Amazon HQ2 to Raleigh?! Could it be? Just Maybe.

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Since Amazon first announced, two months ago, that they would be seeking a site for their state-of-the art “co-headquarters”, applications from metropolitan areas have flooded the internet giant’s in box and speculation has run rampant.  And Raleigh may have a shot at landing this coveted contract.  The team at Sperling’s BestPlaces recent conducted what they’re calling a “super study” of the potential Amazon homes, studying Amazon’s key factors which included: a metro population of more than one million, a major airport, stable business climate, robust mass transit, highly educated labor pool, low cost of living, and a high quality of life.  As a result, the speculated leader for the contract: Atlanta.  But, do not lose hope.  Of the 64 highest ranking locations mentioned as a possible location for HQ2, Raleigh finished tenth.  While this continues to be speculation, industry researchers and pundits believe Raleigh, although not the leader, is in the running.  Stay tuned.

 

CAN WE SURCHARGE CREDIT CARD TRANSACTIONS?

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Premise: In the current economic environment, more and more entities and individuals are paying credit accounts with credit cards. For many merchants, this is acceptable as it reduces losses from returned checks and provides for more timely receipt of payment. However, such transactions also come with transaction fees the merchant pays to the credit card company. With tighter margins, many merchants are feeling those fees.

In 2013, a settlement between a group of merchants in the United States and the credit card companies answered once and for all the question of whether merchants could charge a fee to their customers to recover the transaction fees. The answer is “yes, but …”.

First, you need to review your agreement with your credit card provider to see if there are terms related to this issue contained in that contract.  Second, your credit card provider should have some form of a “merchants services” page on its website which will likely offer a Q&A addressing this issue. Many have a form you can download and complete to provide requisite notice of your intent to charge a surcharge – see www.visa.com/merchantsurcharging.

Generally, expect to be required to notify the card provider of your intent to levy a surcharge 30 days prior to beginning to enforce the charges. This is accomplished by the form referenced above. Surcharges apply only to credit card purchases; they may not be tacked onto debit or prepaid card purchases. The surcharge may not exceed your merchant discount rate with whichever card provider is at issue. You must disclose the surcharge to your customers by signage at the point of entry and the point of sale (in store or online) and on every receipt. In no event may the surcharge exceed 4%. And, while North Carolina, at this time, has no laws further complicating this issue, ten states od (none are contiguous to North Carolina.

The ultimate take-away from this article should be that the answer to the original question is “yes,” and it is up to you to determine if the amount recovered via a surcharge outweighs the potential costs related to customer relationships and administrative challenges in monitoring compliance.

LEGACIES

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A pebble dropped in a pond sends out ripples in all directions.  Do you ever think about the ripples you create as you move through life?  Last Friday night, a celebration was held honoring the 30th Anniversary of the U.S. Olympic Festival held in the Triangle (and beyond) in 1987.  The program included a flow chart tracking some of the legacies of that event.  If you attend an event at USA Baseball’s facilities in Cary, the Durham Bulls Athletic Park, PNC Arena, and Wake Med Soccer Park you can trace those facilities back to ripples from the Festival.  If you attend any of the host of Olympic Trials held in the area, you can thank connections from the Festival.  Even, if you enjoy the flowers along our state’s highways, that is a legacy of the Festival.

The Olympic Festival came to this area because a small group of visionaries thought that pooling the resources of a region made sense and that this area could and would support something larger than had ever been tried.  That small group inspired many others to dream big and reach out for large prizes.

As we enjoy the International Bluegrass Music Association’s annual visit and Wide Open Bluegrass this weekend, remember that a small group of dreamers can send out very large ripples to the benefit of us all.  Hannah Sheridan Loughridge & Cochran is proud that our partner, Chad Cochran, has been an active volunteer with IBMA since it arrived in town – and he plays some bluegrass himself!  Get out and enjoy the arts this weekend and think about how you can contribute, what will be your legacy?

North Carolina Tops South Carolina, Lands Sawmill Facility

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Marshville-based Edwards Wood Products recently announced that it has selected Scotland County, North Carolina as the location for a new sawmill facility.  Initially, Edwards Wood Products will be investing 30 million dollars over 3 years to open the facility, creating 46 new jobs along with it.  Phase 2 contemplates an additional 20-million-dollar investment, along with an additional 45 new jobs.  North Carolina’s stiffest competition for the plant’s location is said to have been Manning, South Carolina.  However, concerted efforts by multiple agencies and officials were sufficient to keep the plant at home in North Carolina.

Limited Liability – The Most Important Aspect of a Business Entity

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We regularly form and restructure legal entities for our clients (LLC, S-Corp’s, etc.).  We advise our clients that a properly formed business provides a shield of protection from the business owner’s personal assets.  While researching this important concept, we found an Economist Magazine article from 1999 that still provides pertinent information today.  We hope you find it interesting.  The article contains the below limited liability history and then explains the impact of limited liability on national and international financial markets:

Shares were first issued in the 16th century, by Europe’s new joint-stock companies, led by the Muscovy Company, set up in London in 1553 to trade with Russia. (Bonds, from the French government, made their debut in 1555.) Equity’spopularity waxed and waned over the next 300 years or so, soaring with the South Sea and Mississippi bubbles, then slumping, after both burst in 1720. But share-owning was mainly a gamble for the wealthy few, though by the early 19th century in London, Amsterdam and New York trading had moved from the coffee houses into specialised exchanges. Yet the key to the future was already there. In 1811, from America, came the first limited-liability law.

Full Article:  http://www.economist.com/node/347323

 

OF CATS AND CLIENTS: SOCIAL MEDIA & THE WORK WORLD

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Many of our clients know that I (Nan) have a new cat which has in many ways rocked my neat and orderly little world.  The cat provides a new window into the world and relationships.  For example, over the years, clients become friends both literally and in the social media sense.  Therefore, it is not uncommon these days for a client to call for legal services, but open the conversation with “how is Sasha?”  

If you think about the business world in years gone by, there were boundaries and a sense of formality that often separated groups.  Now, in many senses, those formalities are taking a step back – ex. this blog article.  Hopefully, professionalism remains as lawyers, being one example, wear suits a bit less often, write in a more accessible style, and improve their communication with clients.  My father became friends with most of his clients and I hope to continue to foster such relationships with mine. But, I hope that the clients do not feel that the waning formality in any way takes away from my professionalism or my efficacy as a lawyer.  Those qualities are hallmarks of what the lawyers of Hannah Sheridan Loughridge strive to provide for our clients.  The cat simply provides comic relief on a regular basis.

 

 

 

BANKRUPTCY RECOVERY OPTION

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Have you ever heard of section 503(b)(9) of the United States Bankruptcy Code?  It was an addition as part of the 2005 overhaul/update to that Code.  As too often happens with legislation, it appears to be a good idea which was incompletely drafted.  However, for material suppliers, it is worth knowing about and keeping in your back pocket.  So, what is it?

In instances where a bankruptcy debtor went out in the week or two before filing and used credit to fill out its inventory ahead of a Chapter 11, 503(b)(9) provides a claim for the creditor to recover the value of those goods.  The problem can be found simply by reading the entirety of 503(b)(9): [After notice and a hearing, there shall be allowed administrative expenses, …, including] – “the value of any goods received by the debtor within 20 days before the date of commencement of a case under this title (chapter 11) in which the goods have been sold to the debtor in the ordinary course of such debtor’s business.”

That is it – the drafters provided no real guidance as to what they were thinking in terms of what constitutes “goods,” or when these claims should be paid, or how such claims interact with preference issues.  Bankruptcy and appellate courts across the country have faced a myriad of claims since enactment in 2005, but clarity has not yet resulted.  It appears “goods” are most likely items falling under the UCC definition for that term.  Some courts have allowed immediate payment of this type of administrative claim while others have held off in case there was a setoff question related to a potential preference claim.  

Since priority for an administrative claim falls between secured and general unsecured, giving notice of a 503(b)(9) claim and going through the hearing process has value if the claim is large enough (dollar value).  The key is the timing.  There seems some consensus that this provision might be a safety net for those who fall victim to the tight timelines of a reclamation claim.  Theoretically, it might be considered that the claim is valid if submitted anytime within the claims period, however, be mindful that it requires notice and a hearing, not the mere filing of a proof of claim.

If you have a customer come in and buy out the store only to file bankruptcy shortly thereafter, remember this provision and seek counsel as to whether you have a claim to be made and then strategically, whether it is advisable to assert that claim.

Tech Jobs & Pay Continue to Surge in North Carolina

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Tech Jobs & Pay Continue to Surge in North Carolina

                According to CBRE Group, Inc., one of the world’s largest real estate investment managers, tech employment in Charlotte and the Triangle markets continue to grow at an impressive rate.  Charlotte has purportedly added nearly 22,000 tech jobs between 2011 and 2016, which represents a 77% increase.  Meanwhile, Raleigh-Durham remains a bigger tech market, having added almost 62,000 tech workers in the same time-period, representing growth of 51%.

Correspondingly, Indeed Hiring Research shows Raleigh-Cary as one of the top 8 metropolitan areas for tech jobs posting that pay over $100,000.00.  Indeed Hiring Research also finds Raleigh-Cary as the “No. 11 ‘tech hub’ in the U.S. as one of the ‘closet cousins to Silicon Valley’”.  For 2017, Raleigh has edged out San Francisco-Oakland for the 5th highest percentage of tech job openings.

Governor Cooper Signs New Business Contract Law Implementing Updated Choice of Law and Forum Selection Clause Standards

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Business contracts often include choice of law and forum selection clauses which many consider boilerplate.  If the contract breaks down and litigation begins, these terms become very important in determining where the lawsuit will be tried and which state’s laws will apply.

The Business Law Section of the North Carolina Bar Association issued a thorough report discussing the need to update North Carolina’s outdated choice of law and forum selection standards: https://www.ncbar.org/media/740084/business-law-choice-of-law-and-forum-revised-proposal.pdf

Fair Debt Collection Practices Act: Time for an Amendment?

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The Supreme Court of the United States (SCOTUS), in a unanimous opinion which was also the first opinion authored by the newest judge on the Court – Justice Neil M. Gorsuch, upheld lower courts’ decisions that certain businesses are not governed by the Fair Debt Collection Practices Act.  What does this mean?

In Henson v. Santander Consumer USA, the Court addressed situations in which a company buys debt at steeply discounted prices then works to collect from the debtor. It is not an unusual business model.  Over the past decade, companies like Santander which originally existed to assist a specific company or industry in traditional debt collection recognized an opportunity.  Many creditors are willing to package either past due accounts or judgments, which they deem uncollectable or not worth the cost of collection, and sell them to a third party.  That third party then becomes the actual creditor.

The position of a company like Santander matters because of the language of the Fair Debt Collection Practices Act (FDCPA) which was originally passed in 1977.  The collection model in existence at that time and to a large extent still in operation today involves a collection agency being retained by a creditor to undertake collection activities on behalf of the creditor.  Consumers got tired of the harassing phone calls at home, at work and at all hours, so Congress enacted the FDCPA to rein in such practices.  SCOTUS in its opinion determined that the FDCPA was not designed to deal with businesses or individuals collecting their own debt and declined the opportunity to use the powers of the court in a manner which would amend legislation.  In the opinion, the Court indicated that if Congress determines that new legislation or an amendment to existing legislation is necessary, then it can act.

For now, the take-away may well be to expect a proliferation of businesses like Santander.  If the model is lucrative enough and unrestrained, it seems a likely outcome.  And, that may well mean that there will be new legislation proposed in Congress, so stay tuned.

 

 

 

 

Changes Coming to Credit

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Changes Coming to Credit Reporting

                Beginning July 1, 2017, TransUnion, Equifax, and Experian plan to stop collecting and reporting information related to civil judgments and tax lien information.  The change, which will affect millions of American consumers and their credit scores, is said to be in response to a 2016 settlement with 31 state attorney generals over alleged problems with credit reporting accuracy and the correction of errors on credit reports.  Once civil judgments and tax liens are removed, lenders and credit analysists will have a less complete picture on the credit-worthiness of applicants.  According to LexisNexis Risk Solutions, individuals with civil judgments and tax liens are “5.5 times more likely to end up in serious default or foreclosure compared with borrowers who don’t’ have such items in their files.”  Without this important information, lenders must be more diligent in researching potential borrowers and should consider seeking supplemental information outside the three national credit bureaus when vetting borrowers.

PIPELINE AND LIENS: AN INTERESTING COMBINATION

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Politics and economics create interesting conundrums – this is not a news flash.  The Triangle Business Journal points this out in an article on the new Atlantic Coast Pipeline which is about to wind its way north to south across eastern North Carolina.  From the construction industry perspective (and without getting into either the politics or the economics), beware of this project.  As with anything that is long and underground, making certain you get paid for your work is difficult.  This is a private project so there may be a payment bond, but one is not required by law.  There may be “dirt” lien rights, but factoring those parcel by parcel will be nearly impossible.  So, a lien upon funds is the only relatively certain protection for subcontractors and suppliers.  Still, this project will provide a boon for the construction industry or at least those parts of that industry that install pipe.  Read the article here:  http://www.bizjournals.com/triangle/news/2017/05/05/atlantic-coast-pipeline-in-n-boon-for-some-burden.html

THINKING ABOUT STARTING A BUSINESS

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THINKING ABOUT STARTING A BUSINESS

As a law firm which works with start-ups, we are excited to hear that the Triangle area of North

Carolina continues to be a leader on so many “best of” lists. Today, WRAL Tech Wire reports

that Durham in No. 6 and Raleigh No. 12 on the list of best places to start a new business. If

you know an entrepreneur who is thinking about starting a business or forming a corporate

entity, reach out to the lawyers at Hannah Sheridan Loughridge and Cochran for assistance in

launching on the correct foot. For more information on today’s report, go to:

http://wraltechwire.com/durham-no- 3-ral- no-12- as-best- place-to- start-a- new-business-

/16675212/

Evaluating Employee Productivity in the Age of Millennials

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Who is worth more to your business?

A)  Employee who sits at his/her desk for 8 hours per day and generates $800 in profit per day.
B) Employee who works 4 hours per day at the office, the rest at home, and generates $900 in profit per day.
C) Employee who rarely comes to the office, works almost entirely at home, and generates $1000 in profit per day.
Managers who strictly favor the traditional office model would select option A, emphasizing the benefits of office morale, longevity, etc.  On the other hand, millennial managers reject the notion that productivity is measured by time at your desk and would lean toward option C.  Millennials stress efficiency over time spent.  Efficiency is measured by a company’s metrics.
Is your business considering a move toward workplace flexibility?  If so, what are the state of your business’ metrics to evaluate productivity?  What are the repercussions for a remote employee who does not meet their metrics?
If you or your business are considering these types of changes, we hope you find this article helpful: https://www.fastcompany.com/3052617/this-how-millennials-will-change-management.
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