Over 30 members of the Concord Young Professionals Network attended a recent Lunch & Learn workshop on Estate Planning at Orr & Reno. The workshop was presented by Orr & Reno Attorney Vera Buck. Vera has over 25 years experience in planning and handling estates, trusts, and guardianships, and currently serves as chair of the firm's estate planning/estate and trust administration department.

Download a copy of the presentation HERE.

Orr & Reno Attorney Richard Uchida has recently taught three continuing legal education seminars on legal ethics. One seminar was for the lawyers in the New Hampshire Department of Justice on various ethical rules applicable to government lawyers, and addressing ethical dilemmas recently encountered by lawyers in the department in the course of prosecuting cases and representing the State. A second seminar was for the New Hampshire Municipal Lawyers Association, addressing the ethics of social media use by lawyers. A third seminar was for real estate attorneys, addressing common ethical challenges they face, including multi-jurisdictional practice, trust accounting rules, electronic document technology and record retention.

Richard is a business lawyer with expertise in real estate development and all areas of land use planning and regulation. He is very active in the New Hampshire Bar Association, serving as the organization’s president from 2005 to 2006, and as a member of its Board of Governors from 1996-2007. He is also involved in teaching and other outreach initiatives as a past adjunct professor of Professional Responsibility at Franklin Pierce Law Center and as a lecturer at numerous state and national bar meetings on leadership and the future of the profession.

The Boston Globe, on Sunday, June 27, published Orr & Reno Attorney Jeremy Eggleton’s op-ed about the legal ramifications of his recent case in front of the NH Supreme Court, Mortgage Specialists v. Implode-Explode Heavy Industries, Inc.

Jeremy practices primarily with the firm's litigation department, working on litigation matters in a wide range of areas, such as contract, land-use, association governance, partition, employment, civil rights, negligence and constitutional litigation.

As a member of the firm's Media Law and First Amendment group, Jeremy has defended television, newspaper and internet clients from lawsuits at the trial and appellate court levels. Most recently, he briefed and argued Implode Explode Heavy Industries, Inc. v. Mortgage Specialists , a case before the New Hampshire Supreme Court that has garnered national attention for the issues it raises concerning the application of the First Amendment to anonymous speech on the internet, and the protection of online journalists writing on matters of public significance.

To read Jeremy’s op-ed, please Click Here

Orr & Reno attorney Todd Fahey recently presented a workshop on nonprofit mergers and partnerships to members of the New Hampshire Center for Non-Profits. The workshop, entitled “Partnerships, Mergers and Everything In-Between: How to think about joining forces while avoiding the pitfalls,” was co-presented with Caroline Boyd, from the Animal Rescue League of NH and Terry Knowles from the Charitable Trusts Unit at the NH Department of Justice in early June in Concord.

Todd is a business and real estate lawyer with extensive experience representing non-profit organizations. Todd serves as general legal counsel to many entrepreneurs, businesses, real estate investors, and is also counsel to various New Hampshire charitable trusts, non-profit organizations, trade organizations, and several of New Hampshire's largest private foundations

Orr & Reno attorney Maureen Smith was recently re-elected to the position of Chair of the Environmental and Natural Resources Law Section of the New Hampshire Bar Association, a position that she has held since September 2009. Maureen will continue to act as Chair until September 2011. The Section meetings have provided a number of continuing legal education programs to practitioners in the state, including programs on shoreland, renewable energy and administrative law topics. Maureen is also Vice-Chair of the NH Bar’s Ethics Committee.

Orr & Reno Attorney Richard Uchida was a guest on New Hampshire Public Radio’s Socrates Exchange in late May. The topic for the show was "Is it ever right to do wrong?" Listen to the conversation and learn more online by Clicking Here.

Richard is a business lawyer with expertise in real estate development and all areas of land use planning and regulation. He is very active in the New Hampshire Bar Association, serving as the organization’s president from 2005 to 2006, and as a member of its Board of Governors from 1996-2007. He is also involved in teaching and other outreach initiatives as a past adjunct professor of Professional Responsibility at Franklin Pierce Law Center, where he now serves on its Board of Trustees, and as a lecturer at numerous state and national bar meetings on leadership and the future of the profession.

The United Way of Merrimack County Annual Campaign chaired by Orr & Reno Attorney Jim Bassett exceeded expectations by raising more than $2.1 million, an increase of 2 percent from the previous year despite the challenging economic times. In addition, Attorney Martha Van Oot served as chair of the United Way board and Attorney Robert Carey served on the board.

Jim led the strategy by making account calls on top executives in Merrimack County, securing UWMC employee campaigns and making his own personal gift to the organization. In addition, Orr & Reno had 100 percent attorney participation and very high staff support of the campaign that resulted in the fifth biggest company fundraising effort. UWMC engages approximately 10,000 donors and works with over 1,000 volunteers every year. The United Way of Merrimack County focuses on the community’s most critical needs: education, health and economic self-sufficiency.

Jim is a trial lawyer and legal advisor with extensive trial and appellate experience in federal and state courts, trying numerous cases to verdict, and has represented many clients in mediation and arbitration. During his more than two decades of practice, he has represented numerous media clients in cases involving access to records and public proceedings under the New Hampshire and U.S. Constitutions and the New Hampshire Right-to-Know Law.

Orr & Reno attorney Steve Winer and Immigration Manager Robin Vermette presented an Immigration Overview on Hiring Foreign Physicians to the New Hampshire and Vermont Associations of Medical Staff Services at the Associations’ Joint Annual Education Conference held in Burlington, VT in April. Topics covered were J-1 foreign medical graduates, the J-1 waiver process, employment contracts for physicians, H-1B work visas and the green card process.

Orr & Reno attorneys Bill Chapman and Maureen Smith spoke to almost 200 lawyers on June 18, 2010 about ethics issues during a presentation of “Professional Misconduct: Advising a Client on Arguably Illegal Conduct.” The ethics program was part of the New Hampshire Bar’s Continuing Legal Education program for lawyers who practice in this state. Both Bill and Maureen are members of the Ethics Committee of the New Hampshire Bar Association. Maureen is the Vice-Chair of that committee. She also spoke about confidentiality and social media at a Hanover, NH Chamber of Commerce breakfast series in early June.

On May 6, 2010, Orr & Reno Attorney Jeremy Eggleton won an important victory at the New Hampshire Supreme Court for freedom of the press in The Mortgage Specialists, Inc. v. Implode Explode Heavy Industries, Inc.. The case centered on the “Implode-O-Meter,” a news aggregating website focused on the health of the mortgage industry. In 2008, the Implode-O-Meter published a PDF file containing financial figures related to Mortgage Specialists, a New Hampshire mortgage broker/lender, that Implode-O-Meter obtained from a confidential source. One reader, “brianbattersby” made comments on the document that Mortgage Specialists alleged to be defamatory. Mortgage Specialists sued the Implode-O-Meter seeking a court order to remove the document from the website, to prohibit republication, and to compel Implode-O-Meter to disclose the identities of the confidential source and of “brianbattersby.” Eggleton argued that Implode-O-Meter is a legitimate news-gatherer and deserves the constitutional protections afforded to members of the press. The Supreme Court held that the Implode-O-Meter had the right to publish the document under the First Amendment, and clarified well established source protections for the traditional press, while extending them for the first time in the internet context, stating “the fact that Implode operates a website make it no less a member of the press.” In addition, with this ruling, New Hampshire is just the third state to establish a formal test requiring serious consideration of the rights of anonymous speakers before a court orders an anonymous speaker to be unmasked. The ruling affirms New Hampshire’s longstanding commitment to free speech and a free press.

Orr & Reno Attorney Lisa Snow Wade has led a group of clients through lengthy, complex administrative, trial and appellate proceedings which culminated in a $3.5 million judgment against the New Hampshire Department of Health and Human Services (DHHS). Lisa represented seven providers of court-mandated services for troubled youth. The case against DHHS stemmed from decisions made by the Department dating back to 2004 in which contractual obligations to the providers were underpaid while DHHS returned budgeted resources to the general legislative fund. The actions of DHHS caused serious financial hardship to the providers and led at least one provider to temporarily close a facility and reduce services. On May 4, 2010, the Merrimack Superior Court agreed with prior decisions in the lengthy proceedings calling the actions of DHHS “inappropriate” and awarded all unpaid sums due under the contracts to the providers, plus interest. Orr & Reno prevailed on several causes of action, including breach of contract and unconstitutional taking without compensation. Attorney Wade stated that the ruling underscored an element of fairness that’s expected in the State’s dealings with outside groups.

In May, the United Way of Merrimack County presented Orr & Reno attorney Martha Van Oot with the Leo M. Rubin Volunteer Award. The award is presented to volunteers who routinely demonstrate a high level of commitment to the organization. Marty has served on the Board of Governors for six years and is the out-going President.

“Marty provided an amazing two years of leadership and change,” said United Way of Merrimack County Executive Director Liz Hager. “After she returned from a national United Way conference, she announced that we must transition to Community Impact. She then spent many hours helping to figure out how best to do that, serving on the Community Impact Committee and the Physical and Mental Health and Wellness Review Team. She saw the first year of the process through to an extremely successful culmination.”

As it transformed the structure and analysis of how to distribute its funds, United Way of Merrimack County has also been engaged in merger discussions with three other United Way organizations. Thus, added Hager, “Even as our Impact work was happening, Marty served on the Merger Team and thoughtfully worked with her peers from Heritage, Upper Valley and North Country United Ways to work out how to legally merge the organizations and still ‘stay local.’ We could never have gotten this far without Marty's leadership.”

Marty is a trial attorney with extensive trial experience in both state and federal courts, representing clients in complex commercial litigation, legal and other professional malpractice defense, and employment matters. She is frequently retained as a private mediator, and often presents at continuing legal education programs on professional ethics, profession liability, employment law and trial practice.

Orr & Reno Attorney Richard Uchida was recently named as a trustee of Franklin Pierce Law Center in Concord, N.H. As a graduate of the Center and past adjunct professor, Richard’s new level of involvement allows him to help shape the school’s legacy and achieve success in its new affiliation with the University of New Hampshire. He also serves as vice chair of the Colby College Board of Trustees, where he studied as an undergraduate.

Richard is a business lawyer with expertise in real estate development and all areas of land use planning and regulation. He is very active in the New Hampshire Bar Association, serving as the organization’s president from 2005 to 2006, and as a member of its Board of Governors from 1996-2007. He is also involved in teaching and other outreach initiatives as a past adjunct professor of Professional Responsibility at Franklin Pierce Law Center and as a lecturer at numerous state and national bar meetings on leadership and the future of the profession.

On May 18, Orr & Reno hosted a workshop on Basic Business Succession Planning, part of its Legal Breakfast Series jointly sponsored with the Greater Concord Chamber of Commerce.

Attorneys Peter Burger and Vera Buck presented an overview of succession planning options available to move wealth in the form of a closely held business from one generation to the next.

Peter is a business lawyer. He assists clients with buying and selling businesses, general business and tax counseling and succession planning offering his business clients well planned solutions that create value and afford certainty.

Vera has over 25 years of experience in planning and handling estates, trusts, and guardianships, and currently chairs the firm's estate planning/estate and trust administration department. She also has an advanced law degree in taxation, which informs her practice.

To request a copy of the presentation, please contact Peter or Vera directly.

Attorney Emily Gray Rice presented a Continuing Legal Education workshop on trial ethics on Thursday, May 6. The workshop titled, “Light My Way: How to Maximize Your Rewards and Minimize Your Risks in Pretrial Discovery” was presented by the New Hampshire Association for Justice in Bedford, NH. Topics covered include, preparing and taking depositions, discovery in complex cases and computer forensics.

Emily is a trial attorney with extensive experience in federal and state courts. She also maintains a private mediation practice. She regularly defends legal, medical and other professional malpractice claims, and also defends clients in employment, media and civil rights litigation.

On April 20, the firm hosted a workshop on Estate Planning 101, part of its Legal Breakfast Series presented with the Greater Concord Chamber of Commerce.

The morning presentation by Attorney Vera B. Buck included an overview of wills, trusts and estates and the best options for wealth management and transmission. Vera has over 25 years of experience in planning and handling estates, trusts, and guardianships, and currently serves as chair of the firm's estate planning/estate and trust administration department. She also has an advanced law degree in taxation, which informs her practice.

The presentation is available for download HERE.

To see the complete Legal Breakfast Series schedule, CLICK HERE.

With assistance from attorneys at Orr & Reno, Granite Reliable Power, the developer of a 99 MW wind power project in Coos County, recently obtained the final state approval necessary to begin construction on what will be New Hampshire's second commercial wind park. On April 15, 2010, the NH Supreme Court decided not to accept the Industrial Wind Action group's appeal of the decision from the NH Site Evaluation Committee. On behalf of GRP, Orr & Reno successfully argued to the Court that the Committee's 16 month adjudicative review and approval was lawful and reasonable. Under New Hampshire law, the Site Evaluation Committee is responsible for deciding all state and local regulatory issues applicable to energy projects, and in this case held nine days of hearings culminating in a unanimous decision granting GRP a certificate to construct and operate the wind park. Orr & Reno's energy and regulated utilities practice represents a number of renewable energy project developers and utilities.

Maureen McLean, the Director of Finance and Administration at Orr & Reno, was recently elected President of the Granite State Association of Legal Administrators. McLean has been involved with the group since 2003 and previously served as vice-president for two years. She will begin her term on April 1, 2010.

Prior to joining Orr & Reno 11 years ago, McLean was Director of Finance for the Town of Goffstown and Internal Auditor/Financial Analyst at Digital Equipment Corporation. She has a Master of Business Administration from Babson College and has been very active in her hometown of Goffstown serving on many boards including, the Library Trustees, elementary and middle school parent groups, Little League and Babe Ruth.

On March 16, the firm hosted a workshop on Zoning and Planning, part of its Legal Breakfast Series presented with the Greater Concord Chamber of Commerce.

The morning presentation by Attorneys Richard Y. Uchida and Rachel A. Goldwasser included information on critical zoning issues and obstacles, how to establish a development team and the typical process for development projects in Concord.

The presentation is available for download HERE.

To see the complete Legal Breakfast Series schedule, CLICK HERE.

Orr & Reno is proud to report that it has surpassed its paper waste reduction goals under the New Hampshire Department of Environmental Services Aspiring Leaders program. Under that program, the firm committed to a goal of recycling all of its office paper and purchasing only 20 percent post-consumer recycled content paper by 2011. Both goals were achieved two years early. In 2009, the firm recycled all of its office paper and all new paper purchased was 30 percent post-consumer content, which increased the recycled portion of the paper.

Orr & Reno was the first law firm in the state to join the Aspiring Leaders program, which encourages better environmental performance beyond the minimum required by laws and regulations. The program is the first tier of the NH Environmental Leadership Initiative for New Hampshire businesses with a strong environmental commitment. The New Hampshire Environmental Leadership Initiative was created by the state in December 2007 to achieve sustainability through adoption of best business practices. Orr & Reno’s waste reduction efforts work to reduce both harm to the environment and costs borne by the firm’s clients.

The New Hampshire Interest and Dividends Tax, RSA 77 (the “I&D Tax”) imposes a 5% tax on interest and dividends received by New Hampshire residents.

Prior to January 1, 2009, the I&D Tax was imposed on distributions from limited liability companies (“LLCs”) only if the ownership interests in the LLC were represented by “transferable shares.” Because most closely-held LLCs impose some form of transfer restrictions on their ownership interests (e.g., a right of first refusal in favor of the LLC or other LLC members upon a proposed transfer by a member, or a right of non-transferring LLC members to approve new members), the I&D tax effectively did not apply to distributions from most LLCs.

For tax years ending on or after December 31, 2009, the “non-transferable shares” exception has been repealed, and distributions received by a New Hampshire resident from any LLC are now potentially subject to the 5% I&D Tax.

All is not lost, however. A member’s LLC distributions will not be subject to the 5% I&D Tax to the extent that those distributions represent the value of personal services provided by the member to the LLC (“reasonable compensation”). Regulations proposed to be issued under the amended I&D Tax statute provide that a member distribution will not be subject to the I&D Tax to the extent that the LLC is allowed a compensation deduction for purposes of the New Hampshire Business Profits Tax imposed by RSA 77-A (the “BPT Tax”). See proposed Rev 903.10.

However, on audit, the New Hampshire Department of Revenue Administration (the “DRA”) has every incentive to minimize the amount of LLC distribution characterized as reasonable compensation and re-characterize these amounts as a distribution subject to the I&D Tax. When one considers that every dollar of distribution that can be re-characterized from reasonable compensation to taxable member distribution will result in the imposition of not only the 5% I&D Tax on the receiving member, but also will result in the imposition of the 8.5% BPT Tax on the LLC, it is clear that this will be a hot audit issue for the DRA in coming years.

The question of what is “reasonable compensation” is inherently based on the facts and circumstances of each taxpayer. However, there is a large body of federal and state tax case law and guidance on the subject, which offers a roadmap to taxpayers wishing to place themselves in the best possible position to defend against DRA attempts to impose the I&D Tax on a member’s reasonable compensation. LLCs and their members can take steps to calculate and document the value of members’ compensation, but to maximize effectiveness, these compensation planning steps should be taken now, early in the tax year, and not when the issue has been identified by the DRA on audit.

In the case of LLC’s created to hold real estate or other investments, special problems may arise in determining reasonable compensation, given that a DRA auditor may, without more, conclude that the LLC engages in little activity, and thus, any compensation should be minimal. We can provide special help and guidance if your LLC is such a company and a challenge to the compensation deduction occurs.

The tax and business lawyers at Orr & Reno, P.A. are available to help you navigate the new I&D Tax regime, including compensation planning issues. If you have any questions regarding how the revised I&D Tax will apply to distributions from your LLC, or what steps you can take now to place yourself in the strongest possible position to respond to a future DRA audit that attempts to limit the amount of LLC distributions that can be considered reasonable compensation, please contact either of the following members of our Core Business Group:

• Peter F. Burger, Esq.
• John M. Zaremba, Esq

The Concord Family YMCA presented a lifetime achievement award posthumously to the family of former Orr & Reno Attorney Ronald Snow at the YMCA's 157th Annual Meeting on February 9, 2010. This award recognized Ron's work and service to the Concord community and to the Concord Family YMCA. For many years, Ron was an active volunteer, member and board member of the Concord Y and was President of its Board from 1974 to 1976. Bob Wiita, who knew Ron professionally as well as through Ron's volunteer work with the YMCA shared with attendees at the Annual Meeting many examples of Ron's exemplary professional standards; his commitment to the community where he worked and raised his family and his passion to serve others less fortunate than himself. Bob’s presentation included stories of Ron's leadership role at the Concord Family YMCA; and his enthusiasm for entertaining young Y members with his magic show talents.

According to Concord YMCA Financial Development Director Susan Sokul, “The Concord Family YMCA was very pleased to present to the family of Ron Snow this lifetime achievement award for his leadership, fellowship, character and service to this organization exemplifying the YMCA core values of caring, honesty, respect and responsibility throughout his family and professional life.”

Orr & Reno, PA is the 2010 recipient of the Pro Bono Equal Justice Award presented by the New Hampshire Bar Association (NHBA) at the mid-Winter meeting held February 12, 2010.

New Hampshire Bar President James J. Tenn, Jr. presented the award to Orr & Reno for the breadth and depth of the firm’s commitment to the Pro Bono Program and the clients it serves. Attorney Martha Van Oot accepted the award on behalf of the firm.

“Always looking to expand the ways they can help, the volunteer lawyers at Orr & Reno consistently answer ‘yes’ when called upon to assist the Pro Bono Referral Program and its clients,” said Virginia A. Martin, pro bono director for NHBA. “In addition to taking cases involving domestic relations, housing, insurance disputes, immigration and estate planning, the Concord firm hosts an annual Pro Bono Referral Marathon every summer resulting in the referral of more than 30 cases in one day.

“Orr & Reno also provides valuable assistance in Pro Bono’s case review process, ensuring that applications for assistance are properly reviewed and meet established guidelines before being accepted into the Program,” she added. “Critical to the future vitality of Pro Bono, new associates at the firm are encouraged to participate in the Program.”

Attorneys Maureen Smith and Richard Uchida will be part of a panel focusing on current legal ethics issues at the New Hampshire Bar Association’s Mid-Winter Meeting to be held Friday, February 12.

Both Maureen and Richard have addressed professional responsibility issues for many years. They are long-standing members of the Bar’s Ethics Committee, which issues ethics opinions and reviews and makes recommendations to lawyers and the New Hampshire Supreme Court on ethics issues arising from the New Hampshire Rules of Professional Conduct. Maureen currently serves as Vice Chair of the Committee. Both lawyers have served as faculty members and lecturers at lawyer ethics seminars, including public sector lawyer training, professional liability seminars and programs on specific ethics rules and opinions.

Maureen is an environmental lawyer with more than 30 years of experience in the public and private sectors. She currently serves as Chair of the Environment and Natural Resources Section of the New Hampshire Bar. Richard is a respected business lawyer with expertise in real estate development and all areas of land use planning and regulation and served as the President of the New Hampshire Bar Association from 2005 to 2006. Both represent clients before the New Hampshire Supreme Court’s Professional Conduct Committee.

Attorney Richard Uchida will co-chair a task force for the New Hampshire Bar Association to create a new leadership academy. That academy will be created to train newer lawyers to become leaders in the New Hampshire Bar Association, in the legal profession and in their communities, and to enhance their individual professional leadership skills.

Richard is a business lawyer with expertise in real estate development and all areas of land use planning and regulation. He is very active in the New Hampshire Bar Association, serving as the organization’s president from 2005 to 2006, and as a member of its Board of Governors from 1996-2007. He is also involved in teaching and other outreach initiatives as a past adjunct professor of Professional Responsibility at Franklin Pierce Law Center and as a lecturer at numerous state and national bar meetings on leadership and the future of the profession.

Richard will co-chair the task force with current NHBA Vice President Attorney Jennifer Parent. Orr & Reno Attorney Joshua Pantesco will also serve on the task force.

On January 26, the firm hosted a workshop on Employment Issues, part of its Legal Breakfast Series presented with the Greater Concord Chamber of Commerce.

The morning event included information on selected employment law and employment-based immigration hot topics and updates on new employment and immigration legislation by Attorney Steven L. Winer.

The presentation is available for download:

• Employment Issues by Steven L. Winer

To see the complete Legal Breakfast Series schedule, CLICK HERE.

Attorney Judy A. Fairclough is a contributing author to the new book “A Practical Guide to Divorce in New Hampshire.”

The book, published by MCLE New England, provides straightforward guidance, applied law and inside tips from marital masters and experienced divorce practitioners from around the state who share their techniques, tips, strategies and best practices for handling a variety of legal issues in the context of divorce.

Fairclough specializes in family law and chairs the family law practice group at Orr & Reno. She handles a variety of cases including divorce, modification actions, prenuptial agreements, and marital mediation. Fairclough is the vice chair of the family law section of the New Hampshire Bar Association, case review attorney for the Pro Bono Referral Program, and a New Hampshire certified marital mediator. In 2009, she was recognized as a “Best Lawyer in America” for family law.