Administrative Hearings. For many years, Steve Yahnian has very successfully provided administrative hearing representation to individuals and entities against the IRS, Franchise Tax Board, State Board of Equalization, EDD and other governmental agencies.

Agribusiness. Yahnian Law Corporation attorneys are well versed in the legal issues that affect agribusiness individuals, entities, dairies and farms. They provide a broad range of services to agricultural clients, including assistance with the following issues:

• Agricultural Subsidy Programs
• Business Planning
• Dairy Permits
• Developer Issues
• Entity Formation including Corporations, Joint Ventures, LLCs and Partnerships
• Environmental
• Estate Planning
• Family Farms
• Farm Management
• Farm Trusts
• Finance
• FSA advocacy
• Land Acquisition and Sales
• Leases
• Farmer Cooperatives
• Loan Workouts
• Marketing and Marketing Orders
• Options
• Perishable Agricultural Commodities Act (PACA)
• Preservation of Farm Land
• Sales and Leases
• Special Allocations
• Succession Planning
• Taxation (Income, Estate, Property and Employment)
• Tax Free Exchanges of Real Property
• USDA advocacy
• Water Issues
• Williamson Act

Asset Preservation Planning. We live in a sue happy, litigious era. How do you protect your assets? The key is to plan ahead, BEFORE creditors loom. For many years, I have designed and implemented various plans to preserve client assets from future creditors. This involves specially-designed trusts, partnerships, LLC's, Corporations, and other tools.

Business Transactions & Planning. Steve Yahnian routinely provides business-counseling services to his clients. As a Lawyer, CPA, Business Consultant and CFP he is well versed in the preparation of business plans, and the structuring of business transactions.

He has provided extensive and frequent employment law consulting, prepared numerous business contracts, equipment leases and licensing agreements. He has also guided clients in the selection of optimal plans among many choices. He has also represented clients in numerous secured transactions, including the preparation of security agreements and promissory notes.

Steve Yahnian has also handled numerous business sales and purchases including structuring of covenants not to compete, solving successor liability issues, bulk sale transfers, price allocation to optimize the tax benefits, and obtaining state tax clearance certificates.

Charitable Gift Planning. We design and prepare planned giving programs, and advise charities and donors regarding the tax and other benefits of such programs.

Particular emphasis is given to advising clients regarding the income tax aspects of charitable contributions as well as the creation and implementation of charitable remainder trusts and pooled income funds.

We also assist clients regarding valuation issues and the implementation of private foundations as a vehicle for effecting charitable gifts.

Conservatorships. The firm assists individuals seeking to obtain court appointment of a manager for the financial affairs or the personal care of one (usually a family member) who is either physically or mentally unable to handle either or both.

The firm carefully reviews other property-holding or managing devices, as well as the proposed conservatee's age, physical and mental condition, family situation, wealth, and attitude in order to determine whether other informal arrangements may be utilized.

The firm guides the petitioner through the process of securing appointment as conservator of the person and/or estate. Subsequent to the appointment as conservator, the firm assists the conservator in collecting assets in the name of the conservatee, keeping accurate books and records, handling debts of the conservatee, and preparing the annual accounting required by the court.

Contracts. The firm drafts various business agreements for its clients. The firm has developed an expertise in drafting "buy and sell agreements" for partners and "shareholders' agreements" for shareholders of closely held corporations.

The firm routinely drafts promissory notes, loan agreements, agency agreements, employment agreements, independent contractor agreements, distributor agreements, loan-out agreements, lease/option agreements, and agreements for the sale of personal property.

Corporations. The firm provides pre-incorporation advice to individuals interested in forming a corporation. Clients are informed of all the advantages and disadvantages of incorporation. The firm explores the advantages of incorporating and electing to be taxed as an "S Corporation." The firm also explores with clients the possibility of forming a Limited Liability Company (LLC).

The firm routinely forms and advises nonprofit, tax-exempt corporations.

The firm stresses the importance of drafting Bylaws tailored to meet the needs and concerns of the incorporators. The firm provides clients with a "corporation package" consisting of drafting the Articles of Incorporation, the corporation's Bylaws, the Minutes of the First Meeting of Shareholders and Directors, preparing the initial Statement by Domestic Stock Corporation, obtaining a Federal Employer Identification Number for the corporation, preparing and filing the required stock issuance exemption form, and issuing stock to the shareholders.

Yahnian Law Corporation also provides the new corporate client with a detailed Operations Memorandum and Checklists to enable the corporation to successfully get started.

The firm also provides services related to dissolution of corporations.

Elder Law and Medi-Cal Planning. As the population ages, we have seen a growing need for advice to elders and their family members. We address these issues, which include governmental benefits such as Social Security, Medicare, Supplemental Income and Medi-Cal. The firm is heavily involved in planning for Medi-Cal issues including court and other lawful procedures to preserve estate assets and preparing and prosecuting Medi-Cal applications in order to qualify the applicant for benefits. Other issues include property management and health care decision making for elders.

Employment Law. Yahnian Law Corporation provides legal advice in employment law matters including the following:

• Hiring,
• Affirmative action,
• Immigration Law Requirements,
• Independent Contractors,
• Wage and Hour laws,
• Vacations,
• Family and Medical Leave,
• Rights of Disabled in the Workplace,
• Posting of Notices and Recordkeeping,
• Employee Handbooks,
• Employment Agreements,
• Trade Secrets Protection,
• Workplace privacy,
• Worker's Compensation,
• Employer Liability for acts of Employees,
• Discrimination and Harassment, Discipline and Termination,
• Insurance Coverage for Employee actions,
• Unemployment Compensation and Disability compensation issues,
• Reductions in Force and Plant closings,
• Mediation and Arbitration of Employer/Employee disputes,
• Cal OSHA matters, and
• Administrative hearings including EDD hearings.

Estate Planning. Steve Yahnian is one of a limited number of lawyers statewide who has been designated a Certified Estate Planning, Trusts and Probate law specialist by the California State Bar Board of Legal Specialization.

We prepare estate plans of all kinds and complexity, and for all sizes of estates. We incorporate into the planning considerations of our clients' estates income tax, estate and gift tax, generation-skipping transfer tax, charitable trusts, life insurance, pension law, property tax, and the potential future need for long-term nursing or custodial care.

Particular emphasis is given to tax planning for family wealth transfers, including the creation of intra-family gift programs involving outright gifts, gifts of stock in family corporations, the creation and implementation of family partnerships and grantor annuity and income trusts.

In Summary, Yahnian Law Corporation provides the following Estate Planning services:

• Wills;
• Living Trusts;
• Life Insurance Trusts;
• Family Limited Partnerships and other Entities;
• Family Foundations;
• Charitable Remainder Trusts;
• Powers of Attorney;
• Health Care Planning;
• Retirement Plan Strategies and Optimization;

Estate and Gift Tax Returns. We represent personal representatives, trustees, beneficiaries and heirs in audits by the Internal Revenue Service or Franchise Tax Board regarding estate tax returns. We prepare or, where requested, assist accountants in the preparation of federal and California estate tax returns, gift tax returns, fiduciary tax returns and final federal income tax returns of the decedent.

Federal and State Taxation. We advise clients in all areas of federal and state taxation, including the areas of income tax planning, compliance and controversy. Steve Yahnian has extensive experience with mergers, business acquisitions and corporate reorganizations.

Franchises. Steve Yahnian advises his clients on the legal parameters for franchising their businesses. Many people do not realize what constitutes a franchise under state law and fall into the traps that cause securities and franchise laws penalties to apply to them. Careful design and implementation must be accomplished to avoid the penalties for failure to comply with these rules.

Guardianships. The firm provides legal services to individuals seeking appointment as guardian of either the person or estate of a minor child. The firm assists court appointed guardians of the estate of a minor child in meeting the requirement of providing periodic accountings. The firm also assists guardians in establishing "blocked accounts", obtaining court approval to buy or sell property, and obtaining court approval for a monthly allowance.

Health Care Law.

Our health care law practice includes the following:

• Representation of multi-institutional health care systems,
• Formation, organization and implementation of health care joint ventures, partnerships, extended care facilities, outpatient treatment centers, ambulatory surgery centers, medical foundations, home health agencies, preferred provider organizations, independent practice associations, and health care management companies,
• Advice and consultation with physicians, and allied health professionals
• Formation and management of health care corporations
• Affiliation agreements
• Regulatory agency advocacy
• Medical staff handbooks
• General healthcare litigation
• Managed Care disputes
• Physician contracting
• HMO and managed care contracting
• PPO development and contracting
• IPA development and contracting
• HIPAA
• Consent issues
• EMTALA
• Licensing
• Accreditation
• Medicare/Medi-cal participation and decertification
• Medicare fraud and abuse
• Facilities expansion and construction
• Joint ventures and syndications
• Medical foundation formation and contracting
• Real estate transactions
• Bond financing and securities
• Mergers and reorganizations
• Antitrust
• Shared services and management contracting
• Telemedicine
• Mental health
• Experimental medicine
• Hospice services
• Human Resources
• General corporate and business law (for both nonprofit and for-profit health providers)
• Employment issues
• District Hospitals
• Long Term Care

Income Tax Return Preparation. Mr. Yahnian is a CPA as well as an Attorney. He is also a Certified Taxation Law Specialist as designated by the California State Bar Board of Legal Specialization. He also has a Master of Laws in Taxation (LLM). He prepares all manner of income tax returns including, Individual, Corporate, Partnership, LLC, Estates, Trusts, Pension Plans and others. His tax return clients include Physicians, Dentists, Pharmacists, Small Businesses, Chiropractors, Architects, Farmers, Business Executives and Managers, other Attorneys, Trustees, Executors, Pension Plan Administrators, Non profits and others. Go to YAHNIAN ACCOUNTING for specific information regarding income tax return preparation and other Accounting services.

Intellectual Property. It surprises many people, lawyers included, to discover that so many business transactions have an Intellectual Property impact. Yet, trademark, trade secret, copyright and other matters are abundant, though often not obvious and many times overlooked issues in such things as business sales, employment agreements and in merely conducting day to day business.

I have had many clients come to me with letters they received from another law office threatening litigation and treble damages if they do not cease and desist using the business name they have used for many years. Now, that's a disaster, since a client in that situation would have spent a lot of money promoting their business under that name and built up quite a bit of goodwill associated with it.

Other examples include client employers who fail to take proper steps to protect their trade secrets, such as customer lists, then find out that an employee who was fired or quit took the list to his new employer (a competitor) and is contacting the former employer's clients to solicit business.

In summary, Yahnian Law Corporation handles the following Intellectual Property matters:

Limited Liability Companies.Yahnian Law Corporation designs and implements limited liability companies for its clients. Such entities give asset protection for owners and provide all of the tax benefits of a partnership.

Yahnian Law Corporation provides its clients with a comprehensive LLC package including Articles of Organization, Operating Agreements, Organizational minutes, Operations Memorandum, Detailed checklists for operation of the LLC, and other services designed for the particular client.

Partnerships. The firm routinely drafts partnership agreements for both general and limited partnerships. The firm assists partners in dissolving their partnership and in obtaining the appropriate tax clearances. Yahnian Law Corporation uses partnerships frequently as an estate planning tool.

Pension, Profit-Sharing and Retirement Plan Matters, Design and Implementation.

Yahnian Law Corporation counsels employers and employees on pension, profit sharing and retirement plan matters and also designs and helps employers implement such plans. There are many tax benefits and asset protection aspects to such plans, if they are properly designed and implemented.

The following are examples of plans that Steve Yahnian has advised upon, designed, implemented or given counsel:

• IRAS;
• Roth IRAS;
• SEP's;
• Simples;
• TSA's;
• Keoghs;
• Profit Sharing;
• Money Purchase;
• Target Benefit;
• 401(k);
• Employee Stock Ownership Plans (ESOP's);
• Secular Trusts;
• Rabbi Trusts; and
• Other types of Non-qualified plans

In addition, Steve Yahnian has given counsel and analysis regarding the following:

• Highly Compensated Employees;
• Eligibility and participation;
• Contribution and Benefit Limitations;
• Permitted Disparity;
• Funding Requirements;
• Vesting;
• General Distribution Requirements;
• Minimum Distribution Requirements;
• Tax Deduction Rules;
• Taxation of Distributions;
• Participant Loans;
• Life Insurance and Death Benefits inside of a Plan;
• Tax on early distributions;
• Saver's credit;
• Determination Letters;
• IRS and DOL Correction programs;
• Operating the Plan;
• Reporting to Governmental agencies;
• Preparation of Summary Plan Descriptions;
• Fiduciary Responsibilities;
• Prohibited Transactions;
• Termination of Plans;
• Top Heavy Plans;
• Multi employer Plans;
• Rollovers; and
• Qualified Domestic Relations Orders

Probate Administration. We represent fiduciaries in the administration of estates.

Our practice includes petitioning for appointment of personal representatives in estates, preparing and evaluating inventory and appraisements, monitoring the creditors' claim process, petitioning for instructions regarding interpretation of wills or for instructions regarding actions to be taken by the personal representative, and petitioning for preliminary and final distributions.

We also advise personal representatives regarding their fiduciary duties, the sale of assets in the estates, and the preparation of accountings and reports.

Real Property. Yahnian Law Corporation performs the following real property services:

Sales, Use and Property Taxes. We have extensive experience advising clients with respect to California sales and use taxes, and real and personal property taxation, and representing clients in matters involving such taxes before the California State Board of Equalization, local assessment boards and courts.

Summary Estate Procedures.We represent beneficiaries and heirs in obtaining assets that may be passed by a summary probate procedure. We prepare and record affidavits of death of joint tenant for the passage of joint tenancy assets to the surviving joint tenant. We prepare affidavits for the passage of personal property under $100,000. We prepare affidavits for the passage of real property under $10,000. Our practice also includes petitioning to the court for determination of succession of real and personal property if the property is valued under $100,000 and petitioning for the determination and confirmation of property passing or belonging to the surviving spouse. We also assist in the transfer and distribution of assets under the summary probate procedures.

Tax Planning. Steve Yahnian is a Certified Taxation Law Specialist as designated by the California State Bar Board of Legal Specialization, a CPA and has a Master of Laws in Taxation . He has prepared numerous tax opinions in his over two decades of practice and is frequently retained by CPAs or other law firms to provide tax-planning advice or render tax opinions.

Tax Problems. Yahnian Law Corporation provides representation in IRS, FTB, SBE and EDD Audit & Collection Matters, including "Offers In Compromise, Installment Payment arrangements, audit reconsideration's, and defense against levies and liens."

Steve Yahnian has numerous years of successful experience representing individuals and businesses being audited by the Internal Revenue Service. Steve Yahnian, in appropriate cases, provides clients with the assistance in the preparation of income tax returns and the preparation of amended returns as well as the preparation of accurate books and records where clients have failed to maintains books and records, Steve Yahnian has also represented individuals and businesses before the United States Tax Court.

The firm assists clients in cases where the IRS or state taxing agencies have initiated collection efforts including the use of tax liens, levies, and wage garnishments. The firm is experienced in the preparation of "Offers in Compromise." The firm also explores a client's ability to discharge a tax claim in bankruptcy. Steve Yahnian is also experienced in Innocent Spouse matters.

In summary, Yahnian Law Corporation handles the following Tax Defense Matters:

• Assessments;
• Audits;
• Appeals;
• Levies;
• Liens;
• Innocent Spouse Relief;
• Tax Litigation;
• Offers in Compromise
• Installment Payment Arrangements;
• Bankruptcy Discharges of Taxes;
• Responsible Person;
• Trust Fund Penalties;
• Employment Taxes;
• Sales Taxes;
• Penalties and Interest Issues;
• Subpoenas;
• Priorities;
• Seizures and Sales;
• Taxpayer Bill of Rights;
• Taxpayer Advocate Negotiations;
• Statutes of Limitations Defenses;
• Transferee Liability Issues;
• Tax Collection in Insolvency;
• Collection Agreements;
• Closing Agreements;
• Selected Criminal Tax Matters;
• Estate and Gift Tax Collection Issues
• Independent Contractors Issues;
• Cancellation of Debt;
• Unfiled Tax Returns

Trust Administration.

In addition to estate planning activities in drafting a trust instrument, we also represent trustees and beneficiaries in administration of trusts.

Our practice includes petitioning for transfer of assets into the trust after the death of the trustor in the event title was incorrectly cleared, funding subtrusts, petitioning for instructions regarding the interpretation or modification of trusts, monitoring the creditors' claim process, petitioning for instructions regarding actions to be taken by the trustee, petitioning for termination of trusts, and petitioning for resignation of trustees and for the appointment of successor trustees.

We also advise trustees regarding their fiduciary duties, the sale or distribution of trust assets, and the preparation of accountings and reports.