After an extensive vetting process and survey of his peers, Martindale-Hubbell awarded Samir Dahman, founding attorney of Dahman Law, an AV® Preeminent™ rating from his peers for his “very high legal ability and very high ethical standards.”  Such a rating “is a significant rating accomplishment – a testament to the fact that a lawyer’s peers rank him or her at the highest level of professional excellence.”

Martindale-Hubbell® Peer Review Ratings™ reflect a combination of achieving a Very High General Ethical Standards rating and a Legal Ability numerical rating.  A threshold number of responses are required to achieve a rating.

The General Ethical Standards rating denotes adherence to professional standards of conduct and ethics, reliability, diligence and other criteria relevant to the discharge of professional responsibilities.  Those lawyers who meet the “Very High” criteria of General Ethical Standards can proceed to the next step in the ratings process – Legal Ability.

Legal Ability ratings are based on performance in five key areas:

• Legal Knowledge – Lawyer’s familiarity with the laws governing his/her specific area of practice(s)
• Analytical Capabilities – Lawyer’s creativity in analyzing legal issues and applying technical knowledge
• Judgment – Lawyer’s demonstration of the salient factors that drive the outcome of a given case or issue.
• Communication Ability – Lawyer’s capability to communicate persuasively and credibly
• Legal Experience – Lawyer’s degree of experience in his/her specific area of practice(s)

The AV® Preeminent™ rating is the highest rating based on those criteria, which is what Mr. Dahman was rated.

The team at Dahman Law is passionate about providing exceptional, client-focused legal services.  They handle commercial litigation, business law, employment, and estate planning matters across Ohio and Michigan. But what makes Dahman Law different is that you will know up front how much you can expect to pay for legal services, instead of wondering how much you will end up being charged at the end.

Dahman Law is able to do this by leveraging experience, creativity, and hard work, with value-based fee arrangements that provide clients predictability and results. A testament to our experience is the fact that its attorneys hail from Am Law 200 firms.  So all of their services, including litigation, are handled on pre-determined, fixed fee or contingency bases. No hourly billing.

On September 30, 2013, Dahman Law founder Samir Dahman will be presenting at the National Business Institute’s continuing legal education seminar “LLCs:  From Formation to Special Uses”  in Columbus, Ohio.

The course content includes:

1. Recent Trends and Developments in LLCs
2. Formation and Operation
3. Impact of State Law on LLCs
4. Understanding Complex Tax Issues
5. Securities Law Issues and Answers
6. LLC Special Uses
7. Ethical Considerations

Mr. Dahman will discuss Securities topics such as

1. Are LLC Membership Interests Considered Securities Under Federal Law?
2. Comparison to Partnerships and Corporations
3. Structuring an LLC to Avoid Characterization as Securities
4. State Securities Law
5. Publicly-Traded LLCs

He will also discuss these Special Uses for LLCs

1. To Hold Real Property
2. For Estate Planning Purposes
3. For Joint Ventures, Venture Capital Projects and Technology Ventures
4. To Hold Tangible or Intangible Personal Property
5. To Hold Life Insurance Policies
6. Professional Limited Liability Companies

You can register for the CLE by clicking here.

Attorneys who attend can receive up to 6.75 hours of continuing education credit.

Physicians are one of the few fields where employees still have lengthy complicated employment contracts.  They are one of the few remaining types of employees who are not at-will employees.  It is common for people to be overwhelmed by any legal document, and this is especially true when it comes to comprehending employment contracts for doctors. Understanding the job obligations, rights and responsibilities presented in such a contract are vital for long-term happiness and satisfaction in all physicians’ careers.

If you are a doctor looking at or getting ready to sign an employment contract, here are a couple things to keep in mind:

• Seek help from a legal professional. As a physician, no one doubts your intelligence.  Asking a lawyer for assistance in understanding the terms and conditions of your employment contract assures you won’t get trapped by legal language unfamiliar to you.

• Take an in-depth look at the employer. Before getting caught up completely in the employment contract and job offer, make sure your employer and employment situation have the reputation and credentials you are looking for as well.
• Find legal counsel before you start contract negotiations. This will save time and money in helping you get everything you want from your own terms of employment.
• Put everything in writing. Do not trust verbal promises about pay increases or other stipulations from the employer; have your lawyer put everything in the legally binding employment contract.
• Pay sufficient attention to the specific terms of the contract. Having a lawyer explain ambiguous language to you will help you understand specific details such as: the years your contract runs, provisions for salary increases, conditions for renewal, and how and when you can be terminated among many other things.
• Review the implications of your covenant not to compete clause. Perhaps one of the biggest things that plagues physicians job choice, have your lawyer negotiate terms you can live with if you decide to leave your job at any time.
• Make sure you are fully covered for Malpractice provisions. Physician’s personal resources and state law requirements should all be fully covered.
• Don’t sign if your contract contains a one-sided termination agreement. Look carefully at what can cause termination and do not sign an employment contact if your employer can terminate it at will; otherwise moving cities, uprooting family and putting long term plans at risk is not worth it.
• Make sure your contract specifies your specific job duties and responsibilities. These things should be clearly laid out in your contract so you don’t think that you are signing on to do less or more than what will be expected; further compensation negotiations can be made around these, once settled, terms.
• Clarify your compensation and incentive plans. Your flexible compensation should rely on completing pre-approved objectives that cannot be changed by your employer to affect your salary and benefits.

If you are a doctor and have questions about your employment contract, please contact the experienced attorneys at Dahman Law for assistance.

Ohio Governor Kasich and the Ohio General Assembly have approved a new two year state budget that includes a $2.7 billion tax cut to Ohio businesses and individuals over the next three years.

This tax cut provides, among other things:

• A 10% personal income tax cut phased in over the next three years. In 2013, rates are being reduced 8.5%; in 2014, the rate cut is 9%; in 2015, the full 10% reduction is reached.

• Excluding from income tax 50% up to $250,000 (maximum exclusion of $125,000) of each owner or partner’s share in a pass-through-entity.

• Increasing the state sales tax rate from 5.5% to 5.75% effective September 1, 2013.  Magazine subscriptions and digital products, including books, music, and videos delivered electronically, will be subject to tax just as they are if purchased or rented from a retail establishment.

• A new Earned Income Tax Credit will provide assistance for an additional 475,000 lower income households.
• The minimum tax will change from a flat $150 tax to a variable tax tied to the level of business receipts. The CAT rate of .26% and the $1million exclusion are unchanged.

• Suspending for three years the inflation-indexing adjustments of the income tax brackets and the personal and dependent exemptions.

• The $20 personal exemption credit will be available only to households with Ohio taxable income under $30,000.

• Motor fuel refineries and terminals will shift from the CAT to now pay a new Motor Fuels Receipts Tax at a rate of.65% effective July 1, 2014.
• The 10% and 2.5% ‘rollbacks’ (reductions) will be eliminated for new and replacement levies passed in November, 2013 and beyond. Existing levies and renewals are not impacted. The state subsidy payments to schools and other local governments will continue but will not increase if new local real estate millage is added.
• The homestead exemption will again become subject to means testing which will limit eligibility to home owners aged 65 years or older with incomes less than $30,000 beginning with applications for tax year 2014. Currently eligible participants will not be impacted.

The Ohio joint House/Senate conference committee recently submitted a revised tax reform package.  The tax package, which is subject to change as hearings proceed this week, calls for $2.6 billion in tax cuts for all Ohioans over the next three years.

As proposed by the House/Senate conference committee, the plan includes:

• Cutting personal income tax rates 10% across the board, phased in over three years (by 8.5% in 2013, 9% in 2014, and 10% in 2015 and beyond)
• Excluding from income tax 50% up to $250,000 (maximum exclusion of $125,000) of each owner or partner’s share in a pass-through-entity
• Increasing the state sales tax rate from 5.5% to 5.75%
• Lowering the threshold, from $1 million to $500,000 in taxable gross receipts, at which a company must begin paying the full CAT rate
• Suspending for three years the inflation-indexing adjustments of the nine income tax brackets and the personal and dependent exemptions
• Repealing the $20 personal exemption credit under the personal income tax
• Subjecting the sale of electronically transferred digital books or digital audio or audiovisual works to sales tax
• Limiting eligibility for the property tax homestead exemption for first-time applicants to those with less than $30,000 in annual income
• Eliminating the 12.5% residential property tax rollback on any new and replacement tax levies

Stay tuned for more details as the Ohio Legislature works this week to approve the budget and other key pieces of legislation before the summer break.

The U.S. Supreme Court recently issued two decisions favorable to employers:

• In Vance v. Ball State U., the Supreme Court ruled that a supervisor must have authority to take a tangible employment action (such as hiring or firing) for an employer to be subject to liability for the action of the supervisor (referred to as vicarious liability) under Title VII.
• In U. of Texas Southwestern Med. Ctr. v. Nassar, the High Court ruled that Title VII retaliation claims must be proven according to the more stringent principle of but-for causation, not simply that the alleged retaliatory desire was a motivating factor in the employment decision.

The Court also upheld affirmative action in higher education and is expected to issue a decision on same-sex marriage later today.

Dahman Law prevailed at trial last week for its client The RAE Associates, Inc. in Franklin County Court of Common Pleas, Case No. 12-CVH-1103.

After a four-day trial, the jury unanimously awarded print brokerage firm The RAE Associates the full amount requested, $41,727.61, on its breach of contract complaint against Nexus Communications, Inc.  Dahman Law also obtained directed verdict on Nexus’ claims of conversion and fraud by demonstrating that Nexus failed to put forth evidence supporting those claims.  The jury further found against Nexus on their trade secret and breach of contract claims, for which they were seeking $652,112.08 in damages.  What made the jury’s verdict so remarkable was that although The RAE Associates did not ask for attorney fees (because they were not recoverable in this situation), the jury voluntarily attempted to give The RAE Associates $65,000 in total damages.

Dahman Law argued the case in the Franklin County Court of Common Pleas in front of Magistrate Judge Elizabeth Watters.  It was 1 of only 56 civil trials in the past year in Franklin County Court of Common Pleas.  Samir Dahman called the win a “team effort,” as the entire firm worked intensely on the case in the weeks before trial.  All the hard work paid off as The RAE Associates was obviously pleased with the outcome of being awarded more than what it requested.

Through comprehensive fact and legal research, working closely with the client, coordinated preparation, and adhering to high ethical and legal standards, Dahman Law was able to secure the win.  This recent trial is yet another example of how Dahman Law works with its clients, especially small business owners, to make sure all of their legal needs are met.

Those looking to aggressively protect their assets while still benefitting from them have a new, realistic option under the Ohio Legacy Trust Act, Ohio Revised Code Chapter 5816 (the “OLTA”), which became effective March 27, 2013.  The OLTA permits an individual to create and fund an asset protection trust (a “Legacy Trust”) that will protect his or her assets from the claims of his or her own creditors.

Under the OLTA:

• Creditors have a shortened period of time to make claims against the Legacy Trust
• The person setting up the Legacy Trust can be beneficiary of it
• While the person setting up the Legacy Trust can’t be the trustee he or she does other significant rights
• The burden of proof on anyone trying to attack assets in a Legacy Trust is on the creditors
• Assets in a Legacy Trust aren’t protected from child support or alimony from marriages established prior to the trust

The most attractive aspect of the OLTA is the strict time frames placed on creditors to file claims.  In other trusts creditors can make claims against the trust during the life of the person setting up the trust, but with a Legacy Trust they have a short window to file.  First, a creditor must prove that the trust was established to defraud creditors.  Creditors who were acting as creditor before the trust was established have either 18 months after the establishment or 6 months after the trust could have reasonably been discovered by the creditor if they file a suit within 3 years after the trust was established.  If they were not a creditor before the trust, they have 18 months.

Although the person who creates trust (the “transferor”) cannot serve as trustee, they are granted other significant rights under the OLTA.  As a transferor, one can:

• change the trustee,
• veto distributions from the trust,
• withdraw up to 5% of assets annually,
• direct that Trust assets be distributed to anyone other than the transferor or the transferor’s creditors, estate, or creditors of the transferor’s estate,
• live in residences given to the trust, and
• advise on investments of the trust’s assets.

There are some stipulations, however, as to the establishment of a Legacy Trust.  Since the OLTA is designed to protect assets more so than a regular trust, the transferor has to sign an affidavit, which must state the following:  (1) the assets are not the product of illegal activity, (2) the transferor has the full right to transfer the assets, (3) the transferor will not be insolvent after transferring the assets, (4) there is no intention to defraud creditors, (5) there are no pending court actions against the transferor, (6) the transferor is not involved in any administrative proceeding (other than opinions on investments), and (7) the transferor does not foresee filing for bankruptcy.

Once a Legacy Trust has been properly established and funded, most of the transferor’s creditors are precluded from seizing assets in the Trust.  Persons concerned about exposure to claims of creditors should consider using this technique when planning their estates.  Please contact the attorneys at Dahman Law to set up a time to discuss a Legacy Trust.

If you’re considering creating a trust, you have several options.  One is whether the trust should be revocable or not. There are advantages and disadvantages to both, but revocable trusts offer some distinct benefits that many people prefer. Here is one reason to think about a revocable trust:

Asset management for ill and minors: With a revocable trust, the assets allocated to loved ones who are elderly, disabled, or minors can be administered via the trust without guardianship of the estate. This means the assets are not directly given to these individuals or their guardians immediately after your passing, but rather parceled out as you choose and can be set aside for specific purposes (education, long-term health care, etc.).This is different from a will which would give a lump sum of money to incapacitated people or their guardians upon death of the settlor. With a trust you can assure that minors don’t get their benefits until they reach an age you determine to be suitable. Also beneficiaries or their guardians don’t have to be responsible for large amounts of money.

Obviously there is much more to consider when setting up a trust and each individual’s situation may differ. These general benefits are a good starting point to understanding the complex nature of estate planning. Please contact the attorneys at Dahman Law to set up a time to discuss any questions you have about your estate plan.