Hogwash Volume 27

July 2014
Welcome to Hogwash!


Rosi and Gardner

If this is the first edition of Hogwash! you've received it's because someone you know thought that you would like to receive it and perhaps pass it on to a friend.

If you enjoy this E-newsletter and know others who you think would like to be on our list or receive a copy by mail, please let us know at info@rosigardner.com

The highest compliment we can receive is a referral from a friend. Although we've been in business together for more than twelve years, have more than 50 years of combined legal experience experience, we are never too busy to help those you refer to us: your family, friends, neighbors, and co-workers.


A new way to invest

In the past it's been extremely difficult for a Michigan entrepreneur to obtain investors, other than millionaires and the like, without running afoul of the regulations imposed by the federal Security and Exchange Commission and comparable state securities laws. Until now, the only way for a normal small investor to reasonably participate in equity markets is through Wall Street firms and the stock markets.

That's changed with the recent enactment of a law making possible for Michigan citizens to make a small investments in Michigan corporations, partnerships or other Michigan entities, free of the complexities of current Federal and State regulations. Most of those regulations were laws put into effect in 1933 following the 1929 stock market crash that precipitated the Great Depression.

Taking advantage of the intrastate offering exemption from these laws, last December 30, Governor Snyder signed what is best known as the Michigan invests locally exemption or Mile Act. This act opens the doors to give citizens the opportunity to invest in Main Street, not just Wall Street.

The Mile Act offers both Michigan entrepreneurs and Michigan investors a different way to think about investing. Through what has become known as Crowdfunding, a Michigan citizen with an idea may solicit other Michigan residents, and only Michigan residents who are not accredited investors, to invest in either the equity of the venture or to loan it funds up to no more than$10,000 per investor. (An accredited investor is an individual with income exceeding $200,000 in each of the two most recent years or joint income with a spouse exceeding $300,000 for those years and a reasonable expectation of the same income level in the current year.)

To counter suggestions that The Mile Act contemplated a state stock exchange, the Michigan State House of Representatives, on a vote of 110 to 0 passed HB 5273 which amends Michigan's Uniform Securities Act. The goal – to authorize creation of a new type of intrastate broker-dealer and establish Michigan Investment Markets to connect buyers and seller of intrastate securities including over the Internet. The bill is now before the Senate Banking and Financial Institutions Committee.

The Internet is replete with articles about Crowdfunding that often reflect Michigan as being in the forefront of the movement. The SEC has proposed extensive rules regarding Crowdfunding for which comments were solicited until February 3, 2014. Those rules have not been finalized so we should all wait and see what turns up.

No matter what happens, it appears that intrastate crowdfunding may have a positive impact on the economic future of Michigan, a goal that each of us hope to see accomplished.

Issue: 27
In This Issue
Get Out of the Doghouse Day
Waiver of Liability
The Ungift?
Karen's Home Cooking


Sweden's National Housing Board, the country's main land and housing authority, recently ordered a hotel in northern Sweden to install fire alarms… despite the fact that this particular hotel is built completely out of frozen water.

Each year, in the village of Jukkasjärvi, an "ice hotel" is built entirely of (you guessed it) snow and ice, including the beds and chairs. The hotel operates between December and April. During that time guests pay top money to snooze in polar-tested sleeping bags, sip vodka out of ice cups, and enjoy a hotel where the interior temperature hovers around 23F. Although some things in the hotel could be considered flammable (decorations, luggage, people), the hotel operators find it hard to believe that the Swedish government cares so much about hotel's self-flagellating guests that it's going to require fire alarms.

In the U.S. a large segment of the population often complains about our government acting as too much of a "nanny," rather than letting people live their lives as they see fit and take their own risks. A quick look at international legal news should help everyone here feel a little better about the good ol' freedom enjoyed in the United States compared to other parts of the world.

Get Out of the Doghouse Day

Once a year you get the chance to get out of the doghouse if you're in trouble with someone you care about.

In honor of this holiday, which in 2014 is celebrated on July 21, we'd like to share a link to a YouTube video about husbands confined to the doghouse for either the gifts they chose to mark a special occasion or their insensitive comments to their wives. We got a big kick out it and hope you do too.

Waiver of Liability


Germany's 7-1 win against Brazil in a soccer World Cup semifinal match shattered all sorts of records, becoming the most lopsided loss in the Brazilian national team's glorious 100-plus-year history and also the single most "tweeted-about" sports game of all time (there were approximately 35.6 million tweets, beating the 24.9 million for Superbowl 48).

Many of the "tweets" undoubtedly referenced Neymar Jr., the Brazilian star player who was missing from action due to a different kind of shattering: during his team's previous match against Colombia, he was kneed in the back by an opposing player and suffered a fractured vertebra that ruled him out for the rest of the tournament.

Injuries are always a possibility during the practice of sports, especially team sports that involve a great deal of physical contact. This possibility can cause stress not only to the practitioners themselves, but also to any person or entity that organizes sporting events. For the organizer, even something seemingly harmless (say, a benefit basketball tournament) could turn into a big headache if a participant slips on the court and blames the organizer for the ensuing injury. That is why event organizers generally require participants to sign a waiver or release-a document where the participant releases from any future negligence claim he/she may have against the organizer, in exchange for an opportunity to participate.

But these waivers or releases only forgive the organizer in advance for claims based on negligent conduct. In contrast, the participant does not waive or release any claims based upon either gross negligence or the willful or wanton misconduct of the organizer (or other participants, for that matter). Without bothering our readers with the legal distinctions involved, it suffices to say that the organizer of a softball tournament probably could not set up a bear trap in the outfield and then rely on the waiver to get away with it.

The Ungift?

Here's the situation: you are dying. You are dying of cancer, and your medical bills are mounting. One of your adult children holds a series of fundraisers, to help pay those medical bills. Before you die, your daughter tells you that the fundraising has been quite successful, all of the bills have been paid, and there is almost $50,000 "extra." That's terrific! You tell her to divide the extra with her sister, your only other child. You walk on, your medical bills are all paid, and each of them receives $25,000, right?

Wrong, says the Michigan Court of Appeals. Faced with just those circumstances, the Court said that the money had been raised to pay his medical bills, and therefore was not yours to give or gift as you like. The Court imposed a "constructive trust," ordering that the "extra" money be turned over to your Estate (and is therefore subject to other creditor claims, etc.).

So, it ends up in the same place, right? Wrong (again). Did you forget that you had a surviving spouse (who is not the mother of your daughters)? A surviving spouse has, in most instances, a claim to the first $250,000 of estate assets. So, that money that was raised by your daughter, that was more than enough to pay your medical bills, that you thought you were gifting to your daughters . . . goes to your surviving spouse.

Ad hoc estate planning does not always work out the way you intend . . .

None of us likes to think about the end of life, but wouldn't you rest more peacefully if you knew your heirs would get exactly what you intended – not what the state or the courts mandate. To discuss your estate planning needs give us a call at 231-941-5878 to learn how we can help you make sure your wishes are carried out.

July Special Offer

$250 Will & Testament!

Contact us before August 15 and say Hogwash! and we will draft your simple*
Last Will & Testament for $250!

*Complex distribution schemes, testamentary trust provisions, etc. may
involve additional charges.

Offer Expires 8/15/2014

Karen's Home Cooking

We are cooking simple at our house this summer, like usual. The strawberries are in season and I can't get enough. Here's a nice summer meal we savored at our house last weekend. Enjoy!

Strawberry Pistachio Salad

Arugula, spinach, lettuce mixture


Balsamic Vinegar

Sugar (or honey)


Pistachios, chopped (they taste better if you heat them for a couple minutes in a cast iron pan)

Cottage cheese

Simmer strawberries on medium heat with a little sugar and balsamic vinegar. Add fresh squeezed lemon juice and a little more sugar to taste. Let it cool down before adding to salad greens. Top with a tablespoon of cottage cheese and chopped pistachios.

Shrimp and Avocado Appetizer

Toast or grill buttered bread and cut into triangles.

Mix two avocados with chopped sweet onion, sour cream, cilantro, lime juice and sea salt.

Dollop the avocado mixture on toast, add a steamed shrimp and top with fresh basil leaves.

Grilled Steaks with Homemade Steak Sauce

Prepare a marinade of red wine, salt and pepper, smoked chipotle and Spanish paprika. Pour the marinade over the steaks and let it sit at room temperature for at least one-half hour before grilling.

Homemade Steak Sauces

Recipe 1

1 cup ketchup

2 tbsp Dijon mustard

1 tbsp Worcestershire sauce

2 tbsp apple cider vinegar

4 drops tabasco

salt, pepper

Mix and refrigerate.

Recipe 2

1 Vidalia onion

2 cloves garlic

1 cup ketchup

1 lemon

1 tbsp Worcesteshire

1/4 cup white wine vinegar


2 tbsp soy or tamari sauce

2 tbsp dark brown sugar

1 tbsp Dijon mustard

3 tbsp chopped fresh thyme

salt, pepper

Bring ingredients to a boil and simmer for 30 minutes, stirring occasionally. Pour the sauce through a mesh strainer, use a spoon or spatula to press down the onions and garlic, catching the liquid in a large bowl. Let it cool and refrigerate. The sauces will keep, refrigerated, for 2-4 weeks. This makes a great barbeque sauce for chicken too.

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Rosi & Gardner, P.C.
735 S. Garfield Avenue
Suite 202
Traverse City, Michigan 49686

Philip R. Rosi

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Email Philip

Gary Allen Gardner
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