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.

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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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”).

(more…)


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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