FinleyLawyer

FinleyLawyer
Business, Divorce & Injury Lawyer

Friday, September 28, 2012

Drunk Driving Accidents

As of September 6, 2011, the following information on Fatalities in Crashes Involving DUI (Alcohol) 2010 was collected by the Texas Department of Transportation from Texas Peace Officer’s Crash Reports (CR-3):
  • 88 fatalities of “Pedestrians and Pedalcyclists”  in accidents involving drunk drivers
  • 194 fatalities of “Passengers in Vehicles Driven by DUI Drivers” in accidents involving drunk drivers
  • 639 fatalities of “DUI Drivers” in accidents involving drunk drivers
  • 8 fatalities of “Others” in accidents involving drunk drivers
  • 146 fatalities of “Persons in Vehicles Not Driven by DUI Drivers” in accidents involving drunk drivers
If you or a member of your family has been injured by a drunk driver, you have a right to be upset. No person has a right to put the safety of others at risk by driving while intoxicated –DWI-DUI or injuring another person by causing an accident while driving drunk.  Dallas Injury attorney Thomas P. Finley is committed to holding drunk drivers responsible for accidents caused by their negligence for driving while intoxicated –DWI - DUI.  To discuss your injury claim with me concerning a drunk driving accident CONTACT my law office in Dallas.

Faces of Drunk Driving

Faces of Drunk Driving

Friday, July 27, 2012

Forming a Texas LLC

Texas LLC - Limited Liability Company: A Texas limited liability company is created by filing a certificate of formation with the Texas Secretary of State.   See Texas Business Organizations Code 3.005.

The limited liability company (LLC) is not a partnership or a corporation but rather is a distinct type of entity that has the powers of both a corporation and a partnership.


The owners of an LLC are called “members.” A member can be an individual, partnership, corporation, trust, and any other legal or commercial entity. Generally, the liability of the members is limited to their investment and they may enjoy the pass-through tax treatment afforded to partners in a partnership. As a result of federal tax classification rules, an LLC can achieve both structural flexibility and favorable tax treatment. Nevertheless, persons contemplating forming an LLC are well advised to consult competent legal counsel and tax advisor.

A limited liability company can be managed by managers or by its members. The management structure must be stated in the certificate of formation. Management structure is a determination that is made by the LLC and its members.

Forming a Texas LLC - General Checklist Questions for formation:
1.            Will the company be governed by its Members or its Managers?
2.            What is the proposed name for the LLC?  It is best to provide your preferred name and two 
                alternatives.  Limited Liability Company LLC names must include the words “limited liability  
                company” or “limited company” or an abbreviation such as “LLC”.
3.            What is the purpose of the LLC?  Most LLCs that I assist in formation are formed for “any lawful                 purpose”.
4.            Who will be the Registered Agent for the LLC and what will be the registered office street   
                address for the LLC?
5.            Who are the initial Managers or Members of the LLC and what are their complete addresses?
6.            Are there any special clauses that need to be added to the Certificate of Formation?
7.            Will the LLC need corporate books and/or Membership interest certifcates?
8.            When will be the Organizational Meeting for the LLC?
9.            Who will be the Organizational Meeting chair person?
10.          Will the LLC have officers such as President, Vice-President, Secretary, Treasurer?
11.          What are the units of membership interest (ownership) issued to each of the initial Members?
12.          Does the LLC have a banking resolution?
13.          How will the members vote on future issues arising with the LLC?

Contact Business Formation Lawyer – Business Formation Attorney Thomas P. Finley, Jr. to request a consultation for forming your Limited Liability Company LLC. 







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Wednesday, May 16, 2012

Accidents, Injury, Distracted Driver

Distracted Driving Accident Attorney

Thomas P. Finley, Jr. can represent you or a member of your family who has been injured by a distracted driver.

The U.S. Department of Transportation National Highway Traffic Safety Administration (NHTSA) published the Traffic Safety Facts Research Note dated September 2010.  The following are some of the key facts and statistics from the Research Noted titled “Highlights” for Distracted Driving 2009:

·         In 2009, 5,474 people were killed on U.S. roadways and an estimated additional 448,000 were injured in motor vehicle crashes that were reported to have involved dis­tracted driving (FARS and GES).

·         Of those people killed in distracted-driving-related crashes, 995 involved reports of a cell phone as a distrac­tion (18% of fatalities in distraction-related crashes).

·         Of those injured in distracted-driving-related crashes, 24,000 involved reports of a cell phone as a distraction (5% of injured people in distraction-related crashes).

·         Sixteen percent (16%) of fatal crashes in 2009 involved reports of distracted driving.

·         Twenty percent (20%) of injury crashes in 2009 involved reports of distracted driving.

If you or a member of your family has been injured by a distracted driver, you have a right to be upset. No person has a right to put the safety of others at risk by distracted driving.   Accident attorney Thomas P. Finley is committed to holding distracted drivers responsible for their negligence.  To discuss your injury claim with me concerning a distracted driving accident CONTACT my law office in Dallas.

Sunday, April 22, 2012

Purchase and Sale Agreements, Buy and Sell Business - Thomas P. Finley- Attorney

Purchase and Sale Agreements, Buy and Sell Business - Thomas P. Finley- Attorney

Buying or selling a business can be extremely complex and can deal with a large variety of issues.  The complexity of the sale or purchase of a business will depend on the legal status of the business and the condition of the seller and buyer in addition to issues and agreements as to how the purchase or sale is structured.   The parties to a purchase and sale agreement might have special considerations such as covenants not to compete, employment contracts, intangible property rights, retirement plans, and indemnification provisions that are needed to name a few.  Dallas business contract lawyer Thomas P. Finley will draft an agreement for the purchase and sale of a business with the information provided by the client based upon terms previously agreed upon by the buyer and seller.  Contact me for a consultation.
 
The following is a brief summary and general overview of some of the considerations in the purchase and sale of a corporation.   
 
Purchase and Sale of a Corporation
When a company is incorporated, a sale or purchase an incorporated business may be achieved either by selling or buying the corporations assets or by selling or buying the stock owned by individual shareholders.   The purchaser or buyer of a corporation may be one or more individuals, a partnership, another corporation, or some other business entity.   When considering the purchase or sale of a corporation, certain corporate approvals and possibly government approvals may be required when another corporation is the purchaser or buyer.   Close corporations usually have a shareholders agreement that may have restrictions on the purchase or sale and stock certificates with restrictions.  Subchapter S corporations have certain restrictions under provisions of the Internal Revenue Code.  In addition, the sale of a corporation may trigger rights under related agreements of the corporation.

The purchase and sale of a corporation can be achieved by the purchase and sale of the stock of the corporation or the purchase and sale of the assets of the corporation.   Purchase and Sale of Shares of stock.  When buying or selling the shares of stock, all or part of the corporation’s shares might be sold.  A sale of all the corporation’s shares of stock at the same time to the same purchaser or purchasers constitutes a sale of the business.  The buyer or buyers become the owner(s) of all the corporations assets and usually assume known as well as unknown liabilities of the business.   Purchase and Sale of Assets.  When buying or selling the assets of the corporation, the shareholders of the corporation may agree to sell some or all of the assets of the business and not their stock.  If substantially all of the assets of the corporation are sold to a purchaser and the sale is not in the usual and regular course of business the sale requires approval of the board of directors and a minimum of two-thirds vote of the shareholders of the business, unless provided otherwise in the certificate of formation, in accordance with  Tex. Bus. Orgs. Code 21.457.   Additionally, minority  shareholders may have the right to dissent to the sale and to force the selling corporation to value their shares and purchase them at the established value in accordance with Tex. Bus. Orgs. Code 10.354.   A sale of a corporation’s assets generally subjects the purchaser to the corporations liabilities only if the purchaser specifically assumes the liabilities or as provided by statute Tex. Bus. Orgs. Code 10.254(b).

Monday, April 16, 2012

General Overview of a Limited Partnerships - LP - Lawyer Thomas P Finley

Limited Partnership Formation, Forming, Form, Limited Partnerships- Lawyer Thomas P Finley

Definition and General Overview of a Limited Partnership – LP – Ltd.
A Texas limited partnership consists of one or more general partners and one or more limited partners. The general partner or general partners will have control of the day to day operational and control of the limited partnership and any other matters allowed the general partner as set forth in the Limited Partnership Agreement.  Although the limited partnership agreement is not filed for public record, the limited partnership must file a certificate of formation with the Texas Secretary of State. Pursuant to Section 402.001 of the Texas Business Organizations Code (TBOC), the TBOC governs the formation of all new domestic limited partnerships as of January 1, 2006.

A Texas limited partnership is an entity formally created under Texas law where the limited partners can receive liability protection. The limited partners can only receive liability protection by filing a Certificate of Formation of Limited Partnership with the State of Texas pursuant to Section 3.001 of the TBOC.   It is recommended that all limited partnerships have a limited partnership agreement. Limited partnership agreements are drafted to clearly define the rights and responsibilities of the general partner in addition to the matters upon which the limited partners will have control or a vote regarding the operations of the limited partnership.  Active management of the limited partnership is the responsibility of the general partner and limited partners should not participate in active management of the partnership.  A general partner in a limited partnership has the same liability as a partner in the ordinary partnership but a limited partner, as the term indicates, may not be liable to third parties beyond the amount of his or her stake in the limited partnership unless he or she exercises substantially the same powers as those of a general partner by participating in the management and control of the partnership. This makes the purchase of a limited partnership attractive for an individual looking to invest in a business without either participating actively in management or risking liability beyond the initial investment.   However, a limited partner but can be employed by the partnership. In consideration of the non-participatory financial capitalization of the limited partners the general partner accepts liability and responsibility for the partnership.  As a general rule, it is advisable that the general partner be a corporation, limited liability company (LLC), or another limited partnership because the general partner is ultimately liable for all the debts and obligations of the limited partnership. Limited partners invest in the limited partnership without risk of liability beyond their initial contribution as set forth in the limited partnership agreement.  Contact Business Lawyer Thomas P. Finley for assistance in forming your Limited Partnership. 

Limited Partnership Formation, Forming, Form, Limited Partnerships- Lawyer Thomas P Finley

Limited Partnership Formation, Forming, Form, Limited Partnerships- Lawyer Thomas P Finley