COVID-19 – Reopening Businesses

The Covid-19 virus has dramatically
changed the way we relate to each other and the way we do business.  As I write this, a million Americans have
contracted the disease, sixty-thousand people have died and 30 million have
been thrown out of work in under a month. 
On March 22 the Director of the Ohio Department of Health issued a “Stay
at Home” order requiring non-essential businesses to close.  “Social Distancing” was ordered and
gatherings of more than 10 people prohibited. 
Thousands of small shops, schools, universities, malls, factories,
non-profits, travel and leisure operations, music venues and sports events had
to close-up shop.

These steps were instituted so that
our healthcare system would not be overwhelmed. 
In Ohio it seems to have worked.  The
Director allowed manufacturing and construction to open May …

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Business Succession Planning

I have previously written about the need for succession planning for a
small firm, such as an insurance agency, small shop or professional
practice. Today, let’s discuss planning for transitions in larger
operations. Regardless of the product or service provided, CEOs and key
employees of both family companies and public ones retire, take other
jobs and sometimes die in the saddle. Plans should be in place that
encompass each of these possibilities.

A succession plan is part of a company’s overall strategic plan,
which addresses a firm’s vision, values, markets and growth
opportunities. Bringing about both is the responsibility of the CEO. If a
business does not have the right people to facilitate strategic and
succession planning, a consultant should be …

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Qualified Opportunity Zones

After a 10-year U.S. economic expansion, taxpayers hold trillions of dollars in unrealized capital gains.

To encourage investment in economically depressed areas, the U.S. Tax
Cut and Jobs Act of 2017 created a program that allows investors to
essentially “roll” what would otherwise be taxable capital gains into
investments into Opportunity Zones (OZ).

These zones were nominated by state governors in low-income areas
determined from community census tracts and there are now about 8,700
around the country.

The Mahoning Valley contains 15, about which The Business Journal has
already written. New U.S Treasury Department regulations have clarified
a number of issues concerning Opportunity Zones.

An investment in an OZ must be made through a Qualified Opportunity Fund (QOF).

A …

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Public Records Requests in Ohio

National publications like the Washington Post and the Wall Street
Journal have recently considered news of The Vindicator’s closing, and
suggest generally that local democracies will go only as far as their
local papers will carry them.  These articles assume that if the local
news dies, so does an informed citizenry.  

Local news organizations unearth and disseminate truths that
unorganized groups simply cannot. Having bright, articulate, experienced
and credentialed journalists on staff give them a natural advantage;
they know where to look. 

However, there’s something to be said for a curious citizen with a
smartphone, a pen, a pad of paper, and a Twitter account.  By leveraging
the provisions of Ohio’s public records laws with the wealth of public
information already …

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Selling Your Business

Baby boomers are leaving the workforce in droves. But a business
owner who wants to retire cannot simply turn off the lights and head to
the beach. Selling a company and getting fair value generally takes
several years and careful planning.

Step One: Polish the apple.

Do not conduct a “Get me the heck out of here” sale. A buyer will not
pay full value if it appears a seller is desperate. The seller should
have a story that conveys a sensible reason for selling. Additionally:

 A business history should be prepared; financials and corporate books should be in perfect order. Three years of tax returns should be gathered. Documentation for IP, licenses and employment agreements should be made available.

 Computer systems should be modern and …

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Estate Plans for the Foreign-born

My namesake and great grandfather, Nils P. Johnson, was a Swedish
immigrant who settled on “Swede hill” at the top of the Market Street
bridge in 1905. He was a wholesale grocer and must have been an affable
man. Foreign accent and all, he eventually was elected to the Ohio

Times were simpler then both for immigrants and business people. When
great granddad came to town, immigration laws were lax and there was
neither an inheritance tax nor an income tax – the latter arriving with
the 16th amendment in 1913 and the former coming a few years later in

These days immigration issues are much in the news in all their
complexity. For instance, with the unemployment rate at …

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How Lawyers Help New Businesses

It can be feverishly tempting to set up a new business without first consulting an attorney.

With 24/7 online business registration from the Ohio Secretary of
State, a new legal entity can be formed in a matter of minutes, day or
night. Why then, does our law office receive so many frantic phone calls
from individuals who did it themselves?

Self-help like this often results in picking the wrong legal entity
for the new business – partnership, S-corporation, C-corp., LLC, etc.,
as well as ending up without an appropriate operating agreement that
states how the entity will be managed.  (A previous article discussed
the need to have effective buy-sell agreements in place as part of the
operating agreement to deal with the possibility …

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Corporate Culture

Corporate culture is one of those terms that seems like it belongs in
a psychology handbook. It’s something that we may not always be aware
of, but it really defines our entire work experience.

Similar to investing in a quality mattress because, as they say, “You
spend half of your life on it,” the prudent businesswoman occasionally
examines their corporate culture because they spend the majority of her
waking hours at the office.

Of course, part of the corporate culture involves legal preparations:
making sure that the business has the appropriate policies in place.
These take the form of employee handbooks, antidiscrimination policies,
sexual harassment policies and the like. Generally, these are used by
either human resources departments in hiring and firing …

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Conservation Easements

Conservation easements – increasingly popular in recent years – allow
landowners to permanently preserve property from development. They
allow continued private ownership with certain tax benefits with the
comforting knowledge that a beneficial usage will continue for future

For agencies or governments representing the public, they provide a
way to preserve open spaces, provide water conservation and protect wild
lands at a much-reduced cost as compared to outright purchase.

Conservation easements come in several flavors according to their
purpose. A landowner may grant an easement for the protection of habitat
for endangered plants and/or animals, for the protection of water, or
for the protection of farmland. A multi-generational farmer may desire
that his farmland never be turned into a neighborhood and …

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Incentives for Remediation

At one time our “Steel Valley,” was one of the great steel regions of
the world, hosting mills along the Mahoning River from Warren to the
Pennsylvania line. Fierce competition from overseas, followed by the
closing of Youngstown Sheet and Tube in the 1970s started a long slide
in industrial production in the region. Yes, a few of the old plants
have reopened, but great stretches of industrial land lie fallow, not
producing profits, tax revenues nor jobs.

However, the location and attributes that once made northeastern Ohio
attractive for industrial development – interstate highway systems,
water transportation via the Great Lakes and Ohio River, natural
resources, skilled workforce and proximity to markets – remain. The
exploration of natural gas and …

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