Category Archives: Attorneys

How do I buy an existing business?

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Crafting a sales agreement that will maximize your return on investment and limit liabilities

Large risks are involved when starting a business.  According to the Small Business Administration, only half of new businesses survive past five years.  One way to reduce the risk of being a business owner is to buy an existing business with proven cash flow or profits.  Although buying an existing business reduces risk, it comes with a heavy price.  To protect the investment, a purchaser needs to make sure that he receives what he bargained for. This can be accomplished by ensuring that a comprehensive sales agreement is created.

When buying a business there are many issues that need to be addressed.  An attorney can assist you by asking the key questions and focusing on the areas that will have the greatest impact on the business’s future success.  For example, what parts of the business should you buy?  Is it better to buy the existing business entity or should a new entity be formed to only purchase the assets?  The manner in which the business is purchased can have a great impact on a business’s future liabilities. The answer to these questions will depend on the specific circumstances surrounding each business purchase.  And how you answer can make a huge difference as to your taxes, profits, and potential problems down the line.

When buying a business, there is frequently a concern that the previous owner will form a new competing business.  To solve this potential problem, an attorney can create a Covenant not to Compete.  This covenant should be an essential part of the sales agreement as it will prevent the previous owner from becoming a competitor for a determined amount of time, increasing your chances for success.

Buying a business without a comprehensive sales agreement exposes you and your business to financial risk.  With the help of an experienced attorney, you can limit your risks and increase your potential earnings by having a favorable sales agreement that addresses the key issues.

Why Should I Create a Partnership Agreement?

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Why Should I Create a Partnership Agreement?

Avoiding partnership pitfalls with a Mesa Arizona Attorney for partnerships

Many partners go into business without working out the details of their business relationship. Some partners do discuss the details of their business, but never create a written agreement. Failure to create a written document or agree to terms can lead to unnecessary conflicts and confusion. It can even lead to the addition of new terms that no partner intended. Partnership agreements are crucial.

Many states have adopted the Revised Uniform Partnership Act (RUPA). One of RUPA’s purposes is to fill in the missing terms of a partnership agreement with generic terms found within RUPA. This occurs when a term in a partnership agreement has not been agreed to and is under dispute. For example, if the voting method is disputed and is not addressed in the partnership agreement, the court will use the RUPA term that says each partner gets one vote, regardless of what percentage of the business that partner owns. Terms added by the court may not be what any partner intended. To prevent the addition of unwanted terms to an agreement, it is important that the partnership agreement cover all of the significant issues. Forming a comprehensive partnership agreement will create certainty and improve the business’s chances for success.

To minimize the risk of confusion and conflict among partners, an attorney can assist you in forming your partnership and drafting a partnership agreement. The attorney can represent the partnership itself, or all the partners, or one partner, depending on what makes the most sense. An attorney will discuss with you your relationship with your partners and assist in the creation of a written partnership agreement that addresses the specific needs of your business and partnership. A well-written partnership agreement will give a partnership a strong foundation.

Attorney Mark Egan Invited to Speak at AILA Conference

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Arizona Immigration Attorney Speaker At AILA

American Immigration Lawyer Association Asks Mark Egan To Speak

An Attorney At Gunderson, Denton And Peterson, Mark Egan Is An Expert On Immigration

Arizona Immigration AttorneyMr. Egan, attorney at Gunderson, Denton & Proffitt, is an invited speaker at the American Immigration Lawyers Association 2010 national conference in Washington, D.C., on the topics of priority date retention and recent federal legislation that ended the so-called “widow penalty” (automatic termination of benefits upon death of a U.S. citizen petititioner). He has also been invited to speak to hispanic students on the implications of Arizona’s new anti-immigration law, SB 1070.

Devon Miller, New Associate Attorney at Gunderson, Denton & Proffitt

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Devon MillerGunderson, Denton & Proffitt is pleased to have the addition of associate attorney Devon Miller. He joined the firm in March.

Devon Miller practices primarily in the areas of corporate law, real estate and estate planning, including commercial litigation, transactions, franchise and general business law.

Devon earned a B.S. in Business Management from the Marriott School of Management at Brigham Young University in 1997. He then worked for several years as a controller, accountant, and office manager utilizing his business management skills.

Devon returned to law school and earned a J.D. from the Sandra Day O’Connor College of Law at Arizona State University in 2007.

Jordan Rolfe, of Counsel at Gunderson, Denton & Proffitt

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Jordan RolfeGunderson, Denton & Proffitt is pleased to have Jordan Rolfe be of counsel to our firm.

Jordan’s practice focuses primarily on commercial litigation and commercial transactions. Jordan works with clients on a broad range of issues including employment agreements, contract review and drafting, and trade secrets. Jordan has hands on experience with lawsuits, both large and small.

Prior to coming to Gunderson, Denton & Proffitt, Jordan worked in the commercial litigation/transaction department of a prominent East Valley firm. Jordan has represented clients in a variety of litigation matters in both state and federal court. He recently assisted with a discovery-intensive federal case relating to trade secrets, misappropriation and breach of contract. Jordan has also secured favorable results for clients at the appellate level.

Jordan graduated with a B.S. in computer information technology from Utah Valley State College and received his Juris Doctorate from J. Reuben Clark Law School at BYU, where he was a senior editor of the International Law & Management Review.

Prior to attending law school, Jordan spent several years working in a successful family business. It was through this experience that Jordan developed an appreciation for the variety of legal issues businesses face. Jordan now focuses on helping businesses effectively plan for and deal with these same legal issues.