The Enterprise - Utah's Business Journal, July 16, 2012

UTAH’S BUSINESS JOURNAL www.slenterprise.com

THIS WEEK • Industry Briefs •

July 16-22, 2012

LongHorn Steakhouse Auto collision repair to enter Utah, open firm growing rapidly six to eight locations after only 19 months

Begins on page 5.

Artist's rendering of the future LongHorn locations in Utah. The Midvale unit should open before the end of the year.

Law

Begins on page 6.

Executive Lifestyle Begins page 22.

• Calendar • See page 30.

$1.50

Volume 41, Number 48

By Barbara Rattle The Enterprise

LongHorn Steakhouse, an Orlando-based restaurant chain with more than 370 locations in 35 states, will enter the Utah market before the end of the year with a location in Midvale. The 30-yearold company plans to launch six to eight eateries in the greater Salt Lake area in the next two to three years. Ogden and South Jordan locations should come on line by next spring.

Construction began July 9 for the Midvale location, at 963 E. Fort Union Blvd. That restaurant, plus the one in South Jordan, to be located at 11346 River Heights Dr., have been granted liquor licenses by the Utah Department

of Alcoholic Beverage Control.

All Utah restaurants will be 6,270 square feet and have seating for 242 patrons, said company spokesperson Erica Jaeger. All locations are company owned, and each will employ between 80 and 100 people. The restaurants will be open seven days a week; exact hours of operation will be set closer to opening.

LongHorn is best known for its grilled and never-frozen steaks. Guests can chose from six cuts — sirloin, filet, strip steak, porterhouse, ribeye and flat-iron, in addition to a variety of preparations such as bone-in ribeye and stuffed filet. All are

By Brice Wallace The Enterprise

Everest Collision Repair, an auto body shop company less than 19 months old, has opened its second location and plans to have a third in a few months.

Owner Sean Hogan said he never imagined the quick success of his company despite working at his father’s shop at age 14 and for another company for more than 19 years. After opening a 7,800 square foot shop at 1489 S. State St., Salt Lake City, Hogan brought in partners Jamie Cox and Tyler Jeffery to open a 10,500 square foot shop at 9130 Monroe Plaza Way, Sandy, a few months ago.

“Starting with $50,000 and being able to buy two buildings in this economy and being able to grow and employ 30 people, a lot of that is thanks to the public for trusting us and letting us fix their cars,” Hogan said. “We’re never too busy to take more work — that’s why we built the second shop — but we’ve done very well.”

Hogan cited several reasons for his company’s speedy

start. One is the staff of technicians that are certified through the Inter-Industry Conference on Auto Collision Repair (I-CAR) and undergo continuing education to find cutting-edge ways to repair vehicles. Among the services at the Sandy shop are dent repair, auto body repair, painting, refinishing, windshield and glass replacement, accessory installation, detailing and headlight restoration.

One element aiding the company in boosting business is online estimating. Customers can submit information and photos via the Internet. “They don’t have to leave their office or their home,” Hogan said. “They’re able to do estimates from their smartphones or online. I’ve been doing this [auto body repair] since I was 14.

I’m 43 now and very accurate at it.”

So accurate that a recent $6,000 repair estimate conducted online for a Hundai was within $200 of the final amount. “I did five estimates while I was out wakeboarding this weekend.

Executive Lifestyle see LONGHORN page 2

Lawmakers struggle with definition of 'rural'

By Brice Wallace The Enterprise

A legislative committee is wrestling with the idea of having a single definition for “rural,” with the stakes including possible inclusion or exclusion in economic development programs.

At its June meeting, the Political Subdivisions Interim Committee heard from some speakers saying it might be a good idea while others disagreed and a few wondered if a standard definition would solve any problems.

At issue is the plethora of definitions for “rural” in state and federal statutes, administrative rules and programs. For example, legislative attorney Victoria Ashby said, many state entities can decide the meaning of the word when it comes to appointments to their boards, commissions and committees that are, by law, required to have members from rural areas of Utah.

The definitions become troublesome when boards or programs

include or exclude certain counties or areas. “Part of Box Elder County could maybe be considered urban and part of it could be considered rural,” said legislative policy analyst Joseph Wade, who suggested that in that example “we need a smaller geography.”

The U.S. Census uses “urbanized” to describe densely populated areas with 50,000 or more people and “urban cluster” for places with 2,500 to 50,000 people. The remaining areas are rural. Using those definitions, 91 percent of Utah’s population is in an urban area, despite living in only about 1 percent of the land area, he said, and 9 percent of the population is in rural areas.

One program that could be affected by a standard definition is Utah’s Rural Fast-Track Program.

It is designed to help grow existing small businesses in rural Utah. It defines “rural Utah” as counties with a population of less

see RURAL page 4

see EVEREST page 2

Medical device firm to start commercialization process

“We are actually glad to

By Barbara Rattle move out because we’re entering The Enterprise

An emerging Salt Lake area the commercial phase,” Khandkar medical device company is pre- said.

BLOXR has developed a paring to move to a much larger ceramic material that location as it begins to roll reduces health care pracout products designed to titioners’ occupational protect health care pracexposure to radiation titioners from the dan— without the use of gerous effects of medical lead. Protective apparel radiation. products made from the

BLOXR, headed by patent-pending material, Ashok Khandkar, who with equivalent protecholds a Ph.D. in matetion to lead but about rials science, will move by mid-August to nearly Khandkar half the weight, have been cleared by the U.S. 11,000 square feet at 960 Levoy Dr. in Taylorsville. The firm Food & Drug Administration and is now located in BioInnovations will be deployed in products such Gateway, a hybrid business incu- as aprons, gloves and thyroid bator at 2500 S. State St., South shields.

Khandkar said clinicians Salt Lake. Supported by USTAR, BioInnovations Gateway allows — particularly those performits tenants to engage only in ing angioplasty, angiography and development activities, not comsee BLOXR page 2 mercialization.

2

July 16-22, 2012

The Enterprise

EVEREST from page 1

Those cars are now here getting repaired,” he said last week.

Hogan said his company has found ways to help customers who are unable to come up with their deductible for repairs. “We help people with $200 toward their deductible,” he said. “What we ask in return is a donation — some clothes or some food — for the food bank or homeless shelter, and we donate that. We’ve been able to do some large contributions to help out a lot of people both ways: financially with people who can’t pay their whole deductible and by helping the community."

The company also has donated to the University of Utah and completed free repairs on vans

THE ENTERPRISE [USPS 891-300] Published weekly by Enterprise Newspaper Group Inc. 825 N. 300 W., Suite C309, Salt Lake City, UT 84103 Telephone: (801) 533-0556 Fax: (801) 533-0684 Website: www.slenterprise.com.

For advertising inquiries, e-mail david@slenterprise.com. To contact the newsroom, e-mail barbara@slenterprise.com.

Subscriptions are $55 per year for online only, $65 per year for print only and $75 per year for both the print and online versions, or $1.50 per copy. Opinions expressed by columnists are not necessarily the opinion or policy of The Enterprise Copyright 2012 Enterprise Newspaper Group Inc. All rights reserved Periodicals postage paid at Salt Lake City, UT 84199.

POSTMASTER: Send address corrections to P.O. Box 11778, Downtown Station Salt Lake City, UT 84147

owned by non-profit organizations. “It’s all about being part of the community,” he said.

Likewise, Everest recycles its waste, cardboard and sheet metal, uses filtration and has other equipment to alleviate air pollution. “A lot of places say ‘thinking green’ is using water-based paint.

If you use filtration, you’re farther ahead. We can make all the [paint] thinner we want, but we can’t make any more water. Mixing water and paint just doesn’t seem like a good idea to me. I don’t think that’s any greener.”

Hogan said he wondered initially how his shop would get enough work. But advertising and online reviews have paid off. First with ads on radio station X96, later with customers’ Internet reviews and then with television ads, “we’ve kind of become the little shop that could,” he said.

“We started out with no real intentions to get big. Now, from making some choices in advertisement and reaching out to the public and doing the best we can on what do, we’ve done really well.”

So well that in six to eight months, he expects to have a third shop. Tooele, Davis County and Park City are potential locations.

If and when more shops open, Hogan said he will continue to use a basic approach to making money. “Instead of taking a lot from people who come through your door, if you just take a little bit from everyone and not be greedy and really try to help people and become part of the community, you’ll grow and thrive. It’s unbelievable. Be hon-

est. If you don’t lie, cheat or steal, and you treat people like family, it makes a huge difference. You’ll never win if you try to cut a corner.”

Everest Collision Repair acquired the Sandy location and opened the shop there about four months ago. Spencer Knight, owner and principal broker at Knight Realty Co. of Salt Lake City, handled both sides of that transaction.

LONGHORN from page 1

finished with a signature lemon butter. The restaurant also serves fish and chicken entrees and baby-back ribs. Dinner prices range from $11-$24 and the lunch menu runs $7-$14.

“We are expanding into a number of markets in the western half of the United States,” Jaeger said in an e-mail. “For example, we recently opened three restaurants in Omaha, Neb., locations in Austin and Houston, Texas, and are now opening restaurants the Salt Lake City and Phoenix markets. We identified Salt Lake City as a market with long-term growth potential. It’s a dynamic, growing community with lots of families.”

The Ogden location will be at 3647 Wall Ave. LongHorn Steakhouse is owned by Darden Restaurants Inc., the No. 1 casual dining operator in terms of revenue. Darden also owns Red Lobster, Olive Garden, The Capital Grille, Bahama Breeze and Seasons 52.

BLOXR from page 1

diagnostic X-rays — have seen their exposure to radiation grow by about 600 percent in the last 20 years.

“All for very good reasons,” he said. “But the downside of this is that clinicians particularly are exposed to it at a far greater rate.

The way they have traditionally taken care of this is to use about a 45-year-old kind of technology in the form of lead, which attenuates radiation, but the problem is it is a toxic material, it degrades with time and it weighs a ton. What we’ve found by independently published clinical papers is that clinicians often, especially interventional clinicians — the type that do angioplasty and angiography on a daily basis — in about 15 years of practice, 50 percent of them are clinically diagnosed with skeletal injuries, spine injuries, and a third of them have workers’ compensation-related claims related to occupational injury. They’re wearing somewhere between 15 and 20 pounds of lead eight to 10 hours a day for as long as they continue to practice. It’s a burden, to say the least, in both a metaphorical and a real sense. There is a great deal of interest in developing an alternative.”

BLOXR has developed another product — it awaits FDA approval — that consists of an industry-first radiation attenuating hand cream. Using the same benign ceramic material as that used in the protective apparel, it

Designed, Manufactured and Installed by

is just as effective as lead but is nontoxic, environmentally friendly and “very bio-compatible,” Khandkar said. “You can apply it, be protected, and not worry about tactile impairment” — something that often occurs due to the thickness of lead gloves.

Khandkar said some manufacturing of key materials will take place at the new location, but most will be performed by selected vendors BLOXR has developed over the last 15 months. Here in Utah, BLOXR will maintain sales, marketing, training, education, regulatory and quality assurance functions. Khandkar said BLOXR is growing rapidly and should have 20 employees by the end of this year, 25 by the close of 2013.

“I think we’re very pleased with where we are at the moment,” said Khandkar, who founded Amedica Corp., which makes spinal and reconstructive implants.

BLOXR leased its new location with the assistance of Chris Kirk, Paul Skene and Todd McLachlan of Commerce Real Estate Solutions.

Goal Zero names Atkin as its new CEO

Goal Zero, a Bluffdale-based innovator of portable solar power systems, has promoted Joe Atkin to CEO.

Atkin previously served as president of the company and replaces founder Robert Workman, who will be taking on a new role as co-chairman of the board and chief creative officer over product development.

Prior to working for Goal Zero, Atkin was a senior manager at Sorenson Capital, a private equity firm based in Lehi. Atkin was first introduced to Goal Zero through his work with Sorenson Capital, which is a significant shareholder of the company.

Goal Zero products feature full solar energy systems — solar panels, portable rechargers and accessories — each designed to work in concert with one another.

SUGAR HOUSE OFFICE SPACE 2257 South 1100 East Salt Lake City, UT 84106 Sugar House $16 / RSF / Year 500-12,000 Sq. Ft. Available

Allied Electric Sign & Awning Co.

Call 801-486-8157 or email gary@garyayork.com for property information and features.

Secure prime office space now as Sugar House looks forward to light rail and major developments in the near future.

3

The Enterprise

July 16-22, 2012

E-commerce firm closes on $10.5 million

Needle Inc., a Bluffdalebased e-commerce company, has closed a $10.5 million series B funding round co-led by Shasta Ventures and Rembrandt Venture Partners. This most recent round of funding will be used to accelerate the adoption of the company’s social selling and expand half pg ver.platform digest 2.0625x6.875 its pool of brand experts for its

GET OUT OF LINE

Now you don’t have to wait in line for government services and information because now the government is officially online at FirstGov.gov. Print out tax and Social Security forms you used to wait in line for, and more. FirstGov.gov.

Lose the wait.

FirstGov.gov The official web portal of the Federal Government For government information by phone, call 1-800-FED-INFO (that’s 1-800-333-4636).

U.S. General Services Administration

e-commerce clients.

Needle provides e-commerce companies the ability to link certified product experts and fans of the brand with customers shopping the site to provide guided shopping assistance via chat, video or voice. The experts and fans that Needle identifies and certifies use 3/4/ Needle’s Guided Shopping platform – a Web-based communications platform that was architected from the ground up to provide e-commerce shoppers with an instore shopping experience online.

“Needlers,” as they are called, can access the platform anywhere they have an Internet connection, and customers connect with these fans and experts by clicking a banner or invitation on the e-commerce partner’s site.

Needle’s existing clients that utilize this model see dramatic improvements to site performance, in many cases doubling their ROI through increased sales conversion rates, better customer retention and improved Net Promoter Scores (NPS), a measurement of customer loyalty. Needle’s clients each have NPS scores higher than 72 percent, compared to an industry average of 47 percent.

“Companies that continue to use antiquated text-based chat to provide customer experience are going to fall far behind in the e-commerce world,” said

Morgan Lynch, founder and CEO of Needle. “Today’s buyer expects authenticity and expertise, and passing them off to a person in a contact center who has no genuine experience with the company’s products and is using canned answers is the antithesis of that.”

Jim Barnett, a partner at Shasta Ventures, and Douglas Schrier, a partner at Rembrandt Venture Partners, will both join Needle’s board of directors. Prior to joining Shasta, Barnett was the chairman, CEO and co-founder of Turn, a platform for managing data-driven digital advertising. Before that he was president of Overture Search, a division of Overture Services Inc. Barnett joined Overture via its acquisition of AltaVista Company, where he was president and CEO. Schrier is an investment and private equity veteran with over 20 years of experience funding, managing and developing technology companies.

He has invested approximately $140 million into 22 startups over the past 15 years with 14 realizations.

Prior to this round, Needle raised a series A round of $2 million. This marks the second time Shasta Ventures has invested in a company founded by Lynch, having previously backed his startup company Logoworks, which was acquired by HP in 2007.

State to implement pilot program to boost technology in schools

State officials are moving quickly to put in place a pilot program designed to boost technology in schools as a way to improve economic and workforce development.

Winston Wilkinson, in charge of government relations and special projects at the Governor’s Office of Economic Development, told the GOED board last week that a vendor could be selected soon for the Smart School program called for in SB248, passed during this year’s legislative general session.

So far, four vendors have applied and the process is in the GOED Incentives Committee.

GOED ultimately will select one provider and award up to $3 million for the three-year pilot project. The funds would come from the state Industrial Assistance Fund, which GOED oversees.

Sponsored by Sen. Jerry Stevenson, R-Layton, SB348 says the Smart School Technology Program will “encourage the deployment of a whole-school technology plan in public schools.”

The tech plan may include a mobile learning device or digital textbook for each student; desktop or laptop computers for classrooms; peripherals and networking equipment, including a wireless network;

Internet filtering; operating software for the technology system, including software that connects digital learning devices among students and a teacher to facilitate classroom interaction; and professional development for educators and technology specialists.

The state Board of Education will select participating schools.

The bill calls for the board to seek students in the program from different parts of the state, from both urban and rural areas, and with different economic and demographic characteristics.

“The challenge is they want to start this for the upcoming school year,” Wilkinson told the GOED board. “Right now, in conjunction with what we’re doing, the state school board is actually looking at schools that are going to be involved in the pilot project.

I understand they have 15 schools.

They had about 50 to apply.”

Obtaining a diverse population of students is “going to be a challenge,” he said, “so that’s why we’re going to need to, at some point, get this vendor in place so we can get the contract [signed] with the vendor and we can move forward to hopefully meet that deadline to have this in place by the time school starts.”

Options, options, options!

SBA money to loan.

Let our team find the right SBA loan to fit your business needs.

– SBA 7(a) – SBA Express-Term Loans & Lines of Credit – SBA 504 loans – Purchase machinery and equipment – Finance owner occupied real estate – Fund a business acquisition or expansion – Augment working capital – Many other types of business lending

Call Kent DeHart or Scott Snow at 801-478-2300, or visit a First Utah Bank office near you.

www.firstutahbank.com/sba

4

RURAL from page 1

than 30,000 and average household income of less than $60,000.

Sixteen counties are rural under that definition, although Box Elder County is not.

Lincoln Shurtz, director of legislative affairs for the Utah League of Cities and Towns, said definitions typically are established in four main sections of state code and federal mandates and requirements: economic development, rural health care, taxation and transportation. He said that perhaps a definition for each of those categories could be established rather than having one “across the whole regulatory spectrum.”

At the very least, any definition needs to be “more nuanced” than simply on a countywide basis, he said.

“We do have several communities that are in what are currently defined as urban counties that clearly do not see themselves as urban settings, especially in Utah County and the upper end of Weber County, where I think there would be some availability of funds for economic development purposes and other resources made available if they weren’t combined in that ‘urban’ definition,” Shurtz said.

Beverly Evans, director of

The Enterprise the Office of Rural Development, part of the Governor’s Office of Economic Development, said “urban” and “rural” are “multidimensional concepts” and that state government definitions are program-driven.

“The first issue we need to ask ourselves is, what are we trying to solve? What is the real issue?” Evans asked. “There are a number of definitions of ‘rural’ in the Utah statute which you have identified. Are we looking to replace all of them? It is impossible to predict the outcome because there are so many variables in the definition of ‘rural.’ There could be many unintended consequences by uniform definition that we’re not even aware of. The uniform definition will always be a moving target because of the rapidly changing demographics of our state. … Rather than impact all programs with a ‘rural’ definition, I feel we need to focus on the concerns about access to specific funds.”

Geoffrey Landward, general counsel and legislative liaison for the Utah Department of Workforce Services, suggested a standard definition would be beneficial, but also acknowledged that his office encountered difficulty when it considered having different job-search requirements for rural Utahns receiving unemployment insurance benefits.

“One of the complaints that

we get from people who are receiving those benefits, when they live in rural areas, the ability the find four new job contacts per week is significantly harder than those who are living in urban areas,” Landward said. However, distinguishing “rural” based on population density or geography became “difficult, so we dropped the idea rather than try to figure it out.”

Adam Trupp, general counsel at the Utah Association of Counties, suggested that the state might be better off leaving things as they are. “What we’re running into are a lot of concerns about where you draw the line, and I think undrawing the line becomes a real problem for people. … The more we try to undraw these lines, the more unintended consequences we’re going to have, and I’m not certain that we get a lot of benefit in problem-solving or solving any problems for people out there in the rural areas of the state or in the urbanized areas.”

Senate Majority Leader Scott Jenkins, R-Plain City, said some people talk about “rural areas along the Wasatch Front. And I thought, OK, let’s define the Wasatch Front. I mean, how far north and how far south does that go? … It really appears to me that it’s probably best, that you’re almost better off, to leave this alone because everybody defines this category on their own.”

July 16-22, 2012

New grill and bar to launch next month in Millcreek area

Millcreek Grill & Bar is slated to open in about a month at 2020 E. 3300 S., Salt Lake City.

Michael LePrey, who once owned the popular but nowdefunct D.B Cooper’s club and bar in downtown Salt Lake, said he will manage the eatery for a group of investors. He has been in the industry for nearly 30 years.

Millcreek Grill & Bar will occupy about 3,000 square feet and will have an outdoor patio facing 3300 South.

“Millcreek will be a place that embraces the community of Millcreek as it pertains to food and drink, and we’ll have live acoustic music of Thursdays, Fridays and Saturdays,” he said. “We’ll serve comfort foods and a vast variety of different types of wines and C E L E B R A T E

t h e

P A S T

by GIVING in the

PRESENT t o

P RO M OT E

beers and drinks and specials — similar to Squatters, Red Rock, Fiddlers Elbow, Porcupine. It will be moderately priced.”

There will be half-price appetizers from 5-6 and 9-10 p.m., and brunch will be served on the weekends.

The decision to launch the enterprise was serendipitous, as the bar did not have to wait for a full liquor license; legislators recently increased the legal limit on such licenses by 90.

“We kind of got lucky,” LePrey said. We happened to be in the right place at the right time.”

Between 20 and 30 employees will be hired to operate the bar and grill, which will be promoted via newspaper and radio ads, LePrey said.

An American Heart Association Memorial gift lets you honor your loved one and gives hope to others.

For more information please call 1-800-AHA-USA-1 or visit us online at americanheart.org

o u r

FUTURE 4.625x2.5 All ads are one color only (preferably black) Black border does print

AGRIBUSINESS • The Millcreek Community

Market kicks off its 2012 season July 26, from 4 p.m. to 8 p.m. It will be held at the Historic Baldwin Radio Factory (3474 S. 2300 E.), Salt Lake City, a former radio headset factory built in the early 1900s that’s been transformed into art studios. The market will run every Thursday through Oct. 4 and is free. The market features products and crafts from a wide variety of farmers, gardeners, food vendors and artists, along with live music and interactive demonstrations.

ARTS/ENTERTAINMENT

• Open Air Cinema, a Lindon-based provider of outdoor cinema equipment, has launched OutdoorMovie.com, a new free, national service to help consumers find outdoor movie listings, show times and locations across the country. The homepage of OutdoorMovie.com has a map of the United States. To find an event, visitors click on a state to see a list of movies under the stars, which they can share with friends through Facebook, Twitter and other social media. To list an event for free in the national database, visit http://www.outdoormovie. com/content/submit-your-events.

BANKING • Mountain America Credit

Union has joined the Ken Garff Automotive Group as cotitle sponsor of the Success in Education Foundation’s “Keys to Success” program, which recognizes Utah high school students for improving academically or setting and reaching goals with their teachers. Recognized students receive Key Cards, which can be

5

The Enterprise

July 16-22, 2012

• Industry Briefs • redeemed online for a variety of prizes, including the chance to win one of five new cars during a KUTV News broadcast.

COMMUNICATIONS

• Spring Mobile, a Utahbased retailer of AT&T wireless phones, recently opened its first retail locations in Minnesota and Iowa, marking the company’s entrance into the Minneapolis market. Spring Mobile is now be operating in nine states, with the new locations in Minnesota and Iowa. The new stores make 79 retail locations across the country.

• Verizon Wireless is bringing its 4G Long Term Evolution (LTE) network to Cedar City and Logan while also expanding coverage in Provo and Salt Lake City in the coming weeks. Coverage includes: Cedar City – The town of Cedar City and along I-15 north to N. Minersville Hwy; Logan – The city of Logan including the Utah State University campus. Service will extend north to Logan-Cache airport and south to the intersection of US 89 and West 3200 South, including the community of Providence; Provo – An extension south to include the communities of Santaquin and Nephi; Salt Lake City – An extension north to the intersection of US 91 and I-15, including Brigham City. Service also will extend east to include Park City and Summit Park.

COMPUTERS/ SOFTWARE

• XMission, a Salt Lake City Internet services provider, now offers 1 Gigabit-per-second (Gbps) connections to residential UTOPIA customers across the Wasatch Front. Qualified customers can purchase the connection

Rio Tinto Services, Inc has an opening for a Principal Cost Engineer position in South Jordan, UT. Reporting to the Project Controls Manager, Project Services Group, develop cost control guidelines for Copper Group projects and implement a cost controls framework utilizing earned value (EVM) theory and techniques for cost analysis, maintenance and cost management. Employer will accept Bachelor’s degree in Engineering, Construction Management, or a related field followed by ten years of progressive, post-baccalaureate work experience in job offered or ten years of progressive, post-baccalaureate work experience in a cost or construction management-related occupation. Employer will accept education evaluation prepared by a qualified credential evaluation service.

Experience must include: 1) cost control of large scale projects ($10 B plus) including planning, scheduling and reporting; 2) Prism Project Manager (PPM) software implementation, maintenance and training; 3) transferring project estimates to Prism Estimate module; 4) project execution and understanding of key success factors from commissioning to handover (including Owner’s perspective); and 5) MS Office suite of software applications (Excel and MS Access). Some travel may be required to work on projects at various, unanticipated sites throughout the United States and globally. Apply online at http://www.riotinto.com/careers/ > Search and apply > Search and apply for current vacancies > Search for Job Number SAL001CF > Click Apply Online. Rio Tinto supports workforce diversity.

for $299 per month. XMission is one of only two UTOPIA providers selected to provide 1 Gigabit service. According to UTOPIA, residents who qualify for this service join a very small number of communities nationwide who have access to Gigabit residential service, including Chattanooga and Morristown, Tenn., Lafayette, La., and Sebastopol, Calif. UTOPIA cities with active footprints include Murray, Midvale, West Valley City, Orem, Lindon, Payson, Perry, Brigham City, Tremonton, Centerville and Layton.

CONSTRUCTION • Scott Morrison has

been named director of finance for Staker Parson Cos. and Oldcastle Materials Mountain West Division, which includes business operations in Wyoming,

Everything for the Contractors We rent the best 4343 Century Drive Salt Lake City, UT 84123 801- 262-5761 www.centuryeq.com

Idaho, Nevada, New Mexico, Colorado, Arizona, Montana and Utah. Morrison joins Oldcastle Materials from Boart Longyear, where he worked as the financial manager for the North America Minerals and Energy Drilling Services Division. Morrison will be based out of Oldcastle Materials Mountain West Division headquarters in Ogden.

• Jackson & LeRoy Remodeling, Holladay, has been awarded the Chrysalis Award for the best Whole House Remodel $500,000 to $1 million category in the western division.The Chrysalis GSBS_Enterprise_4x4.pdf Awards program, begun in 1994,1 recognizes the nation’s best work

in 16 general categories of residential and commercial remodeling. The Chrysalis Awards are open to any professional remodeler and design professional in the United States.

ECONOMIC INDICATORS

• Utah scored in the top 10 in six of 10 categories to take the No. 2 spot in CNBC’s annual Top States for Business study. Since its inception six years ago, Utah has been a perennial contender in the CNBC study. The Beehive State has never placed lower than

8/4/11

5:14 PM

continued on page 27

We know your needs are a little more complicated.

Vision plus imagination is the recipe for greatness. No single design or building fits everyone’s needs—nor do the preconceived ideas of an architect. So we facilitate. We open a dialogue to help understand and accomplish your expectation in the most functional, sustainable and aesthetic way possible. Give GSBS Architects a closer look. Together, we’ll figure out exactly what you need, and then we’ll make it happen from scratch.

801.521.8600 www.gsbsarchitects.com

Law

pages 6-18

Getting the jump on the JOBS Act

On April 5, President Obama signed the Jumpstart Our Business Startups (JOBS) Act. The stated objective of the act is “reopening American capital markets to emerging growth companies.” The act is intended to facilitate job creation by increasing access to capital for early-stage businesses. To do so, the drafters of the act attempted to reduce the regulatory burdens for early-stage businesses seeking to raise capital by modifying existing regulations Brian that have historically limited the efforts of those businesses to raise investment capital.

By loosening restrictions on capital raising that have been in place for decades, permitting a new capital-raising process known as “crowdfunding,” and modifying certain features of the securities registration process, the act could potentially have a dramatic impact on the ability for early-stage companies to obtain capital financing.

The act’s objectives are especially important in Utah, where the Lloyd entrepreneurial spirit that drives so much of our economy is often see JOBS page 12

Safeguarding your business' trade secrets

One of the consequences of being in a state that has an extremely well educated population combined with a strong entrepreneurial spirit is that new opportunities frequently attract talented employees away from their current positions. Employees moving from one company to another or choosing to strike out on their own and start up their own venture creates a ripe atmosphere for trade secret violations. Because such violations can have a devastating impact on the departed company and create unfair competition, the Utah legislature has enacted the Uniform Trade Secrets Act.

This act not only helps define the

vague concept of a “trade secret,” it provides victims of trade secret theft a mechanism to reap justice on the offender. Specifically, successful plaintiffs in a trade secret action may be entitled to (1) injunctive relief, barring the offending parties from Michael Gehret using the stolen trade secret; (2) a judgment requiring the offenders to compensate the plaintiff for the damages caused by the theft; (3) an award of exemplary damages; and (4) attorney’s fees.

These consequences should serve as a strong deterrent to any employ- Eric Nielsen ee stealing trade secrets from their former employer. However, all too frequently, employees are either ignorant of the consequences or believe that the reward outweighs the risks. In such circumstances, the victim of the trade secret theft will likely be forced to bring a lawsuit against the offending parties.

To prevail on a trade secret claim, a plaintiff must first establish that the information is indeed a trade secret. To do this, the plaintiff will need to show that the information: “(a) derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by property means by, other persons who can obtain economic value from its disclosure or use; and (b) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.”

Simply put, a trade secret is valuable information that is not known to the public and which the plaintiff has taken measure to keep secret.

Once the plaintiff has shown that the information in question is a trade secret, it must establish that there was an actual misappropriation. This occurs where the trade secret is acquired by improper means, including theft, bribery, fraud or electronic espionage. It also occurs through the disclosure or use of a trade secret that was acquired by improper means. Accordingly, not only can the disclosing party be found liable for trade secret theft, the party acquiring or using the trade secret may also be liable.

Depending on the circumstances, the victim of trade secret misappropriation should strongly consider seeking injunctive relief. Under Utah’s Uniform Trade Secrets Act, actual or threatened misappropriation may be enjoined. In such circumstances, a victim of trade secret theft may choose to commence the action with a complaint and an application for temporary restraining order, wherein it seeks to prevent disclosure see SAFEGUARD page 18

FOCUS - LAW

July 16-22, 2012

7

Questions about RDAs often asked by local developers

The life of a city sees many cycles the tax increment will again be available to and changes, at times resulting in distressed the local taxing entities. During the life of buildings and areas. Redevelopment agen- the project area, the taxing entities continue cies (RDAs) may be used by local gov- to receive the same property taxes received ernments to eliminate blight in such areas prior to the establishment of the project and implement the development goals of area, along with any share of the increment they may have negotiated with a community. RDAs invest in core the RDA. infrastructure, facilitate redevelopDJ Baxter, executive director ment of underutilized property, and of the Redevelopment Agency of provide incentives for private investSalt Lake City, responds below to ment. RDAs work in specific neighquestions concerning RDAs that borhoods, labeled “project areas,” are often asked by local developto spur additional growth, allowing ers. blighted areas to be reestablished • Is the Redevelopment Agency as economically productive cenof Salt Lake City the only RDA in ters for business and social activity. Improved redevelopment project Diane Banks Salt Lake County?

• No. While our agency is one areas contribute to the overall health and vitality of the city by reversing the of the largest RDAs in the state, there are negative effects of blight while increasing many others, including agencies within the tax base from which the taxing entities most of Salt Lake County’s incorporated municipalities and in Salt Lake County draw their funds.

The financial engine that drives an itself. A list of RDAs that belong to the Utah RDA’s urban renewal efforts is tax increment Redevelopment Association (most — but financing. Tax increment is the increase (or not all — RDAs in the state are members) is “increment”) in the property taxes gener- available at www.utahredevelopment.org. ated within a project area over and above • How does an RDA facilitate private property taxes generated in that same proj- investment and redevelopment?

• The RDA of SLC offers several tools; ect area prior to the time the project area was established. Establishment of a project these include financial assistance (such as area must be approved by the RDA board of low-interest construction and renovation directors and the local taxing entities, which loans) to property owners in designated typically include the city, school district, project areas, as well as tax increment reimlibrary, water district and the county. The bursements for certain types of projects. It tax increment generated in a project area also may acquire property and resell it at is reinvested in that same project area, thus discounted rates to accomplish particular recycling the funds for a specified period RDA objectives.

• What are some of the criteria that the of time, usually 20 to 25 years, after which

RDA uses to evaluate a project?

• In almost all cases, a project must be geographically located within an RDA’s designated project area in order to receive RDA support. Further, RDA-supported projects must meet the specific goals set for that project area. For a property owner seeking financial assistance, the RDA requires some level of financial participation from the owner and similar documentation to that used by a commercial lender. The terms of RDA loan programs may, however, be more flexible than those of a commercial lender, or the RDA may choose not to participate if the project can proceed without RDA assistance. For a project involving RDA-owned property, an RDA will use a competitive public process to select the developer that best responds to the RDA’s specific needs for that property.

• What are some of the ways the RDA resources can be used as a development tool?

• The RDA provides lending options that might not otherwise be available. For example, when a developer is unable to fully fund a project using traditional lending sources, the RDA can fill that gap and get the project off the ground by lending funds that are earmarked for that specific project area. An RDA can also participate in funding public infrastructure that will facilitate private development in the project area.

• How can a developer get more information about upcoming RDA projects?

• RDAs are required by law to publicly advertise RFPs related to the development of RDA-owned property. The Redevelopment

Agency of Salt Lake City promotes projects and available programs through its website, www.slcrda.com, and through BidSync. com. Meeting agendas and minutes are also posted online at www.slcrda.com and through the state of Utah’s public meeting notice site, www.pmn.utah.gov.

• How can a developer initiate a project in an RDA project area?

• Developers may contact the RDA to discuss a proposed development within a project area, and what programs may be applicable.

Diane Banks is a shareholder at Fabian and has practiced law for over 20 years, focusing on real estate transactions and development. She is experienced in documenting and negotiating routine transactions like sales, acquisitions, financing and leasing.

She also enjoys and is experienced with the negotiation and documentation of more unusual real estate deal structures and matters. Banks can be reached at dbanks@ fabianlaw.com or (801) 531-8900.

Stoel Rives LLP: Dedicated to Clients No Matter the Hour In-house counsel rated Stoel Rives among the nation’s 30 best law firms for outstanding client service, in a 2009 survey conducted

by The BTI Consulting Group.

Full-Service Capabilities …

• Business Litigation • Business Finance • Corporate and Securities • Employee Benefits • Energy • Environmental

• Estate Planning and Administration • Labor and Employment • Mergers and Acquisitions • Natural Resources • Patents and Trademarks • Real Estate

… Provided by Experienced Salt Lake City Attorneys Dedicated to Client Success.

(801) 328-3131 www.stoel.com

Utah

Alaska

California

Idaho

Minnesota

Oregon

Wa s h i n g t o n

FOCUS - LAW

8

Smart businesses are wattsmart.

© 2012 Rocky Mountain Power

USING ENERGY WISELY IS SMART BUSINESS. You’ll save money and improve your bottom line. With our energy-saving programs, your business can make high-efficiency upgrades to everything from HVAC systems and industrial processes to the lights above your head. Plus, we offer technical expertise and cash incentives to help you offset the costs.

That’s being wattsmart in business. To learn more, visit wattsmart.com.

July 16-22, 2012

July 16-22, 2012

The unique legal issues of women: how to be prepared

FOCUS - LAW

Men and women face many of the ing for a victim!) same legal problems, but there are unique • Sweepstakes and prizes where you areas in which women may be particularly have to pay for something in order to claim prone to difficulties. There are approaches the prize. This is illegal and can lead to victhat work well for many women, and being timization. prepared is paramount. Although some sur- • Phony business opportunities, such prises may be inevitable, with information as ads that claim you can get rich while and planning, you can be ready to deal with working from home. Check with the Better many matters which might otherBusiness Bureau (BBB), research wise catch you off guard. whether the company has been in

Preparing ahead of time is trouble, and do not sign anything key to successfully facing legal or provide any form of payment challenges with minimal stress. without an outside opinion.

• Phone solicitations that promAssembling a compassionate and ise something that sounds too good competent team of advisors who to be true, or that sound like they help you feel safe and with whom are solicitations for charity. If you you can form solid relationships is Marianne feel inclined to make a contribuequally as important. One member Sorensen tion, obtain materials in writing of this team should be a trusted legal before parting with your money. advisor; the team might also include • Unsolicited reverse mortgage offers. a financial consultant and an accountant. It is important to establish relationships with • “Free lunch” financial seminars. an attorney and other advisors before the These typically involve high-pressure sales need for their services arises. tactics.

Three of the most likely categories for • Living trust kits and seminars. These which you will need strategies are: may promote products that are not right for

• Practicing preventive law — being a you. savvy consumer and wise woman; having a • Never sign legal documents before mindset that says, “Don’t mess with ME.” your lawyer reviews them.

• Dealing with changes in marital staDivorce tus, particularly divorce.

Prior to filing for divorce:

• Health care decisions and estate • Save up liquid funds. There are many reasons why you could need cash planning. leading up to and during your divorce. You Preventive Law

Conduct Research: The best prepa- will need to save money in order to hire a ration is to be informed. Conduct online lawyer and pay litigation expenses. Also, research about health care and other con- you may have living expenses that you need sumer issues, and stay up-to-date on news to pay in the event that you and your spouse regarding popular scams being perpetrated end up needing to separate. on the unsuspecting.

• Retain a good divorce lawyer.

Privacy and Security: Guard against There is a lot at stake in a divorce case. If identify theft by keeping your personal you are considering divorce, hire a good records secure. Use caller ID and do not divorce lawyer, a professional trained to answer calls from unfamiliar numbers; understand the process, know the obstacles place your phone number on the Do Not and guide you as smoothly as possible Call Register; just say “no” to door to through the divorce process. door solicitors; and don’t open suspicious • Open individual accounts for save-mails. Make photocopies of your current ings, checking, and credit. credit cards and keep them on file, along • Evaluate joint bank accounts. Be with information on how to report lost or aware of the fact that if all of your money is stolen cards. in joint account, your spouse might simply

Consumer Transactions: Maintain take it all, leaving you with no cash. This good records of your transactions; read the can be a real problem because even if you fine print; get all promises in writing. Do have a lot of assets, they will not be in liqnot be afraid to investigate the credentials uid form. You may wish to take some or all of anyone unfamiliar. of the money in the bank account and put

Dealing with Family Members. One it in a separate bank account for yourself, of the biggest mistakes women make is to depending on your personal situation and loan money to family and friends. Loaning the likelihood that your spouse will empty money to relatives, whether by giving them the account. However, normally taking all cash or co-signing a loan, is risky business. the money in the bank account will not be Sometimes it’s best to simply muster up the to your advantage, as it immediately escacourage to say “no” rather than risk serious lates the conflict and stress of divorce. It damage to the relationship. also will not likely be well received by the

Use Small Claims Court: This is one divorce judge. The main point is to consider of the most effective things you can do to the issue carefully and to consult with your resolve a debt. In Utah, the small claims lawyer about it. If you do take money from courts can hear claims for up to $10,000. a joint account, maintain careful records of The process is much simpler, faster and less your use of the funds. expensive than in District Court. You can • Evaluate joint credit cards, lines prepare and file the forms yourself; they are of credit and other liabilities: If a divorce available online at utahcourts.gov. is imminent you do not want to be liable

Learn to Spot Common Scams: on any accounts on which your spouse

• Investment fraud (close friends and see WOMEN page 13 relatives, as well as strangers, may be look-

5” x 13.5” Black and White Ad

Skilled attorneys.

Creative solutions.

Let us know how we can help with your legal business needs.

AREAS OF PRACTICE Bankruptcy Business & Corporate Complex Litigation Employment Energy & Utilities Environment & Natural Resources Real Property Tax & Estate Planning

(801) 531-8900

215 South State Street, Suite 1200 Salt Lake City, UT 84111-2323

www.fabianlaw.com Proof 1

9

10

FOCUS - LAW

July 16-22, 2012

Keep it legal: three mistakes to avoid in your advertisements

All-night brainstorming sessions; focus through use of the mark in commerce. The group studies; last-minute decisions to add, trademark owner can register the trademark then remove, and then add again a period at with the state or federal government (fedthe end of a word. A lot of time and effort eral registration being the most common), which confers certain rights to go into your company’s advertisethe trademark owner, such as ments, but while you are considering additional remedies for infringeeverything down to the kerning of the ment. Trademarks should be text, don’t forget to consider the legal properly marked to let consumers regulations of your advertisement. and competitors know that the This article provides an overview of owner is using the mark to distinthree common legal problems related guish and identify the source of to advertising that businesses should take care to avoid failing to identify David Pacheco the products or services. The ® symbol is reserved for use with and protect your intellectual property, federally registered trademarks. infringing someone else’s intellectual property and using false or misleading Unregistered trademarks should use TM (or SM for “service mark” for marks used in advertisements.

1. Failing to identify and/or protect connection with services). your intellectual property. Intellectual Before launching a new brand or logo, property refers to patents, trademarks, make sure no one else can claim prior rights copyrights and other intangible rights to the mark by conducting a clearance such as trade secrets and publicity rights. search. Many companies have learned a Intellectual property is at the core of adver- tough lesson by investing considerable time tising; businesses use advertisements to and money into a new brand only to abanincrease goodwill with consumers, bol- don the brand and start from scratch after ster brand recognition and showcase their losing a fight with someone who had prior innovative products and services. Before rights to the same or similar mark. publishing an advertisement, you should b. Patents. A patent protects certain ensure that any intellectual property used or types of innovations by granting the holder referenced in the advertisement is properly the right to exclude others from making, protected and marked. using or selling the innovation described a. Trademarks. Trademarks can be in the patent, thereby giving the holder a any word, name, symbol or device, or legal monopoly on the innovation. Patents any combination thereof, used to distin- are granted for useful innovations that are guish and identify the source of goods or novel and non-obvious. In some instances, services. Examples of trademarks include inventors can lose their right to patent an brand names, logos, slogans, trade dress innovation by disclosing it to the public and nontraditional marks like sounds, colors prior to seeking patent protection. Prior to and smells. Trademark rights are created advertising a product or business method

that may incorporate a patentable innovation, you should consult with a patent attorney to ensure the patentable material is properly protected.

c. Copyrights. A copyright is a bundle of rights granted to the author of a creative work as soon as the work is fixed in a tangible medium. Creative works can include photographs, illustrations, videos, audio recordings, sheet music and software code.

Unlike patents, copyrights are granted automatically. Registration of the copyrighted work is advisable, however, because protecting the work from infringement is much easier if the work is registered. Companies should register at least the key creative works used or referenced in an advertisement.

d. Trade secrets. Trade secrets include any information or knowledge not publicly known or readily ascertainable that gives a company a competitive edge in the market.

Trade secrets are typically protected with employment agreements, nondisclosure agreements and noncompete agreements.

Companies should ensure that any person with access to trade secrets is bound by a written agreement to keep the trade secrets confidential. Companies must carefully balance the desire to market their goods and services by showcasing their innovative processes or knowledge with the need to protect their trade secrets.

e. Publicity rights. An individual appearing in an advertisement may have rights to his or her image and likeness. Companies should be sure to have a written agreement with any person featured in an advertisement, especially when it is

a celebrity or other public figure, which explicitly grants the company the right to use the person’s image and likeness. Using celebrity impersonators may also violate the celebrity’s rights, as was the case when a video store used a photograph of a Woody Allen look-a-like in an advertisement.

2. Infringing third-party intellectual property. At times your company may benefit from comparing your products or services with those of a competitor. While comparative advertising is a great way to show consumers the superiority of your product or service, it can also create legal problems. The most common claims arising from comparative advertising are claims of trademark and copyright infringement.

Trademark infringement occurs when two marks are used in a way that is likely to confuse consumers as to the source of the goods or services on which the marks are used. Trademarks need not be identical to infringe. You should be cautious when using another entity’s trademark and be sure that your advertisement cannot be interpreted in a way that suggests that you are in some way affiliated with the entity or its products and services. If you are not careful, the trademark owner may sue for infringement and potentially win an injunction and/or damages.

Using a third party’s copyrighted material in an advertisement is more problematic, as unauthorized use of another’s copyright for commercial use is generally prohibited. It is usually best to get a license to use the work from the copyright owner.

Damages for copyright infringement can

see ADS page 14

At Jones Waldo, it is our core values that set us apart.

Since 1875, Jones Waldo has been providing legal services to the businesses and community organizations that support and grow the state’s economy. Built on a strong foundation of service and knowledge of Utah’s key industries, the firm continues to evolve through meeting new challenges, finding innovative solutions and advancing legal trends in the state.

joneswaldo.com + 801-521-3200 SALT LAKE CITY PARK CITY PROVO ST. GEORGE CHICAGO METRO

11

FOCUS - LAW

July 16-22, 2012

Free basic copyright and trademark M&A requires a team effort will assume they can work out the business

By Thomas Taylor protection for business owners

Selling a company is often the largest, terms in a letter of intent (LOI), then turn it

If you ever plan to sell your company, want to get investors or plan to leave a legacy, protecting your intellectual property (IP) is key to that success. But, it takes money to make money, right? Or, does it?

The first two forms of intellectual property (IP) in virtually any business are:

Content — Includes websites, pamphlets, instruction manuals, art, books, music, videos, etc.

Brand — includes trademark, Jason company name, product name, slogan, etc.

These can both be protected under the law. They can also be transferred (read that as “sold”). To really nail down protection in either of these areas, you need an IP lawyer, plain and simple. But, you don’t always need to nail down protection all the way; sometimes you just need a “covering,” especially in the beginning.

Here are the best FREE ways to protect the IP value of your content and brand that everybody should be doing that provide basic protection for your business: Free Copyright Protection

The lowest level of copyright protection is automatic and completely free as soon as you have a tangible form of your creative work. This can be a written book, a Web page, an audio recording of you playing an instrument or a video you make to

post on the Web. To strengthen this free protection, put a copyright notice on anything that you create that you don’t want other people copying. The copyright notice can have the following format: ©[space]First Year of Publication[space]Owner Example: © 2010 Webb IP Law Group The © symbol can also be replaced with “Copr.” or with (c). The date Webb can be a date range or list if you have published multiple times. For example, some websites are updated over a period of years. In that case the date would cover a range of the years where there were updates. Examples: © 2006 – 2012 Webb IP Law Group Copr. 2004, 2007 Webb IP Law Group

You can use the © mark even if you have not applied for federal registration of your copyright. Make it a habit of putting this mark on all of your content. It shows that you know you have rights and that they should be taken seriously.

Warning: If you pay someone to create content for you, they often own it instead of you. Make sure that your agreements are clear about ownership of content. If possible and appropriate, make sure that the written agreement states that you own it.

Free Trademark Protection see FREE page 18

most complex and important transaction of an entrepreneur’s career, and the sale process can be one of the most stressful events in her or his life. One complicating factor in many sales of privately held companies is that, when it comes to selling a company, the leverage usually resides on the buyer’s side of the table. Although for many sellers, selling their company is a one time, once-in-a-lifetime event, most buyers are experienced M&A professionals who routinely do M&A transactions.

Private equity firms or other financial buyers are highly sophisticated and wellfunded, and have top tier legal, accounting and financial advisors to assist with investigating, structuring, negotiating and documenting transactions. Similarly, many strategic buyers have experienced dealmakers on their executive teams, and generally will retain very experienced and capable outside advisors as well. By contrast, many sellers are entrepreneurs and businesspeople with little or no experience with M&A transactions. Because of this disparity, it is critical that a seller assemble the “right” M&A deal team as early in the process as possible in order to protect the seller’s interests and maximize value while minimizing the risk of the deal not closing.

Timing is Critical

Many well-intentioned business owners erroneously believe they can assemble their advisory teams after they have been approached by a buyer and commenced negotiations. Frequently, business owners

over to the lawyers to draft the deal documents and work out the details. Such people fail to understand three critical things:

• Although most LOIs are, for the most part, legally not binding, once basic business and deal terms are agreed to and an LOI signed, it is very difficult to negotiate different terms without being accused of going back on one’s word or trying to renegotiate the deal.

• The seller’s leverage in an M&A transaction will be at its all-time high during the negotiation of the LOI. Therefore, sellers should try to solidify the most important deal points in the transaction at the LOI stage. Sophisticated buyers often prefer to negotiate many of the critical deal terms later in the transaction, when the buyer’s leverage is higher.

• In order to effectively negotiate important sell-side points in the LOI, the seller needs to know (i) what the important points will be in the deal, (ii) what is “market” or the customary range for those points, and (iii) what the seller will insist on in the transaction and whether or not it is consistent with customary market practices.

As a consequence of many sellers’ failure to understand these three things, frequently sellers will try to negotiate on their own with buyers, thus allowing themselves to be “locked” into adverse provisions or “off-market” terms and conditions, and failing to take advantage of their leverage

see M&A page 17

KEEPING YOUR BUSINESS LEGAL

TM

Business Formation & Acquisition

Securities Law

Construction Law

Taxation

Estates & Trusts

www.strongandhanni.com • 3 Triad Center, Suite 500 • Salt Lake City, Utah 84180 • 801.532.7080

KNOWLEDGEABLE

Labor & Employment Law

RESPONSIBLE

Corporate & Commercial Litigation

POWERFUL

Business & Real Estate Transactions

FOCUS - LAW

12

JOBS from page 6

hindered by a lack of external capital to take businesses to the next level. In particular, the act provides exemptions relating to:

• The initial public offering (IPO) process.

• General solicitation and general advertising.

• Smaller securities offerings and registration requirements under the Securities Exchange Act of 1934.

• Ability for small businesses to access capital through crowdfunding.

The Act targets small businesses that qualify as Emerging Growth Companies (EGCs).

EGCs are defined as companies with less than $1 billion in total annual gross revenues in the most recently completed fiscal year, so long as the company’s IPO was not completed on or before Dec. 8, 2011. Many Utah businesses will be impacted by the act, because the vast majority of Utah businesses will qualify as EGCs. As a result, many Utah companies will enjoy reduced disclosure, registration and reporting requirements.

Relaxed Registration Requirements

The act would ease many registration requirements currently imposed by federal securities regulations. The Securities and Exchange Commission (SEC) is required to develop new rules permitting general solicitation and advertising for companies exempted from certain registration requirements under Regulation D of the Securities Act of 1933, provided that all purchasers of the

securities qualify as “accredited investors.”

Similarly, the act also requires the SEC to develop rules permitting securities to be offered — including by general solicitation or general advertising — to persons other than qualified institutional buyers, so long as they are only sold to qualified institutional buyers. The act requires the SEC to develop these new rules within 90 days of the act’s adoption; however, the SEC recently announced that it will not meet the timeline contemplated by the act. Additionally, although the act does not provide a timeline, the SEC is required to promulgate rules exempting the registration requirements for certain equity securities, debt securities, debt convertible into equity, and guarantees of these securities that do not exceed a total of $50 million within a 12-month period.

Under the act, the SEC is also obligated to develop rules that would exempt individuals from the current requirement to register as a broker for maintaining a platform that permits securities transactions, co-investing or providing certain services that are ancillary to capital-raising activities.

Capital Through the Crowd

A key feature of the act is the provision that allows businesses to participate in crowdfunding. Subject to the rules to be adopted by the SEC, this new funding mechanism will offer new capital-raising opportunities for Utah businesses. As proposed, crowdfunding would enable businesses to obtain capital through a large number of small investors.

Traditionally, such funding was

not allowed without expensive and time-consuming registration with the SEC or a state securities agency. As drafted, the act would exempt companies from registration if those companies do not sell more than $1 million of securities within a 12-month period.

Crowdfunding transactions would be required to be completed through an intermediary registered with the SEC as a broker or “funding portal.” This means entrepreneurs could not promote nor sell securities through their own websites, but they would be allowed to solicit prospective investors through approved funding portals (websites). These portals would not be allowed to provide investment advice, and they would be required to comply with SEC regulations.

As businesses approach us at Parr Brown with questions about crowdfunding, we make sure they understand they will still be subject to significant disclosure requirements. This includes the obligation to provide detailed descriptions of the securities to be sold through the intermediary, as well as disclosure of extensive business, financial and management information. For instance, a company utilizing crowdfunding would be required to file with the SEC and provide to prospective investors a discussion of the financial state of the company, a business plan, a description of the intended use of the funding proceeds, and a summary of the company’s ownership structure.

Additionally, companies that pursue crowdfunding would be required to determine and disclose what their target offering amount

July 16-22, 2012 will be, as well as the deadline to reach their target. From there, companies would need to provide regular updates regarding their progress in meeting the target offering amount.

The maximum offering amount issuers would be allowed to raise through crowdfunding would be $1 million in funding during a 12-month period, which is intended to be a reasonable range of start-up funding for many early-stage companies. Companies looking to grow more aggressively could still seek additional sources of capital from institutional investors and other accredited investors using more traditional methods of financing.

Failure to comply with the crowdfunding regulations, when adopted, would subject violators to potentially severe regulatory sanctions, including rescission claims (claims for refunds) against the company, actions against the company’s directors and officers, and sanctions against individuals who offer or sell securities in the offering.

The SEC is currently developing the rules to implement crowdfunding, and under the act, the SEC is charged with the obligation to complete those rules in early 2013. The ultimate effect of crowdfunding on start-up companies will be determined largely by the SEC’s final rules. Crowdfunding may represent a new opportunity for many early-stage companies; however, companies intending to engage in crowdfunding will need to carefully consult the final rules and consult with an experienced legal team to avoid potential legal liability.

Removing Burdens on Going Public

The act provides for a reduction in the regulatory requirements for EGCs relating to the disclosures, reports and communications that are typically associated with the process of public registration, frequently accomplished through an IPO. For example, during the IPO registration process, EGCs would only be required to disclose two years of financial information, which may be submitted confidentially to the SEC. Brokers and dealers would be permitted to pub-

lish and distribute research reports on EGCs, and such reports would not constitute offers to purchase or sell securities.

The act would also expand the scope of permissible communications during the IPO process.

Contrary to historical practices, the act would permit EGCs that are undertaking an IPO to engage in certain communications with potential investors that are qualified institutional buyers or institutions that are accredited investors.

The act would also relax certain existing restrictions on communications between early-stage companies and securities analysts.

Most of the act’s provisions will be implemented through rulemaking by the SEC according to deadlines established by the act.

Until the SEC promulgates rules, the details of many of the key provisions remain uncertain. In the meantime, many have expressed concerns about the potential for fraud or abuse under the new rules.

With the loosening of regulations, investors also need to understand the changes and conduct careful due diligence before investing in any enterprise.

The act represents Congress’ effort to open up the capital markets and stimulate the economy. It will likely produce new opportunities but will also create new pitfalls for companies and investors.

Companies hoping to take advantage of these new rules should maximize their opportunities and be cautious to avoid the potential minefields by consulting with trusted legal and financial advisors.

Brian Lloyd is a shareholder and a member of the business transactions group at Parr Brown Gee & Loveless (www.parrbrown.com).

He specializes in corporate and securities law and has advised public and private companies, as well as investors, on formation, securities regulation, mergers, acquisitions, corporate governance and financial transactions.

He is regularly recognized by his peers as one of the top lawyers in Utah as noted by Mountain States Super Lawyers, Chambers USA – America’s Leading Business Lawyers, and Best Lawyers in America.

Donate Your Car, Boat, RV or Real Estate You don’t have to donate a kidney to save a life.

• We will accept any auto - running or not.

• 100% tax deductible.

• MatchingDonors.com is a 501C3 nonprofit organization.

• 100% of the proceeds will go to help saving the lives of people needing organ transplants.

Call us at 1.800.385.0422 Or donate on line at

MatchingDonors.com

Donate Your Car, Boat, RV or Real Estate

July 16-22, 2012

WOMEN from page 9

has charging privileges. It is not unheard of for an angry spouse, upon learning of a divorce, to go on a shopping spree. Some lawyers may advise their clients to take out cash advances on joint cards to provide a cushion while the divorce is pending or to charge lawyer’s fees to jointly owned cards.

Consider canceling such joint accounts or at least reducing the spending limits. If your spouse is an authorized user on charge cards in your name, see what steps the credit card companies require to terminate the authorization. Also consider home equity lines of credit. You may need to close lines of credit or restrict access to further loans pending the resolution of the divorce. Discuss these issues with your lawyer before making a final decision.

• Pay off as much joint debt as you can with joint funds: In particular, try to pay off credit card balances, store card balances, and small loans. These accounts cannot be canceled until the debt has been paid.

While the divorce is pending:

• Change the beneficiary on life insurance policies, retirement plans and bank accounts.

• Update your will, and change the terms and beneficiaries as necessary.

• Obtain a credit report to verify that your ex-spouse is not charging debt in your name with a forgotten account.

• Understand Social Security benefits that may be available based on your former spouse’s employment credits.

FOCUS - LAW

Caution: A bifurcated divorce may not be in your best interests. In a bifurcated divorce, the parties can get a quick decision ending the marriage, while child support and other financial obligations are left unsettled for a time. Once the divorce is granted, there may be incentive for one spouse to delay the final judgment at the expense of the other by dissipating marital assets and leaving the innocent spouse with little bargaining power. Think very carefully before agreeing to a bifurcated divorce.

Estate Planning

Everyone has an estate, and everyone needs a plan. You need to have the following documents in order — and tell people about them. For example, post a note on your refrigerator with directions on how to locate important documents.

• Living Trust: You can title your assets in your own trust in which you designate how they should be controlled and distributed. A trust can protect your family’s privacy because it does not go through probate (probate documents become public record). A trust can address complicated family dynamics, such as a second or third marriage, siblings who do not get along, special needs, etc.

• Power of Attorney. This allows you to give a trusted person the right to act as if they were you. It can be limited to a specific transaction or it can give full power to handle all financial affairs. Be careful who you choose as your agent. Talk to them first, making sure they know that their duty is to act in your best interests. This is a position of trust, and the law will hold the agent to the standards of a fiduciary.

• Living Will: This allows you to make

your wishes known regarding life prolonging medical treatments (also referred to as an Advance Directive or Health Care Directive).

• Health Care Power of Attorney: This allows you to appoint someone to make health care decisions for you if you are incapacitated. (It is also good to have in place for your children over 18, so that if they are hospitalized and unable to communicate, you can make decisions for them.)

• HIPAA Release: This allows others, whom you designate, to have access to your medical records and information and it allows physicians to discuss such information with them. (Again, this is good to have in place for your children over 18, so that their medical providers can discuss their medical information with you.)

Please do not wait until your loved one is in the hospital on life support or facing life-threatening illness or surgery to have these documents in order. There’s no time like now to take care of these things.

As an attorney and a trusted advisor, I know my clients may become isolated and vulnerable. People will try to steal from them, wield undue influence over them, or otherwise try to take advantage of them. It is important to me that I form solid relationships with my clients in order to provide the best services, protections and ongoing support for each particular situation.

Marianne Gardner Sorensen is a shareholder in the Salt Lake City law firm of Jones Waldo. Her practice focuses on real estate law, promotions and marketing law and international law.

13

FOCUS - LAW

14

ADS

from page 10 be substantial — up to $150,000 per work infringed.

Before you decide to use another entity’s intellectual property, you should consult with an experienced intellectual property attorney to be sure you understand the risks involved.

3. False advertising. Federal law requires that advertisements be truthful and avoid misleading consumers. False advertising laws are enforced by the Federal Trade Commission (FTC) and by competitors and consumers.

a. FTC enforcement. The FTC is the sole enforcer of the Truth-in-Advertising provisions of the Federal Trade Commission Act, which require that the advertiser have a reasonable basis for all its claims and that the advertisement be truthful, not deceptive, and fair. The FTC pays the closest attention to advertisements that make claims regarding consumers’ safety and health. The FTC can enforce the law by issuing injunctions, imposing fines and requiring correc-

tive advertising. FTC enforcement actions can cost a company millions of dollars, as was the case when the makers of Airborne effervescent tablets settled a case brought by the FTC alleging false and misleading health claims in advertisements. A company should carefully evaluate the messages communicated to consumers and thoroughly document any evidence on which it bases a claim, especially if the claim involves the health and safety of the consumer.

The FTC has provided specific guidance to certain industries and companies utilizing certain types of advertising. For example, the FTC has provided specific guidance for companies making claims regarding the environmental friendliness of their products or services. This guidance, commonly referred to as the “Green Guides,” helps to identify specific practices that the FTC believes are in violation of advertising laws. The FTC also has specific guidance for dietary supplement companies, including guidance on the type and degree of substantiation required for health claims.

b. Competitor and consumer enforcement. Consumers and competitors can sue a

company for false advertising under Section 43 of the Lanham Act. Under the Act, any person that “misrepresents the nature, characteristics, qualities, or geographic origin of his or her or another person’s goods, services, or commercial activities [in commercial advertising or promotion]” is subject to civil liability. Note that not only is a company required to truthfully advertise its products and services, but it must also avoid misrepresenting another entity’s goods and services. Class action lawsuits by consumers who feel that an advertisement is false or misleading can cost millions of dollars and substantially harm a company’s brand and reputation.

In conclusion, there are a number of legal considerations to take into account when advertising your products or services. While this is not a thorough list of all legal aspects of advertising, it should provide some initial guidance for advertisers. The bottom line is that advertisers should make sure all intellectual property referenced in an advertisement is protected, that the advertisement does not in some way infringe another person’s intellectual

July 16-22, 2012 property, and that all claims made in the advertisement are truthful, not deceptive or misleading, and backed up with legitimate evidence. Taking these steps with the assistance of experienced legal counsel should help your company avoid the most common legal mistakes in advertising.

David Pacheco is an attorney in the Stoel Rives Technology and Intellectual Property practice group helping clients register, maintain and protect trademarks, copyrights and trade secrets. Pacheco has experience protecting clients’ intellectual property through proceedings in federal court, the Trademark Trial and Appeal Board and through other enforcement and protection avenues including arbitration under the Uniform Domain Name Resolution Policy. He can be reached at djpacheco@stoel.com and (801) 5786936.

This column is not to be considered legal advice or a legal opinion on specific facts or circumstances. The contents are intended for informational purposes only. If you need legal advice or a legal opinion, please consult with your attorney.

We Mean Business Subscribe or advertise 533-0556 www.slenterprise.com

FOCUS - LAW

July 16-22, 2012

15

Law Firms in Utah Listed Alphabetically

Firm Name Address

Phone Fax Web

# of Utah Attorneys # of Utah Partners

# of Utah Paralegals # of Full Time Utah Employees

Total # of Attorneys Nationwide Year Established

page 1

Locations in Utah Locations Nationwide

Major Areas of Practice

Managing Partners

Salt Lake City Ballard Spahr LLP 201 S Main St, Ste 800 Salt Lake City

801-531-3000 801-531-3001 ballardspahr.com

39

11

508

18

68

1885

Atlanta, GA; Baltimore, MD; Bethesda, MD; Denver, CO; Las Vegas, NV; Los Angeles, CA; New Jersey, Philadelphia, PA; Phoenix, AZ; San Diego, CA; Washington D.C., Wilmington, DE

Callister Nebeker & McCullough, P.C. 10 E South Temple, Ste 900 Salt Lake City

801-530-7300 801-364-9127 cnmlaw.com

51

11

51

Salt Lake City, Sugar House

32

41

1974

DND

Christensen & Jensen 15 W South Temple, Ste 800 Salt Lake City

801-323-5000 801-355-3472 chrisjen.com

27

7

DND

Salt Lake City

19

54

1949

DND

Clyde Snow & Sessions 201 S Main Street, Ste 1300 Salt Lake City

801-322-2516 801-521-6280 clydesnow.com

29

4

29

Salt Lake City

19

40

1951

DND

Cohne, Rappaport & Segal, P.C. 257 E 200 S, Ste 700 Salt Lake City

801-532-2666 801-355-1813 crslaw.com

17

2

17

Salt Lake City

14

10

1975

DND

Business & Finance, Commercial Litigation, Communications, International, Labor & Employment, Life Sciences/Technology, M&A, Mortgage Banking, Patents, Public Finance, Real Estate, Resort & Hotel, Securities, Tax

Blake K. Wade

Banking, corporate, Estate Planning, Tax, Litigation

T. Richard Davis

Appeals, commercial Litigation, construction, Crisis Management, Employment & Labor, Fire, Government Defense, Insurance Bad Faith & coverage, Mediation & Arbitration, Personal Injury & Property Damage, Products Liability, Real Estate & Land Use, Recreational, Dram Shop, & Hospitality, Tort Defense, Transportation Law, Water Law

Scott T. Evans

White Collar Criminal Defense & Government Investigations, Family Law & Domestic Relations, Estate & Tax, Business & Transactions, Employment Law, Real Property & Eminent Domain, Natural Resources and Water Law, Intellectual Property & Trade Secrets Litigation, Securities, Professional Malpractice

Walter A. Romney, Jr.

Civil Litigation, Real Estate, Business, Family Law, Bankruptcy, Wills & Estates, Contracts, Securities, Mergers & Acquisitions

Jeffrey L. Silvestrini

Bankruptcy & Financial Restructuring, Corporate, Trial, Energy & Natural resources

Annette Jaruis, Marianne Short

Bankruptcy, business & corporate, complex Litigation, Employment, Energy & Utilities, Environment Natural Resources, Real Property, Tax & Estate Planning

John E. S. Robson

Business & Finance, Bankruptcy, Emerging Growth & Venture Capital, Environmental & natural Resources, Employment & Immigration, Intellectual Property, Litigation, Real Estate & Construction, Tax

Greg Lindley

Commercial Real Estate, Business Law Litigation

Keven Rowe

Real Estate, Intellectual Property, Litigation, Business, Employment, Healthcare, Tax and Estate Planning, Immigration, Construction

Lorin Barker

Salt Lake City Dorsey & Whitney LLP 136 S Main St, Ste 1000 Salt Lake City

801-933-7360 801-933-7373 dorsey.com

24

4

561

13

38

1912

Fabian Law 215 S State St Salt Lake City

801-531-8900 801-596-2814 fabianlaw.com

45

2

46

26

85

1919

Anchorage, AK; Wilmington, DE; Denver, CO; Des Moines, IA; Fargo, ND; Minneapolis, MN; Missoula, MT; New York, NY; Palo Alto, CA; Seattle, WA; Costa Mesa, CA; Washington D.C. Salt Lake City Columbus, OH; Las Vegas, NV; Washington D.C. Salt Lake City Aspen, CO; Billings, MT; Boise, ID; Boulder, CO; Carson City, NV; Cheyenne, WY; Colorado Spring, CO; Denver, CO; Denver Tech Center, CO; Jackson Hole, WY; Reno, NV’ Santa Fe, NM; Washington D.C.

Holland & Hart LLP 222 S Main St, Ste 2200 Salt Lake City

801-799-5800 801-799-5700 hollandhart.com

76

10

450

41

138

1947

Jones Waldo 170 s Main St, Ste 1500 Salt Lake City

801-521-3200 801-328-0527 joneswaldo.com

78

14

DND

Provo, Salt Lake City, St. George, Park City

56

DND

1875

Naperville, IL

Kirton McConkie 50 E South Temple Salt Lake City

801-328-3600 801-321-4893 kmclaw.com

130

18

130

Salt Lake City

83

234

1964

DND

DND= Did Not Disclose N/A= Not Available Please note that some firms chose not to respond, or failed to respond in time to our inquiries.

All rights reserved. Copyright 2012 by Enterprise Newspaper Group

FOCUS - LAW

16

July 16-22, 2012

Law Firms in Utah Listed Alphabetically

Firm Name Address Parr Brown Gee & Loveless 185 S State St Salt Lake City

Parsons Behle & Latimer 201 S Main St, Ste 1800 Salt Lake City

Price Yeates & Geldzahler 15 W South Temple, St 1700 Salt Lake City

Phone Fax Web 801-532-7840 801-532-7750 parrbrown.com

801532-1234 801-536-6111 parsonbehle. com

801-524-1000 801-524-1098 princeyeates. com

# of Utah Attorneys

# of Utah Paralegals

Total # of Attorneys Nationwide

# of Utah Partners

# of Full Time Utah Employees

Year Established

Locations Nationwide

73

10

73

Salt Lake City

54

36

1975

DND

106 75

9 185

133 1882

page 2

Locations in Utah

Salt Lake City Boise, ID; Reno, NV; Las Vegas, NV; Spokane, WA

36

3

36

Salt Lake City

25

51

1971

DND

Salt Lake City Snell & Wilmer 15 W South Temple, Ste 200 Salt Lake City

801-257-1900 801-257-1800 swlaw.com

47

4

415

25

50

1938

Phoenix, AZ; Tucson, AZ; Los Angeles, CA; Orange County, CA; Denver, CO; Las Vegas, NV; Reno, NV

Snow Christensen & Martineau 10 Exchange Place Salt Lake City

801-521-9000 801-363-0400 scmlaw.com

52

17

DND

Salt Lake City, St George

43

53

1886

DND

Major Areas of Practice

Managing Partners

Corporate Law, M&A, Securities Regulation & Public Offerings, Real Estate Development & Finance, Commercial Litigation, Employment Law, Natural Resources Law

Heidi E. C. Leithead

Antitrust & competition, Banking & Finance, Corporate Restructuring & Chapter 11 Bankruptcy, Corporate Transactions, Securities & Tax, Divorce & Family, Employment & Labor, Energy & Utilities, Environmental & Natural Resources, Government Relations & Lobbying, Health Care, Intellectual Property Law & Litigation, Litigation, Trials & Appeals, Mining, Real Estate, Trusts & Estate Planning

Raymond J. Etcheverry

Alcoholic Beverage Licensing & Compliance, Bankruptcy, Commercial Business, Employment Labor, Estate Probate Trust Administration, Family Law, Financial Institutions, Government Relations, International Law, Litigation, Natural Resources, Personal Injury, Real Estate, Tax, Trademark & Unfair Business Practices

John S. Chindlund

Commercial Litigation, Products Liability, commercial Finance, Real Estate, Corporate Finance, Mergers & Acquisitions, Bankruptcy, Environment, Oil, Gas and Mining, Intellectual Property, Employment

Brian Hulse

Business Organizations, Commercial Litigation, Insurance Defense, Bankruptcy, Trucking & Transportation, Appeals

Andrew Morse

Corporate, Litigation, Energy, Labor & Employment, Intellectual Property, Real Estate, Estate Planning

Richard H. Johnson II

Business, Insurance Defense, commercial Litigation, Employment, Family, Medical Malpractice Defense, Real Estate

Catherine M. Larson

Intellectual Property, Patents, Trademarks, copyrights, trade Secrets

Garron M. Hobson & Peter M. de Jonge

Banking & Financial Service, Construction, Corporate, M&A, Business Transactions, Eminent Domain, Employment & Employee Benefits, Energy, Government Relations, Insolvency & Creditor Rights, Intellectual Property, Natural Resources & Environmental Law, Litigation, Real Estate, Wealth Management

Stephen D. Swindle

Intellectual Property (IP) Prosecution, IP & Complex Litigation, Mediation, Licensing, IP Counseling

Brent P. Lorimer

Salt Lake City Stoel Rivers LLP 201 S Main St Salt Lake City

801-328-3131 801-578-6999 stoel.com

Strong & Hanni Law Firm 3 Triad Center, Ste 500 Salt Lake City

801-532-7080 801-596-1503 strongandhanni. com

Thorpe North & Western, LLP 8180 S 700 E, Ste 350 Sandy

801-566-6633 801-566-0750 tnw.com

73

7

390

43

133

1907

Anchorage, AK; Boise, ID; Lake Tahoe, CA; Minneapolis, MN; Portland, OR; Sacramento, CA; San Diego, CA; San Francisco, CA; Seattle, WA; Vancouver, WA

52

15

52

Salt Lake City, Sandy

34

104

1888

DND

21

2

21

Sandy

8

14

1979

DND

Van Cott Bagley Cornwall & McCarthy, P.C. 36 S State St, Ste 1900 Salt Lake City

801-532-3333 801-534-0058 vancott.com

57

5

57

28

107

1874

Workman Nydegger 60 E South Temple, Ste 1000 Salt Lake City

801-533-9800 801-328-1707 wnlaw.com

53

7

55

Salt Lake City

35

DND

1984

Irvine, CA

DND= Did Not Disclose N/A= Not Available Please note that some firms chose not to respond, or failed to respond in time to our inquiries.

All rights reserved. Copyright 2012 by Enterprise Newspaper Group

Salt Lake City, Ogden, Park City Las Vegas, NV

FOCUS - LAW

July 16-22, 2012

M&A

from page 11 to negotiate other critical issues at the LOI stage. As a result, often, by the time the LOI has been executed, substantial damage to the sellside’s position has been inflicted, and sellers and their advisors find themselves scrambling to try to regain the lost ground. The lost ground can sometimes be made up if the buyer is highly motivated and the seller’s lawyer is able to take a firm negotiating position and careful draft the deal documents. Unfortunately, in many instances sellers unwittingly agree to certain provisions or deal terms or structures that are not in their best interest and that cannot be overcome, leaving them with the difficult decision of going forward with a suboptimal deal, or terminating the transaction and walking away. Negotiating a LOI without advice of experience M&A advisors can have a substantial adverse impact on the deal, including the valuation, tax consequences and risk allocation for the seller and its owners, thereby materially impacting the economics of the transaction and the seller’s post-closing legal and financial exposure.

When to Retain M&A Advisors

To help ensure a successful and efficient sale process, sellers should begin preparing the company for a possible M&A transaction well in advance of beginning to explore sale opportunities or approaching potential buyers.

Before undertaking a sale transaction, the management team should identify experienced legal counsel, accounting and tax professionals, and an investment banker to advise the seller through the process. In addition, often times the seller is well-advised to engage a financial advisor to assist in managing the transaction proceeds after the closing. Forging these relationships well in advance of a transaction is one way to “level the playing field” and will allow a seller to quickly and appropriately respond once a potential transaction comes into view. I generally advise clients that 12 to 18 months prior to commencing an M&A transaction is not too early to assemble the team and begin planning and structuring the process.

One of the critical tasks early

on is to consult with the entire team to identify important legal, accounting, tax, financial and operational issues that need to be addressed and resolved before prospective buyers commence their due diligence investigations.

Conducting a thorough “deal audit,” or internal due diligence investigation, and completing all necessary corporate “housekeeping” prior to entering into negotiations with prospective buyers is imperative. One of the worst things that can happen in an M&A transaction is for the buyer or its advisors to learn about a previously undisclosed problem during the buyer’s due diligence investigation and raise the issue after the parties have devoted substantial time, effort and attention to the transaction and incurred significant costs and expenses. At best, the seller and its management team and advisors will lose credibility, and may be placed in the untenable position of being forced to reduce the purchase price and/ or having a substantial portion of the purchase price held back in an escrow account pending the resolution of those matters. At worst, the buyer may terminate negotiations and seek any remedies available to it under the transaction documents.

Factors to Consider in Selecting M&A Counsel

An experienced M&A lawyer will be able to anticipate issues and identify matters that must be considered and addressed in order to successfully document and close a sale transaction. Sellers should consider several factors when choosing M&A counsel, including deal experience, industry understanding, breadth of expertise, access to other professionals, fees and overall business acumen.

Often one of the first concerns for sellers is transaction costs, as it should be. It makes no sense to sell your business in order to simply pay all of the sale proceeds to the advisors. After taxes, the investment banking or brokerage fees are typically the single largest out-of-pocket expense in most M&A transactions. Legal fees are usually the next largest expense. Legal fees vary widely based upon the law firm that is retained, its size and geographical location. Inexperienced sellers often make several mistakes in engaging legal counsel, includ-

17

One complicating factor in many sales of privately held companies is that, when it comes to selling a company, the leverage usually resides on the buyer’s side of the table. Although for many sellers, selling their company is a one time, once-in-alifetime event, most buyers are experienced M&A professionals who routinely do M&A transactions. ing: (i) paying more than is necessary by engaging large, national or super-regional firms merely on the mistaken belief that “bigger is better,” (ii) paying too little by choosing a lawyer or a law firm that lacks the required expertise and experience in mergers and acquisitions and all of the other substantive areas of the law that are involved in most M&A transactions, thus essentially paying the lawyer to try to “come up to speed” and learn how to do an M&A transaction during the course of the deal, and (iii) waiting until late in the process to retain counsel, thus requiring the correction of previous mistakes.

A generalist lawyer, or the lawyer who handled your divorce or car accident or who prepared your will and estate plan, is generally not equipped to anticipate or adequately deal with the plethora of issues that arise in most M&A transactions. Sellers need to understand that mergers and acquisitions are extremely complicated, multidisciplinary transactions, and involve numerous different substantive areas of the law, none of which can be mastered by a single lawyer. Most M&A transactions involve the following substantive areas of law: corporate, employment, employee benefits, labor, securities, real estate, environmental, state and federal tax, partnership tax, regulatory and intellectual property, among others.

All lawyers and law firms claim to be highly experienced.

Based solely on their websites, every law firm in the country has the best and most experienced attorneys. Law firms tout the credentials of their lawyers and provide lists of transactions they have worked on, making it difficult to

distinguish between legitimate experience on the one hand and puffery on the other. One of the best ways for a seller to truly distinguish experience is to meet with the attorneys and talk with trusted business and financial advisors to narrow the list. Then diligently research the level of experience, breadth and background of those lawyers and law firms on the short list. Always ask the lawyer you are considering engaging for references of current or former clients who can speak to the skill, responsiveness and negotiating style of the lawyer.

Furthermore, sellers need to understand that this type of transactional work does not scale — the reality of M&A transactions is that most deals, no matter how large or small, take the same amount of time and effort to successfully complete and generally involve the same issues. In other words, it generally takes the same amount of time and effort to complete a $500 million M&A transaction as it does to do a $10 million transaction.

The “right” law firm is one that has current and relevant experience with deals of the size, structure and nature of your transaction, that can and will assign its best and most experienced M&A lawyers to your transaction and that charges reasonable billing rates. It is also essential to retain a law firm that has a broad practice platform and adequate bandwidth to get your deal done efficiently and on a timely basis. M&A counsel ideally should have resources and external connections to draw upon when the firm does not itself have specialized expertise that may become necessary. Of course, there should be a good fit in terms of personality, business philoso-

phy and risk appetite, as sellers will spend countless hours with their lawyers over the weeks and months it takes to get an M&A deal negotiated, documented and closed. Ultimately, the sellers will need to trust the advice of their lawyers. Finally, it is important that all members of the sell-side team — both company employees and outside advisors — are able to work with one another and “drive” the transaction to a successful closing.

Excellent M&A lawyers will have an understanding of business, finance, accounting and tax matters, and must understand the client’s business and strategic goals and objectives. They need to know when to press an issue, and when not, which battles to fight and when to back off. The ability to understand and adjust to the business aspects of a transaction sets the best M&A lawyers apart from the rest of the field.

Conclusion

Sellers often commence M&A transactions with an unrealistic understanding of how the transaction will unfold and no appreciation of many of the issues that will be encountered. It is often disheartening for business owners to see their hopes for a successful acquisition flounder, falter and even fail because of unforeseen or unanticipated issues. A successful M&A transaction depends in large part on selecting an experienced team of advisors who understand the business issues and risks, and can assist the seller in implementing and carrying out a viable acquisition strategy.

Thomas R. Taylor is a corporate and M&A lawyer and shareholder in the Salt Lake City office of Durham, Jones & Pinegar P.C. Taylor is listed as one of the leading M&A lawyers in the United States by both Chambers & Partners and Super Lawyers, as one of the Best Lawyers in American in Corporate Law and M&A Law by Best Lawyers and as a Top Attorney in Utah, Nevada, Montana, Idaho and Wyoming in Mergers & Acquisitions

by American Register LLC. He maintains an “AV” rating with MartindaleHubbell, which is the highest rating awarded to attorneys for professional competence and ethics. Taylor can be reached at (801) 2971370 or ttaylor@ djplaw.com.

FOCUS - LAW

18

SAFEGUARD from page 6

or use of the trade secret. To obtain the restraining order, the plaintiff must show that it will suffer irreparable harm if the disclosure and/or use are not restrained. The plaintiff may also be required to post a bond or other security. Because a temporary restraining order is only effective for 10 days, the plaintiff will typically apply for a preliminary injunction as well, which may restrain the offending conduct through trial and beyond if converted to a permanent injunction.

A victim of trade secret theft may also seek monetary compensatory damages for the misappropriation. Under the Uniform Trade Secrets Act, the damages may include both the actual loss caused by the misappropriation as well as the unjust enrichment caused by the misappropriation (i.e. the windfall obtained by the offending party through disclosure or use of the trade secret). Alternatively, the damages caused by the misappropriation may be measured by the imposition of a reasonable royalty for the unauthorized disclosure or use of the trade secret.

If the plaintiff can show that the trade secret misappropriation was “willful and malicious,” a court may also award exemplary damages in an amount up to twice the amount of compensatory damages awarded as well as attorney’s fees and costs. Conduct is considered willful if it was done voluntarily and intentionally. It is

considered malicious if it is substantially certain to cause injury.

A trade secret lawsuit is a costly endeavor for the plaintiff as well as the defendant. But whether an owner, shareholder, manager or employee, there are additional reasons why one should care to have a general understanding of trade secret law. The shareholder may care because trade secrets can provide a business with a profitable competitive advantage, which in turn may be of interest to the employee to the extent the competitive advantage results in higher compensation and/or increased job security.

Utah’s Uniform Trade Secrets Act defines a trade secret as “information, including a formula, pattern, compilation, program, device, method, technique, or process.” Some, but not all, of the information protectable by trade secrets may also be protectable by patents. To better understand trade secret law, one might thus consider the quandary of whether to seek patent protection for an invention or maintain it as a trade secret in relation to, among others, the following three factors: (1) whether the invention is likely to be independently developed or reverse-engineered; (2) the lifetime of the invention; and (3) the requirements and costs of maintaining the invention as a trade secret versus seeking patent protection.

Trade secret law only protects against misappropriation.

Unlike patent law, trade secret law does not protect against inde-

pendent development or reverseengineering. That is, as long as no trade secret information is used, another may freely arrive at the same result.

In terms of the lifetime of the invention, one should consider that it can take a few years to obtain a patent and that the resulting protection only lasts 20 years from the earliest filing date. Trade secrets, on the other hand, do not require any formal application process and can last indefinitely.

As a practical matter, if the lifetime of the invention is less than a few years or more than 20 years, and the invention is unlikely to be independently developed or reverse-engineered, a business should consider maintaining the invention as a trade secret.

One should also consider the requirements and costs of maintaining the invention as a trade secret versus seeking patent protection. A patent applicant must publicly disclose the best mode of the invention in sufficient detail to enable a person skilled in the art to practice the invention. If no patent is ultimately granted, the patent applicant cannot prevent another from practicing what has been disclosed. If a patent is issued, it can cost tens of thousands of dollars, not to mention maintenance fees to maintain the patent.

In contrast, a trade secret owner must make efforts that are reasonable under the circumstances to maintain the trade secret’s secrecy, and undertake such efforts for so long as the protection is desired. If at any time the trade

July 16-22, 2012 secret is disclosed, whether intentionally or inadvertently, the protection may be irretrievably lost.

In evaluating whether to seek patent protection for an invention or maintain it as a trade secret, one may also consider that under the 2011 Leahy-Smith America Invents Act, the U.S. will become a “first to file” system, whereas it has historically operated under a “first to invent” system. In this regard, it may become increasingly desirable to seek patent protection for some inventions that may otherwise be protectable by trade secrets. Under the “first to file” system, a trade secret owner will no longer be able to challenge another’s patent based on earlier inventorship. As a result, while the trade secret owner may have a prior commercial use defense to patent infringement, another could nevertheless obtain a patent covering the trade secret. On the other hand, for inventions that are unlikely to be independently developed or reverse-engineered, the expanded prior commercial use defense under the act may actually encourage trade secret protection.

No matter the nature of the trade secret information, a prudent owner should consider implementing measures to protect and limit access to information by, for example, limiting physical access via key-cards, requiring passwords for computers and mobile devices, shredding sensitive documents, limiting who has access to all of the elements of a trade secret, educating employees, identifying

FREE

nationWide

mycricket.com

unlimited dATA TAlk TexT Music •

•

•

55

$

aS loW aS

A MONTH no ContraCt

Limited-time offer. Rate plan contains a data usage level. Once you reach your usage level, your speeds will be reduced. See mycricket.com/fairuse for details.

Coverage details at mycricket.com. Service may be limited or terminated without notice if you no longer reside and have a mailing address in a Cricket-owned network coverage area or if a majority of your voice and/or data usage is on a partner network. Terms, conditions and other restrictions apply. Sales tax not included. Muve Music and the Muve Music logo are trademarks of Cricket Communications, Inc. Patents pending. The Android robot is reproduced or modified from work created and shared by Google and used according to terms described in the Creative Commons 3.0 Attribution License. Google, Android, and other marks are all trademarks of Google Inc. Other third-party trademarks are the property of their respective owners. © 2012 Cricket Communications, Inc. 10286-4/12

SugarhouSe 675 E. 2100 S.

layton 760 N. Main St.

WeSt Valley 2644 W. 3500 S.

riVerdale 750 W. Riverdale Rd.

ProVo 2275 N. University Parkway

Take advantage of Cricket’s everyday low monthly rates and see if your company’s employees can qualify for a

15% diSCount

Call 801.975.6718 to find out how.

from page 11

The lowest level of trademark protection is automatic and completely free as soon as you use your brand in commerce. This can be a logo, or a tag line, or a special design, or a name of a company or product. To strengthen this free protection you should put a trademark notice on any brand you use and every place you use the brand. The trademark notice is a “TM” next to the brand, usually to the bottom right or top right of the brand.

Example: Webb IP Law Group TM

Also, the more you use your mark in commerce, the more ownership and protection you have.

So, as long as you are clear to use your brand and are not infringing someone else’s brand, then going all out on your marketing, advertising and sales is a way to establish stronger and stronger rights.

Warning: Do not use the ® symbol unless you actually have a federal registration or you risk getting in trouble. Also, until you actually use your brand in com-

trade secrets and using confidentiality agreements with third parties.

In addition, each employee should enter into an employment agreement by which the employee (1) agrees that no former employer’s trade secrets will be used during the employment, and (2) acknowledges that all trade secrets developed during the employment are owned by the business.

An employee should take great care in handling trade secret information and should understand that all trade secrets developed during the employment are likely owned by the business. In this regard, an employee should be cautious when departing to work for an existing competitor, or starting a competing business, recognizing that the line drawn between common industry knowledge and learned skills versus trade secret information is often difficult to distinguish.

Michael A. Gehret and Eric M. Nielsen are attorneys at Snell & Wilmer L.L.P. Gehret is a commercial litigator admitted to practice in Utah, California and Nevada. Nielsen is an intellectual property attorney, admitted to practice in Arizona. This article should not be considered legal advice or opinion because its content may not apply to the specific facts of a particular case. Any reliance on this article is per se unreasonable.

merce or have an application filed with the U.S. government, anybody can steal it. So, if you have an excellent name, keep it under wraps.

These free techniques are used by major corporations around the world and are proven to provide at least baseline protection.

They should be a part of your regular way of doing business because they provide an infinite return on investment. Be aware of the intellectual property that you create as you go about your business and set up whatever you need to manage its protection.

Warning: “Baseline protection” means that it is the least amount of protection that is better than nothing at all. Certainly, that level of protection is not always appropriate. Be judicious about what you protect and how you protect it. That said, if you don’t at least do the free protection, don’t be surprised if other people treat your property like a doormat.

Jason Webb is a registered patent attorney at Webb IP Law Group, South Jordan. Learn more at www. webbiplaw.com and www.facebook.com/webbiplaw.

July 16-22, 2012

19

The Enterprise Rhonda Bachman Realtor, JTM 801-641-0826 rhonda.bachman@utahhomes.com 2733 E. Parleys Way, Ste 202 Salt Lake City, UT 84109

820 Empire Ave. Park City

$1,295,000

Approx Sq Ft: Bed Rooms: Bath Rooms: Family Rooms:

2898 3 2.5 1

Den: Living Room: Laundry: Fireplace:

0 0 1 1

Exclusive opportunity to preview this amazing Old Town home. This home boasts a 5 star rating by vacationers from around the world. It is over 90% booked for the season and for that reason, difficult at times to show. Please take advantage of this rare Open House opportunity. Open from 11 AM to 5 PM on January 3rd and 4th. Priced to SELL, this beautiful remodeled home features new fireplaces, bathrooms and all new master suite. Nearly ski in ski out! Only 150 Yards to Park City Town Lift providing ski access to Park City Mountain Resort. Empire #1 located across the street from the Quittin' Time run allowing you to ski back to the home after a day on the slopes. This 3 bedroom, 2-1/2 bathroom, boasts a 5 star rating from rental guests who have stayed in the home! It is nicely situated in a quiet section of historic Park City within walking distance of Main Street (1/4 mile). This old town home has the RARE 2 car garage and sits on a lot and a half! Additional features include high vaulted ceilings, wood beams, slate, granite, travertine, new carpet, well appointed furnishings and art. For buyers looking to rent the home, this home has EXCELLENT rental income and bookings. Furniture negotiable.

1160 S. Bonneville Dr. SLC

$1,500,000

Approx Sq Ft: Bed Rooms: Bath Rooms: Family Rooms:

5563 5 5.5 2

Den: Living Room: Laundry: Fireplace:

2 1 2 4

Price reduced over 400K! One of Salt Lake City's finest contemporaries sits on a premium lot backing to Bonneville Golf Course with downtown views. This stunning Richard Assenberg design was rebuilt and expanded in 2008, showcasing the finest of finish treatments. Beautiful Massaranduba Brazilian hardwood floors run through most of the main while exquisite schist stone interleaved with quartz and feldspar punctuates the great room fireplace and wet bar. The roomy chef's kitchen features a large center island, limestone countertops, 6-burner Viking range, 42" Sub Zero refrigerator, 2 undercabinet refrigerated drawers, plus an undercabinet beverage cooler. The sleek elegance of Euro showers grace the bathrooms along with the finest stone and tile work. Natural light floods the walk-out garden level from virtual walls of glass. All this along with gorgeous sunsets, too!

969 S. Carterville Rd. Orem

$960,000

Approx Sq Ft: Bed Rooms: Bath Rooms: Family Rooms:

5850 6 5 3

Den: Living Room: Laundry: Fireplace:

0 0 1 3

Eco friendly, master craftsmanship. One of a kind, theater room, low maintenance. A masonry marvel with every imaginable modern day amenity. Main floor master suite, radiant heated floors. 3 Car deep attached garage! There is simply not another home in the world that is like this one. A marvel you simply must see to believe.

4490 E. Wyndom Ct. SLC

$2,399,000

Approx Sq Ft: Bed Rooms: Bath Rooms: Family Rooms:

8818 7 6 3

Den: Living Room: Laundry: Fireplace:

1 1 1 4

Private Mountain Sanctuary. Stunning presence in a natural backdrop close to the city but worlds away without the long commute. Bring the outdoors to you with this wrap around deck complete with kitchen wolf grill, outdoor gas fireplace, natural stage and more. Outdoor oasis includes gazebo, salt water pool, log shed, vegetable gardens and more. Inside boasts gourmet kitchen, wine cellar, sauna, 2 master suites, theatre room, and more. Company coming? Don't forget the apartment with matching finishes of the home complete with private entrance. This is truly a place to enjoy and relax no matter the season. Home warranty incl.

20

The Enterprise

Learning management or learning success? The reality of the classroom

Everyone needs sales and personal devel- like buying motives, value proposition, reputaopment training. Even you. The challenge is tion, belief in what you sell and love of what how much and what kind. you do. Systems reek of manipulation. Note

With thousands of training options, it’s well: “Outcome” (what happens after the customer takes ownership) is never in a system, difficult to select the best programs.

I just got an e-mail solicitation telling yet it’s the most important part of the selling me to “create a unified approach to learning process. “Value” is never presented in terms of management.” Huh? What does that mean? the customer in any selling system, yet it’s the Wouldn’t it be a better message to suggest “a true differentiator from competitors. Note very real-world approach to learning success”? Or well: Concentrate on helping the prospect win, am I missing something? not where you are in the system.

Last time I checked, training and

• What questions are you education were all about the learner. teaching people to ask in order to

The e-mail meticulously listed gain true engagement? every element of current day training,

• Still teaching cold calling? from classroom to mobile app. They Why not teach how to earn referleft out one small item — relevant conrals? tent.

• Still stressing hunting and

What’s your approach to trainfarming? No wonder you don’t get Jeffrey ing? What’s your approach to learning? any referrals.

Gitomer What’s your approach to education?

• Still trying to show how to

The haunting words of Jim Rohn qualify prospects? Just “like” them. have rung in my ears for more than three If they like you, they will be forthright and decades. “Formal education will earn you a most times qualify themselves. And have them living. Self education will earn you a fortune.” like you on your business Facebook page And with the state of the economy and train- (assuming you have one). ing cutbacks, this message is more urgent and • Still teaching people to “close the sale” relevant than ever. like they did in 1972? Joke.

What’s your self-education plan for the • Teaching old-world selling skills rather next 24 months? Are you learning about sales than uncovering buying motives is the differand success as many hours as you’re watching ence between success and failure.

TV? Or are you waiting for the training depart- • Teaching product knowledge in a classment to give you new information? room rather than at a customer’s place of busi The classroom environment is in total ness? Why? transition. With the maturation of e-learning REALITY BITES: and the addition of mobile and tablet (OK, • How much of an expert are YOU on iPad), information is being transferred in new, business social media? faster and better ways. “Just in time” has given • How many new sales have YOU made? way to “on demand.”

• How many sales has marketing made

For the classroom to remain a relevant with the slide deck they’re asking you to presand vital part of anyone’s learning success, ent? (Answer: none.) several elements must be present – and beyond • What is the reinforcement offered the classroom (or in place of it) the same ele- beyond the “day of learning”? ments apply.

• What is the implementation feedback

TRANSFERABILITY AND from salespeople trying to actually make ACCEPTANCE OF THE INFORMATION. sales?

• Information, examples, lessons, mod- MEASURING SUCCESS BEYOND ules and instructors must be real world.

THE CLASSROOM: Are you measuring

• Information must directly relate to the the wrong return? Return on investment (ROI) learner and his or her challenges. is a wrong measurement.

• The learner must understand, accept and • Measure return on human capital agree with the information provided, or it’s an (including turnover). exercise in futility.

• Measure return on sales (individual per • The learner must believe in the informa- formance, not just total increase).

• Measure return on profit (not just gross tion and display a willingness to try it (even if it’s different from today’s comfort). That belief numbers, net bottom line revenue).

Whew. That’s a brain-full. But if you do must also be present as a person, or the cour- it right, and make the investment, it’s also a age to execute will be nonexistent.

• The information and strategies must be wallet full. viable in actual selling situations.

EXCELLENCE OF THE PRESENTER Jeffrey Gitomer is the author of The Sales Bible, AND THE LESSONS.

A dynamic presenter is not just “getting Customer Satisfaction is Worthless Customer through the material.” The trainer’s presenta- Loyalty is Priceless, The Little Red Book of tion skills are the fulcrum point of transfer- Selling, The Little Red Book of Sales Answers, The Little Black Book of Connections, The ability. The mentality of “getting through the Little Gold Book of YES! Attitude, The Little material” rather than being dynamic is a sure Green Book of Getting Your Way, The Little death-knell to the success of the outcome. Platinum Book of Cha-Ching, The Little Teal NOTE: The presenter has a responsibility to be Book of Trust, The Little Book of Leadership, compelling. and Social BOOM! His website, www.gitomer.

PRESENTATION OF CONTENT. com, will lead you to more information about

• Sales systems don’t work – selling training and seminars, or e-mail him personally strategies do. But they must include other at salesman@gitomer.com. important aspects of the engagement process © 2012 All Rights Reserved

July 16-22, 2012

Increase your sales by understanding your market

Have you ever tried talking about they wanted you to solve? Did they want politics with a three-year-old? Have you to save time, make more money, look ever named farm animals in a picture better or feel better? The solution you book with another adult? I’m guessing offer is the magic sauce. Focus on the if you’ve tried either, the conversation results you provide.

• Research your competitors. Are didn’t go well. Talking politics with a three-year-old is a mismatch between the their top customers similar to yours? subject of politics and your audience (the How are they reaching their customers?

• Research other businesses that three-year-old).

As the examples above illustrate, attract your target market even if they when you’re having a conversation with don’t sell the same products and services another individual, it’s important to as you. Do your customers race through understand that person and speak the fast food drive-in regularly, in terms of their interests in order or do they make their dinners to build good rapport. The same from scratch with organic proprinciple applies to marketing. duce from whole foods stores?

All your marketing efforts Large corporations dump a lot communicate messages, from of money into understanding your website, social media, brotheir customers so they can chures and other marketing matebetter advertise to them. As rials even to your logo design. Katie Ferguson a small-business owner, you Most business owners and profescan observe their patterns and sionals have been told to underefforts and piggyback off of stand their target market, but few do their research (without breaking any so successfully. In this article, I’ll walk intellectual property laws, of course!). you through some simple steps that will Notice their colors, style, messages, and help you better understand your market, what marketing avenues they use.

• Last but not least, talk to your which will in turn help you get more top customers. Get feedback from them. customers and increase your sales.

First, let’s discuss further discuss How do they respond to your different why it’s important to understand your marketing efforts?

Now that you understand your marmarket. Many business owners want to target everyone. I don’t blame them. ket better, advertise your business like They don’t want to limit their options. you’re talking directly to those top cusPlus, many entrepreneurs are so pas- tomers and you’ll get more like them. sionate about what they sell, they think Don’t worry about everyone else. When everyone can benefit from it. But here’s you consistently do this, you’ll see your the cold, hard truth: even if everyone sales increase. could benefit from what you provide, not everyone is willing to pay for it. I recom- Katie Ferguson is the owner and cremend saving yourself time, effort and ator of Graphic Forte. She is a graphic money by focusing your marketing on designer who helps business owners those who crave what you offer so badly up-level their branding so they can better connect with their target markets they’re ready to pay an honest price for and grow their businesses more rapidly. it.

Ferguson designs logos, print materials,

There are a couple more reasons websites and more and has a degree in business owners struggle in zeroing communications. For more information in on a few select target groups They visit www.graphicforte.com. think it’s easier to advertise to the general crowd, and that’s what the majority of their competitors do. Great news!

Understanding your niche will set you apart as an expert. People will flock to you when they know you understand their needs better than your competitors do.

Are you ready to better understand your market and get more business?

Here are my simple steps:

• Picture your top three to five customers. Who’s been most profitable, easiest to work with and most eager to refer you?

• Consider what your top customers have in common. Are they mostly male or female? Are they middle-aged or in their twenties? What are their estimated incomes? Are they married? Do they have families? Where do they live?

Where do they hang out online and in the real world? The questions you can ask yourself go on and on.

• Here’s the most important question to ask yourself when considering your top customers: What problem did they have when they came to you that

The fine art of flexible estate planning

Estate planning professionals have to deal with ambiguities today. Constant tax law revisions aside, there are contingencies of family life that may require added flexibility in estate planning. Fortunately, there are tools that can help to arrange it.

Standby trusts. As the name implies, these trusts go into effect when and if families happen to need them. A common scenario: a family has a history of Alzheimer’s or other hereditary illnesses, and mom or dad worry about one day being mentally or physically disabled to the point where they can’t make financial decisions. In response, they work with estate planning professionals to create what is presently an unfunded revocable trust — a standby trust.

A standby trust goes into effect upon a triggering event. This is often a doctor’s diagnosis. If a doctor diagnoses a trustor with Alzheimer’s, for example, the revocable standby trust can then become an irrevocable trust. Title to the trustor’s property is transferred into the Mark trust via a durable power of attorney, and the standby trust converts to a grantor trust.

Sometimes the triggering event is a prolonged disability or illness — and if the trustor recovers from it, the standby trust can remain revocable and the trustor can regain control over the assets.

From a life insurance standpoint, the mechanics work as follows. One spouse buys either a survivorship life insurance policy or a single life policy insuring the other spouse, naming the standby trust as the policy’s contingent owner. The policy owner has control plus access to the policy’s cash value. If the policy owner dies first, the policy is transferred to the trust and the trustee names the trust as the policy beneficiary. Only the policy’s fair market value is added to the decedent’s estate; the trust pays the policy premiums until the surviving spouse dies, at which point the trust receives the policy death benefit tax-free.

Spousal lifetime access trusts. At the end of 2010, Congress increased the lifetime gift tax exclusion to $5 million for 2011 and $5.12 million for 2012 – and it also made the lifetime gift tax exclusion portable between married spouses.

This opened up a remarkable short-term window of opportunity. Before 2013 arrives, wealthy couples can potentially shift up to $10 million in assets out of their estates tax-free.

That limit rose to $10.24 million in 2012 (it was adjusted for inflation).

This temporary increase in the lifetime gift tax exclusion gives couples a chance to reduce the size of a taxable estate through gifting or an irrevocable trust without a retained interest.

However, some couples would rather retain the gifted funds, especially if seems that one spouse

21

The Enterprise

July 16-22, 2012

might live decades longer than the other.

If that is the concern, a spousal lifetime access trust may provide a solution. One spouse creates this irrevocable trust for the benefit of the other. One spouse is named the grantor; the spouse expected to outlive him/her is named the trustee.

Often, the SLAT is funded with a life insurance policy; premiums are paid using cash gifts from the grantor. (A SLAT is best funded with separate property of the grantor spouse rather than community property, as you don’t want the assets within the trust included in the estate of the surviving spouse.)

Basically, this is an irrevocable life insurance trust (ILIT) with one key difference: the spouse is a beneficiary as well as the children/ grandchildren. The surviving spouse (trustee) may distribute assets out of the trust for his/her own benefit as well as the benefit of the heirs. When the surviving spouse passes away, the trust terminates and the heirs receive a Lund tax-free life insurance benefit.

What if the trustee dies before the grantor dies? If that happens, the trust assets are usually inaccessible to the grantor. How do you prepare for that? One option is to buy a life insurance policy on the life of the trustee.

Private demand loans. These are also arranged with the help of either a survivorship life insurance policy or a single life policy. In this instance, an ILIT is created but the grantor loans funds to the ILIT instead of gifting funds.

The trustee uses these loaned funds to pay premiums on a single life or survivorship policy.

(The annual gift to the ILIT may vary depending on required interest rates stipulated by the IRS.) The loan is payable on demand if the grantor needs the money; the trustee can do so using the cash value of the policy. So the couple retains indirect control over the policy while they live (with access to its cash value) while also establishing an irrevocable trust.

Could these ideas work for you? They may be worth exploring. These flexible estate planning techniques all use life insurance creatively, offering couples access to cash value while aiming to keep a policy’s death benefit out of a spouse’s taxable estate.

Mark Lund is a portfolio management specialist, investor coach, speaker and author of The Effective Investor. To get a free whitepaper, “8 Myths Killing Portfolio Performance,” go to www.StonecreekWealthAdvisors.com. Lund offers investment management services through Stonecreek Wealth Advisors Inc., an independent fee-only Registered Investment Advisor Firm in Utah. He can be reached at 11650 S. State St., Suite 360, Draper UT 84020, (801) 545-0696.

Why debt can be good for your business

Someone once said, “Debt is a remain historically low. This makes useful servant but a ruthless master.” debt more affordable. And don’t forget In my business and personal life, these that these rates don’t just apply to new words have stuck with me and I have debt; refinancing existing debt at a lower rate can make a real difference in always been careful in taking on debt.

Back when I was a young busi- a company’s bottom line. nessman and was planning on expand- Tax breaks: The U.S. government ing my business through a loan, I allows businesses to deduct the interest remember consulting with my banker, on debt from their corporate income Glen Anderson. Despite being in the taxes. At a rate of 35 percent, a business business of lending money, Anderson’s can see its net cost of debt much lower first response was one of caution: Did I than the actual interest rate after considreally need to take on this debt? ering the tax break associated As I spoke with him about my with interest.

So what kind of plans and he could see I had debt is best for your busianalyzed the risks and rewards ness? There are a variety of carefully, and that I had a solid commercial loans available secondary source of repayment to small-business owners, should the worst case happen, including fixed-rate loans he helped me plan the loan terms and revolving lines of credit. that would result in the best Fixed-rate loans guarantee outcome for my business. In this the same rate through the life case, the loan ended up being a Dale Gunther of the loan, so you don’t have smart choice that did indeed help to worry about an increased my business grow and succeed in ways it would not have had I not payment if interest rates begin to reverse. Revolving lines of credit may taken on some debt.

In the shadow of the Great be a good option for businesses with a Recession, though, we are ever more predictable cash cycle because there is aware of the disastrous effects debt more flexibility in accessing cash and can have on both individuals and busi- paying back funds.

As always, your community banknesses. Too many people lost their homes or businesses when cash flow er can be a wonderful resource in protightened, and many weren’t prepared viding guidance so that any debt you with the financial reserves necessary to incur can become a “useful servant” rather than a “ruthless master.” get through those rough patches.

So why would anyone ever argue Debt is not the four-letter word that debt is good? some make it out to be, as long as your

Because it can be, at least for a company is financially sound. Just be business. For healthy, stable companies, sure any debt is manageable so that in debt can often be a good decision when the event of a down business cycle, you it helps a business expand or increase can still afford the payment. If you feel the bottom line. Here’s how debt can your company has effectively weathhelp a company get ahead: ered the economic storm and has the

Rate of return: Sometimes a busi- financial stability necessary to service ness can make a better margin investing new debt, then now is an excellent time borrowed money than what it is paying to talk to your community banker about in interest for that borrowed money. taking on additional debt to grow your This is why some businesses take on business. debt even when they can afford to pay for their expenses. The leverage the borrowed funds provide allows inves- Dale Gunther is vice chairman of the tors to have a greater return on their board of People’s Utah Bancorp, the holding company for Bank of American money.

Less expensive than equity: Debt Fork, which is an SBA-Preferred Lender, Equal Housing Lender and Member is a much cheaper and less risky form of FDIC. At the start of his 16-year tenure financing than equity. as CEO at Bank of American Fork, the

An investor typically wants a bank had two branches and $80 million return of 10 percent or more through in assets; it now has 13 offices and more aggressive growth, while debt can usu- than $880 million in assets. Gunther has ally be found at a lower rate (particular- served as chairman of the Utah Bankers ly today) without strict growth plans.

Association and currently serves as an

Interest rates: There’s hardly American Fork City Councilman. This been a better time to get a loan when article should not be considered legal or one looks just at interest rates, which investment advice.

Watch for these upcoming editions of

• Banking & Finance, Aug. 6 • Travel, Aug. 13 • Education & Training, Aug. 20 • Health & Corporate Wellness, Aug. 27

22

The Enterprise

July 16-22, 2012

Executive Lifestyle Norway is cool

Norway is not just cool as in really great, but a super place to cool off after waking up in the morning and thinking you’ve died and gone to Phoenix, which is what everyone seems to be feeling in and around Utah.

My wife and I just got back from cruising around Norway, and one of the places we visited was Longyearbyen, a village on a very northern island at about 80-degrees latitude, which is way beyond the Arctic Circle. The high temperature that day was a sunny 39 — not Celsius, Fahrenheit. By the way, that sunny was for 24 hours. Yes, at midnight, 1 and 2 a.m. (I kept getting up to check) the sun was hanging in the sky.

The sun never got lower than about what we experience at 6:30 p.m. this time of year.

We also stopped in Stavanger, Gravdal, Honningsvag, Tromso, Hellesylt/Gieranger and Bergen, where temperatures never got above 75 and were usually in the 60s. For someone who doesn’t take the heat very well, it was heaven.

Bergen is a city about the size of Salt Lake in a beautiful fjord bay. When we got off the ship we road the funicular to a mountain overlooking the gorgeous city splashed in the valleys of the mountains surrounding the

Don Shafer bay. Positively breathtaking.

The day before, speaking of sights that take your breath away, we disembarked in the morning at a village named Hellesylt and were whisked by motorcoach up the mountains of the fjord and then back down in the evening for reembarkation in the town of Geiranger. On top at midday, the ski lift was running and the snow was 12 feet deep. Spectacular views everywhere up there, including the sight from high above Geiranger that is included in about every arrangements of photos from the Norwegian fjords.

We had taken off on our 14-day cruise from Southampton, and getting there was an electrifying experience — one that had a happy ending due to employees of Delta Air Lines. I have to take

my hat off to Delta, because just a couple of years ago I can recall many a radio show guest railing about how their service had fallen to new lows of indifference and rudeness. Not so anymore!

Everyone was not only friendly, but helpful to the grandest extent.

When we left Salt Lake City on June 20, severe thunderstorms around New York City, where we had a change of planes, as well as a fire at the FAA center in New Jersey, caused a threeand-a-half-hour delay in takeoff.

They wouldn’t let them take off because they weren’t going to be able to land. Needless to say, we not only missed our connection but one scheduled to leave two hours after the one to which we were assigned. We got to New York City four hours late, about six minutes before the last scheduled flight of the day to London’s Heathrow Airport was supposed to leave. We got off the plane and the only Delta agents in this particular concourse were helping passengers board a flight to Puerto Rico, and they were inundated with problems. JFK was a madhouse — I mean, way further out of control than its normal madness. Thousands of flights had been canceled that day and everything that had arrived was late.

There were many thousands of passengers who didn’t want to be see SHAFER page 26

Fascinating reading about honesty, gut feelings and the need to wait

(Editor’s note: Each month Jack Covert, founder of 800-CEOREAD, reviews the best recently released business books. Jack is also the coauthor of The 100 Best Business Books of All Time, recently updated and expanded, and released in paperback.

800-CEO-READ is a leading direct supplier of book-related resources to corporations and organizations worldwide, and specializes in identifying trends in the changing business market).

The Honest Truth about Dishonesty: How We Lie to Everyone—Especially Ourselves

By Dan Ariely, Harper 304 pages, $26.99, Hardcover

If Dan Ariely’s new book is anything like his last two, it will sell like gangbusters and enlighten a lot of people on a matter of the mind we take for granted, or don’t even stop to consider. And the book, The Honest Truth about Dishonesty, comes at a time when we can use some pause and reflection.

The seemingly never ending series of corporate scandals and financial chicanery (Ariely begins the book by considering Enron) and the complete inability to clean it up or stop them from occurring, makes the question at the heart of the book, “is dishonesty largely restricted to a few bad apples, or is it a more common problem?” a very important one for the business community.

Ariely, through both reasoning and research, rejects the long-accepted Simple Model of Rational Crime (SMORC), that “in weighing the costs versus the benefits, there was no place for considerations of right or wrong; it was simply about the comparison of possible positive and negative outcomes,” and the book’s central thesis replaces it with a more nuanced and human explanation of dishonesty:

“[M]uch of our behavior is driven by two opposing motivations. On one hand, we want to view ourselves as honest, honorable people … (psychologists call this ego motivation). On the other

hand, we want to benefit from cheating and get as much money as possible (this is the standard financial motivation). Clearly these two motivations are in conflict.”

The Honest Truth about Dishonesty explores different territory than his previous books, Predictably Irrational and The Upside of Irrationality, but if you’ve read those previous works you’ll be pleased to know that it continues and moves forward the general arc of those studies.

Beyond exploring the topic of dishonesty, this book is fundamentally about rationality and irrationality. And although dishonesty is fascinating and important in its own right, it is also important to keep in mind that it is but a single component of our interesting and intricate human nature.

And he believes we can create an environment that fosters optimal behavior:

Once we more clearly understand the forces that really drive us, we discover that we are not helpless in the face of our human follies (dishonesty included), that we can restructure our environment, and that by doing so we can achieve better behaviors and outcomes.

To understand what keeps businesses honest and profitable, it is important to understand what keeps the people within them honest, and to put appropriate systems in place. It is not about becoming a nanny or absolving individuals of responsibility, but of simply understanding human nature and putting the better angels of our nature to work within our organizations and societies.

The Hour Between Dog and Wolf: Risk Taking, Gut Feelings and the Biology of Boom and Bust

By John Coates, The Penguin Press 352 pages, $27.95, Hardcover

Many of today’s top graduates, the best engineers and scientists, mathematicians and physisee BOOKS next page

BOOKS

from previous page cists of the day, have been lured to Wall Street by the overwhelming amounts of money the big firms there are offering. One would assume that with all that talent and brain power, all the sophisticated risk analysis they’ve done and all the money that flows to Wall Street every day, that the world economy would be humming along. Instead, risk-takers on Wall Street rode a series of bubbles into a false sense of security and invincibility, stoking hubris instead of humility when taking on great financial risk, and the world continues to sit on a precipice of financial collapse as a result. This is, of course, not the first time we’ve been here, but that didn’t stop it from happening again.

Joan Coates, a great mind that has moved from Wall Street to university — specifically Cambridge, to research the biology of risk — thinks that with the assistance of modern science, we can now explain why this destructive tendency occurs:

“Recent research in physiology and neuroscience can, I believe, help us explain this ancient, delusional and tragic behavior. Human biology can today help us understand overconfidence and irrational exuberance, and it can contribute to a more scientific understanding of financial market instability.

And although this research is applicable to all aspects of human life, he focuses on the financial world for two reasons:

“[F]irst, because finance is a world I know, having spent twelve years on Wall Street; second, and more important, because finance is the nerve center of the world economy. If athletes succumb to overconfidence, the lose a match, but if traders get carried away on a flood of hormones, global markets founder.”

The Hour Between Dog and Wolf is, simply put, fascinating. It is a book on finance that explores consciousness and the subconscious, a book about markets and their “animal spirits” that calls on Kant to explore free will and what “lurks beneath our rational, conscious selves.” But it is first and foremost a book of modern science that works through those formerly philosophical unknowns to show us what is physically happening to our bodies, and how our intuition and conscious reality interact when we make decisions and encounter risk. It ranges from fun phenomenon like the physiology of goose bumps to more serious problems like ulcers and heart disease.

The book explores “gut feelings” in detail, explaining what’s happening physiologically when they occur, and demonstrates that

23

The Enterprise

July 16-22, 2012 trading skill (as opposed to luck) does actually exist and should be measured and compensated accordingly. In the end, Partnoy begins to illuminate “the invisible hand” of the market, showing that the hand belongs to us and that it’s up to us to decide how to play it.

Wait: The Art and Science of Delay

By Frank Partnoy, PublicAffairs 304 pages, $26.99, Hardcover

Frank Partnoy won the Biographies & Narratives section of our 2009 800-CEO-READ Business Book Awards for his outstanding history of Ivar Krueger in The Match King. I am a big fan of biographies, so I was partial to it, but his was one of the best I’ve read in recent years. Partnoy’s new book, Wait, though not a biography, is just as well written.

It could be read as a narrative of latency, of how our brains have evolved and what it means for us in our present moment, and explains the powerful force of delay on our decision-making.

Professional tennis and baseball players follow the same twostep approach to good decisionmaking that we should follow in our longer-term personal and business decisions. First, they figure out roughly how much time they will have available to respond. Second, they delay their response as long as they possibly can within that time period. If you watch Albert Pujols hit a baseball in really slow motion, he looks just like Warren Buffett buying a stock: study the pitcher, watch the ball carefully and don’t respond to any opportunity until you have taken the time to decide if it is a good one. Wait as long as you can so you’ll have a better chance of swinging only at fat pitches.

Chapter Three, “HighFrequency Trading, Fast and Slow,” is particularly fascinating in its implications for how we make decisions and manage the world. He begins the chapter by telling the story of UNX, a high-frequency trade firm that had become a leader in the market. It moved its black box computers from the West Coast to New York City to speed up their transaction time by milliseconds, believing it would increase their yield, only to learn that the trades were actually getting worse. After manually delaying the transactions back to the speed it had taken to travel the see BOOKS page 26

As the legal industry evolves, its work environments require new approaches.

As a nation of laws, the U.S. has always depended on its lawyers. But today the legal industry is perhaps more important than ever before to a country with the world’s largest gross domestic product, most patent filings, most new business start-ups, and the most watched, emulated, and successful of economies. The global nature of business involves legal issues ranging from intellectual property, patents, and trademarks, to venture capital, mergers and acquisitions, energy, the environment, and international law. To meet this challenge, the legal industry itself is changing: More Large, global firms - a growth in the number of large law firms as international corporate clients require more legal services More Collaboration - the essential method of knowledge work today, collaboration, is central to more legal processes and work spaces New Pressures - trends affecting every business, from the rising cost of real estate to the growing diversity of workers, are also affecting law firms, their work processes and environments Digital Technology - the legal process still includes towering mounds of papers, but firms are increasingly adopting digital tools Changing Priorities - lawyers today seek a better work/life balance, so law firms are offering new positions and incentives to attract and retain talent These changes hit home in the law office. New ways of working require new approaches to the design and planning of law space.

Law & Order: The Unique Needs Of The Legal Workplace Law firm work processes have several similarities with other professional services firms, and a few peculiarities. For starters, workflow in a law firm doesn’t follow a linear course. Just as in an ad agency or a design firm, content generation and manipulation is often a random process. Keeping a variety of materials both physically and visually available to legal workers is vital to their work process.

Independent work is performed that is then shared in a collaborative manner. Work migrates over the course of a day, week, month or even year, between private offices, case rooms, conference spaces, litigation venues, and courtrooms.

All of this coordination involves the examination and movement of large amounts of both paper and electronic documents as workers search to find the “golden nugget” that will break a case. The random nature of the process and its dependence on paper makes it unlikely the work will migrate toward more at-home work. Legal firms will continue to need a central location to support collaboration and document movement and sifting.

Current work and anticipated work must be kept visible, since each day multiple projects are tackled and more information is added to each case or client folder. Filing becomes inefficient and detrimental to work process: it takes away from billable minutes, eliminates “visual triggers” to projects/cases, and hides opportunities to connect pieces of data.

Partners, associates, paralegals, and administrative workers all have specific workspace needs based on their role. For example, associates spend much time cross-referencing paper and electronic sources, and meeting informally with different types of people. A partner, meanwhile, performs focused work, reviews work done by others, and directs and mentors individuals. Each of these partners tends to create physical zones within their workspaces (often located in private offices to encourage concentration) for different types of work and the different stages of its path to completion. Information must be visible to provide memory triggers. If a file is pending incoming information, it will go in a designated “hold” pile within the office. As priorities shift, work is rescheduled and work processes are adjusted. It happens so frequently that list making is ineffective; it’s more efficient for the actual file to act as the item on the list.

File folders often have top sheets to designate the folder’s status. The folders are frequently arranged and rearranged in a cascading way to help get the professional into “flow” faster. As projects move from one stage of completion to another, their designated location in an office may also change. For example, if a case is ready to be closed, but may still have a few closing items that need to be added to it in the next month, it will move farther away from the core work area. Most cases start out in manila folders and end up in Redweld®-style accordion folders, and eventually in a banker’s box as the case progresses.

The Paper Chase The law profession remains a very paper-dependent industry. Computers play less of a starring role in the legal industry than in most other industries. Paper rules here because of the massive amount of crossreferencing that occurs, and because technology hasn’t been adopted in this industry as extensively as in others. There are several reasons for this behind-the-curve status, including huge concerns about the confidentiality of digital information handling and storage, regulations requiring paper copies, and the industry’s cautious approach to change. While more law firms are exploring digital means of information storage, an American Bar Association survey reports that less than half of attorneys (47%) have online storage available at their firms.

Storage strategies for law firms include: - Planning upper and lower storage with appropriate depth and width for legal papers, folders, and boxes - Providing open storage to provide visual cues and help workers prioritize and organize workload. (The firm’s back office image is less an issue today: external visitors are met in collaborative spaces and meeting rooms more often than in lawyers’ offices.)

- Preferring shelving over drawer solutions, to provide quick accessibility.

In addition, a law firm can be an extremely demanding workplace, and as more lawyers seek a better work/life balance, workplace planners should make it a priority to provide more personal and supportive workspaces.

Design strategies include: - Ergonomic task chairs for workers who often put in 12-hour days (upholstered backs not only add to the aesthetic but also prevent marring of the wood furniture often used in law firms) - Alternative posture options, in particular for paralegals and associates who often sit for long periods - Zones in the workstation for different work modes, from focused to collaborative - A means for controlling visual access and entry to the workspace, so workers can maintain information confidentiality - Providing for personal comfort, which can range from workspace storage for food or a change of clothes to space for family photos and professional artifacts

Midwest Commercial Interiors 987 S. West Temple • SLC, UT 84101 801•359•7681 •mwciutah.com

24

The Enterprise

July 16-22, 2012

July 16-22, 2012

The Enterprise

As the holidays approach, our minds are cluttered with the many upcoming things we have on our to-do lists. Likely included on that list is holiday gift shopping, decorating, traveling to visit friends and family, celebrating at the many gatherings you will be invited to, and the numerous other events and tasks that come along with the holidays. While many of these are fun things we look forward to, they are also time consuming and it is not long before the entire holiday schedule is completely booked up. However, if you are in a leadership role or own a business, you need to make sure you are reserving enough time to plan a very important holiday event your company holiday party.

Some business owners make the mistake of thinking that hosting a holiday party for their employees is not very important. After all, everyone else is just as busy as you are, would it not just be easier on everyone if they had one less thing to attend?

However, your employees likely view the yearly holiday party as your way of showing them that they are appreciated. Even if you try to appreciate your employees throughout the year in other ways, canceling this important event unfortunately sends the message that they donʼt matter enough to host one.

Your event doesnʼt have to be extravagant and it does not have to take hours upon hours to plan. To show your appreciation to your employees, you need to simply plan something where everyone will be able to gather and enjoy each otherʼs company.

Whether you plan to host a lavish or modest holiday party this year, keep these points in mind: Save the date NOW! It is very important that you plan your holiday party early for a number of reasons. First, you want to make sure you have the first choice of the locations, entertainment, and other professional services you want to use. Second, you want to give your staff plenty of time to get it onto their calendars and prepare for it. July through September is the perfect time to secure your space.

Be as generous as your budget allows. Employees have worked hard for you all year and they are looking for a show of appreciation. However, if your company has had a tough year, you might think about making the event more low-key - Your

employees might wonder why none of them got raises, and yet you hold a huge, extravagant, blow-out event at the end of the year. There is nothing wrong with planning a Holiday lunch during the week to show your appreciation; it doesnʼt always have to be an elaborate dinner and reception with spouses and all the bells and whistles.

You donʼt want to do all the work - you shouldnʼt have to! Hire a professional party planner - If you book your event in a hotel venue, they already have a professional party planner, trained and waiting to do all the work and to make you look really, really good - even at a weekday holiday appreciation lunch. The catering professionals at hotels also have vender connections already in place so you will never have to wonder who to hire for entertainment. Hotel professionals have already tried and tested the best of the best. You may also receive great discounts if you plan weekday verses weekend events.

Have enough food. A hungry stomach leads to a cranky employee. If there is one thing your guests will probably be talking about once the event is over, it will likely be the food! Depending on the number of guests you have, your location, and your budget, the food might come from a number of different sources. Make sure you chose your venue wisely, thinking of the needs of your guests.

Decide if you will have alcohol at the event - plan ahead and plan smart! Serving alcoholic beverages at a holiday event can be part of a memorable banquet and a perfect year-end celebration event. Professional catering managers can offer a variety of ideas and beverage menu suggestions that can include alcoholic or non-alcoholic beverages, such as “Mocktails”, that your guests can enjoy and remember long after the event. If you are providing alcoholic beverages at your event, consider booking your event in a hotel that will supply you with a discounted “holiday” rate for all your guests. Some companies could offer the rate for the employees to decide on their own if they would like to stay the night or drive home.

Make sure everyone is on the same page. When planning your party, make sure everyone is on the same page for what type of event it will be. For example, you will want guests to know if it will be a dressy or casual event. Also, make sure people know who is invited. For example, some company holiday parties are for employees only, while others encourage guests to bring a spouse or other guest, and still others are family-oriented with children welcome. This should either be stated on the invitations or be discussed within your company-wide meetings so that everyone is able to plan accordingly.

What will you do for fun? Sometimes you need a little spice during your event. We know these events can sometimes be a little dry; presenters can linger a bit too long, and things can get boring very quickly. Ask your party planner what other companies have done and are doing for their holiday events. They will know the “latest craze” to have a great time during your company event. Some ideas that may spark your interest are: live entertainment, dueling pianos, an improv show, “Trim the Tree” (and give it away to charity), casino night, karaoke, hypnosis show, magicians, multiple room entertainment (venture out of the ballroom), gift drawing, a bowling alley or Wii station, and donʼt forget the photo booth.

Take the time to recognize your employees. Remember, this isnʼt just about everyone having a good time. This party is being held for a reason: to thank your staff for all their hard work during the year. Shortly after the party begins, you should take time to get everyoneʼs attention and let them know how much their hard work and dedication has meant to you this year. If you have some statistics or facts (i.e. how much sales are up, that you were able to expand this year to a larger location, etc.) this is a great time to talk about it as your employees are the ones who helped make it happen.

In closing, have you ever thought outside the box and held a Reverse Holiday party in July? Who said we had to hold a holiday party in December when the weather is so cold. July is a time-honored mid-summer party favorite. In the summerʼs hottest month, people pretend that it is winter—complete with a gift exchange, a hearty meal, and holiday decorations. Or, why not turn the tables on this tradition with a beach-themed romp in the dead of winter? Beach Balls, Mojitos, everyoneʼs favorite Holiday with the Beach Boys music, and ample sunscreen are a must. Bikinis— considering this happens to be one of the all-time worst months for six-packs—are clearly optional. Just a thought…

25

26

The Enterprise

THE

UTAH’S BUSINESS JOURNAL

Why share?

Get your own copy!

Call To Subscribe 801-533-0556

July 16-22, 2012

SHAFER from page 22

there running in every direction.

I shouted: “We were told on the plane there would be someone here to help us and we need help!” A Delta gate agent (Luis Hernandez) offered: “I will try to help you.” He spent 25 minutes on the phone getting us on that last flight of the night to London, which was being delayed. Then he personally escorted us to the gate, where we boarded a bus for a trip to another terminal. We took off at 1:15 a.m. (six hours and 30 minutes after we had been originally scheduled to depart) and landed at 12:45 p.m. at Heathrow (five hours and 36 minutes after we were originally supposed to be there).

After getting our luggage, we were met by representatives of Princess Cruises and whisked, along with 15 other late arrivals from JFK, to the ship, which sailed within five minutes after we set foot onboard.

Whew!

But wait, there’s more!

We arrived back at Southampton at the very pier from whence the Titanic sailed just a little more than 100 years earlier. Hmmmm. If we had only known.

It was the day of the Ladies Final at Wimbledon. The Gentlemen’s Final was the next day and tickets were going for five to seven thousand pounds.

BOOKS from page 23

continent — mere milliseconds — they returned to their former profitability.

Some continue to argue that high-frequency trading is inherently risky, “that increasing the speed of trading is not only socially wasteful but dangerous.” But others view it as essential for increasing trade efficiency, and are simply building latency into their systems and putting pauses in their algorithms:

“[O]ptimizing delay — buy-

“Self,” I said, “we could go on at least three or four more cruises with that much money.” So we saw some live theatre whilst in London town, as well as a day at the British Museum. The shows were fantastic: “Sweeney Todd,” a Stephen Sondheim masterpiece, “The Lion King,” something my wife has been wanting to see for several years, and lots of fun, and “The War Horse,” a truly unique and wonderful production.

Oh, by the way, there are some seven-day cruises to lots of Scandinavian destinations this August — Royal Caribbean starting at $649, Holland America, $899 — if you want to cool off yourself. There’s a 14-day Celebrity with introductory pricing for $1,400 that goes to Iceland as well as many of the ports we visited in Norway.

We are still suffering from vacation and jetlag disorientation, but we are already discussing some possibilities with the money we saved by watching Andy Murray lose on a telly in a London pub while enjoying a dinner of fish and chips after a delightful afternoon of “The Lion King.”

Don Shafer has been hosting radio travel shows in Salt Lake City for more than a dozen years, and was taught everything he knows by travel experts he has interviewed.

Although some have called him “The Travel Doctor,” he holds a Ph.D. in a totally unrelated field, religion.

ing and selling only a few shares during the first few milliseconds, like the initial feint of a fencing duel, to test how other traders respond.”

But regardless of whether we’re talking about markets, sports, or warfare, the optimal instruction, according to Partnoy, is wait — not to delay action, but the decision to act. If you are quick enough in your execution, if only by milliseconds, you can give yourself more time to make the all-important decision to act, and that can make all the difference.

GAIN MARKET SHARE. LEARN HOW. Focus W UTAH

a sa t c h Fr o n t

W

801.533.0556 ext. 237 • www.slenterprise.com

27

The Enterprise

July 16-22, 2012 from page 5 eighth and prior to this year had its strongest showing at third. The three heaviest weighted categories in the study were cost of doing business, workforce and quality of life. The next two top categories were infrastructure and economy, the latter of which includes a state’s credit rating. Utah tends to lead the nation in all five categories and is one of only a few states to retain its AAA bond rating.

Other criteria measured include technology and innovation, business friendliness and cost of living.

EDUCATION/TRAINING • Steven M. Glover, profes-

sor and director of the Brigham Young University School of Accountancy in the Marriott School of Management, recently received two independent academic research funding grants from the Center for Audit Quality to create academic research articles.

The grants are intended to encourage collaboration between top academic scholars and global network

accounting firms to provide expert research on subjects CAQ deems important to enhancing the public trust in the capital markets.

business/rlf.htm.

FINANCE • Axiom Financial, a Sandy-

based full-service mortgage company, has appointed Caleb Jeppsen as its director of banking operations. He will oversee secondary marketing, closing, funding and post-closing operations.

Previously, Jeppsen was secondary marketing assistant manager at America First Credit Union and a sales consultant at American Express.

• Grow Utah Ventures announced iLights as the 2012 Grand Prize Winner of its Consumer Products “Concept to Company” contest. iLights was developed by Josh Wiscombe and Bret Millar and is a one-of-a-kind string of light bulbs that can be controlled using a smartphone app.

More than 512 different colors and patterns can be programmed for each individual bulb simultaneously. As the grand prize winner, iLights received $5,000 from the NorthFront Business Resource Center and SEED Weber-DavisMorgan. It also received $15,000

ENVIRONMENT • Salt Lake

City’s Community & Economic Development Department, in partnership with the Division of Sustainability, is accepting applications from local businesses for the Energy Efficiency Revolving Loan Fund (e2 RLF). The e2 RLF works in conjunction with incentive and rebate programs from Rocky Mountain Power and Questar Gas to provide Salt Lake City business owners with lowinterest loans between $5,000 and $35,000 to fund energy efficient equipment upgrades and building retrofits. The program is designed to be virtually cash flow neutral, as loan funds are paid back with the savings created by the efficiency upgrades. Businesses must be for-profit and in operation for a minimum of two years to be eligible. To apply for the loan and find more information visit: http:// www.slcclassic.com/slcgreen/e2/

of in-kind services from the major contest sponsors, including Grant Thornton (financial management services), Thorpe North and Western (IP legal services) and Bennett Tueller Johnson (general legal services). Roller Tools

by Kim Kimball and BreathEasy Infant Sleep System & Monitor

by Scott Miles were announced as the two runners up in the contest and each received $5,000 in cash and $5,000 in in-kind services and mentoring to further their businesses. OSS Roller Tools are a unique set of landscaping and gardening tools using wheels as a fulcrum point, which creates side to side stability and a greater ability to level, grade and move or spread materials evenly. BreathEasy Infant Sleep System & Monitor is an infant monitoring system that prevents conditions contributing to Sudden Infant Death Syndrome (SIDS). It monitors heartbeat and breathing while also providing fresh, filtered, temperature-controlled air directly to the sleeping surface.

• GPS Capital Markets, a South Jordan-based corporate

foreign exchange brokerage firm, will be expanding internationally and opening its first office outside of the United States, in London. This office will be home to GPS Capital Markets Ltd., the company’s U.K. subsidiary, and will operate as the primary client service center for companies throughout the European Union.

The company has expanded across the country by opening offices in Salt Lake City, Boston, Phoenix, Los Angeles and Dallas.

HEALTH CARE

• Two MountainStar hospitals in Utah achieved national recognition for achieving excellence in women’s health care.

Healthgrades recognized Ogden Regional Medical Center with the 2012 Maternity Care Excellence Award for the 10th year in a row (2003-2012). St. Mark’s Hospital earned the 2012 Women’s Health Excellence Award for the third consecutive year.

• Salt Lake City-based Sera Prognostics Inc., a women’s continued on next page

MEIER’S CATERING MENU BAR-B-QUE CHICKEN & RIB MENU Bar-B-Que Chicken Smothered in our special bar-b-que sauce

Fresh Cut Fruit Pasta Shrimp Salad Utah Corn on the Cob (seasonal) Cooked on site

Ice Cold Lemonade Bar-B-Que Boneless

Country Style Spare Ribs Baked Chuckwagon Beans Meier's Homemade Potato Salad Glazed Orange Rolls Brownie Sundae Brownie, vanilla ice cream, covered with deep rich chocolate sauce

Bar-B-Que Beef

Hamburger/Hot Dog

Hamburger/Grilled Chicken

Shredded bar-b-que beef on a bun

Meier's own quarter pound Hamburger w/all condiments Jumbo all Beef Franks Grilled on site

Meier's own quarter pound Hamburger w/all the condiments Marinated Chicken Breasts Grilled on site

Tri Tip Roast/Marinated

Chuckwagon-K-Bobs

Grilled Chicken Breast Grilled on site

Beef & Chicken-K-Bobs w/fresh vegetables Grilled on site

Dutch Oven Bar-B-Que Chicken/Ribs Potatoes Au Gratin Peach Cobbler Cooked in Dutch Ovens

Top Sirloin 10 oz. USDA Choice Top Sirloin Steak Baked Idaho Potato Grilled on site

Pork Back Ribs Smoked with Applewood Marinated Grilled Chicken Breast

Boneless Ribeye Steak 10 oz. USDA Choice Boneless Boneless Ribeye Steak Baked Idaho Potato Grilled on site

Call for complete menus and pricing: 278-4653

Complete Catering Service for 40-10,000 Western Chuckwagon Bar-B-Ques Company Picnics • Family Reunions Business Luncheons Open Houses • Dutch Oven Cookouts 801-278-4653 or 1-800-431-4655 www.meierscatering.com

28

The Enterprise

July 16-22, 2012 from previous page

Learn How to Hit a High, Soft Lob Shot Any Time You Need It

By Dave Pelz

Sooner or later you’ll face a shot where you must carry a bunker to a sloping green with very little room between the hazard and the pin. Only one shot can save your score here: the flop. Start out by using your most lofted wedge; aim left of the target and open the clubface. Play the ball in the middle of your stance, not forward as some people suggest. Moving the ball up only increases the likelihood that you’ll hit the ground before the ball.

Once you’re set, simply make the same wedge swing you’d use in a bunker. Keep the clubface open, slide it under the ball and swing to a full finish. The combination of an open clubface and a high finish gives the shot the high, soft trajectory it needs to carry the bunker but keep the ball from running too far down the slope.

I don’t want to say that the flop is easy — even though you hit it like a bunker shot, you don’t have the margin of error you’d typically get in the sand.

With a little practice, however, it’s a spectacular shot that’s attainable for all golfers.

Practicing the Flop

The flop shot requires a three-quarter backswing and a full finish. It works with any one of your wedges, and I suggest you practice this shot with each of them. Warning: If you practice this shot with a real ball, a poor swing can produce potentially harmful results.

However, if you use an almostGOLF ball, you can practice in your own backyard and minimize the risk (these spheres fly a third of the distance of real balls while giving you a realistic launch and flight, but because they’re lighter they can’t injure anyone).

Dave Pelz is an American golf coach, known for his expertise and published writing on the art of the short game, particularly putting. Pelz’s Short Game Bible was a New York Times national best-seller in 1999.

Pelz was named by Golf Digest magazine as one of the 25 most influential instructors of the 20th Century.

Pelz continues his research at the Pelz Golf Institute in Spicewood, Texas.

Eaglewood Golf Course Specializing in Corporate/Group Golf Outings and Events; Weddings, Food Services and Catering; Golf Instruction and Merchandising.

Eaglewood Golf Course is northern Utah’s premier corporate golf outing venue. Located just 10 minutes from downtown Salt Lake City, our perfectly manicured fairways and greens include stunning views of the valley and Great Salt Lake. Eaglewood’s service is second to none. We help make your tournament coordinator’s job easy from inception to conclusion. Our spectacular banquet hall seats up to 180 people, making it perfect for large tournaments, corporate parties, seminars, meetings, weddings or receptions. Whatever you needs, we have the complete package for your event.

1110 E. Eaglewood Dr. North Salt Lake, Ut 84054

Phone: 801-299-0088 Fax: 801-335-3217 Web: eaglewoodgolf.com

health company developing diagnostic tests for early prediction of preterm birth and other pregnancy complications, has appointed Sherree Frazier vice president of sales and marketing. Previously, Frazier served as senior director of molecular diagnostics and head of North American clinical sales at QIAGEN Inc.

• Great Basin Corp., a West Valley City-based molecular diagnostics company developing sample-to-result solutions, said a study published in the July issue of the Journal of Clinical Microbiology demonstrates its TB ID/R assay to be 96 percent accurate in detecting rifampin-resistant Mycobacterium tuberculosis (TB). The assay is currently under development to provide rapid diagnosis and drug susceptibility information for TB. More than 9.8 million cases of multidrugresistant Mycobacterium tuberculosis (MDR TB) are reported worldwide each year, and more than half of those previously treated experience repeat infections.

TB can be treated effectively if properly identified; however, mistreated or left untreated, can cause drug resistance and can be deadly.

Many sources suggest that the main contributor in the delay of TB treatment is poor sensitivity of diagnostic tests.

HUMAN RESOURCES

• For the 14th year, Utah’s Office of Work & Family Life is honoring the state’s best workplaces with the Utah Work/ Life Awards. The award measures how well companies create exceptional workplaces where employees and companies thrive simultaneously. All companies applying will receive an index score, highlighting their strengths in four categories: flexibility and benefits, whole life, workplace excellence and business and people success. To apply, visit http://jobs.utah.gov under “What’s New.” The deadline to register is Aug. 31.

INSURANCE • Mountain

America Insurance, a full-service independent insurance agency in South Jordan, has entered into a new partnership with Salt Lake Citybased Moreton & Co. to provide comprehensive commercial and health benefit insurance solutions to its business clients. The new partnership allows Mountain America Insurance to offer its business clients additional cost saving benefits and access to the significant market relationships of Moreton & Co.

• Intermountain Financial Group, the Utah agency of

Massachusetts Mutual Life Insurance Co., has hired Nick Morrell and Dennis Walker as financial services professionals. Morrell is a graduate of the University of Utah with a bachelor’s degree in finance. Walker is a graduate of LDS Business College and has a background in both educational and business consulting.

LAW

• Katherine E. Judd, an attorney at Clyde Snow & Sessions law firm in Salt Lake City, was recently appointed vice chair of an American Bar Association committee and reelected secretary of the Utah State Bar’s Young Lawyers Division. An active member of Clyde Snow’s Employment Law Group and the Young Lawyers Division, Judd was appointed to the ABA Young Lawyers Division as vice chair for the Committee on Labor & Employment Law. She will serve under the co-chairs as one of three vice chairs for the 2012-2013 term beginning in August and will participate in national conferences as well as the Touch 10,000 Program, a member-to-member outreach program designed to connect ABA YLD Ambassadors with new bar admittees.

• For the third consecutive year, Human Resource Executive magazine and online legal news and rankings site Lawdragon have named Michael Patrick O’Brien of Jones Waldo one of the nation’s 100 most powerful employment attorneys. And for the third year in a row, O’Brien was the only Utah attorney named to the list. The selection process included a year-long editorial research process and review of applications from hundreds of law firms across the country. O’Brien is a shareholder and former chair of the Litigation department at Jones Waldo, and he currently leads Jones Waldo’s Employment Law Practice Group.

MEDIA/MARKETING • Vérité, a digital com-

munications agency in Sandy, received a Best of Industry Mobile App Award from The Web Marketing Association. The MobileWebAwards Competition is produced by the Web Marketing Association to honor excellence in mobile websites and apps, recognize the individuals and organizations responsible and showcase the best in award winning mobile development. The award was given in the Medical Equipment category. The Bard Access iOS app provides health care professionals portable, on-demand access to a wide selection of medical devices via a mobile app interface.

• Jakob Marketing Partners, an advertising agency in Holladay, has won four Aster Awards honoring marketing campaigns focused on health care organizations. Jakob received awards for its work with Lucky Dog Communications (GOLD — Life in Motion 2012 Calendar), Lucky Dog Communications (GOLD — Imagine Health Wise App Card), Provo Canyon Behavioral Hospital (GOLD — PCBH Website), and Cottonwood Treatment Center (SILVER — Cottonwood Treatment Center Brochure). The awards are hosted

by Creative Images Inc., an internationally recognized firm specializing in strategic health care marketing.

NATURAL RESOURCES • Alton Coal Development

has been named “Safe Operator of the Year – Surface Coal Mine” by the State of Utah Labor Commission and the Office of Coal Mine Safety. The award recognizes the employees of the Coal Hollow Mine, located on private property in Kane County, for its surface coal mine safety record. In addition to being the Safe Operator of the Year, Alton’s coal yard and maintenance and repair division were each awarded a zero frequency certificate.

REAL ESTATE • Coldwell

29

The Enterprise

July 16-22, 2012

Banker Residential Brokerage has hired Nina McGee as its relocation manager. Most recently, McGee was chief executive officer of Keller Williams Salt Lake City since 2005. Prior to that, she served as

vice president of corporate relocation for Prudential Prestige Real Estate in Salt Lake City for eight years.

RESTAURANTS

• The American Institute of Architects (AIA) has presented Talisker on Main restaurant, Park City, with one of four Jury Awards in the Eighth Annual AIA Restaurant Design Awards.

Talisker on Main joined Mario Batali’s La Birreria in New York, plus A-Frame and Beachwood Café (both of Los Angeles) as the award winners. The nominees were judged on function, ambience and visual impact by the 2012 jury.

• The St. Regis Deer Valley has appointed new director of food and beverage. Kevin P. Hines joins the luxury hotel with more than 20 years of experience in food and beverage operations at several of the country’s leading ski resorts, luxury beach resorts and convention centers. Hines, considered an expert in wine and spirits, will be responsible for the acclaimed Jean-Georges Vongerichten J&G Grill, the 10,000 bottle The St. Regis Wine Vault and all catering and banquet operations. Hines comes to The St. Regis Deer Valley from Southern Wine and Spirits in Orange County, Calif., where he was a hotel and restaurant specialist.

RETAIL • Bethany Oglesby, flo-

ral specialist for Smith’s Food & Drug Stores, and Marsha Gilford, vice president of public affairs, have been selected as “Top Women in Grocery” by

Progressive Grocer magazine for 2012. Progressive Grocer, a leading grocery industry publication, called for nominations across the country of females who are exemplary representatives in the grocery industry. The 204 finalists were selected from hundreds of nominations of women who demonstrate outstanding leadership, wield influence and show strong involvement in the community.

Oglesby and Gilford are two of 41 Kroger employees selected to be among the finalists to receive this recognition.

the Presiding Bishopric of the TRAVEL & TOURISM • Visit Salt Lake (formerly LDS Church. During 17 years of the Salt Lake Convention & Visitors Bureau) bestowed its highest honor, the Tourism Achievement Award, to Bishop H. David Burton of The Church of Jesus Christ of Latter-day Saints during its second quarter board of trustees meeting. Burton played a critical role in the City Creek project’s positive impact on the downtown core of Salt Lake.

Burton was recently released from

service as Presiding Bishop of The LDS Church, Burton distinguished himself as both a church leader and a community builder. Among his many responsibilities, he directed the LDS Church’s global welfare and humanitarian programs. He also oversaw worldwide real estate, meetinghouse construction and facilities management, including LDS Church headquarters facilities in Salt Lake City.

SERVICES

• Advantage Letters, a South Salt Lake company specializing in LED, neon, illuminated and 3D signage, has been sold to Universal Sign Co., also of South Salt Lake. Advantage and its four employees now do business under the Universal umbrella. Universal has between 10 and 12 employees, depending on the season. Universal has been in business for 30 years.

Advantage was 16 years old.

TRANSPORTATION • England Logistics, Salt

Lake City, one of the nation’s top third-party logistics (3PL) providers and freight brokerage firms, was chosen by Food Logistics, the only publication dedicated exclusively to the food and beverage supply chain, as a Top Green Provider for 2012. The Top Green Providers list was created to recognize companies in the food and beverage sector that have embraced sustainability practices as central to their operations.

Your drivers. Our training. Real results.

The Highway Safety School at Miller Motorsports Park.

HIGH W SCHO AY SAFET Y OL

23 7

You take care of Business.

We’ll take care of the plants.

T W EN TURN T Y-THRE E SE V E S A WE N DAYS EK

Interior plant maintenance.

Guaranteed.

MillerMotorsportsPark.com // 435-277-RACE (7223)

Draper location: 12252 S. 1325 E. 801-676-0935 Salt Lake location: 2735 S. 2000 E. 801-485-2542 cactusandtropicals.com

30

The Enterprise

July 16-22, 2012

• Calendar • • July 17, 11:45 a.m.-1:15 p.m.: Association for Corporate Growth CFO Roundtable.

Presenters will be Jay Edgington, vice president, business advisory services, Contango Capital Advisors/Zions Wealth Advisors; and Shafique Janmohamed, senior vice president, Zions First National Bank, Corporate Banking. Location is Zions Bank, 1 S. Main St., Salt Lake City.

RSVPs are needed by July 16.

For more information, visit www. acg.org/utah, or Bill Gibbons at billgibbons@waterford.org or (801) 349-2209 or Linda Blake at linda@acgutah.org or (801) 3598613.

• July 18, 3-5 p.m.: Utah Technology Council CEO P2P Forum titled “Building Effective Strategic Partnerships.”

Speaker Will West will share his experiences with developing strategic partnerships and will explain what to look for and what to avoid in leveraging and

maximizing external relationships that will lead to new business development and collaborative initiatives. The event is reserved for CEOs of UTC technology member companies with more than 10 employees. Location is Jones Waldo Holbrook & McDonough, 170 S. Main St., Suite 1200, Salt Lake City. Details are at utahtech. org or (801) 568-3500.

• July 19, 11:30 a.m.-1 p.m.: Sandy Area Chamber of Commerce Advocacy Lunch and Discussion. Guest speaker Rich McKeown, president and CEO of Leavitt Partners, will discuss the impact of the Supreme Court ruling on healthcare and how it will affect businesses. Location is Salt Lake Community CollegeMiller Free Enterprise Center, 9750 S. 300 W., Room 223, Sandy.

Cost is $10. For more information visit sandychamber.com or contact Jevine at (801)566.0344.

• July 26, 8-9:30 a.m.: Utah Technology Council Exec

P2P Forum titled “Encourage Employees to Make Healthy Lifestyle Changes and Promote Overall Health in your Workplace.” Speaker Cammie Cable, vice president of Clearlink, will share their experiences on implementing a 360 Fit Wellness program and why they chose to have a wellness program that is participation-based. The event is reserved for human resource executives from UTC member companies. Location is Ballard Spahr LLP, 201 S. Main St., Suite 800, Salt Lake City. Details are at utahtech.org or (801) 568-3500.

• Aug. 7, 8:30 a.m.-1 p.m.: International business roundtable, expansion open house and cultural celebration presented by language translation company MultiLing. Location is the Zions Bank Financial Center, 180 N. University Ave., eighth floor, Provo. Activities begin with light breakfast at 8:30 a.m.

Roundtable at 9 a.m. features

Jeff Allen, director of product marketing for Adobe; Alan Melby, professor at Brigham Young University and a member of the board of directors of the American Translation Association; Quinn Sutton, general manager over Latin America and the Caribbean for Certiport; Franz Kolb, regional director for the Governor’s Office of Economic Development; and Brick Power, shareholder and intellectual property attorney at Durham Jones & Pinegar.

Ribbon-cutting ceremony takes place on the sixth floor at 10:30 a.m. featuring Michael Sneddon, president and chief executive officer of MultiLing, and members of the Utah Valley Chamber of Commerce. Tours of the new offices will be available after the ceremony. A free multicultural lunch and celebration takes place from 11 a.m. to 1 p.m. MultiLing moved its headquarters to the building and will occupy two floors after being at the Wells

Fargo building a block away.

Founded in 1988, MultiLing specializes in translating for the patent, information technology, chemical, medical technology, biotechnology and automotive industries.

• Aug. 23, 11:30 a.m.-1:15 p.m.: Joint luncheon of the Utah Technology Council, MountainWest Capital Network, Utah Valley Entrepreneurial Forum and the Wayne Brown Institute. Keynote speaker will be Timothy R. Clark, founder and chairman of TRClark LLC, which guides organizations in strategy, large-scale change and transformation, executive development and employee engagement. Clark will discuss “Does Your Company Need Managers — or Leaders?”

Location is the Thanksgiving Point Institute, 3003 N. Thanksgiving Way, Garden Room, Lehi. Cost is $40. Details are at utahtech.org or (801) 568-3500.

July 16-22, 2012

31

The Enterprise

Jobs versus net jobs

One of the reasons for the But of course restriction of popularity of political rhetoric is competition from lower-priced that everybody can be right, in imported steel made steel more terms of their own rhetoric, no expensive to American producmatter how much the rhetoric of ers of products containing steel. one side contradicts the Therefore the price of rhetoric of the other side. these products rose,

President Obama conmaking them less in stantly repeats how many demand at these higher millions of jobs have been prices, causing losses of created during his adminsales at home and in the istration, while his critworld market.

The bottom ics constantly repeat how Thomas line is that, while 5,000 many millions of jobs have Sowell jobs were saved in the been lost during his adminAmerican steel industry, istration. How can both of them be right — or, at least, how 26,000 jobs were lost in American can they both get away with what industries that produced products made of steel. On net balance, the they are saying?

There are jobs and there are country lost jobs by restricting the net jobs. This is true not only importation of steel. today but has been true in years None of this was peculiar past. to the steel industry. Restrictions

Back during the 1980s, when on the importation of sugar are there were huge losses of jobs in estimated to have cost three times the steel industry, the government as many jobs in the confection restricted the importation of for- industry as they saved in the sugar eign steel. It has been estimated industry. The artificially high price that this saved 5,000 jobs in the of sugar in the United States led American steel industry. some American producers of con-

fections to relocate to Mexico and Canada, where the price of sugar is lower.

There is no free lunch in the job market, any more than there is anywhere else. The government can always create particular jobs or save particular jobs, but that does not mean that it is a net creation of jobs or a net saving of jobs.

The government can create a million jobs tomorrow, just by hiring that many people. But where does the government get the money to pay those people? From the private economy — which loses the money that the government gains.

With less money in the private sector, the loss of jobs there can easily exceed the million jobs created in the government or in industries subsidized by the government. The Obama administration’s creation of “green jobs” has turned out to cost far more money per job than the cost of creating a job in the private sector.

In addition to reducing jobs

in the private sector by taking money out of the private sector to pay for government-subsidized jobs, the Obama administration has made businesses reluctant to hire because of the huge uncertainties it has created for businesses as regards the cost of adding employees. With thousands of regulations still being written to implement ObamaCare, no one knows how much this will add to the cost of hiring new employees.

In the face of this economic uncertainty, even businesses that have an increased demand for their products can meet that demand by working their existing employees overtime, instead of adding new employees. Many employers hire temporary workers, who are not legally entitled to benefits such as health insurance, and who will therefore not be affected by the cost of ObamaCare.

When President Obama boasts of the number of jobs created during his administration, the numbers he cites may be correct, but he doesn’t count the other jobs

that were lost during his administration. His critics cite the latter.

Both can claim to be right because they are talking about different things.

What has been the net effect?

During this administration, the proportion of the working age population that has a job has fallen to the lowest level in decades. The official unemployment rate does not count the millions of people who have simply given up looking for a job.

If everybody gave up looking for a job, the official unemployment rate would fall to zero. But that would hardly mean that the problem was solved or that the “stimulus” worked. Creating particular jobs does not mean a net increase in jobs.

Thomas Sowell is a senior fellow at the Hoover Institution, Stanford University, Stanford, CA 94305.

Copyright 2012 Creators.com

TRIM: 10.25”

Only in Utah

Only from Humana

White Rim Trail

HumanaVitalitySM

TRIM: 13.5”

Only when people feel their best can they perform their best.

You can inspire your employees to embrace and actively work toward a healthier life. Starting today.

Introducing HumanaVitality, a groundbreaking wellness program that helps boost energy, push productivity, and breathe new life into the Utah work force.

Unlike other programs, HumanaVitality is based on proven research. It rewards the healthy choices its members make. It’s tailored to each member’s health status and lifestyle, so it can support people better in working toward their goals – and reward them better when they achieve them. Big or small, each positive change earns Vitality Bucks ®, which can buy the things people really want.

HumanaVitality is a fun, straightforward, and engaging healthcare benefit for your company. Give your people the right resources to be healthier, and you’ll see a healthier bottom line.

Start the change today. Go to HumanaVitality.com or call 801-256-6200 or 1-800-884-8328.

SM

The results were compiled using Vitality’s global experience. They are not a guarantee of future results for HumanaVitality.

Humana Health Benefit Plans are insured by Humana Insurance Company.

GCHH6RXHH

ENTERPRISE 10.25”x13.5”