Buying or selling a business is not as easy as, say, ordering new office supplies. Whether your business is acquiring a competitor in order to expand, or you are looking to sell off your company to another party, there could be multiple players involved, as well as legal questions that need to be answered. First of all, if a company is acquiring another company, or two businesses are merging, there will be multiple stakeholders involved. Once negotiations between the companies are complete, usually the target company’s shareholders must approve the deal. The acquiring business will often sweeten the deal by …
IRS Affordable Care Act Penalty Relief for Small Employers Expires Soon
Previously the IRS announced that employer payment plans would violate the Affordable Care Act and subject an employer to penalties. An employer payment plan is a plan under which an employer reimburses an employee for all or part of the premium for an individual health insurance policy. The penalty for this arrangement is $100 per participant/per day. In February the IRS granted small employers (those with fewer than 50 full-time employees) a break from the penalty through June 30, 2015. If a small employer is still reimbursing employees for individual health insurance premiums, the employer must stop the reimbursements no …
When organizing as an LLC makes sense
When deciding how to organize your business, one big consideration will likely be whether you need to protect yourself from personal liability, in case your business ever gets sued. On the other hand, you will likely want to keep other aspects of your business as simple as possible. One good possible option for many Ohio businesses is to organize as a limited liability corporation, also known as “LLC.” As the name implies, an LLC protects its owners from personal liability for any debts, judgments or lawsuits against the business. This may protect the owners from serious financial peril someday. In …
Ohio nonprofits have organization options, too
Not all businesses have the same goal. Some people start a small business to try to turn a profit each year, expanding both the business and the owners’ personal income. Others want to create a nonprofit to serve the community in some way. In Ohio, a nonprofit organization can serve a charitable, educational, religious, scientific or community development purpose. Just as with for-profit businesses, state law contains several options for organizing as a nonprofit. The most popular form is the nonprofit corporation. To incorporate, the owner must file Initial Articles of Incorporation with the Ohio Secretary of State’s Office. The …
How do I know which business organization type is right for me?
Just as no one pair of shoes fits everyone properly, so too is there a need for more than one type of business organization in Ohio. Different ways of organizing your new business have their own advantages and disadvantages. Which one is right for you depends in large part on what type of business you are creating, and your goals and plans for the business. For instance, creating a corporation can be useful, because it allows the owners to limit their personal liability and lets them raise funds by issuing stock. However, corporations must follow certain rules to the letter, …
So You Just Started Your Own Business – Now What?
The opportunities and advantages associated with being your own boss and operating your own business are endless. However, with great opportunity comes great risk. Although getting out of the red and into the black is understandably your top priority, equally as important is avoiding legal pitfalls that can compromise your business assets, and possibly your personal ones. Below is a non-inclusive list of some legal considerations small business owners should be aware of. Corporate Form In Ohio, doing business under another name does not create an entity distinct from the person operating the business. The individual who does business as …
Supreme Court Upholds DOL Authority to Determine Employee Status
On March 9, 2015, the United States Supreme Court issued a significant decision impacting employers who are concerned with whether or not their workers can be classified as exempt employees under the Fair Labor Standards Act. The decision in Perez v. Mortgage Bankers Assn. confirmed that the DOL had the ability to interpret its rules to determine that mortgage lenders were non-exempt employees. As such, mortgage lenders need to be paid overtime for every hour worked over forty per week. However, the impact of the decision extends far beyond the mortgage banking industry. Perez dealt with the much broader issue …
Home Rule Authority in Ohio Municipalities
Ohio cities have flexibility under Ohio law to establish laws in accordance with the powers of local self-government, otherwise known as Home Rule Authority. The relevant provisions of the Ohio Constitution were enacted in 1912 and read: Municipal Powers of Local Self-Government. §3 Municipalities shall have authority to exercise all powers of local self-government and to adopt and enforce within their limits such local police, sanitary and other similar regulations, as are not in conflict with general laws. Home rule; Municipal Charter. §7 Any municipality may frame and adopt or amend a charter for its government and may, subject to …
Coolidge Attorneys Receive Super Lawyers Recognition
Coolidge Wall is pleased to announce that six of its attorneys have been selected by their peers as 2015 Ohio Super Lawyers®: Michelle D. Bach (Workers’ Compensation) Christopher R. Conard (General Litigation) David C. Korte (Workers’ Compensation) Stephen M. McHugh (State/Local/Municipal Law) David P. Pierce (Business Litigation) Sam Warwar (Tax Law) Individuals listed in the Ohio Super Lawyers publication and on the website (www.superlawyers.com) are chosen based on a thorough evaluation process that includes peer review by practice area and independent research after being nominated by their peers. Additionally, Joshua R. Lounsbury has been selected as a 2015 Ohio Rising …
Government Employers: Do Your Current Termination Practices Protect You from Procedural Due Process Claims?
What is procedural due process? Procedural due process is a constitutionally protected interest. Due to this interest, prior to any taking of life, liberty, or property by the government, United States’ citizens are entitled to notice and the opportunity to be heard. Public employers should particularly be concerned with their employees’ property and liberty interests and educate themselves on the type of process due to its employees prior to, and in some cases after, the termination of an employee. Property Interest In the public employment context, some employees may have a property interest in their continued employment. To determine whether …