Choosing your Virginia Business Entity

October 30, 2014 on 1:18 pm | In Business Planning, General Interest, John Tarley, Merger & Acquisition, Neal J. Robinson | No Comments

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There are many questions to ask and many issues to resolve when you decide to start your Virginia business entity. The time to ask those questions and resolve those issues is before you enter into your business agreement.

Neal’s 3-minute slideshow presentation gives an a brief primer on the forms of entities that are available and questions to start your dialog with your business attorney and business partners. This slideshow combines basic information with more advanced concepts for the more experienced entrepreneur.

Tarley Robinson, PLC, Attorneys and Counsellors at Law

Williamsburg, Virginia

Neal Robinson

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The Rule of Caveat Emptor in the Sale of Real Estate vs. a Seller’s Duty to Disclose

October 30, 2014 on 1:18 pm | In Construction litigation, John Tarley, Real Estate Litigation, Real Estate Strategies, State & Federal Litigation | 2 Comments

Simply stated, caveat emptor means “let the buyer take care,” or even more plainly stated: “Buyer beware.” In real estate matters, buyers are warned that they are to “exercise ordinary care in inspecting the condition of property.” Therefore, buyers are generally urged to obtain a home inspection and take such other care prior to closing on their real estate purchase. Otherwise, the buyers may not have any relief if they find adverse conditions after taking possession.

A case arising out of Charlottesville highlights the obligations of the buyers and the sellers in the purchase of a home. In that case, the seller of the home was also a licensed real estate agent, which added another complication regarding the duty to disclose. This blog posts analyzes that court decision, which offers warnings to buyers and sellers of real estate, as well as to licensed real estate agents.

 

 

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A Checklist to improve the effectiveness of your HOA Board of Directors

October 30, 2014 on 1:18 pm | In Common Interest Community, General Interest, HOA, HOA litigation, Real Estate Strategies, Susan B. Tarley | No Comments

 

For your homeowners association, here’s a simple, but effective and invaluable checklist of suggested resolutions to improve the Board of Directors in your community association.

Williamsburg Virginia Business and HOA Lawyers

Board Checklist

    1. Set-up your board of director orientation with Tarley Robinson, PLC.  This service is provided at no charge to our clients. We will send out a an email and letter to schedule an orientation shortly after your board of director elections. Email us to make sure you are on our mailing list.
    2. Review your documents with your manager and attorney, or if self-managed, with your board and attorney, to determine whether you are operating in compliance with your documents and whether your documents comply with the law.
    3. Encourage civility, applaud the good deeds of neighbors and provide solid leadership.  Remember that you are part of a community.
    4. Schedule an appointment with your insurance agent to review your current policies. Confirm that your policies comply with any insurance requirements in your documents. Find out if you should change your deductibles.  Determine if you are paying the best price.
    5. Implement your Complaint Policy and Copying Policy. You are required to have them.
    6. Conduct efficient and effective board meetings. Spend some time working on the processes and procedures for your board meetings. Seek input from your board members, manager and attorney.
    7. Follow the legislation affecting community associations. The Virginia Legislative Action Committee will be working hard to review proposed legislation and determine its impact on community associations. Updates will be posted at http://www.cai-valac.org/
    8. Review your Reserve Study. Virginia law request annual review of your Reserve Study. If you do not have a Reserve Study to review, resolve to obtain one. It is the law.
    9. Conduct a risk assessment relative to safety and the use of your Common Areas or Common Elements. Follow-up with appropriate action, be it implementing safety rules, repairing an unsafe area or item, or posting a warning sign.
    10. Attend seminars provided by CAI. The Central Virginia Chapter Community Association Day, for example, is a daylong event that includes some great educational opportunities.
Being a Board Member for your HOA or Condo Association is a big undertaking, but there are resources to help you understand your responsibilities and become a more responsive director. Resolve to take advantage of these resources and help your HOA Board become more effective.

Tarley Robinson, PLC, Attorneys and Counsellors at Law

Williamsburg, Virginia

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Immigration and Employers – Remember your I-9 Forms

October 30, 2014 on 1:18 pm | In Business Planning, Common Interest Community, John Tarley, Merger & Acquisition | No Comments

There are many issues for entrepreneurs starting and operating their small businesses. In that light, immigration is not just a national issue involving major companies. Small businesses must be aware of government requirements, too.

Since 1986, the Immigration and Nationality Act has required employers to to verify that its employees are able to accept employment in the United States. Consequently, the I-9 form was developed. Every employee must complete an I-9 form at the time of hire. Employers are required to ensure the form is completed within three days of hire. Furthermore, even if the company engages contractors, the company could be liable if it knows the contractor employs unauthorized workers. Obviously, criminal penalties await those who fraudulently fill out the I-9 form, but civil penalties also can be levied against companies who fail to keep proper records, even if the employee is legally authorized to work in the United States.

As always, ask your attorney to make sure that your company’s legal issues are covered so that you can focus your energy on growing your business.

Tarley Robinson, PLC, Attorneys and Counsellors at Law

Williamsburg, Virginia

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Can an advisor be held liable for the false statements in a prospectus made by another?

October 30, 2014 on 1:18 pm | In Business Planning, Contributors, General Interest, Merger & Acquisition, Neal J. Robinson, State & Federal Litigation | No Comments

For all you accountants, investment advisors, and even attorneys who provide advice and guidance to companies or other entities raising money or other property for investment purposes, it might be a good idea to pay particular attention to the

United States Supreme Court opinion, when issued, in the case of Janus Capital Group, Inc. v. First Derivative Traders, No. 09-525 (S. Ct.). This case was argued before the Court on December 7, 2010. The Court’s opinion should be issued sometime during the first half of 2011.

Janus Capital Group, Inc. is somewhat factually and legally complex. However, in very simplified terms, First Derivative Traders is attempting to assert primary Securities Exchange Act Section 10(b) fraud liability against an entity,

Janus Capital Management LLC, that “helped” and “participat[ed] in” preparing a prospectus. The prospectus was actually that of, and was issued by, Janus Funds, a separate entity. Janus Funds had its own lawyers review the prospectus. Further, the Funds’ Board of Trustees, which was primarily responsible for it, reviewed it, as did the outside Trustees of Janus Funds, who also had their own counsel review it.

The United States (i.e., the Securities and Exchange Commission) filed an amicus brief in this case advocating such indirect liability in private actions, never mind the right of private action was judicially, not statutorily, created.

Williamsburg Virginia Business Lawyers

United States Supreme Court

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Using your business’ computer to email your attorney may be a bad idea

October 30, 2014 on 1:18 pm | In Business Planning, Common Interest Community, General Interest, HOA litigation, John Tarley, Real Estate Litigation, State & Federal Litigation | No Comments

Email

Well, we have written about protecting the attorney-client privilege and about safe emailing tips when emailing your attorney. Although we thought we had it pretty well covered, a recent decision from a California appellate has given us something more to think about.
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The Same Employer But a Different Result in this Virginia Supreme Court Case Regarding the Enforceability of Noncompete Agreements

October 30, 2014 on 1:18 pm | In Business Planning, Employment law, John Tarley, Merger & Acquisition, State & Federal Litigation | No Comments

Over the course of the past 20 years, the Virginia Supreme Court has tweaked the law governing non-compete agreements. In its latest case, the Court came full circle by invalidating a noncompete agreement that used the same language the Court had upheld 20 years earlier in a case involving the same company.

As we have written before, trial courts will enforce noncompete agreements when the agreements (1) are narrowly drawn to protect the employer’s legitimate business interest, (2) are not unduly burdensome on the employee’s ability to earn a living, and (3) are not against public policy. Importantly, the employer has the burden to prove each of these elements. When evaluating whether the employer has met that burden, trials courts should consider the “function, geographic scope, and duration” elements of the noncompete restrictions.  These elements are “considered together” rather than “as three separate and distinct issues.”

Further, if the noncompete agreement is too broad or otherwise unenforceable, a Virginia court will not rewrite, or “blue pencil” the agreement to make it enforceable. Therefore, it is important that you work with your business attorney to draft an enforceable non-compete agreement.

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In a Heartbeat – Is an HOA liable if it provides an AED?

October 30, 2014 on 1:18 pm | In Common Interest Community, HOA, HOA litigation, Susan B. Tarley, Unit Owners Association | No Comments

It happens in a heartbeat – literally.  Sudden cardiac arrest is a leading cause of death among adults over the age of 40 in the United States and other countries.  Studies have shown, however, that when bystanders intervene and start cardiopulmonary resuscitation (“CPR”) or utilize an automated external defibrillator (“AED”), four out of ten victims actually survive this otherwise certain killer.

Community associations considering installing an AED at the clubhouse or pool are understandably concerned about liability. What if someone uses it incorrectly? Is the Association required to provide training? Should access to the AED be limited? What if the AED has not been maintained?

AED

 

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My Commercial Tenant is gone . . . should I re-enter the Property?

October 30, 2014 on 1:18 pm | In Business Law, Business Planning, John Tarley, Land Use Planning, Real Estate Litigation, Real Estate Strategies, State & Federal Litigation | No Comments

Sometimes commercial tenants, unable to stay current with their lease obligations, decide to close up shop and abandon their leased premises. In those circumstances, commercial landlords need to know their options. This blog post discusses a commercial landlord’s options when a commercial tenant abandons its lease.

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Benefits of HOAs Part 3: The Importance of Assessments to your Community

October 30, 2014 on 1:18 pm | In Common Interest Community, HOA, HOA litigation, Jason Howell, John Tarley, Real Estate Litigation, Susan B. Tarley, Unit Owners Association | No Comments

To many homeowners, the assessments they pay to their homeowners or condominium association are just one more bill each month. Too often, owners don’t realize the benefits they get in exchange for these assessments. Some owners even go so far as to stop paying their assessments. A careful review of your association’s budget would show that the benefits for owners that come from their assessment payments far surpass the cost of the assessment. But when an owner chooses not to pay, everyone in the community bears the consequences.

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