When "Fair Value" Is Not Fair

The recent Oregon Court of Appeals case, Marker v. Marker, is a fine example of a case that could have had a different result with proper planning. The facts are simple and common: A father and son organized a trucking company in 1982. Father owned 52 percent of the shares and Son owned 48 percent, meaning that Father essentially controlled the company. Both are employees. Over time, disputes arose between Father and Son and in 2006 Father fired Son. Son continued as a shareholder but Father stopped sharing any corporation information with Son. There is no indication that a buy-sell agreement between Father and Son existed.

Son sued Father alleging among other things that Father engaged in oppressive conduct. The trial court found that Father's behavior was oppressive and as a remedy ordered Father to purchase Son's shares at their "fair value" - a term not to be confused with "fair market value".

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The court enlisted the services of an appraiser to determine the shares "fair value". The appraiser determined that the "fair market value" of Son's 48 percent ownership interest was ,000.00 after applying applicable discounts (minority ownership discounts and lack of marketability discounts). However, the appraiser determined that under Oregon law, the "fair value" standard did not allow for discounts making the "fair value" of the shares 4,000.00. The court ordered the company and Father to pay this amount within 20 days from the date of entry of the judgment.

When "Fair Value" Is Not Fair

The court of appeals did not dispute the valuation since ORS 60.952(a)(A) provided that the proper valuation formula for the court to use when it orders the sale of stock is the "fair value" formula without applying any discounts. In Marker and in the case of most small companies the difference between fair value and fair market value is great and a compelled sale of the stock at "fair value" could potentially cripple, if not destroy, a small business. Consequently, most companies would like to avoid these results if at all possible.

The use of a buy-sell agreement (also known as a restrictive stock agreement) is one way that shareholders can limit the application of ORS 60.952 and its potentially crippling results. ORS 60.952(3) provides that the remedies provided in ORS 60.952 can be limited by an agreement entered into by the shareholders. Consequently shareholders can agree to a valuation formula different from the "fair value" formula and can also limit the circumstances in which a court can force the sale of stock. It can also provide circumstances that require the sale of stock, but provide for the proper valuation of that stock.

A buy-sell agreement is an agreement between shareholders that controls a shareholder's ability to voluntarily and involuntarily transfer shares of stock in the company and provides for circumstances that, if they occur, would compel the Company or shareholders to purchase another shareholders' shares of stock. It can limit a shareholder's ability to sell or gift shares and can compel the sale of shares when a shareholder dies, retires, gets divorced, files bankruptcy or has their employment terminated.

The agreement also provides a valuation formula which may be different depending on the event that occurs that compels the sale of stock. For example, the agreement can provide that upon a shareholder's death, the deceased shareholder's estate must sell any shares owned by the deceased shareholder to the company or the living shareholders. The value can be the fair market value of the shares at the time of death, their fair value, or their book value. The shareholders can determine whether discounts or premiums should be applied in determining value. Whether these discounts or premiums should be applied may depend on the circumstances. The shareholders may want a discount to apply upon a shareholder being fired but not when a shareholder dies or retires.

In the case of the Marker shareholders, they could have agreed that upon an employee's termination, the company or remaining shareholders were required to purchase the terminated shareholder's shares at the share's fair market value. By forcing the employee to sell his shares to the company or remaining shareholder, the company ensures that a disgruntled and disinterested shareholder is not involved with the company. If they agreed that the proper valuation formula was the fair market value with applicable discounts, the company and father would have saved over ,000.00 (not including attorney fees and costs incurred in the litigation).

An additional benefit of a properly drafted buy-sell agreement is that the agreement provides for an installment payment plan that allows the company and remaining shareholders to pay the ex-shareholder over time (such as a 10 percent down payment with the balance payable in monthly installments over the next 10 years). As a business owner, imagine having 20 days to produce 4,000.00 to pay your son.

In order to avoid the crippling results of Marker and ORS 60.952, companies with more than one shareholder need to have a buy-sell agreement in place. If you have an existing business and you do not have a buy-sell agreement, it's not too late to enter into a buy-sell agreement. Such an agreement can be entered into by the shareholders at any time.

©11/04/2010 by Kevin J. Tillson. All rights reserved.

When "Fair Value" Is Not Fair

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How to Determine the Worth of Your Personal Injury Accident Claim

What is my case worth?

What is a broken arm? How about a bursting disc which causes nerve pain down my arm for six months until the action is resolved? What happens if the operation does not work? Unfortunately there is no science to this. In fact, here is how crazy that our society what is a broken arm heritage: we are twelve people draw from their work and their families to sit on uncomfortable chairs in the courtroom, forcing them to listen to aBunch of witnesses tell their stories, then lock them in a room and not let them leave until they decided what it's worth, has a broken arm. Let a jury decide, may sound crazy, but has developed a system to be fair to all parties. And I can think of no better way to. You can?

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Since each study will have a different jury, it is impossible in any absolute, just to say a claim for personal injury "is worth it." Of course, no more than 95% of cases go before a jury. Wedecide how much value they would be trying to understand what a jury says. The lawyers we have with other "similar" cases look back to see what juries awarded and do our best estimate, we know every detail of the situation, the stories of medical records, any laws that apply to individuals and the people involved, the proof of fault for the accident, was at the limits of politics, and so on. If you pursue your case to decide what should be donethe same - that's why some people feel the need to hire a lawyer.

How to Determine the Worth of Your Personal Injury Accident Claim

But since, during a test, the value will be decided by twelve people, with all faults and prejudices people have, there are quite a bit 'more to take into account not only the damage to be taken. As to the jury as a lot '. They want the witnesses also play a role. And how much they like the person you meet. The judge has an enormous amount of discretion and the judgerulings can affect a trial. How good your doctors are at teaching a jury matters a lot. What the police report says matters. In fact, so very many things matter, that it's really not possible to figure out what a case is worth until an extensive investigation has been done. But of course, there are guidelines. Here's one: your case is probably worth less than you think, but more than the insurance adjuster is willing to pay. Even though a book cannot tell you what your specific case is worth, we can educate you about the different kinds of "damages."

Damages is a vague term that helps us encompass all possible types of compensatory monies an injury victim might receive from a claim. In Oregon, there are two basic kinds of damages you can recover for a personal injury case: "economic damages" and "noneconomic damages." These used to be called "general damages" and "special damages," and you will sometimes still hear lawyers use these words. But the proper terms are economic and noneconomic damages.

"Economic damages" is the compensation you can get for any money you have lost due to the collision. Examples include:

• Money to repair your car, or the full value of the car if it was totaled

• Money to pay for medical bills

• Lost income if you were not able to work because of your injuries

• Money to pay for household services like cleaning and childcare if you were not able to do these things because of your injuries

• Money to compensate for future economic losses

"Noneconomic damages" is often called "pain and suffering." Noneconomic damages cover such things as:

• Pain

• Humiliation

• Mental suffering

• Emotional distress

• Inconvenience

• Interference with normal activities

• Damage to a person's reputation

• Aggravation to a previous injury

There are also "punitive damages," which are meant purely to punish the wrongdoer. However, the State of Oregon takes 60% of any punitive damages. Then your lawyer will typically take 20%, leaving you with only 20%. This is then taxable, so you might end up with only about 10% of punitive damages. In the right case, it can make sense to try to get punitive damages, but most injured people are better off seeking only economic and noneconomic damages, which are usually not taxable in personal injury cases, under Internal Revenue Code.

NOTE: Bankruptcy If you are in bankruptcy, or might be soon, this can have an enormous effect on any recovery you may get from a personal injury case. If you are in bankruptcy, your claim does not belong to you; it belongs to your bankruptcy trustee. Generally, you can keep up to ,000. But the rest usually goes to your creditors. This is general information; there are plenty of exceptions, and negotiation is often possible. If you are in bankruptcy, it is essential that you tell your bankruptcy attorney or trustee about any possible personal injury claim. If you hide a personal injury claim from your bankruptcy trustee, you would be committing fraud. You could forfeit any money you win, your personal injury lawsuit could be thrown out of court, and you could even go to jail. A good bankruptcy attorney can refer you to a personal injury attorney, and vice versa, and the two can work together to find the best solutions for you, the client.

How to Determine the Worth of Your Personal Injury Accident Claim

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How to Dispute False Credit Reports After Bankruptcy

Bankruptcy is a fresh start for consumers. In a Chapter 7 bankruptcy, the Court can download some or all of the debts of the consumer. Consequently, the creditors to report the account to credit reporting agencies must change.

If the judge of the Bankruptcy Court issues its final goal to download a consumer debt is discharged accounts have the notation "included in bankruptcy." However, the account balance is zero,Improving a consumer's debt-income ratio. In addition, the account does not show other derogatory remarks, which is registered in the non-payment after the order of discharge. Deleting high balances to improve and derogatory remarks to a consumer credit score.

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Is displayed when this type of information on your credit report (also known as a ratio of consumption), you can create a written complaint to the credit reporting agencies. If a creditor continues reporting amounts owed or that the account is overBecause, the consumer may be able to bring a suit for damages under the Fair Credit Reporting Act. Here is a brief description of the process for disputing incorrect information on your credit report.

How to Dispute False Credit Reports After Bankruptcy

First Get a copy of your report for consumers. While it is possible that your credit report online for access to credit bureaus require some companies to give consumers important rights for their relationship to the consumer on their Web site access. Moreover, it can be confusing to navigate many links to purchaseServices that may not be necessary. A better way is to request it by mail.

Consumers have their free annual credit report by writing to the Service Annual Report on the credit application, PO Box 105 281, Atlanta, GA 30348-5281 investigation. The application form is on the annualcreditreport.com site.

According Submit a letter of objection in writing to the credit reporting agencies. Tell them that you filed for bankruptcy, and provide them with the number of bankruptcy court. List of specificationsAccounts and account numbers that have been released.

Send a letter by registered mail with return receipt. Keep a copy of the letter dated and signed, along with copies of attachments.

Read the third answer. If the credit bureaus to request more information, offer them. If reports are not always the recognition is correct, you should contact a lawyer consumer protection organization.

How to Dispute False Credit Reports After Bankruptcy

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Unfair Employment Practices Require a Lawyer's Help

In the United States and around the world, most of the city, where a phenomenal growth and rapidly expanding economies have only been 18 months now fallen into a recession. This means that millions of people were thrown out of work. In some cases, employees by union agreements that protect the sting of the loss to take the place of work. But in many other cases, workers are at the mercy of their employers. It often means leaving virtually no compensation.

This isAs the case in Portland, Oregon, as elsewhere in the United States, in fact, after years of steady growth, expanding employment and periodic increases in incomes and living standards, Portland has been drawn up in recession. In fact, the Portland metropolitan region - including places such as Tualatin, Hillsboro, Gresham, Beaverton and others - was one of the largest increases in unemployment in 2008 and 2009 throughout the country.

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That is,There are many people out of work in Portland and surrounding communities. And this inevitably leads to an increase in complaints of unfair dismissal or non-performance to meet the legal and contractual terms of termination.

Unfair Employment Practices Require a Lawyer's Help

It 's sad but true that when times are tough, many companies will end up treating people in what people actually perceive as unjust. However, if you find yourself in this situation, you should be aware that there are proper laws in forceto help your from this treatment. It may be best explained by a Portland lawyer.

Even in normal times there are different types of maltreatment are likely to be exposed in a workplace. Some common concerns include audit problems, poor work ethics, wrongful dismissal and unfair dismissal. Then, take some of the most serious, the judge, including sexual harassment, workplace violence and bullying can. In addition, salary disputescan be a form of discrimination if a person simply to pay less because of the color of their skin or gender.

Note that you are not alone in this battle for a fair shake, contact your employer. There are many others in Portland, where the same thing, so it is important to trace the problem to the right people in the shortest possible time. It takes courage to come forward, because your company has far more resources than you, and to some extent, control theRules. For this reason, it is advisable to seek the advice of a professional lawyer you are looking for and your case.

How do you feel, they begin to deteriorate the situation in the workplace, you should take steps to protect themselves. Note the date, time and description of the disturbing effects as they occur, since these records can be of great help later, if your case is in court. Keep a diary to keep meticulously chronicles every detail you remember, and not at home, at work.

If you findyourself out of a job and feel the process has been unfair or you have not been given what is owed to you, you should consult with a Portland employment law expert as soon as possible. You will be surprised at the results you can achieve if you have a convincing story and an expert to negotiate on your behalf.

Unfair Employment Practices Require a Lawyer's Help

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Bankruptcy Versus Debt Consolidation - A Clear Choice

A recent article in The New York Times exposed serious pitfalls in front of consumers, lured by the debt consolidation companies that advertise aggressively. The pitch is simple: "Do not file bankruptcy instead of paying the debt negotiation company, which is a lower payment or lump sum settlements .." The problem is that it has never been easier. The industry is raking debt settlement money. The New York Times noted that the industry is "so that a profitable tradeAssociation, the U.S. bankruptcy alternatives for organizations recently convened [in Palm Springs, Florida] to ensure the maritime borders of the Four Seasons Resort, offers and to plot strategy. "But after the consolidation company debt is money the average consumer, the consumer is rarely in a better position, and often file for bankruptcy anyway.

These companies go by many names, including debt consolidation, debt negotiation and debtRemoval companies. The most common tactic of these companies debt consolidation is to educate the consumer so that their accounts are in default. Instead of paying the creditors of the consumer is asked to pay money to the debt settlement company. The company will pay a debt negotiation percentage of the money - often 15% to 20%. Then the debt settlement companies contacted by the creditors and tried to negotiate a lower payment or agreement which is for a smallpercentage of the full debt.

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In the past, it may have been possible to construct such a house of cards. But creditors have become savvy, and more aggressive. If the creditor waits until the debt negotiator has settled with the other creditors, then there may be a larger pot of available funds, and the debt settlement company may have to agree to a higher amount to get the last settling creditor into the house of cards. Or, the creditor may not settle at all, causing the house of cards to collapse entirely. By this time, the consumer is in default on all of their bills, has paid exorbitant fees to the debt elimination company, and is still deep in debt. They are looking at filing for bankruptcy after all.

Bankruptcy Versus Debt Consolidation - A Clear Choice

By contrast, bankruptcy can be a line drawn in the sand. The consumer pays a fee for a qualified bankruptcy attorney to file their bankruptcy petition and schedules. By law, all of the creditors must immediately stop all collection efforts, including calls, letters, and lawsuits. Foreclosures are halted. Garnishments stop. The bankruptcy court judge decides which of the debts are dischargeable, and what money and property the debtor is entitled to keep. After the judge issues a discharge order, the discharged debts are gone forever.

Although the bankruptcy is a significant impact on a consumer's credit report, all of the impact is felt at one time. The bankruptcy judgment will be off of the consumer's credit report within ten years. After about two years of paying bills on time, a consumer will typically qualify for credit on regular terms. By contrast, using the debt consolidators and debt settlement companies may result in lawsuits and collections for years down the road.

As the New York Times reports, there really is no question about the value of the services of these companies. It is a bad deal for consumers. Bankruptcy is a serious decision with long lasting consequences. But it marks a definite line in the sand from which a consumer can discharge most or all of their debts, start over from scratch, and get a fresh start.

Bankruptcy Versus Debt Consolidation - A Clear Choice

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What are the causes of accidents construction?

Construction accidents are among the most common accidents at work. Construction Injuries result of the failure to find the car with forklifts, cranes, loaders and any other piece of machinery at the yard. It can also be a faulty safety equipment, debris, lack of adequate training for construction workers, scaffolding assembled improperly, the structural collapse, electrical fires, electrical shock, and a number of other siteInjury.

Under the U.S. Department of Labor, Occupational Safety and Health Administration (OSHA) to protect those who work in the construction industry. OSHA provides a certain level of security for all construction workers who worked at a site exposed to high risk and dangerous conditions. It also protects the state of Oregon under the employer for the Oregon construction worker not to do. This law requires all employers engaged in hazardouswork to take all necessary precautions to prevent injuries to workers on the site.

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The building is a dangerous profession and there are many risks in construction work. While these rules are necessary, offer only a small amount of comfort for construction workers and their families. In many cases, the workers victims of irresponsible employers and are exposed to unnecessary risks in the workplace. It 'is also common for third partiesStates such as contractors and subcontractors to be present on site, so dangerous and chaotic conditions for workers.

What are the causes of accidents construction?

No matter what construction company you work for, is to educate the responsibility of the contractor, its employees have adequate safety measures and ensure that the site meets all safety standards. The Department of Labor and Industries investigates violations of building for a period of four years. Found at the following seven injuredare the most common (and also the proportion of 92 percent of all eligible requests):

or work-related musculoskeletal disorders of the neck, back and upper limbs
Employees or with heavy machinery or falling objects
Workers without warning against a wall of machinery or vehicles
workers or trapped in or under a car
or slips and falls on the floor of the building site
o In case of an increased amount of site
or GeneralVehicle Injuries

If you or someone you know injured in a yard, contact a personal injury attorney to help you with your case. An experienced personal injury attorney will know to identify with different insurance companies, all involved in building and helps you to know who is responsible for building violations.

What are the causes of accidents construction?

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The elimination of a second mortgage through bankruptcy

The bursting of the housing bubble in the midst of a weakening economy has led to the steep fall of home values. Zillow.com reported that national home values ​​fell by about 12% last year alone. The values ​​at home in Portland, Oregon metropolitan area of about 11% last year alone has decreased, and some districts, such as the Pearl District, have fallen about 20% this year. Many of the homes sold during the housing boom was a "80/20" purchasedMortgages, which means a first mortgage for 80% of the purchase price, and a second mortgage for the remaining 20%.

If the value of the house, under the overall balance of the mortgage before the fall, it is possible in some cases, "strip" the second mortgage in Chapter 13 bankruptcy. A second mortgage can be converted to unsecured debt and could not be fired or considered priority plan liabilities in Chapter 13.

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Example 1: The House paid $ 500,000 fortheir home in 2006, first with a $ 400,000, and a second of $ 100,000. From that point on their home value has dropped to $ 395,000. The owners of houses and apartments could remove the second mortgage debt to eliminate $ 100,000 (probably in a much higher interest rate), and keep their homes.

The elimination of a second mortgage through bankruptcy

Example 2: The House paid $ 500,000 for their home in 2006, first with a $ 400,000, and a second of $ 100,000. From that point on their home value has dropped to $ 405,000. The owners of houses and apartments can not delete secondMortgage because the value of the house and the first mortgage so that the second mortgage is secured by the property.

Stripping the second mortgage is not always possible. But even if a house does not qualify for a "strip down" a second mortgage, may be able to second the conditions of the loan that may be of a high variable interest rate or be renegotiated.

The elimination of a second mortgage through bankruptcy

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The effect of the declaration of bankruptcy of a foreclosure start

In the years preceding the current financial crisis, the housing bubble stimulated a significant increase in new home. At the same time, many of the systems is not conventional mortgage (also known as "subprime" loans), many of the current financial problems felt by millions of Americans. They are burdened by rising debt, mortgage payments adjustment, and falling house prices drastically, many homes in foreclosure. This article describes how the declaration of bankruptcy canImpact of a home foreclosure.

Foreclosure of the legal proceedings initiated by a creditor to repossess the collateral for loans, which is in default. In the case of a mortgage, the mortgage banks to begin the foreclosure process from three to six months after the first missed mortgage payments. In Oregon, a court is required where the landlord is required to appear in court. If the borrower does not appear, the lender gets the title of judge assignmentProperty back to the lender. The creditor can then obtain an order to leave the property with the owner. After the lender takes possession of the property, you may groped to sell the house at market value. The difference between the sale price and the balance of the loan is considered a fault, and the creditor can sue the landlord for the deficiency.

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If you know one of the two files for bankruptcy under Chapter 7 (also known as "liquidation" or "totaldrain ") or Chapter 13 bankruptcy (also called" wage reimbursement plan "), the court a sequence, called the order for relief. Under the order of importance, and the Bankruptcy Code, the debtor is protected from" automatic stay. "The automatic stay of creditors to immediately stop their collection activities. If you are currently involved in foreclosure proceedings or been suspended, the process will be. If your home is a plannedForeclosure is the sale will be legally postponed while the bankruptcy is pending. However, the creditor can come to court and request that the automatic stay the bankruptcy judge to allow the foreclosure to lift the front. A bankruptcy lawyer, you can do about what is, to advise if necessary.

The effect of the declaration of bankruptcy of a foreclosure start

Foreclosures in Chapter 13 bankruptcy

In a Chapter 13 bankruptcy, entering the court for an order establishing a repayment schedule. The plan allowsBorrowers pay the arrears, including late payments over the entire length of a repayment plan, usually three to five years in some cases. The advantage of filing for Chapter 13 bankruptcy is that the homeowners to keep their home and get the mortgage current over time.

A Chapter 13 bankruptcy can help eliminate all the payments on the second or third mortgage. Unlike the first mortgage that is secured by the property and the property value isnot all actions, with whom the child is insured mortgages. In these circumstances, the court may "remove" the second and third mortgages and re-categorizing them as unsecured debt. Under Chapter 13 of the Bankruptcy Code, has priority last year and debt securities are often not reimbursed at all.

Foreclosures in Chapter 7 bankruptcy

If you do not have enough income to qualify for your failure of a repayment planmay be necessary to a complete liquidation under Chapter 7 petition. If you are unable to afford your mortgage payments, after the failure (for example, in the event of unemployment, death, divorce or long term), the debtor may transfer the property back to the lender. If you are filing for Chapter 7 bankruptcy discharge a discharge minimum of creditors, including the defect. In some cases it is possible to reaffirm a mortgage, but at the end ofthe case of bankruptcy the debtor must immediately on current arrears, including interest and expenses, otherwise the lender can start foreclosure proceedings, a new one.

The effect of the declaration of bankruptcy of a foreclosure start

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