Weekly Docket
Dive into the world of law with 'Weekly Docket,' hosted by Silberman Law Firm's Phil Silberman. Get the latest on landmark cases, practical law, and a unique perspective on the legal landscape. Join us for a weekly exploration of law like you've never heard it before.
Weekly Docket
FinCen's New Rules for LLC's, Trump's Ballot Case, Eminent Domain, Franchise Tax, and Wendy's Price Surge
In this episode of Silberman Law Firm's 'Weekly Docket,' Phil Silberman and Austin Black explore the legal implications of FinCEN's LLC reporting requirements and the latest developments in Trump's ballot eligibility saga. Following their discussion, they talk to eminent domain expert Justin Hodge to unravel the complexities of government takings. Stay tuned as they shift gears to dissect the franchise tax landscape and delve into the controversy surrounding airline price gouging. Plus, don't miss their take on Wendy's price surge experiment, igniting discussions on corporate ethics and consumer rights. Tune in for a captivating blend of legal analysis and current affairs commentary.
Welcome to Silverman Law Firm's Weekly Docket Episode 8. Today is March 6th, 2024. We talk legal news and practical law. My name is Phil Silberman. I'm your host. And I'm joined by my co host, Austin Black. How are you doing today, Austin?
austin_1_03-06-2024_122445:Doing fine. How about yourself? So
Track 1:Doing well. Hanging in there. Excited for Episode 8. give us a little preview. What's on our Weekly Docket today, Mr. Black?
austin_1_03-06-2024_122445:for legal news, we're going to be going over the first, the FinCen LLC reporting requirements, which it can lead to some pretty extensive penalties if you don't follow them. So it'll be important to listen there if you have your own LLC or thinking about starting one in the future. and then. We're going to handle an update on the Trump ballot case, in Colorado. And, the Supreme Court issued a ruling on that. And then we're going to have a interview with Justin Hodge, who previously worked at V and E and then transferred to a smaller firm environment. So just talking about, what he does day in day out, which is eminent domain. and then, our legal questions, we're going to go over franchise taxes, and then we're going to rant and rave a little bit about surge pricing, specifically focusing on airline tickets and the Wendy's, two things you wouldn't think are super related, but they are here.
Track 1:It sounds like a good show, I'm excited to have Justin Hodge on the show talking about eminent domain. Justin's been a good friend of mine for many years and we've got some pretty cool topics. love talking about airline tickets and hamburgers. let's go ahead and get started with legal news. And we're talking about FinCEN, and small business corporations, LLCs, Now this isn't exactly hot off the press news, but it's relevant because some of these deadlines are starting to approach. FinCEN is part of the u.S Treasury, and they're charged with enforcing various financial crimes. So all the time they're running after people doing things like money laundering. I I don't know if this is a new law that came out of the legislature or if this is a new promulgated rule by FinCEN. But regardless, here's the requirement. If you're an LLC or a small business and you don't meet some obscure exceptions to this rule, you're going to have to report who owns your LLC, who owns your corporation. They're calling it a beneficial owner report. the spirit here is, let's get all of these owners reported so FinCEN knows who's really running these companies so they can better enforce the law. The law better enforce financial crimes They think it's going to help them fight terrorism, fight money launderers, fight bad people out there.
austin_1_03-06-2024_122445:And backtracking briefly, FinCEN is an abbreviation, right? The Enforcement Network. It's a division of the treasury.
Track 1:yes, absolutely. So here's the rule. If you formed an LLC or a corporation or some other type of small business entity prior to January 1st, 2024, then you have until January 1st, 2025 to fill out this online form. anyone who's formed an LLC or a corporation starting January 1st, 2024 or after, you have 90 days from the time you receive confirmation of the filing with the Secretary of State. And the penalties, if you don't do it, are fairly severe. The federal government does not mess around. 500 a day, ridiculous amounts a day, jail time, fines, if you're being evasive or willfully trying not to do it. That's the bad news. The good news is it doesn't appear from the language that I've read on the FinCEN website that they're really trying to go after the absent minded small business owner. So if you're out there and you haven't complied and you missed this deadline, I wouldn't be overly concerned about it. I want to encourage you to comply. But they're really going to take a spirit of please fill out the form and get this done. Austin, you think this is going to stop money launderers and terrorists?
austin_1_03-06-2024_122445:No, I don't see how this would stop money launderers or terrorists. you can have someone as the owner of your LLC who is some innocuous person, and you don't even need to necessarily report the right person, to be frank, I'm not quite versed in The types of financial crimes that they're trying to deal with here.
Track 1:So you don't know a whole lot about money laundering.
austin_1_03-06-2024_122445:no,
Track 1:Okay, let me set the stage on that for you and our listeners. If you're out there dealing drugs you have all this probably cash income you have to figure out how to clean the money so the IRS doesn't get involved, That's how they caught all the mafia guys back in the day, they'd always get the mafia guys on tax evasion. but there this Italian restaurant on West timer. I live in Houston for listeners who don't know there's an Italian restaurant on West timer that I used to love to eat at years ago and I would make my wife go with me because it was cheap. There was never anybody in that restaurant, and my wife hated going because she thought, yeah, it wasn't great Italian food, but people would look at us crazy like when we came in, like, why are you eating here? But the restaurant remained open for years, so my wife and I always joked that the whole thing was money laundering for the Italian mob.
austin_1_03-06-2024_122445:this Italian restaurant that no customers there frequently is like reporting income of 2 million a month.
Track 1:Yeah.
austin_1_03-06-2024_122445:that would be the money laundering,
Track 1:That's right. so FinCEN's bright idea is that the criminals are going to voluntarily report on this beneficial owner's form and that's going to help them. Catch money launderers and people doing bad financial crimes. I don't see this working I see this being like the gun thing you always hear the pro gun people say, if you outlaw guns, all that's going to happen is law abiding citizens all of a sudden are not going to have guns. But all the criminals out there, they're going to get guns illegally anyway. if you want to just falsify who your owners are on an LLC. you can just say, okay, here's my certificate of formation. The organizer can be a real person, some crooked attorney for the mob or the cartel. And then the owners of that LLC could be, completely made up. good luck to you, FinCEN, if you think this is gonna help, go for it. let's talk about the Trump ballot case. on one of our earlier episodes, we talked about how the state of Colorado at the time, Wanted to keep Trump off the ballot because they alleged, based on the January 6th events, that Trump was an insurrectionist and was thereby disqualified from running for a political office because he engaged in insurrection under the 14th Amendment, Section 3, which was this anti insurrectionist clause. Now at the time when we did the episode, what was our prediction, Austin? What did we say was going to happen?
austin_1_03-06-2024_122445:we said it was probably just going to be a nine zero,
Track 1:I want our listeners to know we were right. We got that run right.
austin_1_03-06-2024_122445:And to be fair, that wasn't that crazy of a prediction. Like this would have been a ridiculous precedent for the Supreme Court to set.
Track 1:but we did get the rationale wrong because we thought that the U. S. Supreme Court was going to get into this really interesting analysis of,
austin_1_03-06-2024_122445:of the court officer of the United States, etc. Yeah,
Track 1:right, whether or not this provision applies to the president and whether he's an officer as envisioned by the framers of the constitution. Instead, we get an opinion that says, The states were never delegated that that belongs to Congress. Congress has the right to decide and enforce section 3 of the 14th amendment period. That's what we got.
austin_1_03-06-2024_122445:I guess it was the much simpler way. like, we really don't want to Think too much about whether or not he's an officer. Let's just use the preemption. Are you and preemption is when the federal government controls an area of law, they have a lot of lawmaking in this one area, states can't make laws that contradict or interfere with those laws.
Track 1:and the liberal justices said, we don't like the rationale behind it. What you've done, majority, is you've insulated Donald Trump from a later potential, section 3, 14th amendment insurrection, prosecution. And the liberal justices didn't like that. and there you have it, win for Donald Trump. I'm not necessarily a huge Trump fan, but moving right along. We have a, guest interview with Justin Hodge. Welcome to the show, Justin. How are you doing today?
squadcaster-bei6_1_03-05-2024_120539:Doing great, Phil.
Track 1:Okay, so You are a prominent eminent domain lawyer, and we want to hear about eminent domain, and we want to hear about you. let's talk about what I call your origin story.
squadcaster-bei6_1_03-05-2024_120539:So it goes all the way back to law school. one of my mentors, was fairly well connected to Governor Bush. Of course, it was George Bush before he became president. and, I was asked while in law school, my first year to go clerk for him in the general counsel's office, which was a unique opportunity as a first year lawyer. And as you probably know, a first year law student isn't allowed to clerk. So I had to get permission at the law school. I did. I clerked for the general counsel's office for, Governor Bush. the senior general counsel for him was a former Vincent Elkins partner,
Track 1:Okay.
squadcaster-bei6_1_03-05-2024_120539:And I started in general litigation. I was involved in the product section, which was roughly, thousands and thousands of lawsuits, dozens and dozens of trials, literally all over the country, and that qualified me to the eminent domain group. So why I had to go through that to get to the eminent domain group is eminent domain goes to trial quite often, so you have to have a level of experience in the courtroom to be able to actually handle an eminent domain matter. So I was invited to do by the eminent domain group, which was a very small group at Vincent Elkins. The rest is history.
Track 1:Okay. So let's back up because you, you went to undergrad at Texas Tech, right? Okay. And then you applied to law school, got into Texas, University of Texas, which is a great law school. so when Texas Tech plays the horns in football, who do you pull for?
squadcaster-bei6_1_03-05-2024_120539:great question. it matters, the team that's it matters for. How about
Track 1:Okay. All right.
squadcaster-bei6_1_03-05-2024_120539:for the Red Raiders lately. So normally the law, like last year, the Longhorns were really good. So it matters. So I was a Longhorn fan.
Track 1:Yeah.
squadcaster-bei6_1_03-05-2024_120539:Tech has a good team. I'm a Red Raider all the way.
Track 1:I see you around town wearing a lot of, orange. I don't see the red Raider gear so much. So maybe that will come out when they have some better years.
squadcaster-bei6_1_03-05-2024_120539:in the Super Bowl because we have the Super Bowl MVP for, what, three Super Bowls now with Pat
Track 1:Yeah, there you go. There you go. Awesome. Awesome. Talk to us a little bit about you coming out of law school. You got a job at a very prestigious law firm, Vincent Elkins, here in the Houston office, So that's a big deal. So you're a first year associate for V& E. what was that like? You hear about these grueling hours, big firm life. What was that like for you? And how did you like that that? Oh, wow.
squadcaster-bei6_1_03-05-2024_120539:Houston than in the entire community that I grew up in. I had plus first year associates that started with me, so I had a big first year class. we just worked really hard. that's basically what we were asked to do. And we did that.
Track 1:So you were there for seven years. That's not a short time at V& E, what do you say about the big firm path and would have done anything differently?
squadcaster-bei6_1_03-05-2024_120539:I think it's all about your season in life. I was single and I had. A lot of time to focus on my career and that was a good thing. we started early in the morning and finished well after dinner almost every night, and I would say I certainly work six days a week consistently and many weeks, unfortunately, seven days a week. I learned a lot, I went to a lot of trials. There were a lot of great mentors at Benson Elkins, I walk away from that. using it to platform where I am now and with, as I have four children, Phil, and busy lives with different activities that they're involved in now because I spent all those hard years training and getting the experience, I now have a little more flexibility in my schedule, certainly because I own my own law firm, but also because I gained all that experience while I was at Vincent Elkins that taught me what to do, how to do it and whatnot.
Track 1:So you transitioned from V& E. over to your own firm or was there another firm in between?
squadcaster-bei6_1_03-05-2024_120539:I literally just gave my two weeks notice of Vincent Elkins to start the firm that I'm at now. and basically started with three of my best friends from law school. We all quit big firm life together and. Two weeks later had no job and no income coming in.
Track 1:So was that scary? you had a wife at that time? You had your family or were you still on your own or?
squadcaster-bei6_1_03-05-2024_120539:wife and the two kids at that time, yes, it was very scary. We read a lot of books about how to start up a law firm and start up a business. tell people there's a kind of a two year rule that we read about and it. It proved to be true that if you can sustain for two years after that, you actually have a business that's viable and we'll keep going, but those first two years will be a big test. And that was true of us too. And, by big test, the first six months, we virtually made no money, signed up new places and had opportunities, but there was no real money on the table for the first six months. you go from working at a big law firm salary with all the perks and benefits to literally making nothing, it's an eyeopening experience on your pocketbook.
Track 1:and how many attorneys you guys have right now?
squadcaster-bei6_1_03-05-2024_120539:we're up to 17. And, we're among the largest in the domain firms in Texas now,
Track 1:Great. talk to us a little bit about eminent domain
squadcaster-bei6_1_03-05-2024_120539:eminent domain is the power of the government to take your property for a public use. it really is the power of the sovereign. And to me, it really goes back to the day when. we were governed by a king or queen of England in those days, the king or queen could just take property from somebody for the kingdom and not pay them compensation for it. And so in our Constitution, the Fifth Amendment, it says that if property is taken for public use, the government has to pay just compensation.
Track 1:take us through the process. If you're a property owner, maybe you own a home and you get wind that maybe the government's going to expand or build a road that's going to come through your property so that know the government needs. Your property. What does that look like, say, from start to finish.
squadcaster-bei6_1_03-05-2024_120539:what the government's going to do is start with a public meeting We want some comment back from the public and the public can comment and say, yeah, this is good. This is bad. That information is gathered. It's processed by the government's engineers and folks that are deciding on the project itself. And then that eventually elevates to something called a public hearing. There, public can voice its concerns again, there's a record of that, and then after the public hearing, if it's authorized. The government decides to go forward with the project. Once authorization takes place, typically the landowner is contacted by a surveyor who wants to come out and survey the property. you fast forward, to an appraiser showing up from the state. So the state will hire an appraiser to come out and give an original offer. then months will pass, so it'll take a while for the state's appraisal to go through the bureaucratic approval process, and in the initial offer under the Texas Property Code, you're going to see this amount of offers, so the amount of just compensation for the land taken. typically, if it's the state taking it for a road project, you're going to see that appraisal, which is a big, thick document. It'll be 50 to 100 pages attached to that initial offer. And that's going to tell you a whole lot about where the state's coming from on its initial offer.
Track 1:You gotta respond in x number of days
squadcaster-bei6_1_03-05-2024_120539:of days. If you don't, we're going to give you a final offer. if you don't respond in 30 days, then we're going to start imminent remaining condemnation.
Track 1:When does the property owner typically contact an eminent domain attorney like you? Is it when they get that initial offer?
squadcaster-bei6_1_03-05-2024_120539:will hire us early in the process, so even before that initial offer, so that we can work with them on preparing the property, for the taking that's coming, and there's a lot of different things we can do to help the property owner get ready for that. some land planning that needs to occur. There could be some highest and best use maintenance for the property. there could be some tax planning for the property to get it ready for the state's taking.
Track 1:Do some people take that initial offer? Have you heard of people that just take the initial offer from the government?
squadcaster-bei6_1_03-05-2024_120539:it varies year to year, but it hovers around 85 percent of the people accept that first offer.
Track 1:Oh, wow.
squadcaster-bei6_1_03-05-2024_120539:So that means only roughly about 15 percent of the people hire lawyers like me to fight for more just compensation.
Track 1:Oh, wow. Are you finding that you're able to settle and get your client a good offer prior to the government filing a lawsuit or you almost always wait for the government to file that petition?
squadcaster-bei6_1_03-05-2024_120539:It varies. It depends on what the goal of the is, in terms of compensation. increasingly these days, that's what is called as an administrative settlement offer. The state has been slightly more do that currently, but there are seasons with that. So there, there may be, 2 to 4 months where the state's very open to administrative settlements because of budgetary issues. And then. After four months, not open to it at all, and it has to go into a deeper process of litigation. And so over the course of my 20 year career, I've seen these different seasons.
Track 1:But if the landowner gets a petition, you're the attorney representing the landowner. you routinely or have in the past taken these things to trial. That's what you do, right?
squadcaster-bei6_1_03-05-2024_120539:There is a very small set of lawyers in the state of Texas that have actually taken these cases against the Texas Department of Transportation, against the state of Texas, trial, received a jury verdict, and then beyond that, held it on appeal.
Track 1:Hmm.
squadcaster-bei6_1_03-05-2024_120539:few number of lawyers that have done that statewide.
Track 1:talk to us about what that trial looks like.
squadcaster-bei6_1_03-05-2024_120539:Yeah, so in Harris County, the cases predominantly show up in our Harris County Courts of Law. so we have four County Courts of Law, four County Courts of Law judges. They have different scheduling and different processes, but they're overall pretty uniform. complexity of the case can vary. Our last trial, which we did in November. over in Central Texas lasted four days. So that's
Track 1:Okay.
squadcaster-bei6_1_03-05-2024_120539:a three to five day trial. The most complex one, we were dealing with tens of millions of dollars of difference of opinion. 32 expert witnesses, and pretrial lasted four weeks,
Track 1:Oh, wow. so with basic cases, you maybe only have one expert. And then when you get to complex cases, it's you might have multiple experts. Is that right?
squadcaster-bei6_1_03-05-2024_120539:right, so it all depends on highest and best use. So if it's a raw land fight, Then you have an expert appraiser, you could have a land planner involved with that if there's some planning for the highest and best use. But if you're starting to get into highly improved properties, like a commercial property, an industrial property, you may have to go beyond just the appraiser.
Track 1:Talk to us about the typical fee structure of an eminent domain attorney and how that works.
squadcaster-bei6_1_03-05-2024_120539:we try to be flexible on each case to get the right fee structure in place for each landowner. So it really becomes a one on one conversation between us and our potential client The vast majority end up in a contingency fee arrangement. And so what happens there is whatever the government's initial offer is, that becomes the basis of our engagement. And so what I like to tell landowners in different ways, if that's all we ever get you in the case fighting. free lawyers. There's no charge. So we feel pretty confident that we'll at least get you what they offered you. And I've never seen a case where we've gotten less than that in my career. So you,
Track 1:you work of the basis
squadcaster-bei6_1_03-05-2024_120539:of the original offer. Typically it's about but that can be negotiated depending on the complexity of the case.
Track 1:What Justin is saying is you're a property owner and you get an initial offer for a million bucks, if you hire Justin, if the government just it gives you a million dollars, Justin can't do any better for you. Justin services are for you. you don't pay. Justin, so there's only upside potential if you're the property owner. So if Justin takes it all the way to trial and gets that offer up to two million dollars, he's bettered himself and he's bettered the property owner by a million dollars. Justin has earned his one third of that, roughly 333, 000 and then the property owner has bettered himself two thirds, roughly 666, 000. is that correct?
squadcaster-bei6_1_03-05-2024_120539:that's a great example. And what we try to do, and then what I tell people, they ask all the time, I've never had a situation in my career where I've never, I've not bettered the property owner
Track 1:next question. I know you've been involved with eminent domain reform. If you had to choose one thing that you would have changed, what would it be in this process?
squadcaster-bei6_1_03-05-2024_120539:I like to use this example, let's just say, someone goes out and buys a half a million dollar house. And the very next day they find out that the government's going to take that house for some road widening project. and we're supposed to mirror the market and just compensation is supposed to be. What is fair market value? of the date, the government takes it. And it's also supposed to make the property owner whole, put them in the same position they were before the actual project happened. So they have to fight for more money. they have to hire an expert appraiser. They have to hire a lawyer and it becomes almost impossible to get made whole, even though that's the standard the Supreme court has set forth in Texas, because they have to pay for those things out of pocket,
Track 1:I think what I'm hearing you say, is there's no mechanism in the law for the property owner to get, attorney fees. is that correct? So the the property owner then has to get more money. to compensate themselves for all the fees involved do I understand that correctly?
squadcaster-bei6_1_03-05-2024_120539:true in Texas, and I'm hedging there intentionally because obviously other states like Florida, as are different,
Track 1:and that is a huge disadvantage to not have a legal mechanism to recover your attorney's fees or your costs of litigation. You mentioned there's another process where a common carrier has authority or is delegated by the government to take property. This might be like an AT& T for utility purposes. Or something like that. Tell us some common examples and give us a little color of what that process looks like and how it differs from the government directly doing a taking. So there are a lot of for profit companies
squadcaster-bei6_1_03-05-2024_120539:for
Track 1:that
squadcaster-bei6_1_03-05-2024_120539:companies
Track 1:receive the power of
squadcaster-bei6_1_03-05-2024_120539:eminent domain from the government. The most often that we see presently in Texas is a for profit oil and gas company that is delegated the power of eminent domain to build either a high pressure natural gas pipeline or an oil line across the state of Texas.
Track 1:so if you've got some beautiful piece of rural property in Texas, along comes an oil and gas company says, Hey, I'm running a pipeline right through your property. That's going to destroy a significant value. So this landowner is going to be. at a, at a huge loss.
squadcaster-bei6_1_03-05-2024_120539:And what I tell people, imagine if on your property, you have a growth of mature century old oak trees and the pipeline company is going to literally cut every 1 of those down. How do you get compensation for that? And Texas law is very unique when it comes to compensation for lost trees, but you better have the right team in place. we're seeing on the low end five, on the high end 50 pipeline cases being filed every single day in Texas as we speak.
Track 1:that's a huge amount of volume.
squadcaster-bei6_1_03-05-2024_120539:amount. So we're seeing more activity on that front than I've seen probably in the last five years
Track 1:if you're thinking about being a property owner and you're going to get an offer from the government or you're going to get an offer from a common carrier, do you feel like there is a bent from the government or the common carrier To offer significantly less than fair market value.
squadcaster-bei6_1_03-05-2024_120539:Well, Houston Court of Appeals addressed this issue and it's related to quote, unquote, lowball offers. And the government wanted to voir dire the jury about a general understanding that the government and oil and gas companies lowball the property owners. And that's in fact true. They do that every day. Otherwise I wouldn't have a job my guess is they're trying to save on budget. They're trying to build the project as cheaply as they can. And they also know that stat we talked about that 85 percent of the landowners will just go ahead and accept the lowball offers. So why not try, right?
Track 1:Right.
squadcaster-bei6_1_03-05-2024_120539:I suspect that's what they're doing.
Track 1:my listeners, know how I feel about government and government overreach and abuses, the government is taking a property owner and trying to stick it to him and giving him a low ball offer. So here comes Justin to fight for that property owner. You need a guy like him. Justin, thanks for coming on the show, before we let you go, the listeners out there, if they've got questions about eminent domain and they want to contact you, how should they get in touch with you?
squadcaster-bei6_1_03-05-2024_120539:so the best place is our law firm website. It's mehlaw. com. So it's Mars Ellison Hodge is the name of the firm. So MEH is spelled M as in Mary, E as in Edward, H as in Henry, and the word law. com. There's a lot of valuable resources there. We also have a blog that we update from time to time, it's texascondonation. com. And that's a nice place to learn a lot about different procedures and them in a domain.
Track 1:I appreciate that. thanks for coming on the show, Justin. we appreciate that very much.
squadcaster-bei6_1_03-05-2024_120539:Thanks, Phil.
Track 1:let's go ahead and answer some legal questions, and today we're talking about franchise tax. it's the biggest misnomer out there. you say franchise tax, and I think people immediately think that, oh, it's like a, you've got a franchise like Chick-fil-A or McDonald's, and you gotta pay a tax if you have a franchise. It's related to that concept, but really not the idea is. For the privilege of being an LLC or a corporation in the state of Texas, you're going to pay a tax. For the various protections that we afford you and some of the greatest protections when you're in LLC is the separation of the business from your personal assets and the idea that these entities like LLCs and corporations, which is a old, wonderful, very important legal concept is they're able to contract, they operate separate from its owners and the state of Texas is going to tax rezo business. the businesses for that privilege. That's what a franchise tax is. And it applies to many small businesses and large businesses. But it doesn't apply to a lot of small businesses if that makes sense. And here are some big news we got last year. There's something called a no tax due threshold. So if you're a hardworking business owner out there and you're running a small business in previous years in 2023, if your total revenue was under 1. 23 million. then you didn't have to pay any tax. You're just exempt, file a no tax due statement, go on down the road, the state of Texas is not going to tax you. But, there was a new law passed in Texas that for 2024, that no tax due threshold is going up for 47 million this year. And that's a big, significant number because that's going to exempt a whole lot of businesses.
austin_1_03-06-2024_122445:I do wonder how they're coming up with these numbers. 1. 23, 2. 47. Are they just throwing darts at a They're like, Hey, that works.
Track 1:That's a good question. I don't know they're surely
austin_1_03-06-2024_122445:they're
Track 1:sure
austin_1_03-06-2024_122445:numbers.
Track 1:Surely they have statistical data on all the franchise tax returns that have been filed over the years, and they know, whatever number they pick, it's going to increase or decrease their tax revenue by so much, Maybe I'm giving them too much credit. let's though give a little bit of love to Texas this is a business friendly state. This is why people from California and Texas and all over the country that, that own businesses, run businesses are coming to Texas to do business.
austin_1_03-06-2024_122445:it's a debtor friendly state. So if
Track 1:Yeah.
austin_1_03-06-2024_122445:and your business gets sued, it's pretty hard for them to collect on you
Track 1:so come here because you love the business taxation landscape and stay when your business goes bust because if you end up in debt, we're going to protect you there too.
austin_1_03-06-2024_122445:Yep. Yep,
Track 1:That's Austin Black's campaign when he runs for governor next year.
austin_1_03-06-2024_122445:Yeah.
Track 1:So, great business friendly environment, I just on rough calculations based on my experience in franchise tax, if you were somewhere over 1. 23 and between 2. 47 million, this probably saves you around 5, 000 bucks annually. That's kind of my rough unofficial guess. Now that's the good news. There's a little bit of bad news which could also be good news though too, Austin. franchise tax calculations has to be the most complicated tax to compute that I've ever seen. this is an incredibly complex tax. A lot of CPAs and accountants don't even fully understand it and don't want to touch it. here's the big problem. We've got this number of the no tax due threshold and that's 2. 47 million, but it's not just as easy. As looking at your federal tax return and saying, what's my top line revenue number? because it turns out that we have so many lobbyists in Texas that they've lobbied for all these really random exclusions and there's tons of them. And if you don't know what you're doing, you're not going to know how to get how to truly calculate your no tax due threshold. You actually have to go to the tax code and read some very complex code to figure out what the exclusion are.
austin_1_03-06-2024_122445:Oh
Track 1:So
austin_1_03-06-2024_122445:gone there since federal income tax in law school and I have no desire to
Track 1:it.
austin_1_03-06-2024_122445:back.
Track 1:It is a, it is a miserable place to be, unless you're a little bit demented like me, in which case I do enjoy a good wallow in the tax code every now and then. Here's just a random list to give you a flavor for the exclusions for revenue out there. cooperating broker fees. basically, sales commissions paid to non employees, if you have a real estate company out there, your sales commissions, if you, to the extent you include them in revenue, those are excluded. And then here's one Mostly applies to plaintiff's attorneys, but not always. if you're a plaintiff attorney and you get a referral and you're gonna fee split between other lawyers and you've got all of these fees with your cases to the extent those are included in revenue, those are also excluded from revenue for purposes of calculating the no tax due threshold. And then it gets even more obscure from there, like subcontractor payments if you're a general contractor, you're building something. And then you get into stuff like, pharmacy cooperatives, certain payments related to pharmacy cooperatives, certain payments related to landman services. so the list goes on. There's lots of obscure provisions out there. the good news is all of these revenue exclusions could lower your, no tax due threshold. And if you don't know what you're doing, if you're just the regular small business owner, or you're going to, using TurboTax out there, you're probably going to miss these revenue exclusions. my advice is go hire an attorney or good CPA that does know something about franchise tax. Now, other good news, is if it turns out you are below this revenue, this 2. 47 million dollars in, threshold revenue, you no longer have to file this no tax due statement. and that's not really fantastic news because it only took a minute to file the statement. And because you still have to file a PIR, a public information return. every year you're supposed to file a public information report which just tells the government who are your managing people. if you're an LLC, your managers or your members. Or if you're a corporation, you're board of directors. So what happens if you don't file your franchise taxes or these reports? the state of Texas is going to forfeit your entity and that's a bad thing because
austin_1_03-06-2024_122445:you lose the protection of that limited liability while the status is forfeited. So if you go off and you try to conduct some business under your LLC's name, thinking it's going to afford you the, the protections of the limited liability and you have an issue, contractual issue or whatever else, then you can be personally liable, not
Track 1:Yeah, no, not good. If you do forfeit it, it's not the end of the world. You can get it reinstated, but it's a pain. You basically have to go back for years and redo all your franchise tax returns. There's an annual penalty, I think it was like 50 bucks. If you did owe tax, there may be interest and penalties on that tax. Our firm has done many reinstatements. You don't want to pay us a bunch of money to do that reinstatement, so try to avoid. having your entity forfeited. So that's franchise tax in a nutshell. So let's get on to our rants and raves section. And today we are talking about surge pricing, price gouging, My kids are on spring break next week. if you're trying to fly out of Dallas or Houston to go to Denver or something like that, regular ticket prices will probably be between three and four hundred dollars. This week, even if you booked them far in advance, that ticket to Colorado costs seven hundred bucks on average. to me, that's surge pricing, but surge pricing is not necessarily illegal, just to be clear,
austin_1_03-06-2024_122445:No, they can do that. Yeah. No problem.
Track 1:but
austin_1_03-06-2024_122445:it. Lyft does it.
Track 1:yeah, I have an idea to stop surge pricing. Now it's a loosey goosey idea, not based on any specific law that I can tell of at the moment, but somehow we're going to figure out how to. Don't accuse the airlines of familial status discrimination. you're not allowed to discriminate on familial status for things like housing. That's under the Fair Housing Act, that is clear. Some,
austin_1_03-06-2024_122445:air flying act.
Track 1:yes, there's no Fair Flying Act, but the Department of Transportation did pass some sort of rule that prohibited airlines from charging additional fees for families to sit together. So the D. O. T. does get involved. who's the secretary of transportation?
austin_1_03-06-2024_122445:Buddha judge.
Track 1:Yeah. So Pete, if you're listening to this We want you to pass some sort of DOT rule saying you can't discriminate on familial status. And my idea is by surging prices for weeks like spring break, you are discriminating against people with children. now here's the law on this. You can't price gouge, which is often different than surge pricing. We know that generally speaking, if there's a hurricane bearing down on Texas, the airlines should not be able to increase prices as we all try to flee Texas for a natural disaster. But they can do it. If you want to get out of town on pleasure during spring break, feel free to charge us double the ticket. That's what's going on right now because if you've got kids and I always tell my wife when I get older and the kids are grown there are two things I'm never gonna do and that's gonna be fly during spring break and eat it Chick fil a. Wendy's,
austin_1_03-06-2024_122445:Yes. Wendy's
Track 1:they,
austin_1_03-06-2024_122445:floating the idea of price surging during, hours. They were gonna raise the price of their frosty, depending on how many people were ordering frosties at that time. And surprise, that did not go over well. there were even U. S. senators. tweeting about this. I just, I feel like that was a little bit excessive. But Wendy's had to come out and give this big public statement.
Track 1:they denied it, because it,
austin_1_03-06-2024_122445:we were never doing this.
Track 1:they're just like, okay, we're going to do dynamic pricing and everybody interpreted it as that means when you go into Wendy's during lunch, you're going to pay more for a hamburger.
austin_1_03-06-2024_122445:Anytime a company says they're going to do dynamic anything. It's almost always bad.
Track 1:yeah. And Wendy's no, that's not what we meant. We didn't mean, we're not going to charge you more for that Frosty or more for that hamburger. when you start messing with Americans fast food, that's when you go over the line, apparently. so I have an idea. I had, this is another one of my brilliant ideas. often times during the end of the year, people need to transfer real properties for planning purposes. What if during the end of the year, we decided to charge people double the price for a deed? that's our surge pricing.
austin_1_03-06-2024_122445:our search pricing. our deeds are already cheaper than any other deed than any other firm that prepares deeds. it's always like 300, 200 under it. So
Track 1:yeah. so that's my new idea. Surge pricing for deeds. I don't think that is going to go over well with our customer base. so there you have it on this weekly docket, Silverman Law Firm. We've decided that Wendy's may have thought about surge pricing for hamburgers, but the Silverman Law Firm will not do that. we're not going to surge price our D's at any time. we.
austin_1_03-06-2024_122445:start flipping hamburgers though, we may do it then.
Track 1:Made of hamburgers is a different game, but we're gonna leave our legal pricing alone during high volume of business times Okay, that wraps up our show for the week So thank you for listening wherever you listen to your podcasts, please like us, please subscribe, please follow us. Please leave us reviews. We appreciate you. If you want a legal question answered on this podcast, email us at info at silblawfirm. com. That's I N F O at Silb, S I L B, lawfirm. com. Indicate that you want it answered publicly on the podcast. you can write an email or you can do a voice recording and email it to us. We'll answer it for you. I've been your host, Phil Silberman. And Austin Black has been my co host. Signing off before the big spring break here in Texas. Thank you for listening everybody.
austin_1_03-06-2024_122445:Thanks guys. Bye.
