Articles By Jennifer Granzow

About Jennifer Granzow

Ms. Granzow holds a JD from the Syracuse University College of Law. Her practice is concentrated in the areas of business and corporate law, real estate, economic development, and government relations, with an emphasis on grants and public funding.

ON WEDNESDAYS, WE WEAR PINK.

 

1 in 8

With credit to the movie Mean Girls for my blog post title today, I am setting aside humor for the moment.  Let’s talk some real talk here. October is Breast Cancer Awareness Month.  It’s not about wearing pink (but feel free – I love it, too). Some facts for you:

In the United States, 1 in 8 women, and 1 in 1,000 men will be diagnosed with breast cancer in their lifetime.

After skin cancer, it is the most common cancer diagnosis for women, accounting for an expected 30% of all new cancer diagnoses in women this year.

There will be over 300,000 women who will get that life-changing call from their doctor this year.

In 2017, there were well over 3 million US women who either currently have, or previously had, breast cancer.

Up to 10% of cases of breast cancer are caused by a genetic mutation (see more here about BRCA1 and BRCA2).

Less than 15% of those diagnosed have a family member who had breast cancer (with the risk almost double for those whose mother, daughter or sister are diagnosed) but an overwhelming 85% of those diagnosed have no family history of breast cancer.

Proper routine screening is instrumental in early detection of breast cancer.  It is still true that in many cases that by the time it is able to be imaged, the cancerous cells have already been in the body for years.  Standards in the United States recently changed, moving the year for baseline mammography for women with no family history of breast cancer to 45 from the former standard of 40.  There is currently available 3D imaging, called tomosynthesis, that is a remarkable improvement over traditional 2D imaging. If you’d like to see a kind of mind-blowing example of that improvement, and learn a little more about the battle to require insurers to cover this advanced imaging, click here.

Those with heightened risk factors should seek the guidance of a trusted physician specializing in breast health, to determine when and how frequently to screen using either mammography, ultrasound, MRI or some combination of the three.

Regular self-examination is also recommended. For more information about proper technique, click here.  There can also be external, visible changes to breast tissue that are indicators of possible breast cancer.  This infographic from Know Your Lemons is excellent.

12+signs+of+breast+cancer+using+lemons

 

As much as I love the color pink, all the so-called “pinkwashing” – pink colored items to bring awareness to breast cancer research – doesn’t actually amount to dollars for research or the support of warriors fighting the battle. If you would like to help make a difference in the fight against breast cancer, we like these local organizations:

http://findacurecny.org/wp/

http://www.saintagathafoundation.org/

https://www.facebook.com/bottlesforacure/

https://www.plannedparenthood.org/get-care/our-services/womens-services

Most importantly, in October and every other day of the year, we wish you the best of health.

 

Pictures:

National Institutes of Health

worldwidebreastcancer.org

 

Jennifer Granzow

Ms. Granzow holds a JD from the Syracuse University College of Law. Her practice is concentrated in the areas of business and corporate law, real estate, economic development, and government relations, with an emphasis on grants and public funding.

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“Dela-where? Why You Should Probably Incorporate Your New York Business Here in New York”

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It is often said that Delaware is one of the best states in the nation for business incorporation.  This thought process stems from several factors including tax benefits, flexibility of law, and longevity and consistency in legislation and court decisions.  However, small businesses doing business primarily in New York are unlikely to realize these benefits, and, thus, are more likely to benefit from incorporating in New York.

Large corporations see three primary benefits from incorporating in Delaware.  First, there are several cost saving benefits.  For example, corporations incorporated in Delaware, but not transacting business in the state, are not subject to corporate income taxes, and shares of stock owned by those who reside outside of Delaware are not subject to Delaware taxes.  Further, the cost of incorporation is one of the lowest in the country.  Second, corporations benefit from Delaware’s corporation laws.  Delaware law allows one person to hold all of the offices of a corporation; does not require shareholders, directors, or officers to reside in Delaware; and provides great flexibility in establishing the maximum number of authorized shares of stock.  Finally, corporations benefit from Delaware’s unique court system.  Corporate legal matters are handled exclusively by the Delaware Court of Chancery.  The long standing Court system provides quick resolution of conflict, specialized rules regarding the award of attorney’s fees (which encourage expedient settlement of conflicts), and over one hundred years of common law dedicated to interpreting commercial litigation issues.

However, “closely held” (i.e. small business) corporations doing business primarily in New York are often better off skipping the middle man and incorporating directly in New York.  To begin, New York requires that businesses organized in other states doing business primarily in New York register as “foreign corporations.”  This registration process costs nearly as much as incorporating in New York, and the business must still pay to incorporate in Delaware.  While the corporation may not be required to pay Delaware taxes, as a corporation doing business primarily in New York it will still be subject to a variety of New York taxes.  And, if the business is a private rather than public corporation it will not realize any of the stock benefits available to Delaware corporations.  Finally, by incorporating in Delaware a business subjects itself to a lawsuit in the state of Delaware.  For a small business the costs of traveling out of state to litigate a dispute could be extensive.  Additionally, in 1993 the New York Supreme Court developed a Commercial Division which is exclusively responsible for commercial litigation matters.  While the New York Commercial Division cannot boast the longevity of the Delaware Court of Chancery, New York is well on its way to streamlining the way it handles complex commercial litigation.

While there are many benefits for large corporations to incorporate in Delaware, for small businesses doing business primarily in New York it is probably best to stick close to home when incorporating.  That being said, each business’s needs are unique.  If you are considering incorporating your New York based business contact Jennifer Granzow, at Wladis Law Firm to discuss which state may be best for your incorporation needs.

Photo: http://www.glasbergen.com/wp-content/gallery/cartoons/toon-1907-1.gif

Jennifer Granzow

Ms. Granzow holds a JD from the Syracuse University College of Law. Her practice is concentrated in the areas of business and corporate law, real estate, economic development, and government relations, with an emphasis on grants and public funding.

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WHAT’S NEW IN NEW YORK STATUTES – 2017

Law

I love a good list, don’t you?  I particularly enjoy that sense of satisfaction when I am able to cross something off my list – and fully admit that there are some days when I just need to add little things to the list just so I can feel that accomplishment.  Yes, “pack lunches”, that’s done.

We’re about to roll into the Memorial Day holiday weekend, so here is a list just for you, a quick read so you can cross “read the list” off your list.  Following are some key new laws that have taken effect here in New York in 2017

 

 

Picture: www.ldanj.org

Jennifer Granzow

Ms. Granzow holds a JD from the Syracuse University College of Law. Her practice is concentrated in the areas of business and corporate law, real estate, economic development, and government relations, with an emphasis on grants and public funding.

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IT’S TRUE WHAT THEY SAY.

 

Volunteer

No doubt you have heard someone who did an act of kindness say that they got more out of it than the person they helped. It’s not just a feel-good statement intended to deflect attention away from the helper.  There are concrete benefits to volunteering in your community that go well beyond the assistance to people and pets in need.  When you give of your time and expertise, the rewards are rich.

Being a volunteer is a great way to become engaged in your local community and build a strong network. You will meet others who share similar interests, and have the opportunity to develop relationships with them that will be helpful outside of the volunteer setting.  It’s a resume builder, and it helps you build your business.

Volunteering gives you a chance to learn new things, contributing to your growth and development on both a personal and professional level. You might learn the right way to pound a nail from Habitat for Humanity, or how to care for a rescue dog from Helping Hounds.  You might also learn how to fundraise, how to plan special events and meetings, and how to build support for important projects.  These are all skills that are transferable to other areas of your life.

When you volunteer for an organization, you get a chance to really spread your wings.  You can try out new activities and interests, and in the process, you might discover something that really makes your heart sing.

Last but certainly not least, being a volunteer will bring you joy and happiness.  It really, truly does make you feel good to be part of something that is bigger than you, something that makes life better for others and improves your community.

Now more than ever, we live in a world where acts of kindness are especially needed.  If you are looking for ways to get involved, here are a few suggestions for groups that are near and dear to us, and that can use your helping hands.

Jewish Federation of CNY

Early Childhood Alliance

The Carol M. Baldwin Breast Cancer Fund (as an aside, bring us your returnable cans and bottles and we will give them to Laurence Segal, a guy who has found a real purpose by volunteering)

Meals on Wheels of Eastern Onondaga County

Habitat for Humanity

Cuse Pit Crew

Arise, Inc.

 

 

 

Picture By: clipartfest.com

 

Jennifer Granzow

Ms. Granzow holds a JD from the Syracuse University College of Law. Her practice is concentrated in the areas of business and corporate law, real estate, economic development, and government relations, with an emphasis on grants and public funding.

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‘TIS THE SEASON TO BE…STRATEGIC!

giveAs the year winds to a close (or, let’s be honest, steamrolls toward December 31) and we take time to appreciate and give thanks for our many blessings, our thoughts inevitably turn to those in need.  Of course, part of the reason for that is the barrage of phone calls, email and snail mail solicitations from organizations hoping to be included in our annual charitable giving.  Whoever said that it is better to give than to receive was right.  For so many of us, our needs are met and we are able to focus instead on our wants.  Lucky us.  Seriously.  Wouldn’t it feel better to help make a difference in the life of someone who really needs it instead of getting another trinket you don’t need and will discard when the next big thing comes along?

Altruism is fantastic, we are big fans here.  We like to give with our whole hearts and we love it when you do, too.  We are also big fans of being smart about where we make our charitable donations, and we don’t hate the idea of getting a break on our income taxes in consideration of our largesse.  Or smaller-gesse, as the case may be. As you make your plan for giving, to take advantage of that deduction, you need to itemize on your income tax return and you need to be sure that the group to which you donate is a qualified exempt organization.  The IRS has a great tool that allows you to check whether a group has exempt status.  Just because an organization may be a not for profit corporation doesn’t mean that your donation to it is tax exempt – it must be an exempt organization that has applied for and received 501(c)(3) exempt status.  Note, though, that most (not all) churches, synagogues, mosques and other places of worship are generally exempt even though they may not always be searchable with the IRS’ tool.  Your donations to non-exempt organizations will also no doubt make an impact in helping those groups achieve their missions, you just won’t be able to deduct the gift on your tax return.

Since we are talking about taxes, your tax benefit can be twofold if you make a donation of appreciated assets to an exempt organization.  Not only will you have a charitable deduction in the amount of the value of the gift, but you can also avoid capital gains tax.  Twice as nice!

Before you make your donation, you may want to do a little homework first.  Are you making your donation to the correct entity?  There are many similar named groups out there, and you should take the time to be sure that when you write your check, it’s really going to who you intend to support.  You should also take a few minutes to background check the group to see how much of every dollar donated actually goes toward funding the charitable mission.  You can look up online to see how a group stacks up, and how well it is rated in the charitable giving world.  If you want to support a particular cause, you can do a little research to see which group will allow your donation to make the maximum impact for the cause and not as much for the administration of the organization itself.

In terms of record keeping, be sure to get a receipt for your donation.  If you have automated the process through payroll deduction or other mechanism, make sure you get documentation to prove the total of your contributions for the year. While you can’t get (tax) credit for your time spent volunteering, you can deduct your expenses associated with volunteering – mileage, tolls, parking, things like that.

While it’s the year-end that has us thinking about charitable giving today, we hope that you will make a promise to support an organization that is near and dear to your heart and that you will show it love all year long. Get out in your community, look around, see a need and address it. Next week, our firm will distribute thousands hats and pairs of gloves to children in the Syracuse City School District, carrying on what is now a twenty-year tradition originally begun by our beloved and missed mentor, George Wladis.  When you make a commitment and stick with it, maybe, just maybe, your heart will grow three sizes.

Photo: enterlinedesign

Jennifer Granzow

Ms. Granzow holds a JD from the Syracuse University College of Law. Her practice is concentrated in the areas of business and corporate law, real estate, economic development, and government relations, with an emphasis on grants and public funding.

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THE HANDS THAT BUILT AMERICA

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Remember how excited we all were a few months ago when Memorial Day rolled around, signaling the unofficial start of summer?  Then school let out, people took summer vacations, we flipped burgers on backyard grills and oohed and aahed over fireworks displays when we celebrated our nation’s independence on July 4.  September 5th is fast approaching, and while to many of us, it is symbolic of the end of summer and a return to the grind, the day has significance that is absolutely deserving of our honor and respect.

New York was one of the first states to recognize a labor day holiday (Oregon, that trendsetter, beat us to it).  In 1894, President Grover Cleveland signed into law legislation declaring the first Monday in September a federal holiday – Labor Day.  Distinguished from what was then called May Day and is now known as International Workers Day, Labor Day is a holiday that is intended to honor the dignity of labor. Labor built this nation. Labor paved the roads, it built the skyscrapers, and it connected the east and west coasts via the infamous golden spike in the Transcontinental Railroad. American labor built cars and machinery, labor sewed your suits and bedsheets, your favorite pair of broken in jeans. Labor built America.  We should all take time to recognize and appreciate the efforts of the Americans before us who helped to create this great nation, and whose labor built one of the strongest economies in the world.

How do we, personally, define “an honest day’s work”? What does hard work mean to you?  If you spend your hours researching and writing, does that have more value than the work of your neighbor who spent her day installing water mains and conduits? Which one is labor?  Is it both?  Part of our pursuit of the American dream is that parents want more for their children than they had themselves. The path to success is to go to college and get an education, because that diploma is the key to opening the door to your future. That is still, for the majority of us, what we expect of and hope for our children. Go to a good school. Get a degree. Maybe go to graduate school. Get a good, high paying job to support yourself and your family and never have to do back-breaking labor to be able to get by.

Maybe it is time to re-think things a bit, though. The price of a college education has risen at an incredible rate.  Just by way of personal example, the all-in cost of my private four year university has more than tripled in the few short (okay, okay, 25) years since I graduated. Students are graduating from college with an enormous debt load, debt they freely and willingly incurred because the expected return was a high-paying job that would be unavailable to them without that degree in hand. While that still may be the case, it isn’t the only route to success, and it certainly isn’t the best route for everyone. Not every kid is going to excel in college, and not every kid is going to graduate and land the dreamed-about job – and for those young people, the student loan debt will be crushing.

This brings me back to where I started. Labor. The value of hard work. Honor and dignity in working with your hands. According to the Bureau of Labor Statistics, there are in excess of three million skilled jobs available, which points out very clearly that we have a skills gap because there are not enough people entering the skilled trades to fill the jobs. Maybe, instead of going to college, your daughter might consider entering an apprenticeship where she can work while she learns, get actual on-the-job training, and then when her peers are graduating from college, she can be a qualified electrician/steamfitter/ironworker, with no college loan debt, and earning a starting salary and benefits comparable to if not better than those friends with the bachelors degrees.  There is upward mobility in the skilled trades, as well, and the six figure income standard of success is quite attainable.

We all have our own definitions of success, what it means to have made it. For some, that is a college education and the kind of job that requires a degree. For others, it’s entry into a skilled trade. On this Labor Day and every day, let’s take time to honor them both. One is not more worthy of our respect than the other, and both are essential to the continued growth of the awesome America that labor built.

 

Photo By: Mark Walter, 500px.com

Jennifer Granzow

Ms. Granzow holds a JD from the Syracuse University College of Law. Her practice is concentrated in the areas of business and corporate law, real estate, economic development, and government relations, with an emphasis on grants and public funding.

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HEY, BIG SPENDER! THE 2016 FINAL RULE ON OVERTIME

PunchcardsOn Wednesday, May 18, 2016, the US Labor Department issued its final rule on overtime compensation, significantly raising the threshold over which certain salaried workers will become eligible for time-and-a-half wages for overtime. This rule change is connected to the Fair Labor Standards Act and was instigated by President Obama in 2014.  It sets the salary limit at $47,476 per year, which is the equivalent of the 40th percentile of salaries in the nation’s lowest income region.  The new rule also will implement a built in tool to adjust the salary limit every three years to keep up with current wage standards. Not all salaried employees whose annual income is at or below the new level will be eligible to earn overtime wages, however.  Exemptions for certain classes of employees, notably including doctors and teachers, continue to exist.  The rules changed for Highly Compensated Employees, as well, but the greatest impact will be felt for workers in the middle class.

Federal regulation of overtime wage standards relates back to the 1938 minimum wage law, which set a nationwide standard designed to protect workers and ensure that they would be able to earn what was then a very conservative living wage.  American wages have not followed the same growth trajectory as has the cost of living, and minimum wage no longer translates to a living wage – although there have been recent legislative movements to bridge that gap at least on a local level.

The last adjustment to the Labor Department’s overtime rule was in 2004, and the wage level set then was $23,660.  Wednesday’s change will mean that an estimated 4.2 million workers will now become eligible for overtime pay, and around 9 million already-eligible workers will now have legal protection to prevent the denial of overtime wages based on a duties test (ie, if the employee were deemed to be a professional with broad decision making authority).  This hard-line salary level rule removes the objectiveness of a duties test, leaving no question about whether an employee qualifies. Even with this new rule, fewer middle class workers will qualify for overtime (7%) than they would have by 1975 standards (60%) when adjusted for inflation (that wage figure would exceed $50,000 annually).

The practical implications of this final rule could have a negative impact on some workers, however.  Employers may either increase an employee’s base salary slightly above the limit in order to avoid having to pay overtime, or to avoid hiring additional staff to meet work demand. Employers argue that this new rule is costly to implement, and that it will also be damaging to worker morale as employees feel the need to justify their working hours.

The increase in overall earnings of these newly-eligible workers will be a boost to the economy.  As these qualifying employees have higher earnings, they will be able to pay down debt and also have greater discretionary spending dollars.  When those dollars are spent, they generate income within communities, and account for significant increases in tax revenues. This action by the Labor Department is an important step toward bolstering the strength of the middle class.

If you’d like to read the Office of Management and Budget’s approved final version of the rule (still subject to minor changes before publication in the Federal Register), you can follow this link.

 

 

 

 

 

 

Jennifer Granzow

Ms. Granzow holds a JD from the Syracuse University College of Law. Her practice is concentrated in the areas of business and corporate law, real estate, economic development, and government relations, with an emphasis on grants and public funding.

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How a Bill Becomes a Law

Capitol_Building_Full_View

Schoolchildren of the seventies learned about how our government works by watching Schoolhouse Rock videos. Aimed at a young audience, these short clips provided an entertaining and memorable method to learn some basic civics lessons.  If you want an example, click here, and soon you, too will be singing “I’m just a bill on Capitol Hill…”. It’s a good introduction to today’s topic – how a bill becomes a law.

Starting With An Idea

The first step in the process is the formation of an idea.  Someone, or a group of people – regular citizens or elected officials – faces a particular situation and says “You know, there really ought to be a law that says…”. That individual or group must next find a member of the House of Representatives who will champion the cause and sponsor legislation to make that idea ultimately become a law. The Representative and her staff will take the idea and convert those thoughts into a bill, which is an initial draft of what the Representative hopes will one day become a law. The Representative (now the bill’s sponsor) will then discuss the bill with her colleagues, so that they will be well informed and support her efforts to advance the bill.

The Committee Process

Once the idea has been transformed into a bill, and there is a sponsor and other Representatives have joined with the sponsor to help move the bill forward, the sponsor will introduce the bill to the House of Representatives. The bill is delivered to the clerk of the House, and the Speaker of the House will then assign it to the appropriate committee for consideration. There are numerous standing committees of the House of Representatives, which act as initial clearinghouses for the consideration of bills before they are introduced to the full House.  There are committees on appropriations, agriculture, small business, and veterans’ affairs,to name a few.  After the bill has been sent to committee, it will be researched, debated, and edited.  If the committee feels that additional scrutiny is needed, it can send the bill to a subcommittee, which will undertake further inquiry before reporting back to the committee on its findings.  The committee will determine whether the bill should advance to the full House, or whether it is not appropriate for further consideration – what is commonly known as “dying in committee.”

US House of Representatives chamber

US House of Representatives chamber. Image via aoc.gov.

The committee will report on the bill to the full House of Representatives, which will then have its first opportunity to debate the subject matter. As you can imagine, the debate can be quite spirited, with opponents and proponents offering their opinions about the merits of the bill. Throughout this process, further edits to the bill may be made in order to address concerns raised by the members of the House of Representatives, and at the end of the debate and revision process, the members will vote on the bill. Their votes can be recorded in one of three ways:  by voice, by standing, or by the use of an electronic voting system that records the votes. If the bill is approved by a simple majority of the House of Representatives, then the clerk certifies it and it is on its way to the Senate.

On To The Senate 

The process in the Senate is almost identical to that of the House of Representatives.  Just as there is a House sponsor of the bill, support will also have been garnered among the Senators, and there will be a Senate sponsor and a number of other Senators who will speak on its behalf.  After going through the same committee process as it went through in the House of Representatives, eventually the bill will come to the floor of the full Senate.  It will be debated, it will be edited, and then it will be voted upon.  In the Senate, however, all votes are voice votes.  If the bill gets a simple majority of Senators voting in its favor, then the next step is to make its way to the President for the final leg of its journey to become a law.

The President’s Role 

President Kennedy signing the Mental Health Law.

President Kennedy signing the Mental Health Law. Image via delmarvanow.com

The President has three choices when it comes to what he will do with any bill that comes before him after approval by both the House of Representatives and the Senate. He can sign it, in which case it becomes the law of the land, and will be implemented and enforced. In the alternative, he can veto the bill, and send it back to the House of Representatives with an explanation of why he has decided to exercise his veto power. The whole process can repeat itself, with the bill moving again through the House and Senate, but in order to override the Presidential veto, this time, a supermajority of support is required (2/3).

In the generally unlikely event that the House and Senate feel so strongly about a vetoed bill that they are able to pass it with a supermajority, then the bill becomes a law despite the President’s original veto. The third and final option of the President is what is known as a pocket veto. Exercise of a pocket veto simply means that the President determines to do nothing with respect to a particular bill, as though he tucked it into his jacket pocket with no further action. Timing is key for a pocket veto – if Congress happens to be in session when the bill is pocketed, then after 10 days, it becomes law. If Congress is not in session, then after that same 10 day period, nothing happens – the bill doesn’t become a law, and if Congress wishes to make it law, it must restart the entire process anew.

To see what the House of Representatives has introduced to the floor this week, click here.  To search the status of a House bill that interests you, or to see what your elected representative has in the works, click here.  For information on active legislation before the Senate, click here. To see what the Senate voted upon, and how your elected member of the Senate voted, click here.  Lastly, to entertain yourself and get a brush-up on history and civics, watch some more Schoolhouse Rock videos here.

 

Jennifer Granzow

Ms. Granzow holds a JD from the Syracuse University College of Law. Her practice is concentrated in the areas of business and corporate law, real estate, economic development, and government relations, with an emphasis on grants and public funding.

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