Corporate Lawyer Spanish Fork Utah

Corporate Lawyer Spanish Fork Utah

As a business that employees others in Spanish Fork, Utah, you have certain legal obligations. Consult with an experienced corporate lawyer to know your legal obligations. A business has an obligation to prevent improper circulation of employee information within its organization, and to prevent unauthorized disclosure to outside parties. Under the federal Privacy Act, state statutes, and collective bargaining agreements, employees have a right to know what records are created and maintained about them, who has access to those records, and how the information is used. The employee’s right to inspect the information and to submit corrections should be clearly communicated on a regular basis. Record-keeping requirements usually specify guidelines for access to personal information. A current or former employee, as well as a job applicant, usually submits a written request to ensure proper identification and provision of the matching file.

Other access within an organization is normally restricted to those with a legitimate need to know, such as human resources personnel and the employee’s supervisor. Procedures established for routine use of employee information should be documented so that a record of such disclosures may be reconstructed without the necessity for a separate, formal procedure for each disclosure. Specific regulations or collective bargaining agreements specify the types of records open to access by an employee. These records normally are those used to determine the employee’s qualifications for employment, promotion, transfer, termination, compensation, and disciplinary action. Some states allow exclusion of certain documents from disclosure to an employee, such as letters of reference, medical records, or records of any criminal investigation. Authorization to release information to an outside party normally is required from current or former employees and from job applicants. Employee information also may be disclosed in the following circumstances:
• in response to requests to verify directory-type information, such as the fact of employment, dates of employment, job title, and job site location
• to a proper law enforcement authority when the company believes an employee is engaged in illegal or other threatening activities
• pursuant to a federal, state, or local compulsory reporting statute or regulation
• in response to an administrative summons or judicial order, including search warrant or subpoena
• to a collective bargaining unit pursuant to the contract
• to a company’s agent or contractor when the information is necessary to perform its contracted function
• to a physician for the purpose of informing an employee of a medical problem

Suppliers, Manufacturers, and Other Businesses

A business typically discloses sensitive or valuable information to another business in a request for proposal, a proposal, a joint project, and when contracting with another party for a product or service. Such information sharing occurs when it is to the mutual benefit of both parties.

When developing a request for proposal or a proposal, consideration should be given to the extent to which it may become necessary to furnish valuable information to the other party in order to complete the project. Any such situation should include the appropriate nondisclosure agreements, and assurances may also be needed that the company retains certain rights to any work products as a result of the contract.
Common today among vendors of hardware, software, and communications are requests for information from other manufacturers or suppliers to assess interface capabilities or feasibility of their own developments. Many of these requests are driven by competitive intentions, but some are not. Occasionally, industry regulations obligate a company to furnish certain information. For example, telecommunications companies must furnish information about voice and data transmission services under certain circumstances. However, a company may apply protective agreements or may take steps to avoid disclosure of information that will aid the competition or make it more difficult for the company to compete. Information requests from potential competitors should be handled with caution, protecting valuable information while remaining in compliance with applicable laws and regulations.

Public Domain

There are a number of situations in which business information is disclosed in such a way that it becomes part of the public domain. A business needs to be aware of what information is provided to such sources–voluntarily or as a legal obligation–and must take the precautions necessary to prevent disclosure of inappropriate information wherever possible. Plans for trade shows, articles, research papers, speeches, books, and other activities proposed by technical people and management should be reviewed by a proprietary information coordinator or other appropriate management personnel. Business and financial news media reporters should be referred to public relations.
Government investigations and legal proceedings also put sensitive and valuable information at risk. Congressional hearings on a product, service, or practice are subject to the Freedom of Information Act. The discovery process of legal proceedings can place records directly into the hands of a competitor, and court records generally are a matter of public record. A company may appeal to the court for special consideration in the handling of proprietary information and the sealing of court proceedings and records, but a movement is on today to make that more difficult.
Every business must file records with federal, state, and local governments. A large number of businesses also must submit information to state and federal government agencies, such as OSHA and the EPA. Government contractors also have information that is subject to public disclosure requirements, and regulated businesses must file documents with regulatory commissions. Even the very attempt to protect one’s property through patent and copyright registrations may result in government records that are open to the public.

A business needs to tailor its government filings to minimize release of sensitive information. The Freedom of Information Act, a law requiring public disclosure of federal agencies’ records and information, allows certain exceptions for government-classified, trade secret or private information. Protective agreements should be used when valuable information is provided. A business may have to defend its desire for confidentiality when the parties involved move to have the information declared nonproprietary in order to copy it or release it to others. If the business fails to justify confidentiality, a document will probably need to remain nonproprietary in all other business and legal situations.
Purchasing or Investing in a another existing business
If you are planning on purchasing or investing in an existing business, speak to an experienced Spanish Fork, Utah Corporate lawyer. One source of potential liability that probably causes the most concern today for purchasers, lenders, officers and directors, professionals and other business persons is environmental liability. For a purchaser, one serious concern is potential successor liability for environmental problems of the seller. A purchaser of a business can incur environmental liability in a number of ways, including:
1. The purchaser may be held strictly liable, jointly and severally with others, under federal and state environmental laws for any cleanup costs, damages or other environmental response costs with respect to any real property it acquires in a transaction. In light of the fact that the average cost of cleaning up a site deemed contaminated by the Environmental Protection Agency (EPA) is estimated to be in millions of dollars, this liability is of grave concern to purchasers of real property.
2. In addition to being liable for cleanup costs, the property acquired may decline substantially in value or become worthless as a result of the environmental problems.
3. The business acquired may be liable to the government or third parties for its wrongful actions in disposing of or transporting hazardous waste, or it may have toxic tort liability for injuries to persons or damage to property caused by elements in the seller’s building or under the real property.
The types of environmental hazards that cause concern for purchasers are numerous. For example, a seller’s building may contain asbestos, and if the asbestos is “friable” and inhaled by the seller’s employees over a period of time, it can cause various fatal diseases, such as lung cancer, gastrointestinal cancer and mesothelioma, a cancer of the lining of the chest. Friable asbestos can be enormously expensive to remove, and obviously reduces the value of any building.
The primary federal statutes that impose liabilities on owners and operators of real property are the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA), as amended by the Superfund Amendments and Reauthorization Act of 1986 (SARA), also known as “Superfund”; the Resource Conservation and Recovery Act (RCRA); the Clean Water Act; the Clean Air Act; and the Toxic Substances Control Act (TOSCA). CERCLA imposes strict joint and several liability for: (1) all costs of remedial or removal action by the United States or a state; (2) all response costs incurred by private parties; (3) damages for destruction to natural resources; and (4) the cost of studies to evaluate the effects of contamination. CERCLA imposes strict liability on “owners” or “operators” of real property contaminated by hazardous substances. Owners and operators who will be found liable include not only owners or operators who owned the property at the time the hazardous substances were released or disposed, but any current owner or operator of contaminated property. Thus, purchasers of businesses must be acutely sensitive to environmental liability whenever the seller’s business has any real property or has operated on third-party premises. Similarly, even if the purchaser leases real property from the seller or from some third party, the purchaser may still be liable for cleanup responsibilities as an “owner.”
In addition to the federal regulations, the states have also adopted extensive environmental regulations. Although most state environmental laws are fairly uniform and similar to federal environmental laws, the law of the particular state where the property is located should be reviewed in connection with the due diligence process.

By understanding the importance of due diligence and by conducting proper due diligence at the early stages of the acquisition process, the purchaser may be able to structure the transaction to avoid potential environmental problems. For example, if the seller’s business has violated environmental laws (such as on-site or off-site disposal of hazardous substances), or if the seller’s properties contain potentially hazardous substances subjecting it to toxic tort claims (such as asbestos in the seller’s building), any remaining liability for those violations would flow to the surviving corporation in a merger, or would remain intact in the purchase of stock. In contrast, a purchaser may be able to avoid certain liabilities for past environmental violations if it purchases only certain assets of the business. For example, a purchaser of contaminated property may be able to raise as a defense to any liability that it was an “innocent purchaser” of the property. Also, if possible, any contaminated property could be excluded from the acquisition. By focusing at the early stages of the due diligence process on whether there are any potential environmental problems, the purchaser may be able to take other actions to ameliorate its risk, including obtaining appropriate indemnification from the seller.

Employee Benefit Plan Liability

Another type of liability a purchaser may unknowingly assume arises from unfunded employee benefit plans. If the seller has any employee benefit plans, the purchaser will need to review each to quantify any potential unwanted liability. For example, the purchaser would want to ascertain that any defined benefit pension plan of the seller is fully funded. If the seller has been unable to pay the benefits under a defined benefit pension plan, or if the funding available for the plan does not meet certain statutory requirements, the plan may be terminated by the Pension Benefit Guaranty Corporation (PBGC). Whenever a defined benefit pension plan is terminated, if the assets of the employer are insufficient to pay guaranteed benefits, the PBGC will make such payments, but the employer, and each member of the employer’s “controlled group,” will be liable to the PBGC for the amount necessary to pay the guaranteed benefits.

Product Liability

The purchaser should also be concerned about potential successor liability for any product liability claims arising from the business prior to acquisition. If the seller is a manufacturing concern or otherwise makes products for which there may be potential product liability, the purchaser may want to consider structuring the transaction as an asset sale. Even if the transaction is structured as an asset sale, the attorney for the purchaser will want to ensure that the purchaser will not be subject to the laws of certain states that impose successor liability, even in asset sales.

An experienced Spanish Fork Utah Corporate lawyer can conduct the due diligence before you purchase or invest in an existing business and help you understand the liabilities that you may have to take over.

Free Consultation with a Spanish Fork Utah Corporate Attorney

When you need business legal help in Spanish Fork Utah, please call Ascent Law for your free consultation (801) 676-5506. We want to help you.

Michael R. Anderson, JD

Ascent Law LLC
8833 S. Redwood Road, Suite C
West Jordan, Utah
84088 United States

Telephone: (801) 676-5506

Ascent Law LLC

4.9 stars – based on 67 reviews

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Spanish Fork, Utah


From Wikipedia, the free encyclopedia
Spanish Fork, Utah
Spanish Fork city offices

Spanish Fork city offices


“Pride and Progress”
Location in Utah County and the state of Utah

Location in Utah County and the state of Utah
Coordinates: 40°6′54″N 111°39′18″WCoordinates40°6′54″N 111°39′18″W[1]
Country United States
State Utah
County Utah
Settled 1851
Incorporated January 17, 1855
Named for Spanish Fork (river)

 • Total 16.21 sq mi (41.98 km2)
 • Land 16.21 sq mi (41.98 km2)
 • Water 0.00 sq mi (0.00 km2)

4,577 ft (1,395 m)

 • Total 42,602
 • Density 2,600/sq mi (1,000/km2)
Time zone UTC−7 (Mountain (MST))
 • Summer (DST) UTC−6 (MDT)
ZIP code
Area code(s) 385, 801
FIPS code 49-71290[citation needed]

Spanish Fork is a city in Utah CountyUtah, United States.[1] It is part of the ProvoOrem Metropolitan Statistical Area. The 2020 census reported a population of 42,602.[3] Spanish Fork, Utah is the 20th largest city in Utah based on official 2017 estimates from the US Census Bureau.[4]

Spanish Fork lies in the Utah Valley, with the Wasatch Range to the east and Utah Lake to the northwest. I-15 passes the northwest side of the city. Payson is approximately six miles to the southwest, Springville lies about four miles to the northeast, and Salem is approximately 4.5 miles to the south.[5][6]

Spanish Fork, Utah

About Spanish Fork, Utah

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Reviews for Ascent Law LLC Spanish Fork, Utah

Ascent Law LLC Reviews

John Logan

starstarstarstarstar (5)

We've gotten divorce and child custody work from Ascent Law since the beginning because of my ex. We love this divorce firm! Staff is gentle, friendly and skilled. Tanya knows her stuff. Nicole is good and Ryan is fun. Really, all the staff here are careful, kind and flexible. They always answer all my questions, explain what they're doing and provide great legal services. I personally think they are the best for divorce in Utah.

Ascent Law LLC Reviews

Jacqueline Hunting

starstarstarstarstar (5)

I have had an excellent experience with Ascent Law, Michael Reed is an absolutely incredible attorney. He is 100% honest and straight forward through the entire legal process of things, he also has a wonderful approach to helping better understand certain agreements, rights, and legal standing of matters, to where it was easy to know whats going on the entire process. I appreciate the competency, genuine effort put forth, and assistance I received from Ascent and attorney Michael Reed, and I will be calling these guys if ever I have the need again for their legal assistance! 5star review Wonderful attorneys!

Ascent Law LLC Reviews

Anthony Ziegler

starstarstarstarstar (5)

This review is well deserved for Ryan and Josh. New clients should know they are worth the 5 star rating we give them. We needed 2 sessions from them because of the complexity of the matter, but they are both very passionate about his helping others in need.  My sister needed bankruptcy and I needed divorce.  Sometimes they go hand in hand but a large shout out to this team - also Nicole is one of the sweetest people you ever did meet - she offered me warm cookies!

Ascent Law LLC Reviews

Thomas Parkin

starstarstarstarstar (5)

Mike Anderson and his colleagues & staff are knowledgeable, attentive and caring. In a difficult and complex case that eventually went to trial, Mike was the voice of reason and the confidence I needed. His courtroom abilities are amazing and I felt his defense of me was incredible. His quick thinking and expertise allowed for a positive result when I felt the World was crumbling. His compassion, after the case, has helped me return to a good life. I trust Mike and his staff. They are friendly and very good at what they do.

Ascent Law LLC Reviews

Yeran Merry

starstarstarstarstar (5)

I worked with Attorney Alex and Paralegal Ami in my divorce case. I got to know the team very well over the course of two years. I cannot think of a better team to have worked with. Ami and Alex are not only exceptional law professions who are very knowledgeable and thorough, they are also the best human beings who empathize with the emotions I was experiencing. Alex was conscious of my budget and worked efficiently to try to reduce unnecessary legal expenses. My case also involved some dealings with a foreign country that Alex and his team had previously dealt with.  They did an amazing job addressing cultural barriers in a very respectful manner and did not fall short in quality of work or in standards when dealing with some of these new challenges. Ami deserves a medal for being extremely professional, calming, and compassionate when it is needed most.  When you need family law attorneys, call this firm. I now feel I can move forward with grace and dignity.

Corporate Attorney

Corporate Attorney

Oftentimes people wonder whether they need a corporate attorney to help them with a case.  If you have a corporation, limited liability company (“LLC”), partnership, or other entity, you may need corporate counsel.


A corporation is a legal entity apart from its owners (shareholders).  Corporations can establish credit, acquire assets, and enter into contractual engagements. Potential liabilities are incurred by the corporation, not by the owners themselves.  This means that the personal assets of officers and shareholders are usually safe from the corporation’s creditors.  However, if shareholders fail to follow corporate formalities, a court may “pierce the corporate veil”, allowing creditors access to personal property. Owners of corporations don’t pay tax on the corporation’s earnings unless they actually receive the money as dividends or as compensation for services (e.g. salaries and bonuses).  The corporation itself pays taxes on all profits left in the business.

Benefits of a Corporation

  • First and foremost, there is limited liability for shareholders.  This perk attracts investors, as an investor’s liability and exposure is limited to the amount of his or her investment – less risk! This makes raising capital for your corporation less challenging.
  • Forming a corporation also increases the credibility of your company, and provides an opportunity for prestige among business and corporate officers.
  • Finally, corporations have several tax, compensation and wage benefits.

Detriments of a Corporation

  • You have to observe corporate formalities.  These are the basic operating rules that are necessary to ensure that the corporation maintains its status as a separate legal entity.  Some of the formalities include appointing officer positions, electing a board of directors, proper documentation of the corporation’s activity, annual meetings, etc.
  • Reaching corporate status is not a monumental task, but one must be sure to ensure the process is done correctly.
  • Another downfall is that a corporation goes through double taxation.  A traditional corporation must pay tax on all corporate income, followed by individual shareholders paying income taxagain on whatever distributions they received. One way to avoid the double taxation dilemma is to establish the corporation as a “pass through” entity.  This way all corporate profits pass through to the individual shareholders, so they alone will be responsible for the tax burden.  When a corporation elects to be treated this way, it becomes known as an “S” Corporation, which is discussed below.

Nonprofit Corporation

Nonprofit organizations are formed in the state where they intend to do business. Unlike a standard corporation, nonprofits do not conduct activities for the financial gain of shareholders.  Preventing the distribution of profits to members/shareholders is what distinguishes the nonprofit from a commercial enterprise; yet nonprofits still provide asset protection and limited liability.  A nonprofit corporation is not forbidden from making a profit — but if it does, that profit can only be used to further the overarching goal or mission of the organization.  Nonprofits can also trade at a profit and accept, hold and disburse money; but all profit and things of value are to be used to further the nonprofit’s quest.   Nonprofits are organized in many different ways: charities, service organizations, trusts, hospitals, universities, foundations, endowments and cooperatives can all operate as nonprofits.  Nonprofits can have “members”, although many do not.  They may have employees, and can compensate their directors reasonably, but only if compensation is documented ever-so-carefully.

Benefits of a Nonprofit

  • Nonprofit corporations generally have tax exempt status.
  • Once the recognized nonprofit entity has been formed at the state level, the nonprofit corporation can seek tax exempt status by applying to the IRS.  The IRS, after reviewing the application to ensure the purpose of the organization meets certain conditions, will issue an authorization letter granting it tax exempt status for income tax purposes. The exemption does not apply to other federal taxes such as employment taxes. Charitable contributions made to nonprofit organizations by individuals and corporations are also deductible.

Detriments of a Nonprofit

  • The reliability by which a non-profit organization can hire and retain staff, sustain facilities, or create programs is an ongoing problem.  Because nonprofits generally rely on external funding, they do not have much say over their precious sources of revenue.  This leads to reliance on government funds such as grants, contracts, vouchers or tax credits to support their operations.

Free Consultation with a Utah Corporate Attorney

If you are here, you probably have a business law issue you need help with, call Ascent Law for your free business law consultation (801) 676-5506. We want to help you.

Michael R. Anderson, JD

Ascent Law LLC
8833 S. Redwood Road, Suite C
West Jordan, Utah
84088 United States

Telephone: (801) 676-5506

Ascent Law LLC

4.9 stars – based on 67 reviews

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