyzes how to avoid or at least minimize all taxes, both federal and state, that could be imposed upon their death or upon making a gift; f. considers their own health and the health and abilities of every person on whom they rely to serve as personal representative (i.e., executor/executrix), trustee, surrogate, agent; g. considers life insurance, whether to buy it or retain it, how to “own: it, how to fund the premium; whether to hold it in an irrevocable trust; h. considers business entities they owns and how to value them and whether to retain or transfer control; and i. arranges their assets and liabilities so that a judgment creditor, if any, would have difficulty collecting on a judgment. 2. Implementing these decisions is done via several different types of documents, including: a. A last will and testament; b. A trust, either 1. Revocable, to work with the will; or ii. Irrevocable, to accomplish various goals; c. A designation of health care surrogate; d. A durable power of attorney; e. A “living will”; f. A HIPAA (Health Insurance Portability and Accountability Act of 1996) designation; g. A pre-need designation of guardian; h. perhaps a shareholders’ agreement or buy-out provisions in a limited liability company operating agreement; i. perhaps a pre-marital agreement; j. perhaps a domestic partner agreement, for an unmarried couple or a same sex couple What kinds of estate planning do I do? 1. Estate tax, gift tax, and generation-skipping transfer tax planning 2. Wealth preservation planning 3. Business succession planning 4. Special needs trust designing, such as for a mentally retarded or otherwise disabled child or to account for potential need for Medicaid 5. Unmarried couples and same sex couples planning

Business Law

Mr. Lanigan's business practice includes:

(1) Negotiation and preparation of:
(a) Asset purchase/sale agreements for corporations, partnerships, and limited liability companies
(b) Stock purchase/sale agreements
(c) Agreements to purchase/sell interests in partnerships and limited liability companies

(2) Planning corporate acquisitions and divestitures

(3) Restructuring of professional corporations

(4) Preparation of:
(a) Shareholder buy-sell agreements
(b) Employment contracts
(c) Equipment leasing agreements
(d) Distribution agreements
(e) Confidentiality agreements
(f) Computer software license agreements
(g) Loan agreements
(h) Promissory notes
(i) Security agreements
(j) Guaranties
(k) Limited liability company agreements
(l) Partnership agreements
(m) Franchise agreements
(n) Uniform franchise offering circular compliance documents
(o) Real estate contracts
(p) Deeds
(q) Mortgages
(r) Real estate leases
(s) Independent contractor agreements
(t) Limited liability company regulations
(u) Computer sales agreements

(5) Applying for federal registration of trademarks. Negotiations usually begin long before at least one of the parties is aware that they have begun. Good planning and documenting of a transaction can go a long way toward avoiding litigation. Negotiating and resolving disputes either without resorting to litigation or while litigation is occurring involves learning what interests the parties have in common and persuading the parties to agree on a course of action that serves the interests of all parties. Writing good documents to implement a business transaction requires knowing how a litigator thinks, how he might interpret the documents, and what actions an adversary might take in litigation. We prepare documents with these factors in mind. It is far less costly to avoid litigation than it is to engage in litigation.

Income Tax Planning

Mr. Lanigan's tax planning encompasses both acquisitive and divisive reorganizations (e.g., spinoffs and split-ups), counseling on choice of a business entity, formation of corporations without recognizing gain, Subchapter S corporation planning, non-qualified deferred compensation plans, comparisons of qualified retirement plans, stock redemptions, recapitalization of corporations, stock buy-outs, purchase and sale of business assets and of interests in partnerships and limited liability companies, and general income tax planning for individuals, trusts, and probate estates. Mr. Lanigan also has prepared income tax returns for individuals, corporations, trusts, and estates. We advise clients concerning the best choice of entity to use, tax favorable ways to hold real property, tax favorable ways to structure transactions to purchase an interest in a business and to sell an interest in a business, methods by which to stretch out mandatory withdrawals from IRA’s, income tax issues and valuation issues involved in corporate shareholder agreements, partnership agreements, and limited liability company operating agreements, fiduciary income tax return issues (which apply to trusts and to probate estates), and other issues.

Probate

Mr. Lanigan has administered numerous probate estates, handled family administration and summary administration, prepared the necessary estate tax returns and income tax returns, and handled probate litigation involving challenges to the right of the personal representative to serve, the validity of claims made against the estate, the propriety of attorney fees charged by other attorneys to the estate, and the status of residential real property as homestead and interpretation of an ambiguous trust agreement.

Tax Controversies

David Lanigan has represented clients in Tax Court proceedings and before the IRS Appeals Division, utilizing a wide variety of administrative techniques to promote his clients' interests. Typical techniques include preparation of formal protests, negotiation of installment payment agreements, preparation of offers in compromise of disputed claims, participating in taxpayer examinations, and obtaining Taxpayer Assistance Orders. When a taxpayer files a return, the IRS has the authority to examine the return. This is also referred to as auditing the return. If the IRS believes that the return shows too little income or too many deductions, characterizes ordinary income as capital gain or short term capital gain as long term, lack of withholding or estimated payments, or any other type of error, it can assess additional taxes due as well as penalties and interest. A taxpayer usually benefits from having competent representation during examination. If an assessment is made by the IRS, the taxpayer may challenge it by filing a petition in Tax Court or by paying the assessment and related interest and penalty and seeking a refund in U.S. District Court. If an assessment goes unchallenged or if the IRS prevails in a challenge, the IRS can impose its federal tax lien on all of the taxpayer’s property. A taxpayer should challenge an IRS position early and not wait until the IRS is trying to collect from him.

Litigation

Mr. Lanigan has argued motions and tried cases in both federal court and state court and has written briefs for and argued appeals in Florida and Missouri. His litigation experience has encompassed numerous state law business torts and federal law business torts, trust law, bankruptcy court issues, mortgage foreclosure, breach of contract, RICO, civil contempt, zoning, residential landlord-tenant, commercial eviction, interpretation of trust agreements, and other probate matters.

Public Speaking

David Lanigan has spoken frequently on: (1) protecting assets from creditors; (2) avoiding or minimizing estate and gift taxes; (3) family limited partnerships; (4) revocable living trusts; (5) recent changes to the federal tax laws; (6) durable powers of attorney; (7) life insurance trusts; (8) business succession planning; (9) S corporation tax planning; and (10) tax considerations in buying or selling a business. He lectures on estate planning topics at Financial Strategies for Successful Retirement seminars presented at University of South Florida.

Mr. Lanigan has been a featured speaker at: 1) John Hancock Coleman General Agency; 2) National Business Institutes (Considerations in Buying & Selling a Business in Florida); 3) the Florida Institute of Certified Public Accountants (West Coast Chapter and Sandspur Chapter), 4) Florida Roundtable of Practicing CPA's; 5) Podiatric Association of Hillsborough County; 6) East Pasco Medical Center; 7) USF Psychiatry Residents; 8) PaineWebber office in Tampa; 9) MONY Regional office in Tampa; 10) IDS (SW Fla. District); 11) Missouri Bar Tax Committee; 12) Bar Association of Metropolitan St. Louis; 13) St. Louis Community College; 14) Independent Accountants' Society; 15) Regional Commerce & Growth Association (of St. Louis); and 16) Rotary clubs.

Thursday, March 24, 2005

About Mr. Lanigan

Education; Experience

DAVID C. LANIGAN earned his Bachelor of Arts (B.A.) from Westminster College in Fulton, Missouri in 1975, his law degree (Juris Doctor (J.D.)) from Washington University School of Law in St. Louis, Missouri in 1980, and his Master of Laws (LL.M.) in Taxation from Washington University in 1985. He served as a Staff Attorney at the Supreme Court of Missouri and as an Attorney/Law Clerk to Justice Warren D. Welliver of the Supreme Court of Missouri.

Mr. Lanigan has been a member of the Florida Bar since 1981 and is also licensed to practice in the courts of the State of Missouri and the United States Tax Court. After relocating to Tampa, Florida in April 1993, Mr. Lanigan practiced law with an eight-lawyer firm until December 1996, when he started his own law firm.

Philosophy

Mr. Lanigan strives to provide excellent legal service in a timely manner at a reasonable price. Clear communication concerning all pertinent fees and costs, prospects and problems, and goals and methods is highly valued .  Efficient and effective use of computerized research and other modern technology facilitates efficiency while keeping legal fees to a minimum.

Expertise

Mr. Lanigan emphasizes and has experience in the areas of: (1) sophisticated estate planning and probate administration; (2) business transactions; (3) business contracts, such as employment agreements, license agreements, confidentiality agreements, and shareholders’ restrictive stock agreements; (4) income taxation of businesses, individuals, trusts, and probate estates; (5) IRS examination and collection procedures; and (6) real estate transactions; (7) loan documentation.

Writing

David Lanigan has had articles on family limited partnerships, valuation discounts, innocent spouse relief, and other topics published in the Hillsborough County Bar Association LAWYER magazine and in the New Tampa Neighborhood News. He has also been an editor of the Florida Tax Section Bulletin and the Tax Section articles submitted for publication in the Florida Bar Journal.

Professional Affiliations

Florida Bar Association (Tax Section and Probate and Trust Section)

-- Co-Editor of Tax Section Bulletin, July 1995-1996
-- Co-Editor of Tax Law Notes in Florida Bar Journal, July 1996-1997

American Bar Assn. (Business Law, Tax, & Real Property, Probate, & Trust Law Sections)

Community Activities

Hillsborough County Bar Association
Tampa Bay Estate Planning Council, Inc.
Rotary Club of New Tampa
Temple Terrace Chamber of Commerce
Friends of New Tampa Regional Library
Ethics Com’ee, Univ. Village H.C
Tampa Palms Owners Association
New Tampa Community Council
New Tampa Soccer Assn. Coach
Univ. Village Advisory Comm.