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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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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Arbitration – Frequently Asked Questions

What is arbitration?
Arbitration is a dispute resolution process.
When will a dispute be resolved by arbitration?
A dispute will be resolved by arbitration if the disagreeing parties have previously agreed in writing to resolve future disputes via arbitration.
How do I know if I agreed to arbitration?
You will know if you agreed to arbitration by reading carefully the contract or agreement that governs whatever item/service you purchased or signed up for. Nearly all online services will include an arbitration clause in their standard user licensing agreements. In fact, if you’ve ever clicked “I Agree” before installing software or upon creating a username/password for an online service, you have likely agreed to arbitrate a future dispute.
What if I didn’t know I agreed to arbitrate …

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Phone Scam – February 8, 2018

A local woman called this afternoon indicating she had received a voicemail from our office requesting credit card information.  I verified that nobody in our office had ever heard of this particular person, and that nobody in our office made such a call.  It would appear, then, that someone is spoofing our office’s phone number in an attempt to defraud people of money.
Caller ID is quite easy to manipulate.  Many smartphone apps permit a caller to select the number they appear to be calling from. The Federal Communications Commission offers this information about Caller ID “spoofing.”
Here, the caller poses as a law firm attempting to collect on a debt.  Some firms (particularly collection law firms) make similar, legitimate phone calls, …

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Will Contests in Ohio – Frequently Asked Questions

If you expected an inheritance from a loved one but did not receive it, or received less than anticipated, you may have a good reason to challenge the deceased person’s last will and testament. Challenging the validity of a will is commonly called a “will contest,” and the person who created the will is called the “testator.”

Who may contest a testator’s will?
Anyone who would have benefited from the testator’s estate if the will in question did not exist. The contestant must prove they would have inherited by either the testator’s prior will, or by Ohio’s intestacy laws if the testator had no prior will. If the contestant would not receive an inheritance from testator’s prior will or from Ohio’s intestacy …

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Frequently Asked Divorce Questions

How long does divorce take in Ohio?
The length of a divorce proceeding depends on the type of divorce being pursued, and how agreeable the spouses are.  The fastest route is a dissolution of marriage.  Dissolutions require fully cooperative spouses, and can be finalized about 30 days after court filing.  The longest route is likely a contested divorce, which might not be resolved for years.
These time-frames are from filing date to court decree.  If a spouse wishes to modify the divorce decree (or appeal it), the spouses will find themselves in court again.  In this way, some divorces have several rounds, especially those involving child custody or property division disputes.
What type of divorce is right for me?
The divorce procedure you select …

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