Our Practice Areas

The Margolius Firm provides experience in a number of legal arenas, including the following:

Business & Corporate – The Firm will advise a client in selecting the appropriate corporate form for a client’s new or ongoing business.

The Firm drafts the formation, management and transaction instruments related to business associations. We represent private businesses by helping structure their operations and manage their investments. We have extensive experience in (i) crafting sophisticated business structures and (ii) negotiating complex business transactions and financial arrangements. We are well seasoned in drafting (and filing) all organizational documents, agreements, policies, corporate guidelines and policies, handbooks, PPO documents, financial and loan documents, non-competition agreements, non-disclosure documents and confidentiality agreements, and conflict of interest instruments.

The Firm also uses its attorneys to develop strategic business plans and company succession plans.

Contracts – Contracts are promises or agreements that the law will enforce. The law provides remedies if a promise is breached or recognizes the performance of a promise as a duty. Contracts arise when a duty does or may come into existence, because of a promise made by one of the parties. To be legally binding as a contract, a promise must be exchanged for adequate consideration. Adequate consideration is a benefit or detriment which a party receives which reasonably and fairly induces them to make the promise/contract. For example, promises that are purely gifts are not considered enforceable because the personal satisfaction the grantor of the promise may receive from the act of giving is normally not considered adequate consideration. Certain promises that are not considered contracts may, in limited circumstances, be enforced if one party has relied to his detriment on the assurances of the other party.

Contracts are mainly governed by state statutory and common (judge-made) law and private law. Private law principally includes the terms of the agreement between the parties who are exchanging promises. This private law may override many of the rules otherwise established by state law. Statutory law may require some contracts be put in writing and executed with particular formalities. Otherwise, the parties may enter into a binding agreement without signing a formal written document. We review, revise and craft contracts and other instruments for our client’s needs. Some examples of contracts we draft are: commercial sales contracts, commercial leases, employment agreements, non-competition and non-disclosure contracts, loan, promissory note and secured transaction documents.

Estate Planning – Estate planning is the process of anticipating and arranging during a person’s life, for the disposal of their assets upon their death. Estate planning can be used to eliminate uncertainties over the administration of a probate and to maximize the value and ultimate goal of the testator. The Ultimate goal of estate planning may be as simple or complex as the client’s needs dictate. We counsel clients involved in traditional trust and estate planning to protect their property during life and develop plans for smooth and cost-effective distribution of wealth after death. At a time when the tax and public benefits laws are in a constant state of flux, flexibility is the cornerstone of competent estate planning. We provide more than just traditional document preparation. We begin with a comprehensive review of financial and family circumstances, an honest discussion of the client’s planning objectives, and a thorough explanation of the tax laws and long-term care programs that will affect a family’s financial security. Estate planning is essential when dealing with taxable estates, families with minor children or children with special needs, second marriages, future incapacity of a client or an estate’s beneficiary and other situations where either court intervention or complex tax matters would arise without such planning. The firm designs and structures trusts and estate plans to help preserve assets and achieve a client’s goals.

Services offered- drafting simple to complex plans including simple wills and complex wills, trusts for children, revocable trusts, marital and generation skipping trusts, descendant and testamentary trusts, charitable trusts, supplemental needs trusts, and non-U.S. citizen spousal trusts. We complete comprehensive estate plans which usually include financial powers of attorney, living wills and advance medical directives and HIPAA releases for protected medical information. Our comprehensive approach will identify, address and analyze succession, tax, and family matters. In addition to the foregoing, we prepare federal and state estate and gift tax projections; review beneficiary designations on life insurance policies and retirement accounts to ensure that these assets are integrated into the overall estate plan and to maximize income tax deferral; prepare irrevocable life insurance trusts (ILITs), qualified personal residence trusts (QPRTs), charitable remainder trusts (CRTs) and other trust arrangements where appropriate. When occasioned we establish limited liability companies (LLCs) or trusts to hold business assets in order to centralize family management and create desirable and tax-efficient mechanism for estate planning and gifting.

Estate Administration –Whenever a person dies, his or her estate needs to be collected and managed. Estate administration involves gathering the assets of the estate, paying the decedent’s debts, and distributing the remaining assets. Proper estate and trust administration not only involves collecting assets, but ensuring all necessary income and estate taxes are paid and filed, providing comprehensive accountings to estate and trust beneficiaries. We handle administration of small, medium and large complex, local, and multi-national estates and trusts. Without knowledge and understanding of the estate administration process, the whole experience can be pretty overwhelming. We assist our clients in preparation and filing of all and estate administration documents. We assist our clients in treatment of a decedent’s debt’s, retitling of assets and all the duties required of executor’s of an estate. We offer comprehensive estate administration and fiduciary services to trustees and executors and we work closely with financial advisors and other professionals who serve them. Our attorneys are fluent in the complexities of Maryland and DC probate laws, estate taxes, and other issues that often arise during trust and estate administration.

Services offered: Prepare and file probate and administration petitions in the appropriate Court; Submit with executors, trustees, and administrators mandatory reports to the court, prepare formal and informal accountings, resolve creditors’ claims, and distribute estate and trust assets to the named beneficiaries; and prepare and file federal and state estate tax returns, personal income tax returns, and all fiduciary income tax returns required.

Trust Drafting – Creating trusts can be important vehicles for life and estate planning. Once we assess the client’s needs, we will advise the client and draft the appropriate trust document(s) to carry-out those needs. The Firm provides drafting services in the following areas.

  • Revocable living trusts
  • Irrevocable trusts and asset protection trusts
  • Marital Trusts and bypass shelter trusts
  • Special needs trusts
  • Life insurance trusts

Trust Administration – While the creator of a trust is alive, the administration of a trust is often a fairly straight forward matter. After the creator of a trust passes away, however, there are many issues that require the attention of an experienced trust lawyer.

Our firm is pleased to offer comprehensive trust administration services including beneficiary notification, liquidation of assets, required court approvals, resolving trust ambiguities and disputes, managing distribution of property, financial paperwork and receipts, trust interpretation, resolving out of state property issues, dealing with family disputes, sub trust creation and funding (including marital bypass and exemption trusts when necessary) and tax issues.

Non-Profits – Our Firm can assist with comprehensive consulting and instrument drafting in the area of corporate governance for private and public charities.

Private Family Foundations – Our work with private family foundations is two-fold. Formation and Administration.

Formation. Our firm assists in creating multi-generational giving vehicles. We assist our client in choosing the organizational structure and draft the documents required to become a functioning private family foundation. This includes the completion and initial filing with the IRS the application for tax exempt status. We advise how to draft a mission statement, prepare guidelines and policies and handle the ongoing management of the Foundation’s assets.

Day to Day Administration- we are the Foundation’s back office. We ensure that the family foundation is compliant with all IRS requirements on foundations including gifting requirements, due diligence requirements, corporate meeting requirements and filing requirements.   We vet all grantee organizations, handle all grantee correspondence, prepare reports for Foundation directors and work with investment professionals to maximize and protect foundation assets.

Real Estate (Commercial) – Commercial real estate transactions involve more complex issues than residential transactions. A commercial real estate sale contract involves property that is sold or purchased for business or investment purposes. Each type of commercial property will dictate a slightly different commercial real estate contract and terms of sale, thus the sale of a mixed-use, multi-tenant office/shopping complex, for example, will dictate the use of numerous contractual provisions that are not necessary in connection with the sale of unimproved land held for investment, or a single-user commercial building. We assist with the process of negotiating the terms of, and the execution of, commercial real estate sale contracts. Although real estate brokers are frequently retained in commercial real estate sales, commercial brokers generally do not have the knowledge to assist the parties with completing a standardized contract; rather, real estate sale contracts are generally prepared and negotiated through the parties’ attorneys. We provide the following services – drafting and presentation of non-binding letters of intent, setting forth the general terms the parties have agreed to in principal, and then the corresponding contract variations and negotiations.

We assist in all aspects of a commercial real estate transaction including assisting clients with due diligence. Before purchasing commercial real estate and making a significant investment and commitment, a purchaser generally will require that the seller allow for the right of the purchaser to investigate and examine various aspects of the real estate, and to assess the economic viability of the purchaser’s intended use of the real estate. This right to investigate is commonly known as the purchaser’s “due diligence,” and the time period allowed to conduct this investigation is known as the “due diligence period.” Due diligence can involve how the property is currently used, or how it can be used in the future. Buyers, sellers, and owners of commercial real estate must consider zoning requirements in regard to a commercial real estate transaction. All parties are considered to have constructive knowledge of zoning restrictions. These restrictions require consideration of questions like whether the new owners will have to install sprinklers, or whether the new owners can add additional parking. Due diligence usually involves examining financial information as well. Performing due diligence on leases for the acquisition of a commercial property requires some understanding of the various types of leases — what the underlying “norm” is for each and its impact on the economic analysis of the property. In addition, the issues that need to be investigated vary depending on the type of lease and property involved. Generally, due diligence provisions allow for the purchaser to terminate the real estate sale contract based on the due diligence investigation. The due diligence provision is one of the most important provisions of the contract, which works most effectively when it is tailored to the transaction at hand. We always attempt to establish a relationship with our clients so that the provision exemplifies the goals which are most important to our clients’ business. We also handle any environmental component of a real estate transaction.

1031 Exchange – When selling an investment or commercial property, tax is due on the capital gain between the sales price of the property and the basis. If done correctly, a Seller can defer capital gains tax by purchasing a replacement property. Like-kind exchanges of commercial real or personal property under Internal Revenue Code Section 1031 are tax exempt if handled properly. The tax benefit translates into immediate real cash savings for individuals and for corporations. We assist clients in determining if a 1031 exchange is right for them.

Land Development – is a multi-faceted business encompassing activities that range from the renovation and re-letting of existing buildings to the purchase and entitlement of raw land, to the sale of improved land or parcels to others. Developers are the coordinators of these activities. As attorneys we help our clients convert their development ideas into paper which is applied to real land development transactions and businesses. We assist our clients both from advice in legal matters, commercial deal drafting and contract drafting as well as consulting with clients to find real estate deals, financing them, building them and managing them from beginning to end.

Tax Planning – Tax planning is an important for our clients. Careful planning throughout and over the years can be an important component of estate planning, life planning and overall financial plans – the right tax planning with the right documents can help a client achieve financial goals and substantial tax savings. We assist clients with assessing gains and losses, gifts, gift taxes, gift tax returns, asset valuation and appraisals, and appropriate tax saving strategies and vehicles. Tax planning is an important element to all areas of our law practice.

Location & Hours

Monday - Friday: 9am - 5pm

New Location!

39 West Montgomery Avenue
Rockville, Maryland 20850