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Park City, Utah

Quality is the Hallmark of Value.

 

My goal is to provide prompt, quality legal work at reasonable prices so clients make me their choice for legal services within my areas of expertise.

I have written newsletters for clients providing information on the following legal topics: Business Organizations in Utah, Wills, Probate, Living Trustsand Securities (Private Placements).

Click on the topic and view the newsletter. Or if you prefer, please call me or send an email and I will send, at no obligation to you, a copy of the particular newsletter of your choice.

My areas of expertise include: (click on any for more information)

Business Law Business Organizations Contracts Estate Planning & Probate Oil & Gas Securities
  Limited Liability Companies   Wills    
  Limited Partnerships   Trusts    
  Partnerships   Probate    
  Corporations         


Business Law
My aim is to provide prompt, quality legal work for business owners to successfully start and operate their businesses. I help clients choose the right business entity - a corporation, a limited liability company, a partnership. I create that business entity, write contracts for its smooth operation, and advise owners on applicable law and government regulations affecting their business. I also assist in acquisitions and sales of ongoing businesses and in buying and selling business assets.


Business Organizations
I form all types of business entities, from corporations and LLCs to general and limited partnerships. I help clients understand the differences between the types of businesses available in Utah, and help decide which is best for each client's individual needs. In doing so, I carefully consider tax implications and liability protections. To read my client newsletter about the different kinds of Business Organizations in Utah, click here
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Types of Utah business entities I help form include:

Limited Liability Companies - Corporations - S Corporations - Professional Corporations - Professional Limited Liability Companies - Family Limited Liability Companies - Family Limited Partnerships - Joint Ventures

Contracts
My work includes contracts and contract law, especially contracts for the purchase or sale of a business. I draft for reasonable prices all types of other contracts and legal documents, including:

Construction Contracts  -  Marketing and Distribution Agreements  -  Master Service Agreements
Commercial Sales Agreements  -  Buy and Sell Agreements for Businesses  -  Leases 
Joint Venture Agreements  -  Licensing Agreements  -  Employment Agreements  -  Powers of Attorney       
Physician and other Professional Employment Agreements - Professional Practice Sales Agreements (Medical and Dental Practices, etc.).


Estate Planning & Probate
I guide clients through the probate process, or if their loved one left behind a complete estate, I see to it that estate assets are distributed properly.

When probate is necessary, I represent family members in probating estates, including preparing and filing documents in probate courts, assisting in settling any claims, preparing decedents' final income tax returns, and distributing estate assets to beneficiaries. And I do this work at reasonable rates.
To read my client newsletter about Probate, click here.

I also assist clients in developing plans for their own property after death. This general area of my practice includes:

Will drafting  -  Trust drafting  -  Revocable trusts, Including Living Trusts  -  Irrevocable Trusts

To read my client newsletter about Wills, click here, or my client newsletter about Living Trusts, click here.

I also help clients plan for the contingency of disability through "living wills," advance directives for health care, and durable powers of attorney.

What is my approach to estate planning? This office approaches estate planning with the thought that clients want only the work necessary for their particular needs, and no more. So I do only what is necessary to effectively address each client's needs. Further, when I create a trust for a client, I keep in mind the concepts of simplicity and flexibility for trust administration.

Estate planning can be a very personal matter. For that reason I treat my clients with the greatest respect and hold their personal information in the highest confidence.


Oil & Gas
I have extensive experience in oil and gas law, including drafting, reviewing and negotiating leases, operating agreements, pooling and unitization agreements, farm-in and farm-out agreements, and surface use agreements.

I prepare master service agreements and other master contracts for exploration projects.

Especially important is my work on behalf of surface owners (that is, owners of land on which drilling or production operations are planned) to protect their property from damage or other interruptions when mineral rights owners drill or produce oil or gas on their land.


Securities & Private Financing
I assist business owners in raising private capital from investors, with special emphasis on sales of securities through private placements under Regulation D of the federal securities laws.

Federal and state securities laws offer exemptions from securities registration requirements for "non-public offerings" of securities. These exemptions are available to companies large and small. I have extensive experience in private placements made under Regulation D.
To read my client newsletter about this subject, click here.

I help set the terms for these transactions, prepare all associated legal documentation, and make necessary filings with state and federal governments.

My experience includes all types of privately placed securities, including limited liability company units, common stock, preferred stock, limited partnership units, and debt.

 



Securities Laws Update:  New Rule to Determine Who Qualifies as an "Accredited Investor"

As mentioned above, one part of my practice is in the area of securities laws, and more specifically, private placements of securities under Rule 506 of the Securities and Exchange Commission's Regulation D.

During the past year, Congress made one very important change in this area of law, a change that will affect many companies that are looking to raise money from private investors.

In July 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act  became law. Included in this detailed reform legislation – aimed primarily at the reform of financial institutions – is a change to the definition of “accredited investor.” This change will have a substantial impact on many private placements of securities under the SEC’s Regulation D. 

The SEC classifies some investors as “accredited,” meaning generally that they require less help than others when it comes to investing in securities. Investors who are not "accredited" require special treatment, including detailed information like that given to investors in a registered public offering. This translates into extra time and expense for companies seeking to raise capital from investors. For that reason, many companies seeking to raise money through private placements limit their offerings to accredited investors only. 

Although the rules that separate accredited investors from other investors are somewhat arbitrary, they do give us objective standards to apply in deciding which investors require the extra time and expense.

One test to determine whether a potential investor is an “accredited investor” is whether that person’s net worth exceeds $1 million. In the past, that $1 million dollar net worth could include the value of the investor’s primary residence.The new law changes the net worth rules for accredited investor status, so that the individual net worth of any natural person, or joint net worth with his or her spouse, must exceed $1 million excluding the value of the accredited investor’s primary residence. 

In other words, under the new law, the value of a potential investor’s primary residence cannot be counted in determining whether that investor is an “accredited investor.” 

This provision of the new law is effective immediately, so issuers should review their subscription and disclosure documents to ensure compliance with this provision. 

  

435-655-3661 or 435-649-4740