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Matrimonial Trial Institute III

Friday, June 7, 2013

- Location -
New York State Nurses Association
11 Cornell Road
Latham, NY 12110
(518) 782-9400

Description

Closely Held Businesses, Licenses and Professional Practices

Part Three of our “Trial Academy for Matrimonial Lawyers” series - The most ambitious CLE series ever undertaken by the Association’s Family Law Section!

Co-sponsored by the Family Law Section and the Committee on Continuing Legal Education of the New York State Bar Association

6.5 Total Credits: 2.5 Skills, 4.0 Areas of Professional Practice for all attorneys

Live Webcast Option Available for this Albany session
Newly admitted attorneys (less than 24 months) must attend the
program in-person to receive NY MCLE credit.

Part Three in our series on Matrimonial Trial Techniques and Strategies will cover Closely Held Businesses, Licenses and Professional Practices

The speakers will focus on:

- Date of Valuation;

- Valuation of Closely Held-Businesses;

- Licenses and Enhanced Earning Capacity;

- Valuation of Professional Practices.

In the context of these areas, the experienced matrimonial lawyers on the faculty will cover the latest important case law, applicable statutory law and special court rules you need to know to successfully advance your case at trial. Furthermore, and of special importance, the presentations will address the practical application in preparing for and conducting a trial and specifically, the trial skills that may be involved with the issue at hand.

The program also features the useful review of the latest cases and trends in matrimonial law.

Program Agenda

8:30-9:00 a.m.
REGISTRATION (outside meeting room)

9:00-9:50
I. RECENT DECISIONS, DEVELOPING TRENDS AND NEW LEGISLATION

CLOSELY HELD BUSINESSES, LICENSES AND PROFESSIONAL PRACTICES

9:50-10:40
II. DATE OF VALUATION
       A. General Rule
              1. DRL §236(B)(4)(b)
              2. Active/Passive Distinction (Heine
       B. Date of Commencement Valuation
              1. Active Control Factor
              2. Closest Date Information Available
              3. Pre-Commencement Valuation Not Permitted
              4. Classification of Post-Separation Assets
              5. Transmuted Assets
              6. Discontinued Action
       C. Date of Trial Valuation
       D. Consideration of Post-Valuation Date Events
       E. Date of Sale
       F. Court’s Discretion (Note: Third Department Position – DOC unless “patently inequitable”)

10:40-10:55
COFFEE BREAK

10:55-12:35 p.m.
III. VALUATION OF CLOSELY HELD BUSINESSES
       A. Value Defined
              1. Fair Market Value
              2. Other values – Value to the Holder, etc.
       B. Revenue Ruling 59-60
              1. Generally (Note Kaye, 102 A.D.2d 682 (2nd Dept., 1984)
              2. Factors
                       a. The Nature of the Business and the History of the Enterprise From Its Inception
                       b. The Economic Outlook in General and the Condition and Outlook of the Specific Industry in Particular
                       c. The Book of Value of the Stock and the Financial Condition of the Business
                       d. The Earning Capacity of the Company
                       e. Dividend Paying Capacity
                       f. Whether or Not the Enterprise Has Goodwill
                       g. Sales of the Stock and the Size of the Block of Stock to Be Valued
                       h. The Market Price of Corporations Engaged in the Same or Similar Line of Business Having Their Stocks Actively Traded in a Free and Open Market, Either on an Exchange or Over the Counter
       C. Discount for Lack of Marketability
       D. Restrictive Agreements
              1. A Factor in Valuation
              2. Total Basis of Value
       E. Business in Bankruptcy

12:35-1:45
LUNCH (on your own)

1:45-3:00
IV. LICENSES AND ENHANCED EARNING CAPACITY
       A. The Beginning - O’Brien (66 NY2d 576, 498 NYS2d 743)
              1. Value to the Holder Theory
       B. Methodology
              1. Baseline Earnings vs. Topline Earnings
              2. Actual Earnings vs. Statistical Earnings
              3. Capitalization of Differential
       C. O’Brien Extended
              1. Degrees
              2. Other
       D. Limitations
              1. Hougie (261 AD2d 134 [1st Dept., 1991]) vs. Spence (287 AD2d 447 [2nd Dept., 2001])
              2. Other Cases to Consider
       E. Abandoned Careers and Incomplete Courses of Study
       F. Merger Doctrine Abolished
       G. “Double Dipping”
              1. Maintenance
              2. Child Support
       H. Distribution Percentages – A Survey (Limited Discussion)
        I. Legislative Change – The Matrimonial Commission

3:00-3:15
COFFEE/SOFT DRINK BREAK

3:15-4:05
V. VALUATION OF PROFESSIONAL PRACTICES
       A. Factors
              1. Partner’s Capital
              2. Work in Progress
              3. Accounts Receivable
              4. Tangible Assets
              5. Goodwill
       B. Method of Valuation
              1. Capitalization of Excess Earnings
              2. Arm’s Length Transaction
              3. Restrictive Agreement

4:05 p.m.
ADJOURNMENT

Program Faculty

Louis J. Cercone, Jr., CPA/ABV, ASA, CVA, CFF
Brisbane Consulting Group, LLC
Buffalo

Charles P. Inclima, Esq.
Inclima Law Firm, PLLC
Rochester

Eric A. Tepper, Esq.
Gordon, Tepper & DeCoursey, LLP
Glenville

Bruce J. Wagner, Esq.
McNamee, Lochner, Titus & Williams, P.C
Albany

Jenifer M. Wharton, Esq.
Gordon, Tepper & DeCoursey, LLP
Glenville

Program Planning Committee (in alphabetical order)

Joan Casilio Adams, Esq.
J. Adams & Associates, PLLC
Williamsville
(Family Law Section CLE Committee Co-Chair)

Rosalia Baiamonte, Esq.
Gassman Baiamonte Betts, PC
Garden City

Henry S. Berman, Esq.
Berman Frucco Gouz Mitchel & Schub p.c.
White Plains
(Family Law Section CLE Committee Co-Chair)

Martin T. Johnson, Esq.
Johnson & Cohen, LLP
Pearl River
(Family Law Section CLE Committee Co-Chair)

Peter R. Stambleck, Esq.
Aronson Mayefsky & Sloan, LLP
New York City

Bruce J. Wagner, Esq.
McNamee, Lochner, Titus & Williams, P.C.
Albany
(Family Law Section CLE Committee Co-Chair)

ELECTRONIC COURSE MATERIALS (ECM)

COURSE MATERIALS FOR NYSBA CLE PROGRAMS ARE NOW DISTRIBUTED ELECTRONICALLY!

All program materials are distributed exclusively online in searchable PDF format, allowing attendees more flexibility in storing this information and allowing you to copy and paste relevant portions of the materials for specific use in your practice. A CLE NotePad © (paper) will be provided to all attendees at the live program site. The CLE NotePad © includes lined pages for taking notes on each topic, as well as any PowerPoint presentations submitted prior to printing.

Prior to a scheduled program date, all registrants will receive an email message containing a hyperlink that when clicked will provide you with access to the complete course materials in a searchable PDF format which can be downloaded to your computer using the “Save As” option under your “File” tab. Printing the complete materials is not required for attending the program. Online materials are updated periodically to reflect last minute submissions from program faculty, guaranteeing that you will always have the latest version of the materials.

Traditional printed course books may be ordered at the program site for a discounted price and will be shipped subsequent to the program date.

Directions

From the South/West Take Thruway to Exit 24 - Northway (I-87) Take the Northway (I-87 North) to Exit 6 Make left on to Rt. 7 (Troy-Schenectady Road) Follow approximately 2-3 miles, until you see Wendy's on your left Turn left at Wendy's onto British-American Blvd. Follow for ¼ mile to Cornell Road Make a Right onto Cornell NYS Nurses Association is 3rd driveway on right, before the cul-de-sac From the North Take the Northway (I-87) to Exit 6 Turn right onto Rt. 7 (Troy-Schenectady Road) Follow approximately 2-3 miles, until you see Wendy's on your left Turn left at Wendy's British-American Blvd. Follow for ¼ mile to Cornell Road Make a Right onto Cornell NYS Nurses Association is 3rd driveway on right, before the cul-de-sac From the East 1-90 to the end - follow signs to I-87 North Take Exit 6 Turn left onto Rt. 7 (Troy-Schenectady Road) Follow approximately 2-3 miles, until you see Wendy's on your left Turn left at Wendy's British-American Blvd. Follow for ¼ mile to Cornell Road Make a Right onto Cornell NYS Nurses Association is 3rd driveway on right, before the cul-de-sac PARKING IS NOT PERMITTED ON CORNELL ROAD, GRASSY AREAS OR IN EMERGENCY ZONES IN FRONT OF THE BUILDING.

The last day to pre-register online is June 6, 2013. Register online now

Members, please login to get member discounts.

Pricing Information for Member

	Thru May 28	After May 28
Seminar

ALB-Registration	$150.00	$165.00
Webcast Registration	$150.00	$165.00

Pricing Information for Non Member

	Thru May 28	After May 28
Seminar

ALB-Registration	$250.00	$265.00
Webcast Registration	$250.00	$265.00

Pricing Information for Student Member

	Thru May 28	After May 28
Seminar

ALB-Registration	$45.00	$60.00
Webcast Registration	$45.00	$60.00

Accommodations for Persons with Disabilities:
NYSBA welcomes participation by individuals with disabilities. NYSBA is committed to complying with all applicable laws that prohibit discrimination against individuals on the basis of disability in the full and equal enjoyment of its goods, services, programs, activities, facilities, privileges, advantages, or accommodations. To request auxiliary aids or services or if you have any questions regarding accessibility, please contact Cindy O'Brien at 800-582-2452 or cobrien@nysba.org.