Business Lawyers in Salt Lake City, Utah
“The business of America is business.” (Calvin Coolidge, 1925)
At J.D.Milliner & Associates, we understand Business Law and appreciate the fact that small businesses are the engine that drives our local and national economies. We also understand that entrepreneurs and business owners face a myriad of legal issues in starting, running, building and eventually selling their businesses, or passing them on to the next generation. As Business Lawyers in Salt Lake City, Utah, we can assist you with essentially every step of your entrepreneurship process from entity selection and formation, to ongoing entity governance, to regulatory compliance, to negotiating and documenting important contracts and transactions, to litigation, to succession planning.
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Business Law Topics
Entity Selection, Formation and Governance:
There are many types of business entities. The most common are: Sole Proprietor, Partnership, Limited Partnership, Limited Liability Company (or “LLC”), and the so-called “S” and “C” Corporations. Each business form has different rules for personal liability, tax liability and internal governance. For reasons we can explain during our initial consultation, we believe that the LLC, the “S” Corporation or the “C” Corporation are the best choices for the vast majority of businesses. Once you have selected the proper form for your new entity, in addition to drafting, signing and filing articles of organization (for an LLC) or articles of incorporation (for a corporation), you probably should also have an operating agreement (for an LLC) or bylaws (for a corporation) to govern how your company is run – especially if there will be more than one owner. You may also want a member agreement (for an LLC) or a shareholder agreement (for a corporation) to govern how major owners will conduct themselves when significant events happen. As Business Lawyers in Utah, we can assist you with negotiating, drafting, properly executing and implementing these important documents. We can also guide you with understanding and complying with the on-going governance rules that apply to your entity.
Transactions, Mergers & Acquisitions:
At some point, every business is involved in important transactions that are critical to the continued success of the organization and/or to the owners’ ability to realize a profit on their hard work and investment. Whether that transaction is the purchase or sale of a significant asset, be it real property, personal property, or a combination of the two; or the merger with, or acquisition by or of, another company, our legal advice as your Salt Lake City Business law Attorney we can help ensure that everything is properly negotiated and documented so as to avoid the unpleasant surprises, or even catastrophes, that can occur if you don’t have someone to make sure “all the t’s are crossed and i’s are dotted.” To have consideration in business, an agreement or contract must have what is referred to as “consideration” to be legal and binding in commercial business law. Transactional services may be performed through our subsidiary firm, Strategic Legal Advisors, L.C.
More and more these days, bankruptcy is becoming a regular part of the business and financial landscape. When a notice of filing is received, business people are frequently inclined to simply curse under their breath and write off the debt in the belief that they’re never going to see any of the money that’s owed to them. While that may have been true in the past, it isn’t necessarily true today. The Bankruptcy Abuse Prevention and Consumer Protection Act of 2005 made it a bit more difficult for an individual debtor to file a traditional “no asset” Chapter 7 bankruptcy case – especially if the debtor makes more than the median income for his/her state of residence. If these high-income debtors want relief they now must file either a Chapter 13 or a Chapter 11 case.
A Chapter 13 case requires debtors with “regular income” to pay all of their discretionary income over to a bankruptcy trustee, for a period of at least 3 but not more than 5 years. The trustee then distributes these monies to creditors according to the terms of the debtor’s Chapter 13 Plan, which must meet certain requirements. A high-income debtor who wants bankruptcy relief, but who doesn’t have “regular income,” must file a more complex and administratively expensive Chapter 11 “reorganization” case. Like Chapter 13, Chapter 11 requires the approval and completion of a plan, but the requirements for a Chapter 11 plan are somewhat more flexible than in Chapter 13.
As Business Lawyers in Utah, J.D.Milliner & Associates will help you maximize your potential recovery, whether in Chapter 7, Chapter 13 or Chapter 11, by making sure your claim is properly filed and handled by any applicable plan, and by looking at the possibility of getting a “nondischargeable” judgment against the debtor, which would survive the bankruptcy process. Many creditors are not aware that a loan or other obligation that was obtained by fraudulent or otherwise illegal means may not be dischargeable in bankruptcy if the creditor acts promptly.
Another frequent issue for bankruptcy creditors is where a bankruptcy trustee sues to recover as “preferences” monies or other property that was transferred by the debtor to the creditor within the 90 days immediately prior to the filing of the bankruptcy case using the trustee’s so-called “strong arm” avoidance powers. As Business Law Attorneys in Salt Lake City, J.D. Milliner & Associates provides only the highest quality of legal services, and we can also help you to minimize the damage of having to deal with a trustee’s avoidance suit.