Nils Johnson Jr., Johnson & Johnson Law Office

Nils Johnson Jr. graduated with honors from Dartmouth College and in 1976 graduated from Boston University Law School.

Johnson has served as a local bar association trustee, as a member of the Ohio Supreme Court’s Board of Grievances and Discipline, and as a member of the Ohio Supreme Court’s Board of Bar Examiners.

He practices in the areas of estate planning, probate, business law, oil and gas, and real estate, and is a frequent lecturer on estate planning and legal ethics. He has been certified by the Ohio State Bar Association as a specialist in the field of estate planning, trust and probate law.

Arbitration Or Litigation?

So the oil company has short-changed you some royalties.  Or maybe you purchased some product online and it arrived in less than ideal condition. Or maybe the destination wedding venue hit you with some suspicious charges.  

When your inquisitive or angry phone call doesn’t fetch the desired result, your next call might be to your lawyer who will likely ask for a copy of the contract. 

Nestled somewhere in that lease, website license agreement or contract, is quite likely a provision that governs how disputes will be settled. By and large, these clauses typically require disputes be arbitrated privately – someplace far away from Youngstown, Ohio.

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Arbitration Or Litigation?

So the oil company has short-changed you some royalties.  Or maybe you purchased some product online and it arrived in less than ideal condition. Or maybe the destination wedding venue hit you with some suspicious charges.  

When your inquisitive or angry phone call doesn’t fetch the desired result, your next call might be to your lawyer who will likely ask for a copy of the contract. 

Nestled somewhere in that lease, website license agreement or contract, is quite likely a provision that governs how disputes will be settled. By and large, these clauses typically require disputes be arbitrated privately – someplace far away from Youngstown, Ohio.

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Solar Energy Leases: Points to Consider

Solar energy firms are approaching landowners in Pennsylvania and Ohio to lease land for solar installations.

American Electric Power, for instance, recently committed to the Public Utilities Commission of Ohio 400 megawatts of solar power.

But while the southwestern United States enjoys considerably more direct normal irradiance, the eastern United States features market forces that are certainly relevant to the sunshine energy industry.

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So You Want to Sell 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.

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Estate Planning for 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 Senate.

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 1916. (more…)


Periodically Examine Your 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 or legal departments in navigating a crisis.

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The Pitfalls of Forming, Operating a Business Without an Attorney

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 of a partner dying, going bankrupt or getting divorced. Go to BusinessJournalDaily.com/legal-strategies.)

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Incentives Enable Old Sites to Be Remediated

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 natural gas liquids in the Utica and Marcellus shale formations will incentivize cracker plants and plastics factories throughout the Ohio Valley. The Shell cracker plant under construction in Monaca, Pa., will not be the first such operation.

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Conservation Easements Are a Win for Everyone

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 generations.

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.

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Unexpected Profits From Mineral Act

In Ohio, as in many states, different people can own different interests in the same piece of real estate.

One owner could exclusively own all the timber rights, while another could own all of the coal rights, with yet another owning the rights to the property’s surface.

This division of ownership interests poses unique challenges to the oil and gas industry, which needs authorization from the surface owner to place a well on the land, as well as authorization from the oil and gas owner to extract their valuable minerals.

When the surface owner also owns the oil and gas rights, the transaction proceeds smoothly.

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What Employers Need To Know about Title VII

Title VII of the 1964 Civil Rights Act bars discrimination in hiring, firing and other employment practices. These include compensation, classification, training and opportunities for advancement.

Although this statute is directed at businesses with 15 or more full- time employees, all businesses, regardless of size, should comply with this law as a best practice. Protected classes include race, color, biological sex, creed or religion, national origin or ancestry, genetic information, age, veteran status, citizenship, and physical or mental disabilities. Government employment and many states also include gender identity, financial status and sexual orientation as protected classes.

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How to Choose the Right Legal Entity

Which legal entity is the right one for your new business? Here are the points to consider:

  • Is limited liability protection important?
  • The nature, size and growth path of the business.
  • Likely sources of financing.
  • Income tax issues.

A one-man operation can be run as a “dba” (doing business as) sole-proprietorship. Where there are a handful of venturers, a simple partnership agreement may suffice.

However, Ohio entrepreneurs should consider operating through a limited liability company (“LLC”).

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Mechanic’s Liens: Traps for the Unwary

Planning on buying real estate? Or providing labor, equipment or services to improve real estate? Or hiring contractors for a commercial property? Then you are advised to understand how mechanic’s liens work.

Mechanics liens secure payment for contractors, material suppliers and laborers providing products or services for real estate improvements.

“Improvement” means constructing, altering or demolishing a building, doing work on a bridge, an oil well or on fixtures inside a building.

A contractor, supplier or laborer needs to know or keep track of:

  • Who owns the job.
  • Who is financing the job.
  • When first work (or first delivery of materials) was done.
  • The timing of necessary filings.

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