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Snow Jensen & Reece Law Blog

What's the role of corporate bylaws and what should they include?

If you've gone into business with others, then most likely you've heard the term "bylaws" thrown around. The term refers to the set of rules that a board of directors sets that a business entity must abide by when incorporating itself. Bylaws are often written by a corporation's owners when it's founded.

Bylaws are different from a company's Articles of Incorporation in that the former doesn't have to be filed with state or federal authorities as is the case with the latter. Even though bylaws aren't required to be filed with the Secretary of State, it's still important to keep them within easy reach in case your company gets audited.

The benefits of hiring in-house counsel to support your business

As your business starts to grow, you may find it prudent to hire an in-house legal team. They can be utilized to help you address a number of issues that may arise as your company scales including handling personnel disputes, addressing financial and tax concerns, reviewing contracts and buying out other firms.

In crafting this legal team, you'll want to make sure that the attorney you're considering hiring will mix well with your existing team. You'll also want to make sure that he or she has the necessary skills to help grow your business in the direction you're looking to take it in.

Options to pursue in dealing with encroachment

You have an expansive piece of land and someone decides to erect a structure on it either purposefully or because they didn't do proper surveying to get the property boundaries just right. What's described above is encroachment. It's one of the more common reasons real estate disputes get underway.

If you suspect that a neighbor has overstepped his or her property's boundaries, then you'll want to have a surveyor come out and mark where your property starts and ends.

Have you considered a charitable remainder trust? - III

In a series of ongoing posts, we've been examining how those who find themselves in the unexpected position of being able to leave a not insubstantial amount to a favorite charity need to carefully consider all of the their options, including the creation of a charitable remainder trust. 

To recap, a charitable remainder trust is an estate planning instrument that facilitates the giving of sizeable charitable gifts while simultaneously providing the trust creator -- i.e., the trustor -- with considerable advantages relating to income tax, estate tax and capital gains tax. 

Developments in the economic loss rule

It looks like the Utah Supreme Court has abrogated fraud and other intentional torts as exceptions to the economic loss rule in Utah. An associate attorney and I at our office have been defending a fraud claim that is based upon obligations in a land contract. The previous owner of the property is claiming fraud and one million dollars in punitive damages. Quoting the Colorado Supreme Court, our Court said:

Bean companies talking acquisitions and sales

Beans are a staple ingredient in a vast majority of diets in the United States. Many Utah residents actually grow their own beans in backyard gardens; others purchase various types in stores for making soups, stews and other delicious recipes. In a recent acquisitions and sales deal, a natural foods company, Hain Celestial, has acquired the Oregon-based Better Bean Company. Both companies say they are thrilled with the merger.

Better Bean Company is primarily known for its non-GMO bean products. Hain Celestial says its subsidiary company, Cultivate Ventures, acted on its behalf to purchase Better Bean Company. Hain Celestial said it's excited to provide customers new access to vegan, non-GMO and gluten-free beans.

Understanding business formation: LLCs - II

In a post last month, our blog began discussing how even though many entrepreneurs might think of a limited liability company as being a business formation option reserved for the private practices of accountants, attorneys, doctors and dentists, it’s actually a viable structure for many ventures.

To that end, we examined how LLCs function as a sort of hybrid of general partnerships and corporations in that they provide both pass-through taxation and limited liability. We'll continue our discussion of LLCs in today's post.

Utah businesses concerned about impact of new drunk driving law

As most Utah residents are aware, the state has long taken what could be characterized as a less than accommodating approach toward alcohol, adopting a network of complex and rather stringent liquor laws in an attempt to curb its influence.

In fact, state lawmakers recently took these regulatory efforts to another level by adopting a first-of-its-kind drunk driving standard initially introduced by the National Transportation Safety Board back in 2013 -- one that has long been dismissed by critics as perhaps being too rigid.