Law Offices of James C. Turney

is a dynamic practice serving clients in a wide range of industries and professions from health care to cattle ranching.

Business Law

Agreements & Contracts, Negotiation & Documentation, Mergers & Acquisitions, Financing, Intellectual Property, Employment, Regulatory Agencies

Business law begins with an agreement among two or more people or business entities to accomplish mutual objectives. To ensure a “meeting of the minds,” the agreement should be documented with a written contract which details the means and methods of reaching the objectives. The process of reaching agreement and detailing the particulars often involves negotiation and compromise. Mergers and acquisitions (M&A) constitute a genre of agreements for the purchase and sale of a business or business entity. With an M&A transaction, either two entities are merged into one or there is an outright acquisition of a standalone business by the new owner. Many business agreements, including M&A, also involve financing in the form of debt, equity, or both. Debt is a promise to pay money and can take various forms, such as a promissory note, bank loan or bond, and is accompanied by collateral for security of repayment. Equity is an ownership stake, typically in the form of stock or preferred stock. Nearly all businesses own intellectual property in the form of trade secrets, copyrights and trademarks which require protection in varying degrees (some own patent rights; a highly specialized field of law). Employment law is an ever expanding maze of state and federal regulations governing the relationship of employer and employee. And, depending on the enterprise, business is subject to myriad regulatory agencies and requirements. The Law Offices of James C. Turney is prepared to assist with all dimensions of business law.

Business Entities

Formation, Operation & Maintenance of Corporations, Limited Liability Companies, General Partnerships, Limited Partnerships & Joint Ventures

Business entities are vehicles for conducting business; fictional persons created by law. They allow one or more persons to invest capital, own and operate a business with varying degrees of management control and involvement, and share in the proceeds of the enterprise. Corporations and limited liability companies (LLCs) offer the benefits of limited liability. That is, the legal liability of the shareholders and members is limited to the capital invested; other personal assets of the owners are not at risk. The same is true of the limited partners in a limited partnership but not the general partner. There are reasons for forming general partnerships and joint ventures but most investors prefer the benefits of limited liability. Limited liability is not a foregone conclusion; the law requires that certain formalities be observed. Those formalities apply to formation and operation of the entity. Selection of the type of business entity involves several criteria, not the least of which is taxation. S-corporations and LLCs are frequently preferred because, like partnerships and joint ventures, earnings avoid the double taxation of the corporate tax. Proper formation of the entity, while not daunting, is more involved than merely filing with the Secretary of State. And, the operational formalities, while necessary, are not high hurdles. The Law Offices of James C. Turney offers guidance with formation and operation of business entities.

Estate Planning

Trusts, Wills, Powers of Attorney for Property Management, Advance Health Care Directives, Estate Tax and Income Tax Strategies

Estate Planning involves developing written plans and instructions for the distribution of your property to your intended beneficiaries according to your desires, during life and after death. Estate Planning is for everyone, not just the super-wealthy, because, without your written instructions, the Court will impose a rigid default plan upon your death (via the probate laws). Estate Planning can also be effective in minimizing the impact of estate taxes and income taxes. The core of a contemporary estate plan is a living trust which serves two purposes: the trust agreement is a legal document with your instructions for distribution of your assets; and the trust is a legal entity to hold title to all of your assets. Although you will no longer be the named owner of the property, as trustee you will retain full control of the property. The primary benefit of a living trust is to avoid the lengthy and expensive court process of probate administration when you die. Instead, with a living trust the successor trustee you have chosen steps in to manage and distribute the assets according to your instructions. Your successor trustee can also manage trust assets in the event that someday you should lose the capacity to do so. The features of a living trust can be customized to suit your family situation and desired intentions. And, unlike a will, a living trust does not have to die with you. Assets can remain in the living trust, managed by your successor trustee, until certain conditions are met for your beneficiaries to inherit or to provide for a loved one with special needs. Popular features include an education fund (for children or grandchildren) and a “spendthrift” provision that certain beneficiaries must mature to a specified age in order to receive an inheritance.

For property that is overlooked and not included in the living trust, a “pour-over” will is designed as a safety net. A pour-over will simply directs the subject property to be added to the living trust (then held and distributed according to the terms of the trust). Property subject to the will may have to go through probate administration but it can then be distributed according to the design of the trust. Another safety net feature is a durable power of attorney for property management, exercisable upon your incapacity. The effect is to authorize another person as your agent to manage your property (not included in your living trust) in the event you should someday lack the capacity to manage your affairs. However, transferring all assets to your living trust is preferable because many financial institutions will not honor a power of attorney unless it is on the institution’s form.

A complete estate plan also includes an advance health care directive, which combines two elements. First, it has your instructions for health care and related matters with particular attention to life-prolonging treatments. Second, the advance directive contains a power of attorney authorizing another person (usually a close relative) to follow those instructions and make health care decisions on your behalf in the event you should lack the capacity to make those decisions. While the basic components of estate planning are discussed above, your plan will be customized to suit your family situation and legacy intentions. And, sophisticated tax strategies will be developed, as needed. The Law Offices of James C. Turney is prepared to develop an estate plan tailored to your needs.

Real Estate Law

Commercial & Residential, Development, Subdivision, Condominium, Land Aggregation, Purchase & Sale, Lease & Ground Lease, Bureau of Real Estate

Real estate law governs the use and ownership of land. The distinction between commercial and residential applies to the uses and types of buildings and improvements permitted while residential uses are subject to more stringent laws having a consumer protection orientation. The California Bureau of Real Estate has oversight and procedural regulations governing residential development. Real estate development encompasses the range of activities involved with developing raw land, typically, into a commercial center of office or industrial buildings or a planned neighborhood of residential homes. Each stage of development has legal elements: title examination of prospective sites, financing and the purchase of one or more parcels of land, aggregation of those parcels, zoning, subdivision of individual lots, easements and entitlements for installation of utilities and other amenities, financing and permits for building and other improvements, and final purchase and sale agreements, to name a few. Instead of purchasing the land for a real estate development, long term ground leases are sometimes used for various reasons. And, instead of purchasing offices, industrial buildings or homes, leases are often a convenient means of conveying rights of occupancy. Condominium creation is essentially a form of subdivision, not of lots but of space for ownership. Both condominiums and residential subdivision typically require formation of an owner’s association together with covenants, conditions and restrictions (CC&Rs) governing the use and financing of common areas and activities of owners. The Law Offices of James C. Turney is prepared to assist with all facets of real estate law.

Renewable Energy

Utility Scale Solar, Wind, Geothermal & Biofuels, Site Acquisition, Permitting, Power Purchase Agreements

Utility scale renewable energy, as opposed to rooftop or localized renewable energy, refers to the acres of solar panels and wind turbines, or expansive industrial buildings housing geothermal or biofuels plants often seen from the highway. Utility scale renewable energy is dedicated to, and feeds directly to, an electric utility company, such as Southern California Edison, under a power purchase agreement with the owner of the generation equipment. (Some biofuels, such as ethanol, follow different distribution channels.) Much of the legal work in renewable energy draws from real estate law, with site acquisition frequently arranged through ground leases and companion easements. Business law also has a role, for example, with power purchase agreements. Renewable energy is a highly regulated field, being under the umbrella of the Public Utilities Commission. And, many state and local regulations govern specific types of generation. For example, the location of wind turbines must include a buffer zone at lot lines to minimize the absorption of wind and the wake effect on wind turbines of downwind neighbors. In view of the potential and enthusiasm for reducing the carbon footprint, renewable energy is a dynamic field met with an evolving legal landscape. The Law Offices of James C. Turney is prepared to assist both owners of land endowed with renewable resources and developers of utility scale renewable energy.

“A thorough, experienced, professional in all aspects of business and real estate law. Jim's assistance proved invaluable in analyzing complex legal questions.”

-Edward and Elaine Gordon
Authors & Consultants, Imperial Consulting Corporation, Palm Desert, CA & Chicago, IL