Dear Business Law Section Members,
I am looking forward to serving as Chair of the Business Law Section of the North Carolina Bar Association for a second year, and we are looking forward to another good year.
Below is a list of the Business Law Section Council members and officers for 2024-25.
Section 1032 provides no gain or loss is recognized by a corporation on the issuance of its stock to a new owner, whether in exchange for cash or otherwise. Similarly, a shareholder’s acquisition of stock for cash is not a taxable event but is instead an investment creating a cost basis under Section 1012 on which gain or loss can be calculated when the stock is sold or becomes worthless. However, often (particularly at the initial formation of a business), property other than cash is contributed to a corporation in exchange for stock of that company. In such cases, absent the application of Section 351, the default treatment would be a taxable sale or exchange. The new shareholder would recognize gain or loss equal to the difference between the adjusted basis of the property contributed and the value of the stock received.
Section 351 is the key exception to that taxable treatment. Section 351(a) provides the transferor shareholder recognizes no gain or loss on transfer of property solely in exchange for stock if the transferor (or transferors joining in such contribution in exchange for stock) are in control of the corporation immediately after the exchange. Section 368(c) defines control in the Section 351 context to mean “the ownership of stock possessing at least 80 percent of the total combined voting power of all classes of stock entitled to vote and at least 80 percent of the total number of shares of all other classes of stock of the corporation.” Importantly, Section 351(a) contemplates transfers by one or more persons allowing for a control group to be formed where multiple owners (typically at the formation of the new corporation) join together. For example, if owner A and owner B form a new corporation, and A contributes $50 of cash for 50 shares while B contributes equipment with a fair market value of $50 and a tax basis of $10 for 50 shares, the entire transaction can be a tax-free contribution under Section 351(a). A and B together received 100% of the new corporation’s shares even though separately they each received only 50%. That A contributed cash while B contributed other property does not prevent them from being a control group.
By Olivia Fajen
Dear Sports & Entertainment Law Section Members,
My name is Olivia Fajen, and I am excited and honored to serve as chair of the Sports and Entertainment Law Section of the North Carolina Bar Association this year. We greatly appreciate your involvement with and support of the SEL Section, and we are looking forward to another great year!
We are thankful for the below list of terrific attorneys who are serving as SEL Section Council members and officers for 2024-25:
Chair Olivia Fajen
Vice-Chair Andrew Adams
Secretary Landis Barber
Treasurer Carena Lemons
Past Chair Alexa Whiteside
By David Martin
It is my honor to serve as Chair of the NCBA Real Property Section Council for the 2024-2025 year. My name is David Martin, and I am an attorney with Murchison, Taylor & Gibson, PLLC in Wilmington. Prior to moving to my hometown of Wilmington in 2004 with my family, I practiced law in Raleigh. I am a graduate of the University of North Carolina (undergraduate) and Campbell (law school).
By Ann B. Wall
EVN expired on June 30, 2024, at 12:01 a.m. House Bill 556, which would have extended EVN until July 1, 2025, has been vetoed over a matter unrelated to notarization. Unless the General Assembly should override the veto or another legislative action is taken to extend EVN, it is not law. Do not perform or request an EVN by a North Carolina notary public until this changes. Current law requires both traditional and electronic notarization to be done in person.
For those of you who don’t know me, I’m Caroline Trautman, Chair of the NCBA Construction Law Section for the 2024-2025 bar year. As a fan of new years, fresh starts and all the fun things that come with them (school supplies, anyone?) I’m excited for what’s in store for our section this year.
Thanks to the hard work of our Deskbook and CLE committees, we expect to release the 9th Edition of the Construction Law Deskbook, and on September 20-21, we’ll meet in beautiful downtown Asheville for a Fall Construction CLE titled “The Art and Science of Dispute Resolution: Winning Your Construction Case.” This program will be administered jointly with the South Carolina Bar and include CLE credit for both North Carolina and South Carolina. Plans for a winter program in Cary are underway. Additionally, our Pro Bono committee is working to connect our section with non-profit associations doing capital improvement projects, giving our attorney members a unique opportunity to give back to the community by assisting the non-profits with legal needs. Our many other committees are also working to keep our section connected to organizations like the AIA, ABA Forum on Construction Law, CAGC, UMCNC, YLD, Paralegal Division, and many more. Last but not least, we’re hoping that our recent trend of more in-person socials and other gatherings will continue, ideally in multiple regions of the state.
As we bring the 2023-24 bar year to a close, it is my pleasure to share with you the Paralegal Division’s achievements. This year has been filled with significant milestones, professional growth opportunities, and social activities that have strengthened our division and supported our members. Our collective efforts have made a meaningful impact, and I am incredibly proud of the dedication and passion shown by each of you. Serving as the 2023-24 chair has been an honor, and I am excited to reflect on our accomplishments together.
“Do I have a case?” It seems like such a simple question. One that would seemingly lend itself immediately to an IRAC analysis (that’s Issue, Rule, Analysis, and Conclusion for those of you who have effectively blocked out your first year of law school). This question, maybe more than any other, is littered with legal booby traps for the unwary. But it also presents an opportunity for lawyers to have a full and frank conversation with prospective clients about not just legal merits but the legal process.
I get it. Just like I do with my Internist, potential legal clients want to jump right to the diagnosis. Is my hamstring torn? Do I have [name the disease]? And just as I get frustrated or impatient with my doctor wanting to run some blood work, to try physical therapy, or to just wait and see, it is easy to appreciate why those who are seeking legal advice regarding a potential employment matter can’t understand why there’s no quick (and cheap) answer.
By 
By 
By 
By 
By