The pandemic was the largest stress test of force majeure language in modern American commercial practice, and most clauses failed it. Form-book provisions written in the 1990s and copied forward …
READ MORE →When a deal goes sideways, the first move from the other side is almost always the same: “we also agreed that…” The integration clause, often called a merger clause or an “entire agreement” clause, is …
READ MORE →A signed letter of intent rarely closes a deal, and most Minnesota business owners assume it does not bind them. That assumption is right more often than wrong, but the exceptions are expensive. A …
READ MORE →A liquidated damages clause is a useful tool when it works and a wasted paragraph when it does not. The clause sets a fixed dollar amount, or a formula, that the breaching party owes if the contract …
READ MORE →A short clause buried in a vendor contract, employment offer, or shareholder agreement can decide whether your next dispute lands in front of a Hennepin County judge or a private arbitrator a thousand …
READ MORE →When Minnesota’s earned sick and safe time (“ESST”) law took effect on January 1, 2024, it shifted paid sick leave from a discretionary benefit into a baseline obligation that reaches almost every …
READ MORE →A Minnesota business owner who wants to leave an LLC, push out a co-owner, or close out a deceased partner’s stake usually starts with the wrong assumption: that Minnesota law gives a member a right …
READ MORE →A Minnesota operating agreement is the rulebook for your LLC. If you do not write one, Minn. Stat. ch. 322C writes one for you, and the statutory defaults rarely match what the founders actually …
READ MORE →When the county assessor mails a Notice of Valuation showing a market value that does not match what your commercial building would actually sell for, you have a real but time-limited set of tools to …
READ MORE →If your company spends real money in Minnesota figuring out how to make a new product work, how to make an existing product better, or how to solve a technical problem the answer to which is not …
READ MORE →A minority shareholder gets squeezed in a closely held Minnesota corporation in predictable ways. The distributions stop while the majority’s salaries grow. The board meetings happen without notice or …
READ MORE →When an employee raises a legal concern, what an owner does next is heavily regulated in Minnesota. The state’s primary anti-retaliation statute, Minn. Stat. § 181.932, is short, but it is broader …
READ MORE →Workplace drug testing in Minnesota is more tightly regulated than in most states. The Drug and Alcohol Testing in the Workplace Act, Minn. Stat. §§ 181.950 to 181.957 (DATWA), tells you when you may …
READ MORE →If you run a Minnesota nonprofit, sales tax is one of those topics that looks simple from a distance and gets harder the closer you look. Federal 501(c)(3) status does not automatically exempt your …
READ MORE →A Minnesota buyer’s biggest fear in an asset purchase is paying real money for a business and then discovering the seller’s old debts came along for the ride. The reassuring news is that Minnesota’s …
READ MORE →When the Minnesota Department of Revenue mails an order assessing additional tax, denying a refund, or rejecting a penalty abatement request, your business has two procedural tracks to contest it: an …
READ MORE →A Minnesota lender wires funds against a borrower’s accounts receivable, takes a personal guarantee, and files a UCC-1 financing statement with the Secretary of State. Eighteen months later the …
READ MORE →Most Minnesota CEOs treat unemployment claims as a paperwork chore handed off to HR or payroll. That works until a discharge that the company believes was for cause comes back as an awarded claim, the …
READ MORE →A client recently asked the question every business owner eventually asks: “If something goes wrong, can the other side come after my house?” The answer in Minnesota is almost always no, because of …
READ MORE →The tax bill on a business sale is rarely a single number. It is the output of a half-dozen structuring decisions made before the letter of intent is signed, and most of those decisions are federal …
READ MORE →If you sit on a Minnesota board and you read about a CEO being sued personally for a deal that went bad, the question that goes through your head is the right one: when am I exposed and when am I not? …
READ MORE →When a counterparty breaches a Minnesota contract, the question is rarely whether you can do something. The question is which remedy fits the facts, the contract’s own language, and the result you …
READ MORE →Most Minnesota CEOs already know their state is at-will. Fewer realize how much Minnesota law layers on top of that default. Minnesota remains an at-will state by common-law default, but layered …
READ MORE →When an employee leaves, an owner needs to know how fast the final check must be cut and what goes in it. Minnesota has a clear answer, but the answer depends on how the employment ended. A discharge …
READ MORE →The core question about a Minnesota NDA is simple: will it actually hold up if a former employee or counterparty walks off with confidential information? The honest answer is that NDA enforceability …
READ MORE →The Minnesota pass-through entity tax election is a state-level workaround for a federal problem: the cap on individual deductions for state and local taxes. When your LLC or S-corp makes the …
READ MORE →When an employee leaves with a balance of unused paid time off, Minnesota employers often ask the same question: do we owe that balance, and if so, how much and when? The short answer is that …
READ MORE →If you live some of the year in Minnesota and some of it elsewhere, the question of whether you owe Minnesota income tax is rarely as simple as picking the state with the lower rate. Minnesota uses …
READ MORE →If you sell software, digital products, or technology services to Minnesota customers, the tax answer turns on what the customer actually receives. A copy of prewritten software is taxable however it …
READ MORE →A Minnesota severance agreement that survives challenge does two things at once. It satisfies federal Age Discrimination in Employment Act (“ADEA”) release rules under the Older Workers Benefit …
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