Orr & Reno, PA is pleased to announce it is partnering with Greater Concord Chamber of Commerce to present a Legal Breakfast Series covering topics relevant to small business owners, business and non-profit managers.

Legal Breakfast Series workshops are free of charge and will be held from 8-9 a.m. at the offices of Orr & Reno, located across from the State House in Concord at One Eagle Square. Bagels and coffee will be provided. Please register with the Greater Concord Chamber of Commerce by the Friday before the event at 603.224.2508 or please visit www.concordnhchamber.com.

September 21, 2010, 8-9am: Basics of Business Start Ups and Entity Choice Learn the basic elements to choosing among a limited liability company, partnership or corporation. Presented by Attorneys Peter Burger and Heidi Cole.

October 19, 2010, 8-9am: Fundamentals of Buying and Selling a Business Examine two steps common to preparing for a sale or purchase of a business. Presented by Attorneys Peter Burger, Richard Uchida and Justin Boothby.

November 16, 2010, 8-9am: Protecting Your Trademarks, Domain Names and Copyrights Understand the importance of your brands and creative products and the keys to protecting them. Presented by Attorneys Jim Laboe and Jeff Spear.

Dates for the 2011 seminars in this series will be announced soon. For more information or to register, please contact the Greater Concord Chamber of Commerce at (603) 224-2508, info@concordnhchamber.comor visit www.concordnhchamber.com to register online.

Attorneys from Orr & Reno hit the phones to help the non-profit Legal Advice and Referral Center find lawyers willing to take on pro bono cases during a Pro-Bono Referral marathon in July. The attorneys worked the phones to recruit other New Hampshire attorneys to represent indigent New Hampshire residents who are in need of legal assistance. The group made 27 referrals, which is a record for 2010, especially noteworthy since this was a half-day marathon.

Pictured are (left to right, standing) John Arnold, Joshua Pantesco, William Chapman, and Michael Cretella. Seated is Steven Winer.

Best Lawyers has awarded 11 Orr & Reno attorneys the honor of being listed among the Best Lawyers in America 2011. The List, published annually includes over 29,000 attorneys across the country.

Orr & Reno is a full-service law firm with a statewide presence and office in Concord, New Hampshire. Recognized for their outstanding performances, the following attorneys were listed for their work in these practice areas and specialties:

• William L. Chapman - Appellate Law & First Amendment Law
• Peter F. Burger - Corporate Law & Real Estate Law
• Judith A. Fairclough - Family Law
• Susan S. Geiger - Energy Law
• Howard Moffett - Energy Law & Health Care Law
• James Morris - Real Estate Law
• Douglas L. Patch - Energy Law
• Emily Gray Rice - Legal Malpractice Law
• George W. Roussos - Government Relations Law & Insurance Law
• Richard Y. Uchida - Real Estate Law
• Martha Van Oot - Legal Malpractice Law

Many of the lawyers have been recognized by Best Lawyers before, including William L. Chapman and Martha Van Oot who have been honored for at least ten years.

Best Lawyers has been a well-respected source in the legal profession for 25 years, and it is considered the “most honorable, unbiased source of legal referrals anywhere.” The list is created with results from fellow attorneys’ peer-review surveys.

The law firm of Orr & Reno PA is proud to announce that it has been recognized as a 2010 high rated law firm in New Hampshire by Chambers USA. In addition, 7 individual attorneys were recognized as key players and leaders in their fields.

Orr & Reno ranked high as a firm in the areas of Corporate/Commercial, General Commercial Litigation, and Labor and Employment. In addition, Richard Uchida was recognized for his Real Estate and Land Use practice.

Chambers USA ranks the leading firms and lawyers in an extensive range of practice areas throughout America. The research is in-depth and client focused, and the guide is read by industry-leading companies and organizations throughout the US and worldwide. Chambers USA offered the following commentary about Orr & Reno’s listings:

Corporate/Commercial

This Concord-based firm advises on all aspects of business law and has additional expertise in real estate and development matters. As well as representing clients throughout New England it has acted for organizations based in Russia, Germany, Switzerland and Austria. According to sources interviewed, "This team has a good, practical approach and a broad skill set."

KEY INDIVIDUALS: Interviewees describe Peter Burger as "an outstanding corporate lawyer," praising the breadth of his knowledge and the commerciality of his advice. He provides clients with general business and tax law counsel and assists with sales and acquisitions.

Labor & Employment

This Concord-headquartered firm has experience of a range of employment matters, from counseling to workplace investigations and litigation. Its client base covers a variety of industries, including manufacturing, retail, education, healthcare, technology, financial services and hospitality. Sources said, "This well-established New Hampshire firm houses a number of respected and knowledgeable attorneys."

KEY INDIVIDUALS: Emily Gray Rice splits her practice between employment litigation and medical and legal malpractice defense. Interviewees describe her as "experienced and wise - a top-notch attorney." Steven Winer is well regarded for his expertise in employment and immigration law.

Litigation: General Commercial

Orr & Reno's litigation practice provides representation in a variety of commercial disputes. Commentators reserve particular praise for its land use, professional liability and media and defamation-related work. The team has much experience in cases necessitating access to records and proceedings relating to the New Hampshire and US constitutions, the New Hampshire Right-to-Know Law and the Freedom of Information Act. Its broad client base includes hospitals, insurance companies, electronic and print media businesses and legal professionals. Sources said, "An excellent team of litigators with a big presence in New Hampshire."

KEY INDIVIDUALS: Emily Gray Rice is a "highly respected and extremely knowledgeable" trial attorney who focuses on professional malpractice and products liability defense. She also handles employment, media and civil rights cases. Her clients include major New Hampshire television station WMUR-TV. William Chapman is an authority on media-related litigation and he has considerable experience of cases involving access to records. The equally highly regarded Martha Van Oot has expertise in commercial and employment disputes and defends clients against professional malpractice claims. James Bassett is "a gentleman and a top-flight lawyer" who also acts in commercial and employment disputes. He also has much experience of media litigation involving access to records.

Land Use & Real Estate

Richard Uchida was praised by interviewees for his practical and intelligent approach.

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.

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.

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 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.

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.

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 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