Donna Ray Berkelhammer

Donna Ray Berkelhammer

Sands Anderson PC

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‘S Wonderful, ‘S Marvelous, ‘S Unreasonable

One of the reasons to choose an S-Corp instead of an LLC is tax savings. An S-corp does not pay any taxes at the corporate level, but instead all income is passed through to the shareholders, who are responsible for a number...more

4/8/2014 - Choice of Entity Corporate Taxes LLC S-Corporation

I Am Not Rich So I Don’t Need a Will and Other Estate Planning Myths

Many people draw up complicated estate plans to minimize the taxes they have to pay on their assets when they die. But people who are nowhere near the $5 million+ floor for estate taxes have very valuable reasons for having...more

3/25/2014 - Estate Planning

Striking the Right Balance in a North Carolina Non-Compete Can Be Tricky

North Carolina companies who rely on non-compete agreements to protect their trade secrets and proprietary information may want to review their agreements in light of two recent court decisions....more

3/17/2014 - Corporate Counsel Non-Compete Agreements Restrictive Covenants

North Carolina’s New LLC Statute: Do We Need to Revise Our Operating Agreement?

North Carolina updated its Limited Liability Act effective January 1, 2014. One of the benefits of the limited liability company has been its flexibility. It is a creature of contract, allowing much more flexibility than the...more

3/10/2014 - Choice of Entity Limited Liability Companies LLC Operating Agreements

In Virginia and NC, Consumers Can Dispute Debts Verbally

If you routinely collect debts from consumers, you are probably familiar with the requirements of the federal Fair Debt Collections Act (FDCPA)....more

3/5/2014 - Debt Collection FDCPA

Significant Changes to the North Carolina Limited Liability Act

On January 1, 2014, the North Carolina Limited Liability Act was significantly overhauled. Existing Chapter 57C was repealed and 57D was passed in its place. Many of the substantive changes are highlighted below....more

3/5/2014 - Corporate Governance Limited Liability Companies

In NC and Virginia, Consumers Can Dispute Debts Verbally

If you routinely collect debts from consumers, you are probably familiar with the requirements of the federal Fair Debt Collections Act (FDCPA). Under this act, consumers who disputed a debt had thirty days after...more

2/7/2014

A Trade Name May Not Smell So Sweet If It’s Also a Trademark

There are many legal principals behind names of companies and their products and services. It is common for new businesses to check with the North Carolina Secretary of State to make sure no one else has their name. This is...more

1/28/2014 - Trade Names Trademarks

Use Proper Terminology to Protect Your Personal Assets

Do you have a corporation or an LLC? How often do you use the proper name of your company (as it appears in the records of the Secretary of State)? Do you often shorten your name and omit the “Inc” or “LLC” on your...more

1/23/2014 - Articles of Incorporation Corporate Veil LLC

Growing Your Business without Producing Unintentional Franchise Headaches

Many successful businesses want to open secondary locations, or “license” the business to a third party to operate additional locations. Be very careful when setting up a third-party model — it is easy to create an...more

1/7/2014 - Business Development Franchises FTC

Be Secure In Understanding Secured Interests

When a business borrows money, especially when it’s a new business, the lender wants to make sure it will be repaid even if the business fails. The lender often asks for additional security that it will be paid. Additional...more

11/26/2013 - Deed of Trust Liens Loans Personal Property UCC

Can You Define “Total Heating Bill”? Or is Your Contract Ambiguous and Unenforceable?

We previously discussed in broad terms that a valid and enforceable contract must have offer and acceptance, mutual exchange of something of value and definitive terms. But what does it mean for a term to be “definitive”?...more

11/12/2013 - Consumer Utility Costs Contract Interpretation Manufacturers Utilities Sector

Be Up to Speed on Enforceable Contracts

In August 2007, Charlotte Motor Speedway and Speedway Motor Sports announced their intent to build a hot rod dragway next to the speedway. The City of Concord responded by changing its zoning laws to prevent the dragway. The...more

10/15/2013 - Breach of Contract

Tenants Beware on Commercial Leases

Commercial leases can be dozens of pages long. It’s easy to miss something critical — such as who’s responsible for HVAC repairs or what the tenant can or cannot do in the space. While there are many consumer protections...more

10/1/2013 - Commercial Leases Contract Drafting Rent Tenants

What Does Intellectual Property Mean to a Small Business?

Intellectual property is “inventions of the mind:” inventions, literary and artistic works, and symbols, names, images, and designs used in commerce to identify the owner as a source of goods or services. But what does this...more

9/24/2013 - Copyright Logos Patents Small Business Trademarks

Should I incorporate in Nevada, Wyoming or Delaware?

I often speak to potential clients who have heard they should incorporate or from an LLC in Nevada because there are “no taxes” or in Delaware “because it’s the best place.” They want to know what I think....more

9/18/2013 - Business Formation Incorporation Small Business Formation

3 Questions Professionals Should Ask Before They Retire

Doctors, dentists, lawyers, architects and accountants often open their own small professional firms. But often, they don’t begin retirement planning and succession planning soon enough. As professionals become established...more

9/10/2013 - Retirement

Are You Sure Your Non-Compete is Enforceable?

A recent article in Barron’s states that there has been a 60% increase in employers suing departing employees for violating non-competition agreements in the past decade. Overzealous restrictions may be stifling...more

8/26/2013 - Non-Compete Agreements Restrictive Covenants Void and Unenforceable

Crossing the Line into Genericide

Trademark attorneys constantly tell clients not to use their trademarks as a noun or a verb; trademarks are adjectives that describe who makes a specific product or offers a specific service. To allow your trademark to be...more

8/2/2013 - Brand Genericide Lack of Specificity Trademarks

Is Your Cyber-Security Better Than a Fortune 500's?

Half of Fortune 500 companies would face “serious harm” or be “adversely impacted” by a cyber-attack. The greatest perceived harms are loss or theft of confidential information, loss of reputation and direct loss from...more

7/15/2013 - Cyber Attacks Cybersecurity Data Breach Data Breach Plans Data Protection Encryption Fortune 500 FTC Hackers Internet Passwords SEC

The Empty Dotted Line — What Does It Mean?

You own a manufacturing business. You spent a good part of last year putting together a private-branding and distributorship agreement with a new customer and a new distributor. Most of it was over email. Now the...more

6/18/2013 - Condition Precedent Contract Formation Contract Interpretation Contribution Agreements Sales & Distribution Agreements Signatures

Trademarks Are Not Monopolies

Trademarks are brand names or logos that identify the producers of products or services in the marketplace, so that customers can find what they are looking for....more

6/4/2013 - Logos Monopolization Trademarks

A Cloud of Suspicion: Legal Issues Surrounding Cloud Computing

We have seen a rise in the number of start-ups offering cloud-based services and are reviewing an increasing number of SaaS or cloud-based software services contracts for our clients. Cloud computing may be a viable business...more

5/14/2013 - Cloud Computing Cloud-Based Services

AP Hack Demonstrates the Power of 140 Characters #Twitter

Many small and medium business owners are overwhelmed by the social media choices available to them, and unsure of which might best fit their target clients and markets. Twitter, being a relative new kid on the block, can be...more

4/30/2013 - Associated Press Cybersecurity Hackers Social Media Twitter Whitehouse Attack Hoax

Buyer Beware of Successor Liability For FLSA Claims

Businesses often acquire other businesses through an asset purchase, rather than a stock purchase, so that the buyer does not inherit the liabilities of the seller. Not all business owners realize that federal labor law...more

4/23/2013 - Buyers FLSA Successor Liability

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