Business Law

A business lawyer helps clients form and operate a business.  Our business lawyers not only draft organizational documents required to form and operate businesses, we are also trusted legal advisors to our business clients—we provide legal insight and guidance to help clients make business decisions in compliance with ever-changing laws.

Practice Profile

Business Law, for both domestic and international business interests.

Our business lawyers have represented clients with business interests in Idaho, nationally and internationally, in modestly priced transactions and in transactions valued at hundreds of millions of dollars.  We are involved in the development of legislation affecting business so that we are in front of the changing business climate.  We are lawyers with unsurpassed depth and breadth in business law, including:

  • Entity Selection and Formation:  We have expertise in the formation of business entities, including corporations, limited liability companies, partnerships, joint ventures, limited partnerships, limited liability partnerships, and limited liability limited partnerships, and have the knowledge to advise which form of entity best suits a client’s needs.
  • Governance:  Our lawyers and legal assistants are experienced in the preparation and maintenance of minutes and other authorizations for entity action, the conduct of shareholder, partner and member meetings, the use of proxies, director selection and training, required annual reporting, and the development of conflicts of interest, ethics, and governance policies and procedures.
  • Mergers and Acquisitions:  We have years of experience in negotiation, documentation, and closing of stock purchase and sale agreements, asset purchase and sale agreements, merger agreements, and buy-sell agreements.
  • Finance:  Our lawyers have expertise in negotiating and drafting hedging agreements covering interest rate and commodity risk (including ISDA documents), term loan agreements, revolving loan agreements, construction loan agreements, take-out loans, non-recourse loans, conduit loans, project finance, leveraged leases, synthetic leases, operating leases, and capital equipment leases.
  • Contracts, Leases, and Intellectual Property:  We assist clients with all manner of agreements affecting businesses—joint development agreements, license agreements, purchase agreements, vendor agreements, supply agreements, output agreements, office leases, restaurant leases, retail leases, construction agreements (such as AIA documents), and the like, as well as trademark filings and copyright notices.
  • Charities and Non-profits:  Our lawyers are experienced in forming non-profit corporations, drafting all necessary organizational documents including articles and bylaws, filing for 501(3) and other non-profit status under the Internal Revenue Code, and handling matters involving tax exemptions under state and federal law.  We are familiar with the increased scrutiny given 501(c)(3) organizations, as embodied in the IRS Regulations and Guidance, and frequently assist clients with these as well as other matters related to running a non-profit enterprise.

Several Moffatt Thomas lawyers have served as directors, in-house counsel and corporate secretaries, giving us exceptional understanding of the relationship between a business and its counsel, and of a business’s expectations for its counsel.

At Moffatt Thomas, your business is our business, and we dedicate ourselves to its success.

International Business Resources:

Idaho Department of Commerce, International Trade

International Exporters Resource Guide, State of Idaho Department of Commerce


  • Negotiated terms for the Schedules, Credit Support Annexes, and other documents related to International Swap Dealers Association Master Agreements to support hedging of commodities risk (such as natural gas, diesel fuel, and cooking oils), interest rate risk, and foreign exchange risk; negotiated related master netting agreements and novation agreements and advise on swap provisions of Dodd-Frank and related regulations.
  • On behalf of a borrower and business operator, negotiated, documented, and closed $350 million+ syndicated revolving credit agreement with domestic and foreign currency tranches, swing line, and letter of credit facility.
  • On behalf of a borrower and business operator, negotiated, documented, and closed $200 million+ syndicated term loan.
  • On behalf of a borrower and business operator, negotiated, documented, and closed $200 million+ participated term loan.
  • Represented a sporting goods manufacturer in connection with acquisitions of competitive and accretive businesses.
  • On behalf of an issuer, negotiated, documented, and closed Note Purchase Agreements for private placements of senior unsecured notes.
  • Assisted physicians with purchase of equity interests in physician-owned ambulatory surgical center.
  • Oversaw purchase of car dealership, with transfer of manufacturer’s dealership agreement to new owner.
  • Assisted manufacturer in obtaining tax exemption incentives from county.
  • Resolved partnership dispute regarding ownership of farm and ranch properties.
  • Organized buyout of member of entity owning large ranch property.
  • Directed tax increment financing efforts of Idaho urban renewal district.
  • Prepared documents for trucking brokerage and leasing arrangements.


C Clayton Gill

Moffatt Thomas Attorney Clay Gill: Boise Clients Secure Jury Verdict and Arbitration Award Exceeding $10 Million

Moffatt Thomas attorney C. Clayton Gill and paralegals Leni Patton and Maria Gamboa played meaningful roles in helping their clients Roger Thurston and Dawn Teply secure a jury verdict and arbitration award that collectively exceed $10 million.

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Chirstine E Nicholas

Christine Nicholas, Moffatt Thomas, Presents on Business Formation at Zions Bank Business Resource Center

Starting and running a business is exciting….and a little scary. You will have opportunities to pursue, challenges to overcome, and a myriad of decisions to make. What can you do right now to protect yourself and the company you are building?

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2016 Idaho Employment Law Conference SHRM, presented by the Idaho State Council of SHRM and Moffatt Thomas

The Idaho State Council of SHRM and Idaho law firm, Moffatt Thomas, present the 2016 Idaho Employment Law Conference on Thursday September 29, 2016 and Friday, September 30, 2016.

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Boise Angel Alliance to hear from Moffatt Thomas on the Implications of the JOBS Act.

Moffatt Thomas and Boise Angel Alliance team up for he presentation, "Implications of the JOBS Act"

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Moffatt Thomas Presents “Domestic and International Data Privacy Laws”

Moffatt Thomas and the Association of Corporate Counsel Mountain West Chapter present "Domestic and International Data Privacy Laws," a webinar on August 12, 2014.

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“Discovery of Electronically Stored Information” an ACC Webinar Presented by Moffatt Thomas – May 12, 2015

Moffatt Thomas attorney, Tyler Anderson, and IT Manager, Marshall Major, will present legal aspects and technology tips for advancing and responding to eDiscovery, asking attendees to pose the question, "What Would the Judge Want?"

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Moffatt Thomas sponsors “Free Trade Agreements-What They Are and How They Work” with Idaho State Bar

Moffatt Thomas is the title sponsor for the April 29, 2015 conference presented by the International Law Section of the Idaho State Bar, titled, "Free Trade Agreements-What They Are and How They Work."

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Chirstine E Nicholas

ABC’s of Contracts for the International Sale of Goods, a presentation to the International Law Society of Concordia University School of Law, presented by Christine E. Nicholas

"The ABC's of Contracts for the International Sale of Goods," a seminar for the International Law Society of Concordia University School of Law to be led by Moffatt Thomas attorney, Christine E. Nicholas, on Friday, March 13, 2015.

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“Technology & Innovation in the Boise Valley” Moffatt Thomas sponsors 2015 Economic Summit.

"Technology & Innovation in the Boise Valley." Moffatt Thomas is a proud sponsor of the Boise Chamber's 2015 Economic Summit.

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C. Clayton Gill presents “Startup 101” at Boise Startup Week

Moffatt Thomas attorney Clay Gill kicks off Boise Startup Week with "Startup 101: Understanding and Navigating the Risks of a Startup Company," October 11, 2016.

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Idaho Law Firm, Moffatt Thomas, Ranked Among the Nation’s 2016 “Best Law Firms” by U.S. News

Moffatt Thomas has been named one of the nation’s “Best Law Firms” for 2016 from the publishers of U.S. News […]

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Moffatt Thomas attorneys were recently selected by their peers for inclusion in Best Lawyers in America© 2016.

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Moffatt Thomas Attorneys Named By Best Lawyers® 2015

Eleven Moffatt Thomas attorneys were recently selected by their peers for inclusion in Best Lawyers in America© 2015 (copyright by Woodward/White, Inc., Aiken, SC), for their accomplishments in the fields of commercial litigation, banking and finance law and litigation, environmental law, bankruptcy and creditor rights, construction litigation, corporate governance law, employment law-management, insurance defense, medical malpractice law, professional malpractice defense, personal injury defense, mergers and acquisitions law, mining law, and real estate law.

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Moffatt Thomas Earns Top Honors for Employment & Labor Law from Chambers & Partners 2015

Idaho law firm, Moffatt Thomas earned top-tier honors for its Employment and Labor Law practice in the latest guide produced by Chambers USA, America’s Leading Lawyers for Business. In addition to earning top-tier recognition in Employment and Labor Law, Moffatt Thomas was listed as a leading firm in four additional categories: (1) Bankruptcy/Restructuring, (2) Corporate/Commercial, (3) Litigation:- General Commercial, and (4) Natural Resources and Environment.

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Moffatt Thomas Sponsors the Association of Corporate Counsel Mountain West Chapter 2014 CLE Series

Moffatt Thomas is the underwriting sponsor for the Association of Corporate Counsel Mountain West Chapter 2014 CLE Series.  As CLE […]

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Moffatt Thomas Named 2014 “Best Law Firm” by Best Lawyers

Moffatt Thomas is ranked Tier 1 in Best Lawyers 2014 publication for the practices of Commercial Litigation, Corporate Law, Employment […]

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Moffatt Thomas Partners Selected as 2014 Best Lawyers of the Year

Congratulations to Moffatt Thomas’s attorneys who have been recognized by Best Lawyers as the Best Lawyer Of The Year in their […]

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Moffatt Thomas Sponsors CEO Speaker Series with Guest Speaker, Cindi Bigelow, Bigelow Tea

Moffatt Thomas sponsors CEO Speaker Series, Cindi Bigelow, Bigelow Tea, on January 21, 2015

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“An Update on the LGBT Front and Its Impact on Employers” Idaho Department of Labor Employer Workshop led by Moffatt Thomas attorney, C. Clayton Gill.

Moffatt Thomas attorney, C. Clayton Gill, presented an employer seminar titled, “An Update on the LGBT Front and Its Impact on Employers” at the Idaho Department of Labor, Canyon County Employer Association meeting in Caldwell on September 17, 2015.

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Choice of Business Entity: Risks and Benefits (or, “I Might be Liable for What!?!”)

Choice of Business Entity: Risks and Benefits (or, “I Might be Liable for What!?!”), by Christine E. Nicholas Download PDF

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C Clayton Gill

Minority Shareholder Oppression – an Equitable Remedy for a Wrongfully Terminated Owner in a Closely Held Company – C. Clayton Gill

Terminating the employment of a minority shareholder without just cause may result in unintended and significant cash flow consequences for majority shareholders. This article will address a new equitable cause of action, minority shareholder oppression, and how to avoid claims for minority shareholder oppression through carefully drafted agreements. Written by C. Clayton Gill, Moffatt Thomas. Published in the Idaho State Bar periodical, The Advocate, May 2017.

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Benjamin C Ritchie


In the highly contested election of November 2016, legalizing marijuana was one of the only issues that many Americans were able to agree on. California, Nevada, Arizona, and Massachusetts all had ballot measures legalizing recreational marijuana in certain amounts. Only the measure in Arizona failed to pass.

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C Clayton Gill

Idaho Start-Ups: Things to Consider When Starting Up a Company – A Lawyer’s Perspective, C. Clayton Gill

“Things to Consider When Starting Up a Company in Idaho – A Lawyer’s Perspective,” by C. Clayton Gill. Excerpt: […]

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THE TIE THAT BINDS: Covenants and Equitable Servitudes, Christine E. Nicholas

Common in contemporary land development practice in the United States, a covenant typically refers to restrictions created in contracts, like deeds of conveyance. “Covenants, conditions, and restrictions,” commonly abbreviated “CC&Rs” or “CCRs,” are a system of covenants affecting all of the lots in a common subdivision, whether a residential subdivision or a commercial subdivision.

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Larry C Hunter

“Reflections on Volunteer Service,” by Larry C. Hunter, Moffatt Thomas

The power of many rather than the power of one is most often the way in which we can change the world.

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Jamie K Moon

New OSHA Online Reporting Rule Sparks Debate in High-Risk Industries, Jamie K. Moon

On May 30, OSHA issued a final rule regarding reporting requirements for qualifying industries. The new rule (to be codified at 29 C.F.R. Part 1904) requires certain companies to report workplace injuries and illnesses data online to OSHA. This includes companies in the manufacturing, construction, trucking and farming industries, which are considered high-risk industries where workplace injuries and illnesses are typically more prevalent.

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The ABC’s of the CISG (Contracts for the International Sale of Goods)

Moffatt Thomas attorney Christine Nicholas, Compares the UN Convention on Contracts for the International Sale of Goods to UCC Article 2.

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Entering New Markets – from Commercializing to Internationalizing – November 2011

Entering New Markets – from Commercializing to Internationalizing, by Christine E. Nicholas Download PDF

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Mindy M Muller

EEOC opens the door to employer-sponsored wellness programs, by Mindy (Willman) Muller

The EEOC's proposed rule on employer-sponsored wellness plans is not yet final, and the public now has an opportunity to comment on the rules….Comments on the proposed rules must be received by the EEOC on or before June 19, 2015.

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Patricia M Olsson

Electronic Device Work-Place Policies: One Size Does Not Fit All

Electronic Device Work-Place Policies: One Size Does Not Fit All, by Patricia M. Olsson Presented at 2014 Idaho SHRM Conference […]

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Jetta H Mathews


Moffatt Thomas attorney, Jetta H. Mathews, discussed the complexities of the Argentine debt dispute during a presentation to the International Law Section of the Idaho State Bar. “Republic of Argentina v. NML Capital Ltd., 134 S. Ct. 2250 (2014)”

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