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Practice Areas

Closely Held Businesses
Mr. Nash has specialized for 30 years representing entrepreneurs with determining which form of business entity (corporations, partnerships and LLC’s) is optimum, for business, tax and liability purposes, in which to form, finance and conduct business. The firm assists business owners with business financing, including common and preferred stock private placement offerings and asset-based lending; mergers, acquisitions and other dispositions of businesses; technology licensing; distribution channel consulting and documentation (agreements with distributors, VARs, dealers, representatives, OEMs); real estate acquisition, financing and development; operational issues such as contract drafting and negotiation and employee matters.

Nonprofit organizations and Private Foundations

The Law Offices of Paul S. Nash represents a wide variety of nonprofit organizations throughout the country, including charities, churches, and other religious ministries, associations, and universities. Our nonprofit clients range in scope from small start-up organizations and local churches to nationally-known charities and multi-national NGO’s.

We serve a diversity of organizations with missions that impact people in local communities and the world, including:

  •     International NGO’s providing food, water, shelter, and medical care to needy persons around the world
  •     Organizations promoting youth development and educational progress
  •     Shelters for homeless individuals

Through our nonprofit legal expertise, we help to improve the best practices and expand the capacities of such organizations so they can better fulfill their missions.

We advise our nonprofit clients on numerous issues including:

  •     Incorporation
  •     Tax-exemption applications
  •     Legal audits
  •     Charitable solicitation registration
  •     State and local tax matters
  •     Charitable gifts and fundraising
  •     Unrelated Business Income Tax (UBIT)
  •     Board governance
  •     Employment
  •     Dispute resolution
  •     First Amendment and Constitutional issues
  •     Local and international affiliation
  •     For-profit subsidiaries
  •     Investment and endowment policies
  •     Lobbying and political activity
  •     Private benefit and intermediate sanctions
  •     Reasonable Compensation

Our nonprofit law attorneys are leaders in the areas of preventative law, legal audits, and diagnostic tools for nonprofit and tax-exempt organizations. Our “Legal Audit Questionnaire” and other preventative legal services have helped numerous CEO’s and board management teams diagnose and reduce legal risks in all areas of their operation and organization.

Estate Planning
Including trusts, wills, irrevocable trusts, charitable giving, family wealth transfer planning involving estate tax avoidance, asset-protection planning, and family business succession planning and transfers; sophisticated charitable giving (CRT’s and other techniques); conservatorships for the elderly who cannot handle their own affairs; elder law and MediCal counseling.

Bankruptcy
Specializes in representing individuals in Chapter 7 liquidation, including pre-petition planning to preserve assets in legal and ethical ways permitted by the Bankruptcy Code, as well as Chapter 13 wage earner plan bankruptcy filings.

Also specializes in corporate insolvency, commercial litigation, bankruptcy-related asset acquisitions or sales, business reorganizations in bankruptcy (small to mid-size companies), representing debtors, creditors, landlords or potential acquirers of assets in bankruptcy proceedings.

Mr. Nash represents creditors in collection matters in Chapter 7 and Chapter 11 cases; and represents companies in Chapter 7 liquidation or Chapter 11 reorganization matters. Mr. Nash also assists companies in Chapter 11 proceedings to reorganize (restructure debt facilities with existing creditors, or negotiating for and obtaining new financing (equity investments) or credit facilities), and/or with the sale of assets to third parties free and clear of liens and encumbrances.

Mortgages
Important Mortgage Debt Forgiveness Information for California Residents. California does not conform to the recently enacted federal Mortgage Forgiveness Debt Relief Act of 2007 that allows taxpayers to exclude the discharge of qualified principal residence indebtedness from income. For federal purposes, this applies to discharges occurring on or after January 1, 2007 and before January 1, 2010. There is pending California legislation, Assembly Bill 1918, as introduced, which would provide full conformity to Section 2 of the Mortgage Forgiveness Debt Relief Act of 2007 and Senate Bill 1055, as introduced, which would provide modified conformity to Section 2 of the Mortgage Forgiveness Debt Relief Act of 2007.

Taxpayers affected by mortgage debt forgiveness may want to monitor the status of AB 1918 and SB1055 and delay filing if possible until after a decision is made on either of these bills. To monitor the progress of either bill go to leginfo.ca.gov/bilinfo/. To review Franchise Tax Board’s analysis of SB 1055 go to ftb.ca.gov/law/legis/07_08bills/SB1055_010708.pdf. An analysis of AB 1918 is not available at this time. We will provide a link to this bill when it is available.

Under current law, any amount excluded under the federal legislation will need to be included in California taxable income and reported as an adjustment on Schedule CA (540 or 540NR) line 21f, column C.

If a bill is enacted that applies for 2007, affected taxpayers that have already filed and included discharge of principal residence indebtedness as income for California purposes will need to file an amended return and use Schedule CA (540 or 540NR) line 21f, column B to make adjustments to appropriately exclude all or a portion of it.

We will provide further information on this website regarding any amended or enacted California legislation affecting the treatment of mortgage debt forgiveness.