Taking Your Company Public

Taking Your Company Public

When a company plans on going public, the underwriter and its legal counsel are required to undertake a rigorous investigation of the company that intends to offer public shares. This is referred to as the “due diligence investigation.”

The goal of the due diligence investigation is to understand fully the business of the company, the risks and problems facing it, and to assure the investing public that the company’s registration statement is complete and accurate. The following checklist is intended to provide you with a general idea of the documents and information you will have to produce to cooperate with the underwriter and its legal counsel in its due diligence investigation.

  1. Organization and Good Standing
    • The Company’s Articles of Incorporation, Bylaws, and all amendments thereto.
    • The Company’s minute book, including all minutes and resolutions of shareholders and directors, executive committees, and other governing groups.
    • The Company’s organizational chart.
    • The Company’s list of shareholders and number of shares held by each.
    • Copies of agreements relating to options, voting trusts, warrants, puts, calls, subscriptions, and convertible securities.
    • A Certificate of Good Standing from the Secretary of State of the state where the Company is incorporated.
    • Copies of active status reports in the state of incorporation for the last three years.
    • A list of all states where the Company is authorized to do business and annual reports for the last three years.
    • A list of all states, provinces, or countries where the Company owns or leases property, maintains employees, or conducts business.
  2. Previous Financing Efforts; Authorization for Going Public
    • Copies of any registration statements, private placement memoranda, or similar materials related to the Company.
    • Copies of corporate resolutions authorizing the initial public offering.
    • Any confidentiality or nonpublicity agreements.
    • Any broker or investment banking arrangements.




  3. Financial Information
    • Audited financial statements for three years.
    • The most recent unaudited statements, with comparable statements to the prior year.
    • Auditor’s letters and replies for the past five years.
    • The Company’s credit report, if available.
    • Any projections, capital budgets, and strategic plans.
    • Analyst reports, if available.
    • A schedule of all indebtedness and contingent liabilities.
    • A schedule of inventory.
    • A schedule of accounts receivable.
    • A schedule of accounts payable.
    • A description of depreciation and amortization methods and changes in accounting methods over the past five years.
    • Any analysis of fixed and variable expenses.
    • Any analysis of gross margins.
    • The Company’s general ledger.
    • A description of the Company’s internal control procedures.
  4. Physical Assets
    • A schedule of fixed assets and identify location.
    • All U.C.C. filings.
    • All leases of equipment.
    • A schedule of sales and purchases of major capital equipment during last three years.
  5. Real Estate
    • A schedule of the Company’s business locations.
    • Copies of all real estate leases.
  6. Intellectual Property
    • A schedule of domestic and foreign patents and patent applications.
    • A schedule of trademark and trade names.
    • A schedule of copyrights.
    • A description of important technical know-how.
    • A description of methods used to protect trade secrets and know-how.
    • Any “work for hire” agreements.
    • A schedule and copies of all consulting agreements, agreements regarding inventions and licenses or assignments of intellectual property to or from the Company.
    • Any patent clearance documents.
    • A schedule and summary of any claims or threatened claims by or against the Company regarding intellectual property.
  7. Employees and Employee Benefits
    • A list of employees including positions, current salaries, salaries and bonuses paid during last three years, and years of service.
    • All employment, consulting, nondisclosure, nonsolicitation or noncompetition agreements between the Company and any of its employees.
    • Resumes of key employees.
    • The Company’s personnel handbook and a schedule of all employee benefits and holiday, vacation, and sick leave policies.
    • Summary plan descriptions of qualified and non-qualified retirement plans.
    • Copies of collective bargaining agreements, if any.
    • A description of all employee problems, including alleged wrongful termination, harassment, and discrimination.
    • A description of any labor disputes, requests for arbitration, or grievance procedures currently pending or settled within the last three years.
    • A list and description of benefits of all employee health and welfare insurance policies or self-funded arrangements.
    • A description of worker’s compensation claim history.
    • A description of unemployment insurance claims history.
    • Copies of all stock option and stock purchase plans and a schedule of grants thereunder.




  8. Licenses and Permits
    • Copies of any governmental licenses, permits or consents.
    • Any correspondence or documents relating to any proceedings of any regulatory agency.
  9. Environmental Issues
    • Environmental audits, if any, for each property leased by the Company.
    • A listing of hazardous substances used in the Company’s operations.
    • A description of the Company’s disposal methods.
    • A list of environmental permits and licenses.
    • Copies of all correspondence, notices, files related to EPA, state or local regulatory agencies.
    • A list identifying and describing any environmental litigation or investigations.
    • A list identifying and describing any known superfund exposure.
    • A list identifying and describing any contingent environmental liabilities or continuing indemnification obligations.
  10. Taxes
    • Federal, state, local, and foreign income tax returns for last three years.
    • States sales tax returns for last three years.
    • Any audit and revenue agency reports.
    • Any tax settlement documents for last three years.
    • Employment tax filings for three years.
    • Excise tax filings for three years.
    • Any tax liens.
  11. Material Contracts
    • A schedule of all subsidiary, partnership, or joint venture relationships and obligations, with copies of all related agreements.
    • Copies of all contracts between the Company and any officers, directors, 5-percent shareholders or affiliates.
    • All loan agreements, bank financing arrangements, lines of credit or promissory notes to which the Company is a party.
    • All security agreements, mortgages, indentures, collateral pledges, and similar agreements.
    • All guaranties to which the Company is a party.
    • Any installment sale agreements other than for goods in the ordinary course of business.
    • Any distribution agreements, sales representative agreements, marketing agreements, and supply agreements.
    • Any letters of intent, contracts, and closing transcripts from any mergers, acquisitions, or divestitures within last five years.
    • Any options and stock purchase agreements involving interests in other companies.
    • The Company’s standard quote, purchase order, invoice, and warranty forms.
    • All nondisclosure or noncompetition agreements to which the Company is a party.
    • All other material contracts.
  12. Product or Service Lines
    • A list of all existing products or services and products or services under development.
    • Copies of all correspondence and reports related to any regulatory approvals or disapprovals of any Company’s products or services.
    • A summary of all complaints or warranty claims.
    • A summary of results of all tests, evaluations, studies, surveys, and other data regarding existing products or services and products or services under development.
  13. Customer Information
    • A schedule of the Company’s 12 largest customers in terms of sales thereto and a description of sales thereto over a period of two years.
    • Any supply or service agreements.
    • A description or copy of the Company’s purchasing and credit policies.
    • A schedule of unfilled orders.
    • A list and explanation for any major customers lost over the last two years.
    • All surveys and market research reports relevant to the Company or its products or services.
    • The Company’s current advertising programs, marketing plans and budgets, and printed marketing materials.
    • A description of the Company’s major competitors.
  14. Litigation
    • A schedule of all pending litigation.
    • A description of any threatened litigation.
    • Copies of insurance policies possibly providing coverage as to pending or threatened litigation.
    • Documents relating to any injunctions, consent decrees, or settlements to which the Company is a party.
    • A list of unsatisfied judgments.
  15. Insurance Coverage
    • A schedule and copies of the Company’s general liability, personal and real property, product liability, errors and omissions, key-man, directors and officers, worker’s compensation, and other insurance.
    • A schedule of the Company’s insurance claims history for past three years.
  16. Professionals
    • A schedule of all law firms, accounting firms, consulting firms, and similar professionals engaged by the Company during past five years.
  17. Articles and Publicity
    • Copies of all articles and press releases relating to the Company within the past three years.

 

Business Lawyer Free Consultation

If you want to take your business public, 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

Recent Posts

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Intestacy Law

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How to Prepare For Your Free Consultation

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Source: https://www.ascentlawfirm.com/taking-your-company-public/

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Divorce Takes Longer Than Temporary Orders

Divorce Takes Longer Than Temporary Orders

I had the funniest thing happen about a week after a temporary order hearing.  The client said to me, “so now that my divorce case is done…” and I said “wait a second!” -> you’re divorce case isn’t done after a temporary order hearing has happened.  There is still a lot left to do in a divorce case if it doesn’t settle in mediation.

Sometimes in a divorce action a party will get some temporary spousal maintenance, also called temporary alimony. However, since Utah State reformed its alimony laws, courts have been asked to give greater scrutiny to how much alimony is awarded and for how long. Traditionally, temporary spousal support has run until the court issued a final divorce decree and made a decision about permanent alimony. Now, that won’t always be the case.

The court must apply one of two formulas for calculating temporary spousal maintenance, based on the income of each spouse (up to a maximum of $175,000 for a supporting spouse) and whether the supporting spouse must also pay child support. If the court wishes to deviate from the guideline amount, there are numerous factors the judge must consider. These include:




  • Income and property of both spouses
  • The length of the marriage
  • The age and health of both spouses
  • The present and potential future income of both spouses
  • The ability of the receiving spouse to become self-supporting
  • Whether children from the marriage live in the marital home

If the marriage is of relatively short duration and a dependent spouse is healthy, has a recent job history, and has no young children at home, the court will likely award a short period of maintenance. A judge might decide that six months is adequate for the dependent spouse to re-enter the workforce and become self-sufficient. If your divorce is complex, the process might not conclude before your spousal maintenance or temporary alimony runs out. In that case, you would have to make a compelling case to the court for an extension of support.

How to Start a Divorce Case in Utah

Are you wondering what you need to do to get your divorce case started in Utah?

Your first step is to file a petition for divorce in the district court where you have resided in for the last 3 months.  If you have minor children, you need to file in the district court where the children have resided for the last 6 months.  If you haven’t lived in a specific county for that long; then, you need to call us to talk about where we can filed your divorce case.

It is highly recommended that you work with an attorney to ensure you complete all the paperwork properly and guarantee service to your spouse. This will also put you in a position to achieve success in your divorce case.

Legal requirements for a divorce filing

In addition to filling out all the required paperwork, you must also meet certain legal requirements before you file for divorce in Utah.

First, you must meet the state’s residency requirements. You and your spouse must have lived in Utah without interruption for at least 3 months before you file. If you do not meet this minimum standard, you may experience delays in filing your divorce action.

You must also have legal grounds to get divorced in Utah. In the past, this meant proving fault on the part of your spouse, such as abandonment, cruel treatment, adultery or confinement in prison. As of recently, Utah allows for no-fault divorces that use the grounds of an “irreconcilable differences” in the relationship for no specific set of time.

 

Free Consultation with Divorce Lawyer in Utah

If you have a question about divorce law or if you need to start or defend against a divorce case in Utah call Ascent Law at (801) 676-5506. We will fight for 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

Recent Posts

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Intestacy Law

Source: https://www.ascentlawfirm.com/divorce-takes-longer-than-temporary-orders/

Intestacy Law

Intestacy Law

When a person dies without having a valid will in place, his or her property passes by what is called “intestate succession” to heirs under probate law. In other words, if you don’t have a will, the state will make one for you. All fifty states have laws (or “statutes”) of this kind on the books.

The purpose of intestate succession statutes is to distribute the decedent’s wealth in a manner that closely represents how the average person would have designed his or her estate plan, had that person had a will. However, this default can differ dramatically from what the person really would have wanted. Even where it is known what the person intended, no exceptions are made where no valid will exists. Nor are there any exceptions made based on need or special circumstances.

The Uniform Probate Code

The 1990 Uniform Probate Code (the Code) serves as the starting point for many states’ laws. Nevertheless, the laws of different states can vary greatly from each other and from the Code itself. However, the Code represents the best reference for a general discussion.

Under the Code, close relatives take property instead of distant relatives. The classes of relatives whose members receive property under the Code include the decedent’s surviving spouse, descendants (children, grandchildren, etc.), parents, descendants of decedent’s parents (siblings, nieces and nephews), grandparents, and descendants of grandparents (aunts and uncles and cousins). Adopted descendants are treated the same as biological descendants. If none of the above-named classes of relatives include any persons qualified to take the estate, the property “escheats” (meaning it goes automatically) to the state of Utah.

The Surviving Spouse’s Share of the Intestacy Estate

Under the Code, a surviving spouse is either entitled to the entire estate (after expenses and taxes of the decedent) or a substantial part of it. For example:

  • The surviving spouse is entitled to the entire net estate if the decedent is also survived by children who are all children of the decedent and the surviving spouse.
  • The surviving spouse is also entitled to the entire net estate if the decedent is not survived by descendants and parents.
  • If parents survive but no descendants survive, a surviving spouse takes the first $200,000 of the net estate plus three-fourths of anything exceeding that amount.
  • If the decedent is survived by descendants who are also the descendants of the surviving spouse, and by descendants who are not descendants of the surviving spouse, the surviving spouse takes the first $150,000 of the net estate plus one-half of anything exceeding that amount.
  • If the decedent is not survived by any descendants who are also descendant of the surviving spouse but is survived by descendants who are not descendants of the surviving spouse, the surviving spouse takes the first $100,000 of the net estate plus one-half of anything exceeding that amount.

The Descendants Share of the Intestacy Estate

Under the Code, if no spouse survives but descendants of the decedent survive, the descendants take the entire net estate by “right of representation.”

Do the Parents Get a Portion of the Intestacy Estate?

Under the Code, if a decedent is not survived by a spouse or descendants, the entire net estate passes to the decedent’s parents equally or, if only one survives, to the survivor.

What do Other Relatives Get?

Under the Code, if a decedent is not survived by a spouse, descendants, or parents, the entire net estate passes to the decedent’s parent’s descendants (siblings of the decedent). If there are no siblings or descendants of siblings, the net estate goes to the decedent’s grandparents or their descendants.

What is the Net Estate under Intestacy Law?

The “Net Estate” is the amount left for distribution to heirs after all debts, family protections, taxes, and administrative expenses have been paid. “Family protections” include homestead allowances, family allowances, and exempt property allowances.

Intestacy Lawyer Free Consultation

If you are here, you probably have an estate or intestacy issue you need help with. If you do, 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

Selling Your Business

Selling Your Business

Taking a business from inception and startup to sale is the ultimate course of action for most entrepreneurs – even those who have a small business, medium-sized business or a big business, unless they plan on taking the company public. But small business owners need to understand the true value of their company and make sure they are getting the best possible deal in any transaction. This section covers the basics of selling a business, including articles about completing an asset sale, how to determine when to sell your business, the importance of succession planning, business valuation methods, and other related topics.

How to Sell a Business

Reasons for selling a business can be highly varied and personal to the seller. There may be personal as well as business considerations that play an important part in both the decision and its timing. However, there are some important considerations that should always be among the concerns for someone contemplating the sale of their business. Ideally a business is sold when the economy is doing well, you have had a positive year financially, and the forecast for the business is positive. When these conditions exist the business can be sold for the best price possible.

Determining the value of a business can be challenging. Setting a price too high can drive away buyers, especially if the valuation is inaccurate. Hiring an appraiser can help you determine the correct price as well as giving you the opportunity to learn about the market for businesses such as yours and the commonly agreed-upon prices within the industry and region. Having a professional appraisal done gives buyers a higher degree of confidence that they are receiving a fair deal and increases the appearance of professionalism.

Finding a Buyer For Your Business

Leave yourself enough time to find a buyer. This can be challenging, though looking at who is buying similar businesses locally is a good idea. Approaching larger regional or national businesses that deal in the same industry can also help you find an interested buyer. Finally, local business peers may also have leads on potential buyers. Alternatively, you can hire a business broker or a mergers and acquisitions professional to assist you in locating a buyer and completing a sale.

Before selling it may be wise to consider how the seller will finance their purchase of the business. Banks or other institutions may do so, though in these situations you will need a qualified buyer the lender is willing to lend the capital. Another alternative is to provide seller-financing. This is extraordinarily common and if you are unwilling to finance at least a portion of the sale you may be unable to sell the business.

You Should Get A Business Valuation When You’re Selling

There are three basic methods to business valuation worth considering before you put your company on the market. These three approaches are:

  • The Market-Based Approach – This method of valuation looks at other businesses in the same or similar industry that have been sold and bases your price on the average price of similar businesses sold. This type of valuation is not always accurate since it looks to the market rather than to the specifics of your business to generate the price.
  • The Asset-Based Approach – This method of valuation calculates the value of the business’s assets and bases the price of the business on their fair market value. The drawback of this method of valuation is that it does not quantify other valuable intangible assets such as the business’s goodwill or potential for future revenue.
  • The Income-Based Approach – This method of valuation looks at the amount of money the business generates for the owner, taking into account both income and debts owed.

Getting a Business Lawyer to Help You

You should consider the benefits of having a business attorney to guide you through the process of selling your business.  You don’t want to be taken advantage of.  Even if you are selling your business to family or friends, the legal documents and contracts you sign should be drafted by a business lawyer on your side to make sure everyone is done correctly.

 

Business Lawyer Free Consultation

When you need help with Business Law in Utah, 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

Divorce and Dividing Debts

Divorce and Dividing Debts

Divorce calls for couples to divide their property during divorce. It also requires division of debt.

Research suggests disagreements about money are the leading predictor of divorce in the United States. Arguments about money can sour a marriage and make divorce difficult. When money is an issue during marriage, debt is oftentimes involved.

Common forms of debt carried by many couples include:

  • Credit cards
  • Mortgages
  • Home equity loans
  • Car loans
  • Tax liabilities
  • School loans

In Utah, assets and liabilities are subject to equitable distribution. Just as value acquired by a couple is part of their marital estate, so is debt. Questions arise when debt is incurred from gambling, secret investments or the use of marital funds to support an extramarital affair.

Typically a couple may have a joint account or separate credit cards used for personal and household expenses. Unless it can be otherwise shown, this type of debt is often equitably divided.

If you have debt and are considering divorce, think about the following steps:

  • Try to eliminate as much debt as possible prior to divorce. It is easier to get a fresh emotional and economic start after divorce if you are not saddled with debt.
  • Close joint checking accounts at the outset of divorce.
  • Close unused credit card and other unneeded accounts.
  • Depending on your long-term objectives, speak with your divorce attorney about reducing your debt load during negotiations for marital assets.

Don’t Endanger Your Children 

A woman has been found guilty of endangering her children after she was found living in squalor. According to the prosecutor’s office, this woman was living with her children in a house that was missing some exterior walls and part of the roof. The home also had no running water and was being powered by extension cords from another home.  If you are having trouble, get help from your family, friends, government, church.  Don’t do this to yourself and your children.  You’ll lose custody of your kids.

The case began after police found her eight-year-old son and her two- and three-year old grandchildren hiding among some of the refuse in the home. They had been investigating her son on burglary charges when they entered the decrepit home with a warrant.

The home had been badly damaged in a fire, and police feared that another fire could occur when they found the extension cords, garbage and lights set up in the way that they were. There were also buckets of excrement located throughout the home, as well as insects and other vermin.

This woman now faces up to a year in jail after being found guilty on three counts of child endangerment. The three children are now in custody of other relatives.

Even after she gets out of jail, it is unlikely that she will regain child custody, having proven herself unfit to be a guardian of these children. Her relatives will likely work with the court system to find a new arrangement that is in the best interest of the children.

Divorcing Later in Life

Divorcing after many years of marriage is a growing trend with some statistics indicating that the rate of divorce for people over the age of 50 has doubled since 1990. There is even a name for this new trend: “the gray divorce”.

Divorcing later in life can bring a complicated set of circumstances into the process. As people grow older, they often face financial stresses. Divorce places even more of an economic burden on a separating pair who must now run two households instead of one. Emotional ties to a home may make dividing the value of this asset difficult. Significant debt or mortgages can complicate matters.

Children may be grown, so custody will not be an issue, but issues such as health insurance can be a problem for couples who are not yet old enough to receive Medicare. Sometimes couples may agree to live apart pursuant to a Separation Agreement to avoid the expense of health insurance, or the effects of taxes.

Many later-in-life divorces involve a high net worth that calls for a detailed valuation of assets. Businesses grow over time and become more valuable. Retirement accounts and stock plans can increase significantly as the years pass.

Typical items to be divided include:

  • Home and other real estate
  • Trust accounts
  • 401(k), Keogh plans, pensions and other retirement plans
  • Businesses
  • Bank and stock accounts
  • Profit-sharing agreements
  • Investments
  • Off-shore or foreign bank accounts
  • Significant collectibles or other personal property

Free Consultation with Divorce Lawyer in Utah

If you have a question about divorce law or if you need to start or defend against a divorce case in Utah call Ascent Law at (801) 676-5506. We will fight for you.

Michael R. Anderson, JD

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

Telephone: (801) 676-5506

Agreements to Arbitrate Before You Hire an Employee

Agreements to Arbitrate Before You Hire an Employee

Most business owners will encounter disputes with employees at least once throughout the life of their organization, often through no fault of their own. Regardless of the nature of the dispute, litigation can be costly and may hurt a company’s image. Arbitration agreements, often included in employment contracts, require both the employer and the employee to settle disputes outside of the court system.

Here are Some Benefits of Arbitration Agreements

Proponents of arbitration for employment-based disputes often point out that juries typically are more sympathetic to employees, even when the facts may otherwise favor the employer. After all, the majority of jurors are not business owners but most identify as employees themselves. Arbitration agreements, therefore, can be seen as a safeguard against frivolous lawsuits or at least a method of ensuring a more level playing field. Specifically, class action lawsuits have the potential to close businesses and derail entire industries.

And since court proceedings are a matter of public record, litigation can result in negative publicity for an employer regardless of whether it did anything wrong. Arbitration affords defendant employers more privacy, since the proceedings are not a matter of public record. This discretion can also play an important role in maintaining key business partnerships.

Furthermore, arbitrators’ decisions are final except in extraordinary circumstances. Unlike litigation, where the costly appeals process often leads to cash settlements, employees unhappy with the results of arbitration generally cannot have the decision reviewed by a higher authority.

Make Sure Your Arbitration Agreement is Legal

The Federal Arbitration Act allows employers to include binding arbitration agreements as a condition of employment. Such agreements usually contain language wherein both parties give up the right to go to court if they are unhappy with the results of an arbitration proceeding.

An arbitration clause may be held invalid if the complainant is able to prove that the employer designated a biased party as the arbitrator. Therefore, these clauses usually designate broadly recognized neutral organizations (such the American Arbitration Association) to broker the process. An arbitration agreement also may be held invalid if it is one-sided and allows the employer to sue in court, according to courts in California and some other states, but that is not the case in federal court.

The following sample arbitration clause comes from the Chartered Institute of Arbitrators:

“Any dispute or difference arising out of or in connection with this contract shall be determined by the appointment of a single arbitrator to be agreed between the parties, or failing agreement within thirty days, after either party has given to the other a written request to concur in the appointment of an arbitrator, by an arbitrator to be appointed by the President or a Vice President of the Chartered Institute of Arbitrators.”

What is Arbitration Like?

Binding arbitration is one form of alternative dispute resolution (ADR), which takes place outside of the state or federal court systems. The process begins when one party files a demand for arbitration with the American Arbitration Association or similar ADR organization. You can also just use a private arbitrator which will save you money. We’ve seen arbitration fees that are in the tens of thousands for a dispute over commercial real estate. The respondent (the party that would be the defendant in a court case) is notified and has a set time to file an answer or counterclaim. The third party then works with both parties to select a neutral arbitrator from its list of available arbitrators, often retired judges.

The arbitration proceedings begin with a preliminary hearing, in which each party has the opportunity to discuss the substantive issues of the case with the arbitrator. Procedures for exchanging information and disclosing witness lists also are discussed at this initial meeting. Then each party exchanges information and agree to evidence and arguments that will be presented in the hearings. Finally, each party presents testimony in a series of hearings and the arbitrator makes a decision.

Free Consultation with a Utah Business Lawyer

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

Business Valuation Law

Business Valuation Law

As a business owner, present or future, you’ll want to be familiar with what business valuations are and the required accounting terminology that is used in a business valuation. Here you will find useful business and accounting terms in alphabetical order.

Accounts payable: Business debts that generally are payable within 30 days.

Accounts receivable: Money that customers presently owe the company.

Accrued payroll and payroll taxes: Accrued payroll is payment owed for employee work already done. Accrued payroll taxes are employment taxes for work already performed by employees, which have not yet been turned over to the state or federal revenue services.

Appraisal: See “Valuation.”

Assets: Anything with monetary value that a business owns. See “Current Assets” and “Fixed Assets.”

Balance sheet: A financial statement showing the assets, liabilities, and net worth of a business as of a specific date.




Book value: Total assets, without the inclusion of intangibles such as goodwill, minus total liabilities. The book value of a company is its base liquidation value.

Cost approach to valuation: This valuation approach considers the replacement cost of the company’s assets as an indication of what a prudent buyer would pay for the business.

Current assets: Cash, accounts receivable, securities, inventory, and any other assets that can be converted into cash within one year or during the normal course of business.

Current liabilities: Liabilities payable within one year. They include accounts payable, notes payable, accrued expenses such as wages and salaries, taxes payable, and the portion of long-term debts due within one year.

Current ratio: Current Ratio = Total Current Assets/Total Current Liabilities. The current ratio shows a company’s financial solvency.

Depreciation: An accounting method to take into account an asset’s physical deterioration. It allocates the asset’s cost over its useful life.

Debt/worth ratio: Debt/Worth Ratio = Total Liabilities/Net Worth. Debt/worth ratio is a measure of how dependent a company is on borrowing rather than equity.

Fair market value: A price at which a willing buyer and a willing seller, both knowing the relevant facts about the business, would transfer a company.





Fixed assets: Assets that are used to produce revenue and are not intended for sale, such as office furniture, vehicles, real property, building improvements, and factory equipment. Also called “long-term” assets.

Generally accepted accounting principles (GAAP): Accepted conventions, rules, and procedures that define accounting practice.

Goodwill: Goodwill is based on a company’s reputation and relationships with customers, vendors and the community, and its participation in trade-related activities. In broad terms, goodwill is a measure of how willing these individuals would be to continue doing business with a company.

Income approach to valuation: Any valuation method that is based on the company’s expected income stream.





Income statement: See “Profit/Loss Statement.”

Intangible assets: Business assets that are not material in nature, which have been created through time and effort. Some examples of intangible assets are patents, specialized mailing lists, and goodwill.

Inventory: Goods ready to be sold, raw materials, and partially completed goods that will be sold.

Liabilities: Debts owed by the business. See “Current Liabilities” and “Long-Term Liabilities.”

Liquidation: Selling the business’s assets rather than the entire business as a going concern.

Liquidation value: The estimated total amount that could be realized from selling the business’s individual assets, after satisfying all of the business’s liabilities.

Liquidity: How quickly and easily an asset can be converted into cash.

Long-term assets: See “Fixed Assets.”

Long-term liabilities: Debts owed by the business which must be repaid more than one year from the date of the balance sheet.

Market approach to valuation: Any valuation method that compares the company’s financial data with multiples from acquisitions of similar businesses or from stock prices of comparable publicly traded companies.

Market value: See “Fair Market Value.”

Net worth: The business owner’s equity in a company, calculated by subtracting the company’s total liabilities from its total assets.

Price/earnings (P/E) ratio: The relationship between the selling price of a company’s common stock to the company’s annual profits per share.

Prepaid expenses: The cost of goods or services already paid for but not yet fully used or consumed. Prepaid insurance premiums and prepaid rent are examples of prepaid expenses.

Profit/loss statement: A financial statement summarizing the results of business activities (income and expenses) for a given period of time. Also called an income statement.

Quick ratio: Quick Ratio = (Current Assets – Inventory)/Current Liabilities. The quick ratio shows a company’s liquidity, and helps determine whether a business can meet its obligations in hard times.

Securities: Notes, stocks, bonds, debentures, investment contracts, or any other interests or instruments commonly known as “securities.”

Under-capitalization: When available funds are consistently insufficient for a business, hampering its efficient operations.

Valuation: A value estimate or opinion, or the process of estimating value. A valuation report is usually a written document setting forth an opinion of a business’s value as of a specified date, supported by the presentation and analysis of relevant data.

Working capital: The capital available to the business on a short term, calculated by subtracting current liabilities from current assets.

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Michael R. Anderson, JD

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

Telephone: (801) 676-5506