BUSINESS TRANSACTIONS & CORPORATE GOVERNANCE

PRACTICE AREA / UTAH BUSINESS LAW ATTORNEYS

At Richards Brandt, we work with established businesses, start-ups, small businesses, and publicly traded companies on a variety of business-related issues. Our business law attorneys have experience in document and contract creation, organizational structure and planning, mergers and acquisitions, and corporate governance in Salt Lake City and across the U.S.

BUSINESS LAW AND CORPORATE ATTORNEYS IN UTAH

Courage, responsibility, and nerves of steel. That’s what it takes to own or operate a business these days. We understand that all businesses have to walk the fine line between having expert legal counsel and keeping costs in line. That’s why we take a pragmatic approach when it comes to legal strategy. Our philosophy is that the simplest solution is often the best solution. Our attorneys focus on what matters to our clients — a practical strategy that will safeguard the business and help protect the bottom line.

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BUSINESS LAW REPRESENTATION YOU CAN DEPEND ON

Richard Brandt's Adam Affleck in Meeting

Every business has a life cycle. Some last longer and become stronger than others. Analysis of the unique challenges and opportunities of any particular business is not a simple matter. Every business needs customized legal counsel.

Examples of issues that Richards Brandt business attorneys help clients with include:

  • Administrative Guidance and Compliance
  • Asset Protection
  • Business Entity Formation and Dissolution
  • Business Succession Plans
  • Capital Acquisition & Financing
  • Commercial Transactions, including Uniform Commercial Code (UCC) Transactions and Compliance
  • Contracts
  • Corporate Governance, including Articles of Incorporation or Organization, By-Laws, Shareholder Agreements, LLC Operating Agreements, Partnership Agreements, Resolutions, Consents, Proxies, and Meetings
  • Distribution Agreements
  • Employment and Labor Law
  • Non-Profits & Exempt Organizations
  • Immigration Audits and Counseling
  • Mergers & Acquisitions
  • Real Property Purchase and Sale Transactions
  • Religious Organizations
  • Secured Transactions
  • Shareholder Agreements and Limited
  • Limited Liability Company Operating Agreements
  • Small Business Consulting and Advice
  • Start-Ups & New Business Consulting and Investing
  • Trade Secret Protection
  • Trademark & Copyright Registration, Licensing, and Transactions
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RECENT BUSINESS LAW UPDATES

Avoiding dissolution pitfalls and protecting against post-dissolution liability for company debts and claims

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BUSINESS LAW ATTORNEYS AT RICHARDS BRANDT IN SALT LAKE CITY, UTAH

Lincoln Harris

Lincoln Harris

Shareholder and Family Law and Construction Law Practice Chair

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Steven Bergman

Steven Bergman

Shareholder

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Alexandria M. Westover

Alexandria Westover

Associate

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Adam Affleck

Of Counsel

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Cathy Campbell

Of Counsel

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GOOD PLANNING IS THE BEST WAY TO MITIGATE FUTURE PROBLEMS

Jon Parry

At Richards Brandt, we believe the best way to handle business legal challenges and problems is to avoid them altogether through good planning. Solid planning will also enable you to take advantage of opportunities when they come along – taking on new clients or new lines of business, or even selling the business if the right opportunity arises. We’ll put our decades of experience to work for you to identify potential problems to prevent lawsuits and avoid expensive litigation down the road.

Every business may experience legal challenges at one time or another, so if something unexpected does arise, we’re here to help with a proactive approach to defend your business’s best interests.

FREQUENTLY ASKED QUESTIONS (FAQS)

BUSINESS TRANSACTIONS & CORPORATE GOVERNANCE / FEATURED FAQS

A: To decide which entity is right for you, we look at: liability, taxation, and maintenance. Both corporations and LLC’s have limited personal liability—this means that owners are usually not responsible for business debts. However, corporations and LLC’s are taxed very differently—corporations are classified as a separate taxable entity, whereas LLC’s are typically taxed as a pass-through entity (unless you choose otherwise). And corporations and LLC’s have different levels of maintenance—LLC’s have fewer reporting requirements and can operate solely with members acting as the managers. Conversely, corporations are required to hold certain annual meetings, keep certain records, and appoint boards and officers to manage the company for the stockholders. Every situation is unique so we recommend that you consult with an attorney in making your decision. Contact our firm, Richards Brandt, if we can help you decide which entity is right for you.

A: A business lawyer helps business owners at every stage of business ownership, from start-up, through long-term growth, and when the founders transition business ownership. Any business owner who is serious about growing their business and depends on the business to provide for themselves, their family, and their employees should have a strong relationship with a good business lawyer. What value does a business lawyer bring? In short, an effective business lawyer helps to grow and protect the client’s business. Besides drafting business contracts and representing the business in court if litigation arises, good business lawyers provide their clients much more – they provide legal counsel in helping clients plan for and navigate through challenges and disputes that may arise regarding customers or employees, collaborate with other critical business advisors such as accountants, and advocate in support of the business. Good business lawyers are also proactive in helping their clients plan for growth and make use of new business opportunities.

Answered by:

Matthew C. (Matt) Barneck

Matthew C. (Matt) Barneck

Shareholder

A: One of the most common problems I see when a small business finds itself in litigation is the lack of proper documentation. It might be that you haven’t formed the business properly, or you haven’t documented an agreement among the owners about who owns what percentage or how the business is going to be run. Or it might be that there isn’t written documentation to reflect a key transaction such as a purchase or sale. You’d be surprised at how common that is, even in the 21st Century. And if you find yourself in that situation, it can be difficult to defend or pursue litigation.

If that’s what you’re facing, my suggestion is try and get the documents in place now. If you formed an LLC, for example, but you don’t have an operating agreement, contact a business lawyer and get one put together. Or if there is a purchase or a sale or an option that you’ve agreed upon with a handshake, put it in writing. That kind of documentation will sometimes help avoid litigation, or at least make your case stronger if you do end up in litigation. And the cost savings is well worth it. Litigation is very expensive. The cost is usually measured in the 10s of the thousands of dollars, not in the thousands. And once you are in litigation, you will quickly spend multiples of the cost it would take to make sure you have proper documentation of your business entity and your transactions. So I recommend that you contact a good business lawyer in Utah and get some advice about it.

A: Just as all people are unique and have special attributes critical for their success, every business is different and has different opportunites and challenges. It takes time for a lawyer to learn the important details of a business client and its founder or owners. The lawyer should also have a basic understanding of the business’s industry. So when a new business challenge or opportunity arises, it is critical that the business already has a lawyer who can effectivlely counsel to take advantage of the opportunity or minimize the impact of a problem.

A: There are several steps to starting an LLC. First, you must determine what type of LLC is right for you. Second, you should counsel with a tax advisor to decide on the best tax treatment for your LLC. Third, you should consult with an attorney to decide on and draft your formation documents (like your Organizational Consent, Certificate of Organization, and Operating Agreement). Fourth, you’ll need to register your LLC with the appropriate tax authorities, like the IRS and the state tax commission. Fifth, you’ll need to consider whether you need payroll services, employment agreements, employee withholding accounts, an employee handbook, independent contractor agreements, etc. Sixth, you’ll need to apply in your city and county for the relevant licensing, such as your business license and relevant permits. And there may be other additional steps unique to your line of work. While some steps can be completed on your own, we recommend that you consult with an attorney in planning for your new LLC. Contact our firm, Richards Brandt, if we can help you with this exciting new step.

A: When you first establish your LLC, you get to choose how it will be taxed. For a pass-through tax entity, you will pay federal and state income tax by attaching a K-1 to each member’s personal tax return. In addition to federal and state income tax, LLC’s must sometimes also pay sales & use tax and other taxes like social security, employee witholding, etc. Whether or not your LLC must pay those taxes depends on whether you have employees and what goods or services your company provides. Every situation is unique so we recommend that you consult with a tax advisor in determining your requirements. Contact our firm, Richards Brandt, if we can help you navigate your tax filing requirements.

A: People often wonder whether their limited liability company (also known as an “LLC”) needs an Operating Agreement. Your Operating Agreement is the document that states how your LLC will be governed. It covers all kinds of things, from adding new members to tax treatment and everything in between. Whether you need an Operating Agreement or not depends both on your local law and how many owners (known as “members”) hold interests in the LLC. Some states require an LLC to have an Operating Agreement, even if there is only one member. Other states allow LLC’s with only one member to do business without an Operating Agreement. However, even then, you may want an Operating Agreement in order to bypass some of the state laws that apply to LLC’s by default. If your LLC has more than one member, you are usually required to have an Operating Agreement. In that case, having an Operating Agreement is even more important because it dictates how the co-members will buy in, sell their interests, make distributions, decide upon managers, cast votes, and resolve disputes with one another. [You can sometimes find Operating Agreements offered on the internet, but we caution you to avoid those—they often lack the most important parts of an Operating Agreement or they contain extremely rudimentary terms that will not protect you and your company fully. Internet vendors are not liable for mistakes in your Operating Agreement, but you might be. Your company is important, so please get your Operating Agreement from a licensed attorney.] If you do not have an Operating Agreement, or if you need to update your Operating Agreement, please contact our firm, Richards Brandt Miller Nelson, and we can help you determine whether an Operating Agreement is right for you.

A: The biggest challenge is inertia – just starting the planning process. Another challenge is not having an experienced professional to coordinate, guide, and complete the planning process with the different professionals (CPA, financial planner, attorney, etc.) involved. The third challenge, which is related to the first, is a lack of time to plan. Too often, business owners wait to begin planning, and a health scare occurs, or a potential buyer suddenly offers to buy the business. If some succession planning has not already been done when those circumstances aries, the business may suffer or the sale opportunity may be lost because the owner is unprepared.

A: A buy-sell agreement is written contract among the business’s owners/partners that details the terms and conditions for changes in business ownership. A buy-sell agreement answers fundamental questions like the following: When and under what circumstances can a partner sell his/her interest? To whom may a partner sell or transfer his/her interst? If the remaining partners buy out another partner, how will the price and other sale conditions be determined? In short, a buy-sell agreement provides a critical written “roadmap” that governs the critical details concerning the sale or transfer of business interests. It is critical for every multi-owner business. Business owners who don’t have a written buy-sell agreement may be destined for chaos and conflict.

A: For any LLC business with multiple owners, it is important to have an experienced lawyer draft a customized operating agreement. This is a subject where “DIY” planning can really backfire and cause harm. This is because the law pertaining to LLCs varies depending upon the unique attributes of members and the business, and there are often operating agreement terms that should be included or should be avoided that only experienced lawyers will be familiar with.

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BUSINESS TRANSACTIONS & CORPORATE GOVERNANCE – CASE STUDIES

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Utah Manufacturing Company Needed Employment Contracts For Key Staffers

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Utah Construction Company Needed Planning For Business Growth & Protection

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Utah Family Enterprise Needed Guidance and Representation to Sell Business

RICHARDS BRANDT REPRESENTS BUSINESSES OF ALL SIZES

Whether you have a small business or large enterprise, our attorneys are prepared to help you assess their options and protect your interests. Businesses and corporations in Utah and throughout the intermountain west look to Richards Brandt for customized, reliable legal services related to business organization and corporate governance.

THE BUSINESS FORMATION EXPERTS — FROM LLCS TO S CORPS AND BEYOND

Business formation issues such as which type of entity to form may seem simple on the surface. However, with dozens of options, and dramatically different implications for each, it’s simply too important to make the decision without legal counsel. You’ll want the advice of an experienced Utah-based business attorney. That’s where we come in. At Richards Brandt, we have decades of business law experience and can help you avoid the legal mistakes that many businesses make. The business law attorneys of Richards Brandt understand the legal complexities and pitfalls of business operations, and we know how to assess your unique objectives and help you structure your enterprise to best suit your needs. Our corporate lawyers’ business litigation experience means we can advise new and growing businesses about strategies to prevent lawsuits down the road.

In addition to business formation or dissolution actions, we help our clients with a variety of legal tasks such as:

  • LLC formation
  • Partnership dispute resolution
  • Buy-sell agreements
  • Corporate compliance
  • Employment issues
  • Document preparation
  • Employee handbook drafting
  • Contract disputes
  • Incentive bonus compensation plans
  • Non-qualified deferred compensation plans
  • Phantom stock/equity plans
  • Employee contracts
  • Wage and hour disputes
  • Workers’ compensation matters
  • Employment discrimination
  • Wrongful termination claims or litigation
  • Contract negotiations
  • Licensing issues
  • Non-compete clauses
  • Trademark infringement
  • Commercial real estate transactions
  • Payment disputes
  • Articles of incorporation
  • Breach of contract
  • Uniform Commercial Code claims
  • General business and commercial dispute resolution
  • Business dissolution issues
  • Business fraud or embezzlement
  • Insurance law
  • Partner and shareholder disputes
  • Employment disputes
  • Theft of trade secrets
  • Unfair competition
  • Wrongful interference with business relations
  • Pursuing collection of debts owed to your business
  • Litigation involving officers and directors
  • Shareholder rights Business-to-business defamation
  • Appeals
  • Intellectual property protection

WE LOVE TO COLLABORATE!

Our lawyers often collaborate with other lawyers and professionals such as CPAs, financial planners, and tax advisors, at the client’s request. We work to provide the best possible strategies to resolve issues and mitigate risks. This includes helping you navigate complex state and federal laws.

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Richards Brandt has been serving clients throughout the state of Utah and the Intermountain West for more than 40 years.

We are highly regarded in each of our practice areas, and our attorneys are recognized both in Utah and nationally for our commitment to the representation of our clients’ interests.

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