Governance & owner agreements
Operating, shareholder, partnership, voting, buy-sell, and related arrangements that establish rights and decision rules.
Utah business & transactional law
Business counsel for the company you are building.
Mountain State Attorneys helps Utah owners, executives, and organizations structure relationships, negotiate agreements, manage risk, and move important transactions forward.
A comfortable place to begin
Let’s talk about what you need.
You don’t need to have it all figured out. A general idea of what’s happening is enough to start a conversation.
Request a free consultation
Joshua R. KotterFounder & managing partner · JD, MBAMeet the attorney
- Is the first consultation free?
- Yes. Your initial consultation is free, with no obligation to hire the firm.
- Who will get back to me?
- A firm attorney generally responds first, so you can begin with someone who understands legal questions.
- How soon should I hear back?
- Usually the same business day, during our office hours: Monday–Friday, 9 a.m.–5 p.m. Mountain Time. Response times can vary.
- Can we speak by phone or Zoom?
- Yes. Telephone and Zoom consultations are available, so you can speak with us without coming to the office.
- When will I know the legal fees?
- We explain legal fees before you hire our firm, so you can make an informed decision.
- What should I have ready?
- Just a brief overview and any urgent dates you know about. You don’t need a polished explanation. Save detailed sensitive information for your conversation with an attorney.
Counsel connected to the enterprise
The document is only one layer of the deal.
A sound contract or entity structure should do more than look complete. It should reflect how the business actually operates, allocate risk in understandable terms, create useful decision rules, and remain workable when circumstances change.
Mountain State Attorneys begins with the commercial objective: what the client is trying to build, buy, sell, protect, or resolve. From there, we identify the legal structure, negotiate the material terms, and help turn the agreement into an executable business arrangement.
Joshua R. Kotter's background as a former general counsel and healthcare executive informs a practical approach to business advice. Legal analysis matters, but so do timing, operations, relationships, financing, and the people responsible for carrying the decision forward.
Business counsel
Support across the business lifecycle.
From an early operating agreement to a major transition, the work should be matched to the company's stage, objectives, and real-world constraints.
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Entity formation & structure
Selection and formation of an appropriate entity, with attention to ownership, management, liability, growth, and transition.
Explore this serviceCommercial contracts
Drafting, review, and negotiation of agreements for services, vendors, customers, licensing, confidentiality, and other operations.
Explore this service 04Mergers & acquisitions
Counsel for the purchase or sale of a business, from preliminary terms and diligence through definitive documents and closing.
Explore this serviceStrategic transactions
Joint ventures, restructurings, asset transfers, financing-related arrangements, and other transactions shaped around a defined objective.
Risk & compliance decisions
Practical assessment of contractual, governance, regulatory, operational, and dispute risk in significant business choices.
Executive & general-counsel perspective
Issue-spotting and decision support informed by experience inside an operating organization, not solely outside a transaction.
Explore this serviceDissolution & business transitions
Planning for owner departures, winding down, succession, or other changes that require careful allocation of rights and obligations.
From objective to execution
Structure the deal around how the business works.
The best legal terms are the ones the client understands, can implement, and can rely on when the relationship is tested.
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Understand the business
Clarify the commercial objective, operating context, participants, timing, leverage, constraints, and definition of success.
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Choose the structure
Identify the legal form, allocation of rights, risk controls, approvals, diligence, and material terms needed to support the objective.
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Negotiate and document
Turn priorities into precise, usable language while resolving ambiguity and focusing negotiation on terms that matter.
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Close and carry forward
Coordinate execution, closing requirements, implementation, and the follow-through needed after the agreement is signed.
Business law questions
Practical answers before the next commitment.
These answers provide general information. Advice for a particular matter depends on its facts, timing, and governing law.
When should a business involve legal counsel?
Ideally before the material terms are fixed or a commitment is made. Early advice can improve structure and leverage; late review may be limited to identifying risks in a deal the parties already feel obligated to complete.
Can I use a standard online contract?
A form can be a starting point, but it may not reflect the transaction, Utah law, the allocation of risk, or how the parties will operate. The more important the relationship, the more important it is to adapt the document to the actual deal.
What should an owner agreement address?
Common issues include ownership, contributions, authority, voting, compensation, distributions, transfer restrictions, departures, deadlock, confidentiality, dispute procedures, and what happens upon death, disability, or sale.
What does legal due diligence examine in a business acquisition?
The scope varies, but may include formation and ownership, contracts, assets, liabilities, disputes, employees, intellectual property, real estate, compliance, consents, and facts that affect price, risk, or closing conditions.
What makes a contract easier to enforce and operate?
Clear duties, objective standards, realistic timelines, defined payment and approval mechanics, sensible remedies, change procedures, and language that the people administering the relationship can understand.
Can business planning reduce future litigation?
It cannot eliminate every dispute, but clear authority, ownership rules, documentation, escalation procedures, and aligned expectations can prevent ambiguity and improve the options available when disagreement occurs.
Authority and maintenance
Reviewed, sourced, and kept current.
This page provides general information. The authorities that control a particular matter depend on its facts, date, forum, and jurisdiction.
- Written by
- Joshua R. Kotter
- Attorney review
- Joshua R. Kotter
- Last reviewed
- September 4, 2026
- Next scheduled review
- March 4, 2027, or sooner if controlling law changes
- Jurisdictional scope
- Utah and applicable federal law
Start with a confidential conversation
Bring legal strategy into the business decision early.
Tell us what the organization is trying to accomplish, where the transaction stands, and which risks matter most. We will help turn that objective into a workable legal path.
Begin confidential intake Call or text (801) 770-4323