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Chapter 26: Specific Situations & Conclusions
Chapter 25: Other Advanced Methodologies
Chapter 24: Captive Insurance Companies
Chapter 23: Advanced Life Insurance and Annuity St...
Chapter 22: Management Companies, Leasing Companie...
Chapter 21: Foreign COPEs
Ch. 20: Domestic COPEs and Series LLCs
Ch. 19: Charging Order Protected Entities
Ch. 18: Foreign Corporations and IBCs
Ch. 17: Domestic Corporations
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March 2007

   Recommended Reading

Financing Accounts Receivables for Retirement and Asset Protection
by Ronald J. Adkisson

Accounts Receivables Financing

   See Also

Riser Adkisson
http://www.risad.com

 

APB Book Chapters

Friday, March 30, 2007

Ch. 17: Domestic Corporations

Ch. 17: Domestic Corporations

General Corporation Law

Links to the Delaware General Corporation Law and selected opinions interpreting that legislation are available at
http://www.assetprotectionbook.com/delaware.htm

Synopsis: Discusses basic operation of the Delaware General Corporation Law.

Definition: Registered Agent -- An agent for the corporation who is domiciled in the state of incorporation and is available to receive service-of-process on behalf of the corporation.

Corporations and Bankruptcy Remote Entities

Synopsis: Discusses the importance of creating liability-producing corporations as bankruptcy remote entities.

Definition: Bankruptcy Remote Entity (BRE) -- A business entity structured so that in the event of a bankruptcy the liabilities created by the entity do not pass to any other entities or assets of the owner.

Choosing the State or Incorporation

Synopsis: Discusses the relative importance of choosing the state of incorporation, and the concerns where the corporation will hold real state in another state.

Rights of Creditors

Synopsis: Discusses forum-shopping strategies by creditors to get around the corporate protections.

Professional Corporations

Synopsis: Discusses the benefits of professional corporations.

Definition: Professional Corporation (PC) -- A form of corporation that can have only certain licensed professionals as shareholders, and which typically does not protect the professional shareholder from lawsuits brought alleging their professional negligence.

Registration of Foreign Corporation

Synopsis: Discusses the necessity of registering a corporation in a particular state when it has been incorporated elsewhere.

Nevada Corporations

Synopsis: Discusses Nevada corporations, and how Nevada corporations are shamelessly marketed by promoters as being much more effective than they really are.

Definition: Nevada Corporation -- A corporation formed in Nevada pursuant to Nevada's corporation act, which provides debtors some advantages not typically found in the corporation laws of other states. Unfortunately, the advantages are usually grossly overstated by promoters who arrange structured based on Nevada corporations that have very serious flaws from the asset protection perspective. Nevada corporations are usually the primary part of the "Asset Protection Consultants" scam that is run from Nevada.

Links to the Nevada Corporation Law and selected opinions interpreting that legislation are available at
http://www.assetprotectionbook.com/nevada.htm

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Wednesday, March 28, 2007

Ch. 6: Fraudulent Transfer and Bankruptcy Considerations

Ch. 6: Fraudulent Transfer and Bankruptcy Considerations

Introduction

Definition: Fraudulent transfer (also known as a fraudulent conveyance) -- A transfer in derogation of the rights of a creditor to satisfy his judgment against the assets of the debtor.

The Uniform Fraudulent Transfers Act (UFTA)

Synopsis: Discusses the basic operation of UFTA, including how UFTA creates remedies for certain creditors who appear only after the transfer has taken place.

Definition: Uniform Fraudulent Transfers Act (UFTA) -- A statute that sets forth the fraudulent transfer laws of most states.

More information on the Uniform Fraudulent Transfers Act, including the text of the Act, original source materials, our commentary, and an exhaustive collection of the cases interpreting the Act, are available at
http://www.assetprotectionbook.com/fraudulenttransfers.php

Badges of Fraud

Synopsis: Discusses the result-oriented "bad tuna" test known as the "Badges of Fraud" that allows a judge to make a finding that a transfer was fraudulent even if the bright line tests were not met.

Definition: Badges of Fraud -- In the fraudulent transfer context, a historically recognized non-exclusive list of circumstances that tend to show that the debtor intended to make a transfer in derogation of the rights of creditors.

The Badges of Fraud are found in Section 4(b) of UFTA at
http://www.assetprotectionbook.com/section_4_future_creditors.htm but please note that this list is not exhaustive and other facts may be considered. Indeed, under the Common Law, many more Badges were identified.

Federal and State Bankruptcy Laws

Synopsis: Discusses basic federal bankruptcy procedure, preferential transfers, and the interaction of the federal bankruptcy laws with state bankruptcy laws and exemptions.

Definition: Preferential Transfer -- A transfer that has the effect of alienating property in advance of a bankruptcy filing, and which may usually be set aside by the bankruptcy court within a defined time period.

What Is "Acceptable" Prebankruptcy Planning?

Synopsis: Discusses planning done in advance of a bankruptcy filing to protect assets that will typically not be set aside at preferential transfers.

Definition: Pre-Bankruptcy Planning -- Planning that is done immediately in anticipation of a bankruptcy filing, and which seeks to maximize exemptions and avoid claims of preferential transfers.

Proposed Bankruptcy Reform Legislation

Synopsis: Discusses anticipated changes to the federal bankruptcy laws that would have the effect of eliminating several favorable state exemptions, such as unlimited homestead protection.

Summary of New Bankruptcy Act, by Jay Adkisson

Involuntary Bankruptcy as a Creditor Strategy, by Richard Reynolds

Criminal Issues in Bankruptcy

Synopsis: Discusses the criminal penalties for bankruptcy fraud and similar misconduct.

Case Study: In re Stephen Jay Lawrence: Out of the Frying Pan and into the Fire

Synopsis: The example is given of the
Stephen J. Lawrence case and how by filing bankruptcy he converted a purely civil dispute into years of jail time.

More information on the Lawrence case is available at
http://www.assetprotectionbook.com/Lawrence.htm

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Ch. 4: Goals of Asset Protection

Ch. 4: Goals of Asset Protection

Favorable Psychology of Settlement

Synopsis: Discusses the psychology of settlement as it relates to asset protection planning.

Definition: Psychology of Settlement -- The parties' consideration of the totality of circumstances involved in a case as impacting their decision to settle the case or continue litigation.

Subtlety

Synopsis: Discusses the foolishness of "in your face" asset protection planning, and the importance of subtlety in planning.

Creation of Offensive Opportunities

Synopsis: Discusses planning that encourages creditors to overreach, thus creating counterattack opportunities for the debtor.

Transference

Synopsis: Discusses planning that has the effect of transferring responsibility to a third-party, such as an insurance company.

Totality

Synopsis: Discusses the importance of protecting all significant assets from creditors.

Containment

Synopsis: Discusses the encapsulation of liability within entities.

Definition: Bankruptcy Remote Entity (BRE) -- An entity that acts to contain and resolve litigation away from valuable assets, and which can file for bankruptcy without subjecting the valuable assets to the bankruptcy proceeding.

Flexibility

Synopsis: Discusses the importance of flexibility in the asset protection plan to meet changing circumstances and evolution of the laws.

Redundancy and Diversity

Synopsis: Discusses the importance of making components of the asset protection plan "fail safe".

Definition: Defense-In-Depth -- A strategy whereby multiple layers of defenses are created with the idea that even though the creditor might ultimately be able to break through each layer, the creditor will eventually be worn down and settlement will be facilitated.

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