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.

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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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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Buy-Sell Agreements Plan for Unexpected

Have you ever met a routinely pessimistic entrepreneur? Of course not. Only optimists start companies. Clients hiring a business lawyer almost never consider the prospect of a failed business, or a business absorbing an unexpected shock. Success handles itself. It is the job of the attorney to force entrepreneurs to confront potential failure and radical change. Consider:

  • What happens if your partner dies or retires? Do you want to be in business with the widow/widower? Where are you going to get the money to buy out the decedent anyway?
  • How are you going to handle things if your partner’s other deals bring him down? What if there is a bankruptcy?
  • What if your partner quits and goes into business against you?

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Succession Planning: Not to Be Delayed

Will your business outlive you? In my experience, the value of a small business or professional practice quickly vaporizes upon a key owner’s death in the absence of a clear succession plan. This is especially true for businesses whose main assets are strong customer/client/patient relationships.

Goodwill has very real – but ephemeral – worth, and absent a plan, successors to the business must make essential decisions without the deceased owner’s knowledge, resources or valuable handshake. Meanwhile, clients, patients and customers forge new loyalties with competitors. Longtime staff members consider employment opportunities with a sharper future.

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Legal Strategies: Ohio’s Legacy Trust Law Protects Assets

Business clients typically minimize exposure to creditor claims by using liability-limiting business structures, by maintaining appropriate insurance coverages, by maximally funding qualified retirement plans and by dispersing asset ownership within the family.

High-net-worth clients, whose activities subject them to extraordinary claims, may now also use an additional tool to protect a portion of their assets – an Ohio Legacy Trust (OLT).

Placing assets into a plain vanilla revocable living trust does not shield them from creditors. An OLT is an irrevocable trust, the assets of which are protected. An OLT is funded with “excess” assets – assets that are not needed to take care of existing obligations and assets that are not “already-protected.”

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