Rucci Law Group was a sponsor again this year at the Rotary Club of New Canaan’s Lobsterfest fundraiser held Sept. 22, 2017, in New Canaan, CT. Pictured are volunteers Duncan Chisholm, left, and Fred Baker.

If you have a small business, you may be aware that the State of Connecticut recently updated its rules governing how LLCs operate (the “New CT LLC Act,” effective July 1)—and you may be wondering how, specifically, these changes will impact you and your business. The first thing to know about these updates: Most only apply if your LLC’s operating agreement does not specifically state an alternative.

The Act provides a series of default rules to fill the void if the company’s operating agreement doesn’t specify an alternative. Therefore, LLCs have broad authority to change these default rules by contract, so that the unique needs of the business and its owners are met.

Here are key provisions of the New Act that you may need to consider when it comes to your business:

• Annual Reports
Old Act: Reports were due during the anniversary month of the company’s formation.
New Act: Reports are due between January 1 and April 30 each year.

• Management Structure/Third-Party Notification
Old Act: Third parties could rely on the Articles of Organization, filed with the Secretary of State and made public record, to learn whether the company was member- or manager-managed, and who could sign contracts on the company’s behalf.
New Act: The operating agreement, not the Certificate of Organization, will determine the management structure and decision-making process, such as whether each member can act on behalf of the company; whether a majority/super-majority/unanimous vote is required; and whether there is a manager with the authority to act. This makes the LLC operating agreement even more critical—and you can expect to be asked for copies of it by entities with whom you are doing business, as part of their due diligence.

• Admission of New Members
Old Act: New members could be admitted with a majority vote by the existing members.
New Act: A unanimous vote of the existing members is needed to admit new members. Additionally, newly admitted LLC members agree, by default, to the terms of the operating agreement—whether they have signed it or not.

• Derivative Action
Old Act: There was no right for LLC Members to file a derivative action.
New Act: Members can enforce the rights of the company in certain circumstances through derivative action—important in the event of mismanagement allegations.

Keep in mind that while many of these default rules can be changed through your LLC’s agreement, others cannot. These include:

• Duty of Care/Loyalty: An LLC’s operating agreement must be carefully drafted if the owners expect to engage in outside activities that could compete with the company’s core business. For example, a restaurant owner may be prohibited from buying a competing restaurant unless the other owners specifically agree to allow the owner to do so in the operating agreement.

• Use of Information: The New Act strengthens the LLC members’ rights to access company information, but allows the operating agreement to apply standards to the use of that information. For example, members can access financial information about the company, but the operating agreement may protect the confidentiality or limit the use of that information.

The bottom line? It’s a sound business practice to review your operating agreement regularly—and now is the perfect time to do so, to ensure it’s in compliance with the New Act.

Companies should not only make sure that their agreements will hold up under the new rules, but also that they still reflect the way the company is actually run. Rucci Law Group is here to help companies conduct this review in the most comprehensive, yet efficient, way possible.

Kate Diehm is an attorney at Rucci Law Group LLC. She practices in the area of business law. Kate can be reached at (203)202-9686 or at kdiehm@ruccilawgroup.com 

Rucci Law Group is pleased to announce that Kate Diehm was selected as a Rising Star by Super Lawyers in November 2016. Super Lawyers selects attorneys from more than 70 practice areas throughout the US in a peer-nominated process that involves independent research and peer evaluations. Each candidate is evaluated on 12 indicators of peer recognition and professional achievement. Selection factors are as diverse as verdicts and settlements, breadth of transactions, experience, honors and awards, and pro bono and community service. Candidates are evaluated by their peers and those with the highest cumulative scores are awarded the coveted designation of either Rising Star, only available to those under age 40 or with less than 10 years of practice, or Super Lawyer. With only a small fraction (2.5%) of lawyers nominated finally selected as Rising Stars, RLG is pleased to salute Kate for this honor.

While Kate’s practice focuses on all aspects of business law, she also assists Internet entrepreneurs with the unique legal challenges that technology presents. Of particular note are potential changes to the Digital Millennium Copyright Act (DMCA) that are being discussed for 2017. This legislation was enacted in 1998 and has not evolved with technology advances, allowing for loopholes that permit piracy to the point that many creative artists and content providers no longer feel they can survive much less profit from their creative work.

Kate remarked, “We are in a time of political transition so predicting legislative change is difficult, but there seems to be a groundswell of popular sentiment, from both the commercial and creative communities, to support change for laws that have not kept pace with technology. Content creators simply cannot remain in business with the current structure. ”

While it is not certain that legislative changes will occur, Kate monitors these and similar issues and interprets potentials developments to help clients protect and grow their businesses. It is this forward thinking approach that led Kate Diehm’s peers to vote her a Rising Star Attorney.

For more information on the Super Lawyers Selection methodology:

http://www.superlawyers.com/about/selectionprocess.html.

Marianne Cirillo is an experienced lawyer in the areas of trusts and estates and real estate law. She considers herself to be a good listener, helping clients to feel both heard and understood. That in turn provides confidence that RLG has the legal competence to pinpoint and then handle a particular issue professionally and discretely. “Marianne fills a valuable role at Rucci Law Group, providing depth to both our Real Estate and Trusts and Estates practices,” explained Amy Zabetakis.

Marianne is willing to let clients set the pace for what can often be emotionally very difficult situations, particularly regarding estate planning or administration of estates. Given her ease in these situations, it is no surprise to learn that Marianne earned an honors degree in psychology from SUNY Purchase, which she utilizes every day in interactions with her clients. Empathy combined with proficiency allows Marianne to develop long-term relationships based on honesty and trust.

Prior to joining RLG, Marianne worked for many years as a real estate attorney, practicing in the areas of commercial and residential real estate as well as previously working in the Norwalk/Wilton Probate court. Drawing on this rich and varied experience, Marianne contributes considerable knowledge in real estate law and trusts and estates law.

Marianne has served for many years as a court-appointed attorney in the probate courts for both Darien/New Canaan and Norwalk/Wilton, and has appeared in many of the local Probate courts, including Stamford, Greenwich, Westport, and Fairfield. Through this service she has established strong relationships with the clerks and judges of the probate courts. Marianne is happy to assist clients in the full range of matters handled by the local probate courts including settling or probating a will, will contests, adoptions, paternity lawsuits, guardianships, conservatorships, and even name changes. While RLG provides professional counsel for most but not all of these areas, RLG attorneys assist clients in finding resources or counsel for all legal issues.

‘Birgit Stueber joined Rucci Law Group (RLG) in early 2016 to provide administrative support. Hers is the friendly voice you often hear answering the phone when you ring the office. She will be involved in all facets of administrative work with the firm, focusing on Real Estate, Land Use and Zoning, and Trusts and Estates. Birgit has strong communication skills and enjoys working collaboratively with both colleagues and clients. Amy Zabetakis commented, “We are delighted to have Birgit joining us at Rucci Law Group. She has already demonstrated that she is a valuable team member that our clients can rely upon and we look forward to involving her in all facets of our practice.

Birgit has a background in international marketing and sales and is fluent in three languages. She graduated from Darien High School and Middlebury College with a double major in History and French. Birgit has called Darien home for many years and her involvement in community organizations includes: Hindley School PTO, Darien Youth Commission, Darien High School Parents Association and First Congregational Church of Darien.

After a career break to raise three children, she is delighted to return to full-time work with RLG.

Rucci Law Group (RLG) is pleased to announce the launch of our updated website. The new site is now faster, easier to navigate and more user-friendly. It is available at www.ruccilawgroup.com. While the look of the website is brand new, RLG continues to be your professional counselors, providing personal and business solutions.

The updated website provides our clients and visitors with the best access to information about our services and solutions. Choices include Your Team, Practice Areas, News and Opinion, and a section just for Current Clients. RLG has long provided paperless technology that delivers service faster and more efficiently than the traditional paper-driven model. Client documents are accessible through our secure, cloud-based document management system, which provides both convenience and peace of mind. Documents can be accessed through the website which is now mobile-responsive and more efficient than ever.

The new look of the website reflects the reality of our practice, commented Amy Zabetakis. It reaffirms our focus on acting as our client’s personal in-house counsel and highlights the areas where we have true expertise and add significant value in interactions.

Our team has worked hard to update the website to be a resource for our clients and we look forward to hearing any feedback from you. Welcome to the updated RLG website.

More and more Connecticut residents are rethinking their retirement and whether to remain in the Nutmeg state, due mainly to the prohibitive estate taxes and increased probate fees. Residents are fleeing the state for less expensive places to retire, and Florida, with its favorable tax policies and Homestead Laws, is becoming more attractive than ever.

According to one recent survey, Connecticut was voted one of the most expensive states to die. Connecticut imposes a tax on all individual estates totaling over $2 million. This is in addition to, and significantly out of line with, the Federal Exemption of $5,450,000 (effective 2016, per spouse). More recently, the state has completely cut the Probate Administration budget, which has resulted in the removal of the cap on Probate Fees.

In contrast, Florida has no Estate Tax and its Homestead Laws can protect you against creditors and cap your real estate tax for your Florida residence. Although, we typically hear; I just have to live there six months and a day; the procedure to establish Florida residency, must be followed precisely and completed within certain time frames. Also, being aware of the constant changes in The Florida Homestead Act is critical.

While moving to Florida may not completely free you from your prior states income tax, it would address future Estate Tax issues. The long arm of the state you are moving from, becomes more of a hassle to break free of, than the establishment of Florida residency.

Nowadays, it is not uncommon to be dealing with second marriages and blended families. This is another significant complication that needs to be addressed in planning for Florida Homestead. It is important to note, The Homestead Act grants the surviving spouse specific rights and takes into consideration whether there is a Prenuptial Agreement and whether the Florida Homestead was waived.

In the end, consulting with your attorney is essential in order for your future plans to be personalized and your objectives to be met.

Dianne Covello will join the Trusts and Estates practice in 2016 as a paralegal, reflecting the need for additional asssistance in this growing practice for Rucci Law Group. Attorney Michele Gartland remarked, “While Dianne has been helping the Trust & Estates department out for months, we are looking forward to her officially joining the team. She brings both warmth and professionalism to her interactions with clients, and she has a wealth of experience to draw from. Her knowledge of the insurance business has already been invaluable, and she is a great resource for our clients.

Dianne’s background includes both a Master’s degree in Social Work from Columbia University and tenure as a financial planner. This combination provides her with the unique skill set to contribute in the T&E practice. Dianne is familiar with the estate planning vocabulary and decipering insurance products, as well as being an empathetic listener with a fun sense of humor. With RLG’s plans to grow our Elder Care practice, Dianne’s experience working with elderly patients and her familiarity with issues related to their care will be a true asset.

When she is not smoothing the T&E pathways at RLG, Dianne and her husband are busy raising two children in Darien, CT. She plans to spend much of the coming year focused on training her one and a half year old old Boston Terrier, Thurman. He is on Santa’s Naughty List after snacking on many of her Christmas decorations.

The majority of charitable organizations look forward to the months between October and December as the time of year when patrons are most likely to open their hearts and subsequently their wallets.[1] Non-profit organizations, public charities, and private foundations report that nearly 50 percent of their yearly contributions are received in the final quarter of the year.

It is not when you give that matters or even how much but the act of giving itself that is important. Research that combines social science with neurobiology shows that giving actually rewires our brains, particularly in the area that connects social contact to positive emotions. Giving adds meaning to our lives, distracts us from our own problems and helps us feel valued by others.[2]

While the factors of when, how much and what you give are important, it is how you give that can have lasting implications for both you and the charity of your choice. A little forethought in combining charitable contributions and estate planning can have sizeable benefits for both the giver and the recipient.

One benefit of charitable giving is that it reduces the size of your taxable estate, either through gifts made while one is living or through gifts to charities included in one’s will. Structuring giving through Charitable Remainder Trusts provides benefits for both the giver and the receiver. Charitable Remainder Trusts are vehicles that transfer assets to the charity when the trusts are set up while allowing the donor to retain the benefit of receiving the income from the asset for the remainder of the donors life. Charitable Remainder Trusts are especially beneficial for highly appreciated assets such as a stock that has increased significantly in price. Once placed in the trust the donor gets a current income tax deduction on the amount donated and the charity can sell the asset without having to pay any capital gains tax. The principal amount of the trust appreciates tax-free.

Donors can choose a charitable remainder unitrust, or CRUT, which ties the donor’s annuity to a percentage of the fair market value of the donated assets or a charitable remainder annuity trust, or CRAT, which sets the donors lifetime payments at a fixed percentage of the donated assets. The trust can also be set up to provide income for the lifetime of a spouse or heir as well.

Don’t let the complexity of charitable giving dissuade you from exploring the options for giving as part of your estate planning. With a little planning you can simultaneously increase the impact of your giving for your favorite charity in the future while decreasing your personal tax burden today.

Fall is a busy time of year as days get shorter, kids return to school, and we prepare for the coming winter snow. Even with full schedules Rucci Law Group remains committed to community service and contributes to a variety of fund-raising activities for Darien and beyond. A fall gala, that raised money for scholarships, along with an Airlift benefit that ended with a few lucky party guests leaving for Latin America were the main highlights in October. Rucci Law Group donated both talent and time, in addition to sponsoring two major events.

Several of RLG’s employees were involved in the College Tailgate Gala on September 26, 2015 for A Better Chance. This organization provides scholarships to academically talented girls of color from underserved areas, allowing them to realize their academic and social potential while living in Darien and attending Darien High School. The event planning committee included RLG’s own Amy Zabetakis, who served as Auction Chair, along with Sarah Mead and Dianne Covello.

I didn’t know much about the ABC of Darien program prior to being asked to help with event planning. The biggest take away for me was seeing how ABC has made a difference in many girls lives over the years. The “bonus” was working on the event with a great group of ladies. We worked hard, but we had a lot of fun doing it, said Dianne Covello.

Sarah Mead seconded Dianne’s remarks, adding, The evening was a great success in that it raised not only money for such a worthwhile cause, but also awareness of ABC.

AmeriCares hosted its annual Airlift Benefit on Saturday, October 3, 2015. This party, held in a hangar at Westchester Airport, culminates in a lucky few guests leaving the Benefit to see first-hand the work done by AmeriCares. Joe Rucci, Board member of this humanitarian organization, arranged for RLG managing partner Amy Zabetakis to have a seat on the plane. After swapping her heels and party dress for clothes suitable for a long flight, Amy boarded the plane for Guatemala.

In Guatemala, the AmeriCares group, visited a few of the organizations with which AmeriCares partners. AmeriCares is the largest provider of healthcare supplies and medicine around the world. AmeriCares has unmatched talent at leveraging partnerships to get medicine and health care supplies into the hands of providers that can do the most good with those supplies.

In Amys own words: The first stop for my group was at Hogares San Jose de la Montana where nuns provide a home and care for a group of 45 girls who are either orphaned or whose parents cannot afford to care for them on one side of the building and 55 elderly residents on the other side. While we toured the girls side of the building, a thirteen year old girl who resided there held my hand the entire time even though I was only able to converse with her enough to find out her age. On the elderly residents side the residents played music for us and danced with us. AmeriCares assists this facility by providing medical supplies for its onsite clinics.

Our second stop was at Hospital San Juan de Dios one of Guatemala’s two large public hospitals where we visited the pediatric wing. The conditions in the hospital were depressing. There was not enough space for the patients, the beds were in poor condition, and families were sitting on the floor in the hallways. However, with the help of medical supplies provided by AmeriCares, the doctors in the hospital are working miracles by, for example, providing cancer treatments, successfully completing kidney transplants, and treating a variety of life threatening ailments. As the doctor that provided our tour explained, they know that the conditions are bad but they are doing great work with what they have.

Our last stop was at Operation Milagro, which provides same day, free surgery to individuals with visual impairment who travel to the facility from around the country. Operation Milagro is staffed with doctors from Cuba and the Cuban government provides much of the funding. AmeriCares supplies medicine so that patients are either able to avoid surgery all together or take medicine home with them after their surgery is completed. The doctors in this facility were so proud and dedicated to the work that they do that they came in and invited patients to come in on a Sunday, a day that they are normally closed, to show us the facility. At the end of our visit we were treated to lunch by the Order of Malta, AmeriCares local partner in Guatemala.

This experience was truly eye opening. I have supported AmeriCares for a number of years, but to see the vast need and the gratitude from the recipients first hand was incredible. As was stated by Michael Nyenhuis, the AmeriCares CEO, without good health, all of the other efforts to help individuals living in poverty are wasted people cannot go to school or a job even if the opportunities are there if they do not have good health for themselves and their families. I am very fortunate to live the life that I live and I am grateful that my daughter has never lacked for proper medical care because needed medicine or supplies were unavailable. There is so much that needs to be done for people around the world that do not have the same privilege that I have. During my trip I had a chance to see how AmeriCares is providing tools to individuals who can then make and even bigger impact within their community. I hope that you will take some time to learn about AmeriCares and considering joining me in support of the organization.