Stock Sale vs. Asset Sale in Minnesota
One of the first questions in any business sale is a structural one: is the buyer purchasing the company itself, or just its assets? The answer drives the tax bill, the liability exposure, and the …
READ MORE →One of the first questions in any business sale is a structural one: is the buyer purchasing the company itself, or just its assets? The answer drives the tax bill, the liability exposure, and the …
READ MORE →Letting another company use your brand name can be one of the most profitable things you do with it, or it can quietly cost you the mark entirely. A trademark license lets a licensee use your name, …
READ MORE →Most Minnesota business owners assume that if they pay someone to build software, design a logo, or write marketing copy, the result belongs to the company. For an employee’s work, that assumption is …
READ MORE →Choosing a business or product name feels like a branding decision, and it is, but it is also a legal decision you make once and largely cannot undo. Some names are strong trademarks the moment you …
READ MORE →When you sell your Minnesota business with an earnout, you agree to take part of the price later, contingent on the business hitting performance targets after you no longer run it. That structure can …
READ MORE →When a commercial real estate deal in Minnesota falls apart, the fight often turns on a contingency: a condition the parties wrote into the purchase agreement that one side now reads differently. …
READ MORE →Minnesota now has a comprehensive consumer privacy law, and as of 2026 it is being actively enforced. The Minnesota Consumer Data Privacy Act, codified at Minn. Stat. § 325M.10 through § 325M.21, took …
READ MORE →Raising capital for your business almost always means selling a security, and federal law treats every security offering as something that must be registered with the Securities and Exchange …
READ MORE →When a departing employee walks out with your customer database or a vendor starts selling a process you spent years refining, the practical question is not whether the law disapproves. It is how fast …
READ MORE →When a customer will not pay an invoice, a partner walks off with company property, or a vendor breaches a contract, the first real decision is not whether you have a claim. It is whether to spend …
READ MORE →When a competitor ends up with your pricing model, your customer database, or your manufacturing process, the first question a Minnesota court asks is not whether the information was stolen. It is …
READ MORE →When you buy or sell a Minnesota business through an asset purchase agreement, the representations and warranties section is where the real risk allocation happens. Representations and warranties are …
READ MORE →When a Minnesota business owner asks whether a revocable living trust is worth setting up, the honest answer is: it depends on what you want it to do. A revocable trust will not save you tax and will …
READ MORE →When a competitor lures your customer out of a signed contract, or recruits a key employee in breach of an agreement, your first instinct is to sue the person who broke the deal. Minnesota law gives …
READ MORE →Every growing company runs on vendors: the software platform that holds your customer data, the supplier that ships the parts you assemble, the logistics firm that moves your product. When one of …
READ MORE →A commercial lease is one of the largest fixed obligations most business owners ever sign, and Minnesota law treats it very differently from a residential rental. A commercial lease is a contract, and …
READ MORE →Most Minnesota business owners assume the federal estate tax is the thing to worry about, and for the federal tax they are usually right: the federal exclusion is now $15,000,000 per person, so the …
READ MORE →When a security incident exposes your customers’ personal information, Minnesota law tells you who you have to notify, when, and how. Minnesota codifies this directly: the private-sector rule is in …
READ MORE →When another company starts using a name, logo, or slogan close to yours, the first question is usually direct: can I make them stop, and can I collect anything for the damage already done. Trademark …
READ MORE →When a departing salesperson walks out with your pricing model, or a vendor uses a process you shared in confidence, the first question is not how to sue. It is whether the information legally counts …
READ MORE →The Minnesota Legislature created the state’s paid family and medical leave program in the 2023 regular session (2023 Minn. Laws ch. 59, art. 1), coding it as Minn. Stat. ch. 268B, and in 2024 gave …
READ MORE →Minnesota’s pay transparency statute, Minn. Stat. § 181.173, took effect January 1, 2025 under 2024 Minn. Laws ch. 110, art. 7, § 2, and most employers treated it as a small administrative tweak. It …
READ MORE →Minnesota legalized adult-use cannabis in August 2023, and Chapter 342 changed almost every employer-policy assumption written before that date. The change was not just a relabeling of a controlled …
READ MORE →When a vendor sells its business to a competitor, can your contract go with it? When a customer assigns its receivable to a factor, can you ignore the new payee? When a software company is acquired, …
READ MORE →Two business partners shake hands when the company is small. Five years later one of them dies, gets divorced, or wants out, and the surviving partner discovers there is no agreed price, no agreed …
READ MORE →A choice-of-law clause, also called a governing-law clause or choice-of-law provision, is the sentence in your contract that names the state or country whose law decides what the contract means and …
READ MORE →When a Minnesota business buys a company, hires a sales executive, or signs a supply agreement, a single phrase in the document can decide whether one side’s slip-up lets the other side walk away or …
READ MORE →If you sit on the board of a Minnesota corporation, the duties you owe are not abstract. They show up in concrete moments: a vote on a related-party contract, a decision to take on debt, a discussion …
READ MORE →Suppose a CEO sends a list of fifteen positions and asks which ones are “salary exempt.” The honest answer is that none of them are exempt because they are salaried. For most executive, …
READ MORE →When your business sells goods in Minnesota, the written contract is rarely the only source of warranties. Minnesota’s Uniform Commercial Code adds implied warranties to most sales of goods by …
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