Local Counsel Opinion Letters in Real Estate Finance Transactions: A Supplement To The Real Estate Finance Opinion Report Of 2012
Joint Drafting Committee comprised of William B. Dunn, (Reporter), Edward J. Levin, (Co-Editor), Sterling Scott Willis, (Co-Editor) and Edward N. Barad, Kenneth P. Ezell, Jr., Catherine T. Goldberg, Raymond S. Iwamoto, Kenneth M. Jacobson, Robert J. Krapf, Charles L. Menges, David L. Miller, Laurence G. Preble, Lydia C. Stefanowicz, Robert A. Thompson, and Lawrence J. Wolk
The Report on Local Counsel Opinion Letters in Real Estate Finance Transactions supplements the Real Estate Finance Opinion Report of 2012 (the 2012 Report), which provided an update on the practice of opinion givers and recipients in a real estate finance transaction from the perspective of sole transaction counsel. Local counsel typically are involved in discrete and often disconnected pieces of these transactions. However, the opinions expressed in a local counsel's opinion letter cover many of the same topics addressed by lead counsel as well as other topics. The Report builds on the foundation of the 2012 Report to explore the role of local counsel, specific language of opinions local counsel may render, modification of assumptions on which opinions are based, and appropriate limitations of opinions. The Report discusses and illustrates assumptions, opinion statements, and limitations that are included in an Illustrative Opinion Letter Addendum. The Report is the first that focuses exclusively on opinion letters of local counsel. The Report provides many citations for further reference. The Report represents the collaborative effort of bar members of many jurisdictions, as members of three national bar organizations.
Charitable Donations To Nonprofit Employers
Alyssa A. DiRusso & Bradley S. Foster
When employees of charitable organizations have made donations to their employer, they have traditionally done so in a manner that is inefficient for tax purposes. In the traditional structure, the employee receives salary or wages from the employer, which triggers payroll taxes to both employer and employee as well as income tax to the employee (at the federal and often state and local levels). The employee then reconveys money to the employer, sometimes generating an offsetting income tax charitable deduction, but never recovering either the employer or the employee share of payroll taxes. This Article explores two alternative planned giving strategies that mimic the impact of an income tax charitable deduction while avoiding the trigger of payroll taxes for employer and employee. The first strategy is Voluntary Salary Reduction, or VSR, where an employee chooses to take a lower salary intending that the charity keep the balance for its charitable mission. The second strategy is Deliberate Overfunding of Flexible Spending Accounts, or DOFSA, where an employee willingly succumbs to the "use-it-or-lose-it" provisions of a health care flexible spending account and allows the balance remaining in the account to revert to the charitable employer. Either strategy avoids triggering payroll taxes on the funds remaining with the charitable employer and allows the employee to reallocate funds that would otherwise be taxes paid to government to either the employer or the employee. The Article discusses the risks of the strategies and the income ranges of employees for which each strategy provides the maximum tax benefit.
Non-Charitable Purpose Trusts: Past, Present, And Future
Richard C. Ausness
This Article focuses on non-charitable purpose trusts and how they enable estate planners to better carry out their clients' objectives. Specifically, it explores the history of non-charitable purpose trusts and summarizes the differences between private trusts, charitable trusts, and non-charitable purpose trusts. This Article also examines the treatment of non-charitable purpose trusts in England and the United States prior to the promulgation of the Restatement of Trusts in 1935. This Article surveys the recent adoption of non-charitable purpose trust provisions in the Uniform Trust Code and various Restatements and gives advice on drafting the trust instruments. Lastly, this Article concludes with suggested revisions to the Uniform Trust Code.