Arnold & CliffordArnold & Clifford2026-04-17T18:19:41Zhttps://www.arnlaw.com/feed/atom/WordPress/wp-content/uploads/sites/1302176/2025/12/cropped-new_logo_fav-32x32.jpgOn Behalf of Arnold & Clifford<![CDATA[Is a tax audit stalling your merger?]]>https://www.arnlaw.com/?p=683932026-03-25T06:34:01Z2026-03-30T06:31:39ZA pending merger signals growth and opportunity. However, a sudden tax audit can quickly paralyze a deal. In Ohio, corporate transitions often hit a wall when state or federal authorities flag inconsistencies in past filings. These audits do more than just scrutinize numbers; they create uncertainty that scares off investors and buyers alike.
Frozen tax clearance certificates
Historically, Ohio required a Certificate of Tax Clearance before any corporation could merge or dissolve. This process often took months. While Ohio law now allows an affidavit method to speed up filings, an active audit effectively halts this shortcut. The Secretary of State will not finalize your merger while the state investigates unpaid liabilities.
Discovery of successor liability
Buyers fear inheriting the tax debts of a target company. An audit frequently uncovers successor liability risks. In these cases, the new owner becomes responsible for the seller’s unpaid sales or use taxes. This discovery often forces parties back to the negotiating table. Most buyers then demand larger escrows or indemnity clauses to offset the risk.
Valuation and earning impacts
Audits often lead to unexpected tax assessments and penalties. These costs directly impact the company’s valuation. If an audit reveals that the business underpaid taxes to inflate its net income, the buyer may lower the purchase price significantly. This shift in financial standing can kill the deal entirely.
Protecting your corporate legacy
Managing transaction regulations can be overwhelming. A skilled attorney can identify potential audit triggers before they reach the state level. These professionals negotiate with tax authorities to resolve disputes and draft the necessary affidavits to keep your merger on track. They ensure that tax issues do not define your legacy or destroy your hard-earned corporate value.
]]>On Behalf of Arnold & Clifford<![CDATA[Quick tips in drafting enforceable non-compete agreements in Ohio]]>https://www.arnlaw.com/?p=683042025-12-26T09:37:43Z2025-12-31T09:37:07ZImagine spending months training a new employee. You share your client list, teach them your methods and trust them with your trade secrets. Then one day, they leave and start working for your biggest competitor. This scenario keeps many small business owners up at night.
A non-compete agreement can help prevent this situation. These contracts protect your business from losing valuable information to rivals. But how do they work and what makes them enforceable in Ohio? Let's start with the basics.
What is a non-compete agreement?
A non-compete agreement is a legal contract between you and your employee. It stops them from working for your competitors after they leave your company. You typically ask employees to sign these agreements when you first hire them. They can also take effect when you promote someone or share confidential business information.As a small business owner, you invest time and money into training your team. A non-compete agreement helps protect that investment from the start. But understanding what non-competes do is just the first step. Next, you need to know how they actually protect your business.
How non-competes protect your business
These agreements protect your company by stopping former employees from revealing trade secrets to competitors. They also prevent employees from taking your clients to other companies. However, these agreements are only helpful if a court will enforce them. Let's look at practical steps to ensure your agreement holds up legally.
Tips for creating enforceable agreements
Ohio courts hold non-competes to strict standards. If your agreement fails to meet these standards, a judge may throw it out. To give your agreement the best chance of holding up, follow these key guidelines:
Put it in writing: A written contract creates clear proof of what both parties agreed to. Verbal agreements are nearly impossible to enforce in court.
Be specific and reasonable: Define the exact geographic area and time period your agreement covers. Courts often reject agreements that seem too broad or vague.
Avoid undue hardship: Your restrictions should not prevent someone from earning a living entirely. Judges look unfavorably on agreements that seem overly harsh.
Protect the public interest: Your agreement should not harm consumers or limit their choices. Courts may void contracts that hurt the general public.
Add clearly defined limits: Spell out exactly what activities are restricted and for how long. Clear language leaves less room for disputes later.
Following these tips helps create a strong agreement. However, even the best contract means nothing if you do not act when someone breaks it.
When someone violates your agreement
If you suspect a former employee broke your non-compete agreement, act quickly. Time matters when protecting your business interests and proprietary information. Waiting too long can weaken your case and allow more damage to occur.Contact an experienced employment attorney right away. They can review your agreement and explain legal options. With the right guidance, you can take action to safeguard what you have worked so hard to build.]]>On Behalf of Arnold & Clifford<![CDATA[5 things to check before you acquire a business in Ohio]]>https://www.arnlaw.com/?p=682812025-09-26T13:31:02Z2025-10-01T06:25:36Z1. Financial records and liabilities
Check audited financials, tax returns, and debt schedules. Look for hidden or contingent liabilities. In Ohio, if contracts transfer with the sale, courts may hold buyers responsible for these obligations. Confirm whether liens or claims exist on the assets you want to buy.
2. Contracts and commitments
Review vendor, customer, lease, and loan agreements. Many contracts in Ohio include change-of-control clauses that allow a counterparty to end or renegotiate a contract after a sale. Missing these details can disrupt revenue and daily operations.
3. Intellectual property and trade secrets
Check who owns patents, trademarks, and copyrights. Make sure trade secrets are protected by valid contracts with employees and partners.
Ohio’s Uniform Trade Secrets Act offers remedies if secrets are stolen, but weak agreements leave you exposed. For example, a Columbus manufacturer bought a supplier without checking protections. Later, a former employee used those secrets to launch a rival company, leading to lawsuits and lost value.
4. Employment and compliance issues
Review employee handbooks, wage classifications, and non-compete agreements. Labor and HR problems often surface only after closing.
Ohio law ties buyers to both state and federal standards. Any violations can transfer to you as the new owner.
5. Litigation and regulatory exposure
See if there are pending lawsuits, past judgments, and agency investigations.
In Ohio, successor liability may extend to environmental or licensing violations. Knowing these risks ahead of time allows you to negotiate protections such as indemnities or adjust the purchase price.
Preparing for success
By addressing potential liabilities before closing, you protect long-term value and keep leverage at the table.
Working with experienced counsel helps ensure your due diligence supports your goals and strengthens your investment.]]>On Behalf of Arnold & Clifford<![CDATA[What are Ohio’s minimum wage laws?]]>https://www.arnlaw.com/?p=682782025-06-19T12:57:02Z2025-06-24T07:25:35ZOhio’s minimum wage laws are important for both employers and employees to understand. These laws ensure that workers are paid fairly for their labor, promoting economic well-being, and reducing exploitation. If you work in Ohio or run a business there, it’s essential to stay up to date on the latest rules surrounding minimum wage.
Ohio's minimum wage rate
As of 2025, Ohio's minimum wage is $10.10 per hour for most workers. However, the rate can differ for employees of smaller businesses or those working in certain industries. For companies with annual gross receipts of less than $344,000, the minimum wage is set at $7.25 per hour, which aligns with the federal minimum wage. Understanding these distinctions is key for both workers and employers to ensure compliance with the law.
Adjustments to the minimum wage
Ohio's minimum wage isn’t static—it changes annually based on inflation. Ohio uses the Consumer Price Index (CPI) to adjust the wage rate, which means that employees may see an increase in the wage they receive over time, helping them keep up with the cost of living. Employers must be aware of these yearly adjustments to avoid underpaying their workers.
Exemptions from the minimum wage law
Not every worker is covered by Ohio's minimum wage law. Certain workers, such as those under 16 years old, may be subject to different wage regulations. In addition, specific employees like tipped workers or individuals with disabilities may have different wage standards. Employers should verify whether these exceptions apply to their workforce and ensure compliance with all applicable wage laws.Ohio’s minimum wage laws play a critical role in ensuring fair pay for workers while also protecting the rights of employers. By staying informed, both employers and employees can avoid misunderstandings and promote a fair, compliant workplace.]]>On Behalf of Arnold & Clifford<![CDATA[What tax deductions can Ohio corporations claim?]]>https://www.arnlaw.com/?p=682572025-04-03T06:14:55Z2025-04-08T18:54:48ZIf you run a business in Ohio, saving money on your taxes is a big deal. The state offers several deductions that can reduce what your corporation owes. Knowing what applies to your company can make a difference at tax time.
Common business expense deductions
You can deduct many day-to-day business costs. These include rent, utilities, office supplies, and employee wages. Costs for advertising, insurance premiums, and repairs also count. Just make sure these expenses are ordinary and necessary for running your business.
Depreciation and equipment
If you buy equipment or property, you can claim depreciation over time. This spreads out the cost and lowers your tax bill each year. In some cases, you may qualify for bonus depreciation or Section 179 expensing, which allows you to deduct more upfront.
Employee benefits and retirement plans
Ohio corporations can deduct the cost of employee benefits. This includes health insurance, life insurance, and retirement plan contributions. Offering these perks not only helps your team but also lowers your taxable income.
Interest and professional fees
Interest on business loans is deductible. So are professional service fees, like those paid to accountants or consultants. As long as the expense ties directly to business operations, it can usually be claimed.
Stay organized for tax time
To claim deductions, keep clear records. Save receipts, track spending, and document every business-related cost. Good bookkeeping helps ensure you don’t miss out on savings.Ohio's tax rules reward smart planning. When you understand your options and stay on top of your records, you set your business up to keep more of what it earns.]]>On Behalf of Arnold & Clifford<![CDATA[Can lawyers talk to clients of other attorneys? Ethical tips]]>https://www.arnlaw.com/?p=682422025-01-03T14:59:25Z2025-01-08T17:34:51ZLawyers must follow the Professional Conduct rules to act fairly and ethically when dealing with clients who already have another lawyer. For example, Ohio’s Rule of Professional Conduct 4.2 says lawyers can’t talk to someone they know is represented by another lawyer about the same case unless they have permission from that lawyer.
Avoiding conflicts of interest
Lawyers must avoid conflicts of interest when interacting with clients of other lawyers. Ohio’s statutes stress the need for fairness and professionalism to protect everyone involved. Following these rules helps ensure trust in the legal profession.
Protecting confidentiality
Keeping information private is one of the most important parts of a lawyer’s job. Lawyers must not try to get or use private information from another lawyer’s client unless they have permission. Ohio law highlights how vital it is for lawyers to keep all client information confidential.
Staying on the right path
When lawyers follow ethical rules, they build trust and ensure fairness for everyone. Acting responsibly when facing these challenges helps create a more reliable legal system.]]>On Behalf of Arnold & Clifford<![CDATA[What happens to intellectual property in a merger or acquisition?]]>https://www.arnlaw.com/?p=682292024-09-23T07:42:06Z2024-09-26T07:41:42ZIn a merger or acquisition, intellectual property is an important asset that plays a significant role in determining the value of a business. Intellectual property includes things like a business's trademarks, copyrights, patents and trade secrets.
Businesses must handle intellectual property with care during a merger or acquisition to ensure legal compliance and to protect the value of these assets.
Transferring intellectual property
During a merger or acquisition, intellectual property ownership may transfer as part of the deal. The agreement between the companies usually outlines how these assets will transfer. This property might remain with the original owner, transfer to the new company or divide between them in some way. Proper valuation of intellectual property is important during this process. If the parties fail to accurately assess the worth of intellectual property, the transaction could lose some financial worth.
Reviewing intellectual property agreements
Intellectual property agreements, such as licenses or contracts with third parties, require careful review during a transaction. Some contracts may restrict or prevent the transfer of intellectual property rights. For example, a licensing agreement might contain provisions that limit the ability of the new company to use the IP after the merger. In this case, the companies must either renegotiate these terms or risk losing access to important intellectual property.
Navigating trade secrets
Ohio law protects trade secrets, but maintaining that protection requires keeping the information confidential. During a merger or acquisition, trade secrets may risk exposure if proper precautions are not taken. The companies involved must establish safeguards to prevent the loss of these valuable assets.Business leaders must keep in mind that intellectual property disputes may arise during the merger process. If ownership of a trademark or patent is unclear, it could lead to legal conflicts that delay the transaction. To avoid such issues, companies should ensure that intellectual property rights are clearly defined and documented throughout the restructuring process.]]>On Behalf of Arnold & Clifford<![CDATA[How to handle shareholder disputes in your business]]>https://www.arnlaw.com/?p=682162024-07-17T07:12:20Z2024-07-22T07:12:03ZShareholder disputes can significantly impact the stability and growth of a business. In Ohio, where business dynamics are as diverse as its industries, understanding how to manage these disagreements is crucial for maintaining a healthy company environment.
Understand the nature of the dispute
When shareholder disputes arise, the first step is to thoroughly understand the disagreement. These conflicts often stem from differences in vision for the company, financial management concerns, or disagreements on business operations. Gaining a clear understanding of the issues at hand allows all parties to address the root causes effectively.
Communicate openly and effectively
Open and effective communication is crucial in solving any conflict. It’s important to create a space where each shareholder feels they can speak freely and are respected. Organize meetings where everyone can share their thoughts and concerns without being interrupted. Making sure everyone gets a chance to talk can lead to solutions that everyone agrees on.
Review shareholder agreement
The shareholder agreement often includes rules that can help solve the dispute. This document usually explains how to handle disagreements, who gets to vote on what, and what each shareholder’s responsibilities are. Reviewing this agreement ensures that any solutions follow the agreed-upon rules, which can stop further misunderstandings and conflicts.
Consider mediation
If talking things out doesn't solve the problem, consider mediation. This process uses a neutral third party to help discuss and reach an agreement. Mediation tends to be less confrontational and can encourage everyone to work together to find a solution quickly.
Explore buy-sell agreements
Sometimes, the best way to resolve ongoing conflicts is for one shareholder to leave the company. Buy-sell agreements are plans set up in advance that explain how a shareholder can sell their part of the company, either to another shareholder or back to the company itself. This method can be a good way to settle disputes without continued tension.
Develop a conflict resolution policy
To avoid future disputes, think about making a formal conflict resolution policy. This should outline the steps for handling disagreements, how to communicate during conflicts, and methods for solving them, like mediation or consulting a conflict resolution specialist. Having a clear policy in place can lessen the impact and frequency of disputes by providing a structured way to handle them.Handling shareholder disputes requires careful consideration of everyone's views and rights. By knowing what to focus on, businesses can effectively navigate these challenges and maintain a cooperative environment.]]>On Behalf of Arnold & Clifford<![CDATA[Understanding consideration when you acquire another business]]>https://www.arnlaw.com/?p=682092024-04-02T13:36:56Z2024-04-05T05:37:12ZExchange of value
In its most basic form, consideration involves some sort of transfer of worth between the acquiring entity and the targeted organization. The acquiring company typically offers something of value, such as cash, stock, or a combination of both, in exchange for ownership of the target company.
Determining the consideration
The consideration in a business acquisition involves negotiating between the two parties. Factors such as the financial health of the target company, its market value, and potential synergies with the acquiring company's operations all play a role in determining the consideration amount.
Types of consideration
Consideration in a business acquisition can take various forms. Cash consideration involves the acquiring company paying a specific amount of money to the shareholders of the target company. Stock consideration involves issuing shares of the acquiring company's stock to the shareholders of the target company. A combination of the two, or other exchanges such as real estate or intellectual property, may also come into play.
Assessing fairness
Ensuring fairness in the consideration offered is key in a business acquisition. Both parties must feel that they are receiving fair value for their contributions to the transaction. Trusted experts typically play a role in negotiating and assessing the fairness of the consideration offered.
Legal and regulatory considerations
In addition to financial considerations, there are legal and regulatory considerations involved in a business acquisition. These may include antitrust laws such as the Sherman Act, securities regulations, and tax implications. Both parties must comply with these laws and regulations throughout the acquisition process.
Finalizing the transaction
After coming to an agreement and meeting all legal and regulatory requirements, the business acquisition can proceed. The acquiring company takes ownership of the target company, and the transfer of value to the shareholders of the target company takes place.
With a clear understanding of the role consideration plays in business acquisition, you will be better positioned to navigate the process successfully.]]>On Behalf of Arnold & Clifford<![CDATA[What is the Corporate Transparency Act?]]>https://www.arnlaw.com/?p=682072024-01-04T14:19:52Z2024-01-08T06:01:27ZThe role of the CTA
The CTA is a federal law that aims to combat money laundering, terrorism financing, and other illicit financial activities. It does this by identifying the individuals who ultimately own and control certain companies.
The CTA requires reporting information about business owners to the Financial Crimes Enforcement Network. Beneficial owners are individuals who directly or indirectly own or control at least 25% of the ownership interests in the company.
The reporting obligation applies to a broad range of entities. However, exceptions exist for certain types of companies, such as publicly traded companies and those already subject to robust reporting requirements.
Compliance with the CTA
Compliance with the act involves submitting detailed reports to FinCEN. These reports must include the names, addresses, birthdates, and identification numbers of business owners. This information helps to create a comprehensive database that law enforcement agencies can use to trace and prevent financial crimes.
The Corporate Transparency Act introduces additional compliance measures for businesses, but these measures are beneficial to everyone by safeguarding the financial system and protecting against illicit activities.]]>