Archive for September, 2008

Federal Government Resources

Tuesday, September 30th, 2008

It can be very helpful at times to anticipate what the law will be, not what it is.  A change in the laws, rules or regulations affecting your industry can have a dramatic effect, for example, on how your company operates or the success of a transaction or even of your entire business.

Being a member of industry organizations will help keep your company abreast of potential changes in the law.  But given what’s happened in Washington the past week with a proposed bailout or other solution to address the credit crunch in the U.S., tracking legislation directly via the source can be more timely.

To that end, there are some excellent federal resources available online.  The Library of Congress offers Thomas, which provides easy access to federal legislative and other information.  I primarily have used Thomas to search for specific text in Bills under discussion and Committee Reports, but it includes links to access current activity in Congress, Public Laws since 1973, House and Senate roll call votes since 1989, Presidential nominations, and treaties entered into by the U.S. since 1990, among many other options.  Thomas also has links to other House, Senate, Executive and Judicial Branch resources.

Another useful federal resource is USA.gov, the official U.S. gateway to all government information.  There’s so much information that it can be overwhelming, but the U.S. government has done a good job of providing it on the Internet.  In my opinion, their websites are better organized and easier to use than those of many private companies.

Copyright Flowcharts and Checklists

Tuesday, September 23rd, 2008

I am a big fan of flow charts, process maps and checklists in streamlining and organizing work.  While the downside is that you might miss important detail, I believe that the gains usually outweigh the costs in time saved and energy expended.

I previously highlighted Erik Heels’ excellent drawing that explains copyright law in my post here.  IP law firm Bromberg & Sunstein has a useful flowchart for determining when U.S. copyrights in fixed works expire.  Federal copyright law states that a work is “fixed” when it is embodied in a tangible medium of expression.  If a work is not fixed, it is not eligible for federal copyright protection, although it may have protection under state law.

Cornell University has posted a chart, Copyright Term and the Public Domain in the United States, that details copyright duration in a different format.  The Copyright Advisory Network of the American Library Association offers a Digital Copyright Slider to determine if copyright protects a work that first was published in the United States.

The Copyright Management Center at Indiana University offers a Checklist For Fair Use.  U.S. copyright law basically defines “fair use” to mean that one can use a copyrighted work without infringing on the copyright.

Finally, on a more general level, Professor Lionel S. Sobel has produced a flowchart, a Copyright Navigator, a digital annotated concept map of the fundamentals of U.S. copyright law.

Real Estate Investment Trusts

Monday, September 15th, 2008

As a follow up to my last post noting that hard assets, such as real estate, tend to be good inflation hedges, I wanted to provide some basics on real estate investment trusts (“REITs”).  A REIT is an investment vehicle that owns either mortgage notes, real estate or a hybrid that both mortgage notes and real estate.

REITs came into being in 1960.  Most REITs at that time were mortgage REITS – they owned mortgage notes on real estate assets.  However, today, real estate and hybrid REITS are common.  Via securities, a REIT allows one to invest in large, income-producing real property.  That said, REITs come in a variety of flavors and can be sliced and diced a number of ways.

In the United States, three types of REITs as securities exist.  Publicly-traded REITs register with the U.S. Securities and Exchange Commission (the “SEC”) and trade on national stock exchanges.  The are also non-exchange-traded REITs, which also register with the SEC, but which don’t trade on a stock exchange.  Finally, private REITS neither register with the SEC nor trade on a stock exchange.

Additionally, REITs may be distinguished by the type of real estate they invest in.  This can be either broad or narrowly-focused.  For example, there are office REITs, multifamily property REITs, hotel REITs, shopping center REITs, warehouse REITS and storage facility REITs.

Another way a REIT may differentiate itself is for it to focus on a specific state or geographical region.

Companies must qualify to be classified as a REIT.  To do so, they must meet specific requirements of the Internal Revenue Code.  These requirements include the following:

* The REIT must be managed by a Board of Trustees or a Board of Directors.

* The REIT must be taxable as a corporation.

* The REIT must have 100 different shareholders.

* No more than 50% of the REITs shares may be held by five or fewer individuals.

* REIT shares must be fully transferable.

* At least 75% of the REIT’s gross income must be real estate-related, such as from rents or mortgage interest.

* At least 75% of the REIT’s total assets must be real estate assets.

* The REIT’s stock in its taxable subsidiaries may not be more than 20% of its total assets.

* A REIT must distribute at least 90% of its taxable income to shareholders as dividends.

These are some, but not all, of the main limiting characteristics of a REIT. A good book on real estate syndication in general, including REITs, is Samuel K. Freshman’s Principles of Real Estate Syndication.

Inflation and Hard Assets

Sunday, September 7th, 2008

We’ve had many years of low inflation in the United States.  In the past year, however, inflation has increased.  The U.S. economy is complex and many reasons are behind this acceleration.  For example, the industrialization of the economies of China and India have increased the demand for commodities, which are used to build infrastructure.  So the prices of commodities, such as steel and oil, have risen as demand has increased globally.

The law of unintended consequences also has played a part in inflation.  Congress passed and President Bush signed the Energy Independence and Security Act, which mandated a huge boost in the use of corn-based ethanol.  This occurred at a time when world grain stocks are at a 30-year low and prices at historic highs.  With more demand for corn, prices shot up.  Livestock producers and food processors incurred greater costs, as corn is a staple of livestock feed.  As a result, the cost of food rose and now, for example, eggs cost 40% more than they did a year ago.  In fact, even the prices for non-food crops rose as farmers switched from them to grain crops, which are more lucrative.

So what holds value during inflationary times?  Hard assets typically do.  One such hedge against inflation  is real estate.  Despite the housing downturn due to the subprime crisis and resultant credit crunch, real estate historically has been a good long-term investment when inflation accelerates.  Although the market is not at its peak, we haven’t seen a decline in U.S. commercial real estate comparable to the residential slump.  Good value may lie in commercial real estate investment over the next few years.