Legal-Ease: Your Lawyer as Your Business Consultant

Navigating challenges and identifying opportunity

by RaeAnne Marsh

Attorneys can offer far more benefit to businesses than retroactively putting out fires from businesses’ missteps and other problems. With their expertise in specific practice areas, they can not only help businesses avoid problems but even identify potential opportunity that business executives focused on day-to-day operations may not  otherwise have considered.

With Burch & Cracchiolo’s Susie Ingold as Guest Editor introducing this June “Legal” edition, In Business Magazine has identified the following topics as common to businesses across all economic sectors and reached out to attorneys in our community to share their expertise.

An IP Perspective

from R. Lee Fraley and Tyler Wolf, Snell & Wilmer

While many businesses appreciate the role of lawyers in advancing their business objectives, many emerging and successful enterprises do not appreciate the importance and value of Intellectual Property in advancing those objectives. Below are some guidelines for understanding IP and recent developments that businesses may overlook, which would negatively impact their business.

IP Can Help Grow Your Business

Businesses should understand that IP is more than just registered patents, trademarks and copyrights. IP consists of any idea, information, technique, process and/or work product that provide a competitive advantage. It is often important for businesses to periodically assess with an IP attorney what contributes to their success; whether it’s an innovative software platform developed in-house or through a contractor (copyright), a customized logo used on product packaging that signals to buyers the source of the goods (trademark), or “behind the scenes” techniques that allow businesses to be more effective and profitable in providing their product offerings.

Many businesses fail to appreciate the nuances of copyright and copyright ownership; protection for works of authorship arise as soon as such works are fixed in some tangible media, a photograph is taken or an article is written, and such works are owned by the author/creator. Ownership of copyright can only be transferred to the business by assignment. Works created within the scope of employment by an employee are assigned to the business as a “work-made-for-hire,” but if the work is created by contractors, the work must be assigned in writing. Unfortunately, many businesses mistakenly believe they own the copyrights simply because they paid for the work.

Similarly, businesses often believe if a trademark is not registered, then trademark rights do not exist, failing to realize that use in commerce of a trademark for the provision of goods and services gives rise to trademark rights as does the filing of a federal application. Moreover, just because a business initially procures an available domain name and starts a website does not mean that underlying name can be used as a trademark for the business.

In many cases, patent rights are not readily available, so the protection of ideas is limited to trade secrets and confidential information. Customer and supplier lists, source code and formulations are a few types of proprietary information that give the business a competitive advantage and should have appropriate internal safeguards, including written obligations of confidentiality and other internal guidelines governing access and use of the trade secrets.

IP rights not only help businesses prevent others from exploiting their competitive advantage, but they also create assets that can be monetized. IP assets can be used as collateral to generate funding or be licensed to others to create an additional revenue stream. The absence of an IP strategy raises flags with investors or buyers and their counsel, so putting together a plan to memorialize how the business protects and exploits its IP is often essential — in many cases, just checking a few boxes by having secured trademark protection, acquiring domains and social media accounts, having all employees and contractors execute IP assignments/NDAs, and keeping company source code from public dissemination. These actions can give the investor/buyer confidence that the business can continue to flourish and, with additional resources, further strengthen its IP portfolio.

Recent Changes in the Law Affecting IP

A hot topic of conversation is patent and copyright protection in artificial intelligence that affect the right to use and protect AI-generated work product. The United States Patent and Trademark Office published guidance stating that AI cannot be listed as an inventor; however, the person who uses AI can still be listed as an inventor if such person provided a significant contribution to the claimed invention. On the other hand, copyright ownership of AI-created works is cloudy, exposing the user to copyright infringement if the AI outputs copyrighted work of others that is then used by the business.

A safer course is to use the AI output as an inspiration to then transform the concept into a new work. The Copyright Office has stated that AI in copyrights must be disclaimed unless the use of AI to create the work is de minimus. The field of AI and the law surrounding it is constantly changing, so if a business is extensively using AI to create work product, an IP attorney should be consulted to determine how best to utilize IP creation to help prevent others from claiming infringement for its use and enabling the business to prevent others from using its newly created work product.

R. Lee Fraley is an intellectual property partner with Snell & Wilmer in Phoenix, Arizona. His robust intellectual property practice covers a wide range of services such as advising domestic and international clients during all stages of securing U.S. and foreign patent and trademark protection as well as opposition and cancellation proceedings before the Trademark Trial and Appeal Board and other contentious trademark proceedings. Fraley also counsels clients with regard to a variety of transactional matters. Fraley obtained his J.D. and M.B.A from Duquesne University and his B.S.E.E from the West Virginia Institute of Technology.

Tyler D. Wolf is an intellectual property associate with Snell & Wilmer in Phoenix, Arizona. His practice focuses on patent and trademark preparation and prosecution, patent and trademark enforcement, and intellectual property audits. Wolf is a registered patent attorney through the USPTO with a concentration on patent preparation and prosecution in the areas of mechanical systems, automated processes and chemical compositions and processes. Wolf obtained his J.D. from the University of Houston and his B.S. in aerospace engineering from the Georgia Institute of Technology.

An AI Perspective

from Paul Coble, Rose Law Group

AI Can Help Grow Your Business

AI is not currently at the place where it threatens to directly replace most jobs, but nearly every job function will be augmented by AI in the near future. AI can act as a force-multiplier, allowing employees to be much more efficient and productive in their daily activities. Imagine how much more time employees can spend focusing on their core job functions when much of their most tedious tasks, like drafting emails or scheduling appointments, can be accomplished by AI tools.

A lot of people and businesses are just starting to realize that AI is far more than just text or image generation. Sales and CRM platforms are starting to incorporate AI to hyper-personalize customer relationships. Companies can use sales history and other customer data points to better predict when they will need to re-order products. AI is also really good at spotting patterns and predicting results. Manufacturers can use AI tools to identify and schedule equipment maintenance before it is necessary, reducing costly production downtime.

Many companies do not know about, or do not know how to address, the massive amounts of data they produce during the routine course of business. Data is the fuel for all AI projects, so the question of “What can we do with AI?” often starts with, “What data do we have?” Companies need to proactively take stock of their data streams and consider how to best protect those data streams as company assets.

Recent Changes in the Law Affecting AI

Outside of the European Union and New York City, there have been virtually no regulations imposed on artificial intelligence, but that is certain to change soon. There are a number of bills that have been introduced on the federal level, although none of them appear poised to pass. It is clear, however, that there is a strong appetite for regulating artificial intelligence at some level, so we are likely to see regulation in the near future.

That’s not to say that the federal government has been completely absent on AI. President Biden issued an executive order directing various administrations in the executive branch to develop recommendations and policy positions on AI. The Department of Commerce’s National Institute of Standards and Technology has recently produced a series of publications aimed at helping businesses developing or implementing AI to reduce risk to themselves and their customers ( The AI executive order also directs certain agencies to develop resources for developers and small businesses to safely adopt AI tools into their businesses.

Paul Coble is a technology attorney and chair of the Intellectual Property Department at Rose Law Group PC. His background blends a unique combination of experience as a startup founder and software developer along with undergraduate studies in molecular biology and chemistry. Coble attended Arizona State University’s Sandra Day O’Connor College of Law and graduated cum laude with a concentration in law, science and technology — the study of how science and law interact and affect each other’s trajectories.   

A Labor & Employment Perspective

from Kristy Peters, Littler Mendelson

After the pandemic, multiple businesses are employing remote workers. This can be challenging when the remote workers live in different jurisdictions throughout the country or even the world. For U.S. workers, paid sick leave laws can differ on the state, county and city level. Additionally, pay equity and pay transparency laws differ between jurisdictions. Businesses should be sure to look at the legal requirements of the states and cities where their employees are located, and make sure employees are informing them if they are changing locations.

Did You Know

The use of AI tools in the workplace can provide a lot of benefits for businesses, but also some risks. According to The Littler Annual Employer Survey Report, Littler’s clients are using AI tools for talent acquisition, creating HR-related materials, as self-service chatbots for questions, for job candidate interaction, for employee development and for performance management. Businesses should explore how AI can help them in HR functions, but also be mindful of potential risks and developing laws, including data protection compliance requirements.

Recent Changes in the Law Affecting Labor & Employment

This year, federal agencies have been busy and have issued new rules that impact employers. The FTC recently issued a final rule banning the use of non-compete agreements by employers nationwide. Under this rule, employers are required to provide “clear and conspicuous notice” to all workers with existing non-compete clauses that the non-compete clauses will not be and cannot be legally enforced against the worker. We also anticipate employers to have uncertainty as to what restrictive covenants may qualify as a non-compete under the rule. Multiple legal challenges have been filed, including a request for a stay, so businesses who use restrictive covenants should monitor this issue closely.

The EEOC recently published its final rule regarding the Pregnant Workers Fairness Act. The PWFA requires reasonable accommodations to employees and applicants related to pregnancy, childbirth and related medical conditions. The PWFA also prohibits employers from requiring an employee to take a leave when other accommodations are available. One key difference from the Americans with Disabilities Act is that employers may need to temporarily eliminate essential functions.

The Department of Labor recently issued its final rule updating the salary level for overtime eligibility. The previous salary threshold was $35,568 per year. The new threshold in the final rule will be $43,888 on July 1, 2024, rising to $58,656 on January 1, 2025, with continuing increases moving forward. Employers should review the employees they classify as exempt and ensure they are compliant with the salary level. This could be a good opportunity for employers to audit their exemption classifications for various positions. This final rule is also being challenged in court.

The NLRB has continued to be active issuing memoranda that impact employers, including in the areas of settlement agreements, restrictive covenants and employer policies. It is important for employers to keep up to date on the NLRB’s guidance as this impacts both union and non-union workplaces.

Kristy Peters serves as the office managing shareholder of Littler Mendelson’s Phoenix office.. She represents and counsels employers regarding all types of labor and employment matters arising under federal and state laws.

A Risk Management and Asset Protection Perspective

from Sam Saks, Guidant Law Firm

As a business grows, so do the risks involved. To help mitigate increased risks and protect assets, it’s important to start by evaluating insurance policies. This means appraising current coverage to identify if it matches a business’s expansion and the types of goods or services the business provides.

For example, if a business involves the use of vehicles, it should have a commercial auto policy listing all vehicles and drivers. While this may increase the premium somewhat, it provides the protection needed for the business and prevents future legal issues and surprises, as personal auto insurance policies almost always exclude commercial activity (including using a personal vehicle for Uber, Lyft, etc.). Similarly, if a business has new locations or has added employees, it’s important to make sure those locations and employees are covered under the business’s Commercial General Liability policy and Workers’ Compensation.

It’s also wise for business owners to ensure they are personally covered, usually with an umbrella policy. An umbrella policy provides extra protection to one’s business assets in the event of a catastrophic injury or event (such as a car accident). Key person or “key man” insurance is another way business owners can protect their business if they or another significant employee passes away or is unable to work for an extensive duration. The policy helps to replace loss of income for the business.

Did You Know

One business opportunity that can be underutilized or missed is the power of negotiation. When a business grows and evolves, its structure and legal parameters often change. These alterations open the door for negotiation. Insurance positioning is a prime example. Perhaps a business began in a risky area such as asphalt hauling, where a higher likelihood exists of splashing asphalt in highway transit causing vehicular damage. If the business transitions into residential delivery, the resulting risk exposure may be lessened or eliminated. In this case, negotiating the business’s current coverage could reduce premiums.

Personal guarantees are another negotiable aspect of a burgeoning business. If, for example, a personal guarantee was made on an initial lease agreement and the business has become more established, a business owner can negotiate with their commercial real estate agent to have the personal guarantee eliminated. The same goes for contractors and vendors. If payments have been routine and timely, vendors and contractors may be willing to forego previously implemented personal guarantees.

As a business continues to scale, there are more steps to consider. With more employees coming into the fold, it’s wise to implement a formal employee manual. As expansion continues, having standardized policies and procedures becomes increasingly more important. The same goes for data security. More staff means increased onboarding and offboarding of workers, which equals increased cybersecurity risk. Consulting with an IT professional can help businesses ensure they have the correct data and cybersecurity protection in place.

Recent Changes in the Law Affecting Risk Management and Asset Protection

It’s important for business owners to be aware of any new or forthcoming policy changes. As examples, recent cases federally involving noncompete clauses and at the state level involving premises liability law provide insight into how risk and asset management can be impacted.

Businesses that have added staff should be cognizant that certain employee thresholds activate specific laws. As an example, employers with 15 or more employees are subject to certain laws that may not have applied when there were fewer than 15 workers. This applies to The Family and Medical Leave Act and laws that prohibit discrimination.

Overall, Arizona remains a business-friendly environment. Compared to neighboring states like California, there is less regulation for business owners, landlords and property owners. Similarly, the courts are sympathetic to — and understand — businesses and their challenges.

Ultimately, it’s wise for business owners to remain attentive to risk management and asset protection as their business grows — especially when they’re scaling a small or medium-sized enterprise. Changes can occur more swiftly than anticipated. Being aware and proactive can help prevent legal, tax and other types of liabilities down the road.

Sam Saks is an attorney at Guidant Law Firm specializing in commercial and tort litigation, including discovery, motion practice, trial, mediation and appeal. Additionally, Saks conducts numerous settlement conferences in civil cases. He represents small to medium-sized businesses in complex litigation over partnership, breach of contract, and commercial transactions. 

An Organizational Structure Perspective

from John Norling and Guillaume Aimé, Gallagher & Kennedy

Starting and growing a successful business is the dream of any entrepreneur. Just like any journey, it requires a plan or a map to reach the desired destination efficiently. Entrepreneurs who start their business without any thought or consideration of how that business will be structured or of an end goal will likely face unnecessary hurdles and be far too focused on putting out fires instead of growing the business.

Start with the End in Mind

Nothing inhibits or prevents growth like a lack of planning. Entrepreneurs and new business owners generally do not consider their exit strategy when starting or entering into a new business venture. To measure success (e.g., growth), they need to answer a few questions: “What are my goals?” “Is this a long-term family business?” “Is it a career for the owners to pass down to family, or is the objective to build a successful business with the ultimate goal of going public or being acquired by a strategic buyer?”

There is no single best structure for a new business, but the answer to each of these questions will assist in determining how to best structure the new entity in order to avoid unnecessary challenges in the future. So, it’s important to consider these questions and organize wisely from the start. Be proactive.

Organize Wisely and Document Everything – Prepare for the ‘What-Ifs’

Choosing a business structure is a significant step in eventually growing a business. There are many legal and tax considerations which will factor into how to structure the business, and competent legal and tax advice is crucial when structuring the business.

There are four common ways to structure a business:

  • Sole proprietorship, which is the easiest type to form and leaves the owner in sole control (and also solely liable for any debts or obligations of the business).
  • Partnership, which is the default structure when two or more people establish a business.
  • Limited liability company (LLC), which combines some of the benefits of the corporation and partnership structures (such as providing liability protection for the owners while avoiding some of the formalities which corporations need to follow).
  • Corporation, the two main forms of which are a C corporation (typically for larger businesses or businesses with a goal of going public or being acquired) and an S corporation (which provides certain tax benefits but is limited as to the number and nature of shareholders.

Many businesses start out with a shared idea or among a group of like-minded people. But sometimes, those shared ideas differ, and if they do not begin with organizational documents that define how the business will be governed, their business could face unnecessary disruptions that undermine the growth and development of the business.

Organizational documents should consider and address issues such as how the business will be managed, who will make the decisions, how new owners will be admitted, what rights the current owners have to transfer their interests and, perhaps most important, dispute resolution mechanisms in the event disputes ever arise between the owners.

When developing a business’s organizational documents, some relevant questions to ask are:

  • Will all owners be actively involved in the business? If not, will the owners have different rights and responsibilities?
  • Who will make the day-to-day decisions regarding the operations of the business? What important decisions should all owners have a vote on?
  • What happens if there is a disagreement between the owners? If there are two owners and one wants to go right and the other wants to go left, who decides?
  • What happens if an owner dies, becomes disabled, files bankruptcy, becomes a party to a divorce proceeding or has a creditor attach his or her ownership interests? What happens to the ownership interests? How does the business protect itself?
  • What happens if an owner commits an act that causes material harm to the business? Or commits a criminal act, employment discrimination, or harassment? How does the business react? What can it do?
  • What if one of the owners just wants out? How are the ownership interests valued? What are the business rights/obligations to reacquire the ownership interests? Can the departing owner transfer the interests to anyone?

There are myriad provisions available to include in governing documents to help businesses avoid and resolve the above issues. For example, if the owners are evenly split on a decision, a deadlock provision is a mechanism to resolve that deadlock. In the event of a divorce, death or disability of one of the owners, governing documents can include provisions to decide ownership and/or provide for a succession process. If a business owner wants to sell his or her equity interests, a right of first refusal (“ROFR”) can grant other owners the right to purchase such interests first, either for the same terms as the third-party purchaser offered or at a discount.

The above are just a sampling of the issues that need to be considered and documented in a business’s organizational and operational documents. Failure to do so could result in significant uncertainty and disruption, which could materially distract the business and its owners from the ultimate goal of any entrepreneur — growing and operating a successful business.

Seek Competent Advice

Perhaps the most important advice to business owners is to seek out competent legal and tax advice and not be afraid to listen. Owners are an expert in their business, but not necessarily an expert in every aspect pertaining to their business. A good business lawyer and a good tax advisor are valuable members of a business owner’s team.

The legal, tax and regulatory environment for businesses is in a constant state of change. It is virtually impossible for a business owner to stay informed of these changes and still have time to focus on his or her business. Business owners need trusted advisors to help keep them on the right track.

From the requirements under the new Corporate Transparency Act enforced by the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”) to recent actions of the Federal Trade Commission and the Department of Labor unveiling final rules banning non-compete agreements and increasing overtime pay eligibility, respectively, the rules of the game are ever-changing. When added to the normal, ordinary course, issues faced by businesses — such as corporate and securities issues, employment and labor issues, employee benefits, tax structuring, landlord/tenant relations, real estate financing, regulatory compliance, intellectual property protection, and various other transactions and disputes that can arise and impact a company’s growth — can become overwhelming to a business owner.

Business owners need to develop a roadmap for their business, seek competent advisors, and put themselves in a position to focus on the growth and development of their business.

John Norling is a shareholder at Gallagher & Kennedy in Phoenix, Arizona. For more than three decades, he has advised businesses, business owners and individuals on all aspects of their operations, from day-to-day operations to strategic planning. His substantive practice includes commercial transactions, real estate, business organizations, corporate law, mergers and acquisitions, federal and administrative compliance, business contract negotiations, and advertising compliance.

Guillaume Aimé is a senior associate at Gallagher & Kennedy in Phoenix, Arizona. He advises companies of all sizes across diverse industries in securities and business transactions, including public and private offerings, SEC reporting, and mergers and acquisitions. Guillaume also advises companies and venture capital firms in VC funding and helps companies with their corporate governance, entity formation and commercial contracts.

A Real Estate Perspective

from Brett Siglin, Fennemore

Opportunity Zone investment generates a positive impact in Arizona, with an ongoing prospect for an extension of the OZ incentive. The OZ incentive was initiated by Congressional legislation to spur economic growth in underserved areas across the United States in late 2017. Currently, there are 8,764 designated Opportunity Zones nationwide, including 168 in Arizona. Arizona was one of the first states in early 2018 to designate its Opportunity Zones and has been one of the top places for real estate development and investment.

There are several distinct benefits for investors who invest qualified capital gains into a qualified opportunity fund (QOF), including initial deferral of tax on capital gains contributed, exclusion from taxes on any capital gains generated from a sale of the initial investment held in the QOF for at least 10 years and no depreciation recapture.

The equity generated by investors who contribute qualified capital gains into qualified opportunity funds continues to foster development of all asset classes and real estate in Opportunity Zones throughout Arizona. In fact, well over $2 billion has been raised through the end of 2023 for projects in Arizona, which is the second leading state in attracting Opportunity Zone capital to date. Five Arizona cities rank in the top 50 for Opportunity Zone investments. Phoenix and Tempe rank among the top 20 cities for the number of new housing units generated by opportunity zone investments, with 8,476 taken collectively, making our region No. 2 nationally.

The OZ incentive has created additional bandwidth for developers to raise funds for sourcing large-scale real estate deals in what has been a challenging financial market over the past two years. A host of developers who have sponsored QOFs have been able to successfully raise OZ equity, leverage a variety of debt sources, expand their footprint in opportunity zones and generate more economic activity across Arizona.

The following are among many developments currently active in the region:

  • Affiliates of Jackson Dearborn Partners are planning to develop several new construction multifamily housing projects located in opportunity zones in the Phoenix, Arizona metropolitan area, including:
    • a proposed mixed-use multifamily project in downtown Chandler with approximately 126 multifamily units and an anticipated 3,400+ square feet of retail space,
    • a proposed mixed-use multifamily project in downtown Scottsdale with approximately 83 units and an anticipated 5,000 square feet of commercial space, and
    • the second phase of a multifamily project in downtown Goodyear with a total of approximately 296 units.
  • YourSpace America and its affiliates are in the process of developing the following new construction projects, among others, located in Opportunity Zones in Arizona:
    • a state-of-the-art 125,000-plus-square-foot self-storage facility in downtown Phoenix with approximately 1,225 storage units, and
    • a state-of-the-art 130,000-square-foot self-storage facility in downtown Tucson with approximately 966 storage units.

Significant legislative proposals were introduced during 2023, such as:

  • H.R.5761 — Opportunity Zones Transparency, Extension and Improvement Act, which would, among other things, extend the deferral date for opportunity zone investment from December 31, 2026 to December 31, 2028, reinstate reporting requirements relating to qualified opportunity zones; and allow for “fund of funds” investments; and
  • H.R.3937 — Small Business Jobs Act, which would create a new category of opportunity zone census tracts located in rural areas.

Both bills are currently stalled.

Although the opportunity zone tax incentive has generally benefitted from a solid foundation of bipartisan support since its outset in 2017, the gridlock on Capitol Hill is likely to prevent any new legislation from passing in this current election year. It will be imperative to the survival of the opportunity zone incentive for Congress to enact extension legislation before the end of 2026.

There is opportunity now for individuals to reach out to their Congressman or Senator to show support for the extension of the OZ incentive.

Brett Siglin is a director in Fennemore’s Real Estate practice group with extensive corporate and real estate experience who works out of our Phoenix office. He focuses his practice on a broad range of business law matters involving organizational structuring, joint ventures, syndication of equity, bond financing, contract negotiation, regulation and compliance, tax credits, property tax exemptions, and real estate acquisition and development.  

A Succession Planning Perspective

from Louis Silverman, Praesidium Law

Small business owners are truly the bedrock of our country. According to the Small Business Administration, small companies have generated 13 million jobs over the past 25 years, accounting for 66% of the employment in the U.S.A. There are 32 million small businesses around the country, comprising 99.9% of all companies. Small businesses support the local economy, are charitable and are a vital member of their communities.

Small businesses are usually set up as a sole proprietorship, a partnership, a corporation or an LLC. Through fluctuating economic times, small business owners struggle to attract new customers, serve their clients, make payroll, keep the lights on and have enough left at the end of the day to provide for themselves and their families.

So, how does a lawyer fit into this picture? Most people think that estate planning is a will or a trust (which it is, of course). But for small business owners, it is essential to take the steps to secure the business and the business owner’s financial well-being through a well-designed estate and business succession plan. There are multiple estate planning issues that encompass both personal matters and business succession. These include planning for the continuation of the business and building contingencies in the event of the owner’s retirement, disability or death. Let’s review some planning tools.

Let’s assume the owner of a solely owned hardware store, employing 10 people, becomes ill and incapacitated. Who can manage the business, make key decisions, make payroll, etc.? The simplest tool for this contingency is a Durable Power of Attorney, by which one, called the principal, can appoint trusted individuals (the agent) to manage financial decisions and transact business. This document may give the authority to make banking, real estate and other transactions. Think of some of the specifics of running a business, such as negotiating contracts, accessing financial accounts, placing orders, writing checks and the completion of pending work. The Power of Attorney may be specifically tailored to authorize the designated fiduciary to make these decisions. The power of attorney should be “durable,” which allows the agent to act even if the principal is incapacitated.

The second important tool is either a will or trust. In either, the business owner may designate, upon death, the recipient(s) of the business. Should this be a family member, a trusted employee, or someone else? Without a will or trust, the laws of the home state will dictate who inherits assets. It may not be the choice of the business owner. We have seen businesses fall apart very quickly when left by default to children who do not have business expertise, fight over control and, eventually, run the business into the ground.

Now let’s assume there is a business partner. Things get more complicated. One should consider succession planning in the context of the partner assuming the business. The traditional approach is a buy-sell agreement. A buy-sell agreement is an agreement between business owners to purchase and sell interests in the business at an agreed-upon price in the event of certain future circumstances. These circumstances may include death, incapacity, retirement or dealing with offers from third parties. There are many factors to consider, more than may be covered in this article. Without a buy-sell agreement, the death or incapacity of a business partner could cripple the business and result in its demise.

Determining how to transfer a business on death or disability requires careful consideration of many issues, including family security, estate, capital gains and income taxation, asset protection, and prudent business planning. To that end, we have covered just a few ideas in this article to ensure business succession, caring for one’s family or loved ones, and making sure that one’s mark made in the community lives on long after one’s passing.

Louis A. Silverman, a director at Praesidium Law, has been practicing law in Arizona since 1981. In 2005, he changed the focus of his civil litigation practice to estate planning, trust and estate administration, and probate law. In 2015, Silverman became board-certified in estate and trust law by the State Bar of Arizona with the accreditation of “Certified Specialist in Estate and Trust Law.”

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