Lillian, a sole practitioner in a small Midwest town who primarily deals with real estate and trust and estate matters, receives a call from Joe, a potential client seeking Lillian’s assistance in acquiring a medical office building in town and forming a limited liability company to acquire the asset. Lillian does not know how Joe received her name, but she is happy to assist. During the call, Joe says that the acquiring entity needs to be formed in Delaware and that the entity will in turn be owned by another limited liability company that Lillian will need to form in Nevada. Lillian inquires as to the ownership structure of each entity, but Joe says not to worry about that type of detail for the time being. Joe indicates that the Delaware entity will pay cash for the office building and that the funds will be wired to Lillian’s trust account from several off-shore accounts. Joe mentions the purchase price of the asset, which immediately strikes Lillian as excessive based on her general knowledge of market conditions in her town. Lillian questions Joe about the need for the type of complexity Joe envisions. Joe chuckles a bit and says he is married to the daughter of top foreign military leader and that he needs this level of complexity for tax and other reasons. Lillian proposes to meet Joe at her office to go over other details of the proposed transaction, but Joe says that he would prefer to handle matters over the phone and by e-mail.
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