When a Minnesota principal ends an independent sales rep’s contract, or the rep resigns, two Minnesota statutes decide the minimum the rep keeps and when it must be paid. The rep agreement decides …
READ MORE →A Minnesota business whose trade secret has been taken can ask a court for six kinds of relief: an order stopping use of the secret, an order letting use continue only for a royalty, an order …
READ MORE →When a Minnesota company’s CPA, tax preparer, or financial adviser makes an error that costs the company money, the company can recover if it proves the professional owed it a duty, breached the …
READ MORE →Selling a Minnesota medical, dental, or accounting practice is mostly an ordinary business sale, with four additions: who may own the practice after closing, what happens to patient or client records, …
READ MORE →Answer every patient review the same way: thank the reviewer, describe your practice’s standards in general terms, and invite them to contact the office, without confirming that the person is a …
READ MORE →Most bad reviews of a Minnesota medical or dental practice should get a short, professional reply and nothing more. A review that is fake (written by someone who was never a patient, including a …
READ MORE →When your largest customer asks for net-60 or net-90 terms, it is asking you to finance its purchases with your working capital. The payment period is a contract term you can negotiate, price, and …
READ MORE →If a national retailer is sued over your product and tenders the claim to you, formally demanding that you defend it and cover its loss, your vendor agreement decides whether you must defend the …
READ MORE →If you sell to a national retailer such as Target, Best Buy, or Walmart, the retailer may ask you to pay for shelf space, fund its promotions, and share its advertising costs. Whether you owe those …
READ MORE →If a national retailer such as Target or Walmart is ending your vendor relationship, it can usually do so on the notice your vendor agreement requires, but the exit does not erase what it still owes …
READ MORE →A Minnesota LLC bought out one of its founding owners and paid most of the price over time under a promissory note. The founder stayed on as an employee during a transition. The buyout’s separation …
READ MORE →Two owners of a Minnesota company split the business under a written separation agreement. About a month later, the departing owner’s lawyer sent a demand letter. It claimed the company had withheld …
READ MORE →To sell alcohol in Minnesota, a bar, restaurant, brewery taproom, or event venue needs a retail license from its city or county that fits what it pours and where it pours it. Unless the business …
READ MORE →When the Minnesota Department of Labor and Industry (“DLI”) opens a wage investigation, it can inspect your workplace during reasonable office hours, demand payroll and time records within the time it …
READ MORE →An employee tells you a medical condition is making part of the job hard and asks for a change: a different schedule, a chance to sit, permission to work from home. Under Minnesota employment law, …
READ MORE →You have found the person you want to hire, and that person works for a competitor. You can make the hire; Minnesota law decides how much risk comes with it. Three questions set that risk: whether the …
READ MORE →When a private-equity firm or a larger competitor asks whether you would sell your company, you can talk without committing to anything. What you share, what you sign, and how you treat your co-owners …
READ MORE →When your company sends a payment to an account that a hacked or spoofed email supplied, two questions follow: can the money come back, and if not, who absorbs the loss? Under Minnesota’s version of …
READ MORE →If you sell to a national retailer such as Target, Best Buy, or Walmart, the payment that arrives is often smaller than your invoice. The gap is deductions: compliance chargebacks, shortage and …
READ MORE →Your purchase order says one thing, and the acknowledgment that comes back says another. The goods ship, the invoice is paid, and no one compares the fine print until a shipment fails or a customer …
READ MORE →A process server hands your office manager an envelope, and by the time it reaches your desk the clock has already been running. Nothing in the packet tells you how much time you have, and if you …
READ MORE →The letter usually arrives on a Friday. It comes from a lawyer you have never heard of, represents the co-owner you brought in years ago, and uses a phrase nobody has applied to you before: unfairly …
READ MORE →Selling your company to your own employees through an employee stock ownership plan (ESOP) is one of the few exit routes that can reward the people who built the business, make continued local …
READ MORE →When you raise your first outside money, you will almost certainly be handed one of two documents: a SAFE (Simple Agreement for Future Equity) or a convertible note. Both let you take in cash now and …
READ MORE →If your Minnesota company sells into other states, or sells into Minnesota from outside it, you may owe sales tax in places where you have no office, no employees, and no warehouse. That duty comes …
READ MORE →For software your business builds largely by prompting an AI, the honest answer is that you own less of it by copyright than you would expect, and copyright was never your strongest protection in the …
READ MORE →A business almost certainly owns the AI skill files its employees create on the job, but contractors and departing employees are different. When an employee writes prompts, rules, and skill files to …
READ MORE →Minnesota’s first broad consumer privacy law is now in force, and it raises two questions for a business owner: does it reach my company, and what do I do first? The Minnesota Consumer Data Privacy …
READ MORE →Your employees are already using artificial intelligence (“AI”) at work, whether you have approved it or not. The question is not whether to allow it but whether you have written rules that keep …
READ MORE →Minnesota now requires most employers that offer no retirement plan to enroll their workers in a state-run savings program. The Minnesota Secure Choice Retirement Program, enacted in 2023 and reaching …
READ MORE →A diversity program is legal in Minnesota right up to the point where a benefit, a slot, or a decision turns on someone’s race or sex. Title VII of the Civil Rights Act of 1964 (“Title VII”) makes it …
READ MORE →A cyberattack on your business is first a legal event, not only a technical one. The hours after you discover that an outsider reached your systems set the trajectory for everything that follows: …
READ MORE →Two people start a company on a handshake and a shared belief that the details will sort themselves out. The details do not sort themselves out. A founder agreement settles equity, vesting, …
READ MORE →When two owners of a closely held Minnesota company can no longer work together, the breakup is rarely as simple as one walking away. Someone has to be bought out, and the questions that follow are …
READ MORE →Minnesota is one of a minority of states that regulate the franchise relationship in addition to franchise sales, and Chapter 80C of the Minnesota Statutes gives franchisees a set of statutory …
READ MORE →Minnesota is a registration state: a franchisor cannot offer or sell a franchise here until a registration is on file and effective, or an exemption fits. Federal law adds a disclosure layer through …
READ MORE →Every Minnesota business carries a defined set of regulatory obligations, and the cost of missing any one of them can outweigh the cost of an entire compliance program. The obligations below are …
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 →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 →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 →Being sued is unsettling, and the part that catches most business owners off guard is discovery: the formal exchange of evidence that runs for months before any trial. Minnesota does not let the other …
READ MORE →When a former employee, a competitor, or an anonymous reviewer publishes a false statement that costs your company customers, Minnesota law gives you a way to respond. A business can sue for …
READ MORE →Most business owners treat the independent contractor agreement as the thing that decides whether a worker is a contractor. It is not. In Minnesota, classification is decided by how the relationship …
READ MORE →When a business partner drains company assets, signs a sweetheart deal with a side venture, or hands themselves unearned compensation, the harm lands on the company first, and on you only because you …
READ MORE →When a closely held company fractures, the squeezed-out owner usually wants one thing: a fair price to get out, and a clean exit. Minnesota gives a court the power to deliver exactly that. Under Minn. …
READ MORE →When a Minnesota business owner asks whether to register a trademark, the real question is which of four paths to take: federal registration with the United States Patent and Trademark Office …
READ MORE →A shared driveway, a utility line crossing the back of a lot, a path a neighboring business has used for a decade: these are easements, and they can quietly add value to a property or quietly take it …
READ MORE →When two owners hold equal shares and stop agreeing, the business does not just slow down: it can freeze. A 50/50 corporation cannot pass a board resolution, and a member-managed LLC split down the …
READ MORE →When another business starts using a name or logo close to yours, the first instinct is often to fire off a cease and desist letter. That letter can be the cheapest, fastest way to protect your brand, …
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 →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 →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 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 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 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 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 →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 →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 →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 →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 →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 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 →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 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 →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 →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 →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 →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 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 →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 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 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 →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 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 →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 →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 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 →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 →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 →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 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 …
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 →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 →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 →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 →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 →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 →When Minnesota voided most employee noncompetes entered into on or after July 1, 2023, many employers assumed their whole post-employment playbook was gone. It was not. The ban is narrower than the …
READ MORE →A Minnesota business owner can lose a multi-million-dollar deal because nobody signed a single page. Minnesota’s statute of frauds, codified mainly in Minn. Stat. ch. 513 and Minn. Stat. § 336.2-201 …
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 →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 →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 →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 →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 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 →The S corporation is the default tax structure for owner-operated Minnesota businesses that have outgrown the sole proprietorship, and the rules sit at the intersection of federal and state tax law in …
READ MORE →When a deal goes sideways, the limitation-of-liability clause is usually the first paragraph the lawyers read. This article focuses on services and other non-goods business contracts, where Minnesota …
READ MORE →When a customer sues your counterparty over a product you both touched, who writes the check? That question is the entire point of an indemnification clause, and it is one of the most expensive …
READ MORE →An incorporator is the person who files the Articles of Incorporation with the government, initially forming the corporation. The incorporator may be the corporation’s owner, attorney, or another …
READ MORE →A written action allows the Board of Governors of an LLC to approve decisions without holding a formal meeting. When all governors sign a written action, it has the same legal effect as a vote taken …
READ MORE →A written action allows the Board of Directors of a corporation to approve decisions without holding a formal meeting. When all directors sign a written action, it has the same legal effect as a vote …
READ MORE →An annual meeting of members is the yearly gathering of LLC owners to review the company’s performance, elect or re-elect governors, approve financial reports, and ratify management actions taken …
READ MORE →The five vendor contract clauses most likely to produce disputes are indemnification, liability caps, auto-renewal, termination rights, and intellectual property ownership. If you sign a vendor …
READ MORE →The Minnesota Consumer Data Privacy Act (MCDPA), codified at Minn. Stat. §§ 325M.10–325M.21, applies to businesses that conduct business in Minnesota and either process personal data of 100,000 or …
READ MORE →Every Minnesota LLC and corporation must file an annual renewal with the Secretary of State by December 31, maintain a registered agent, and meet Department of Revenue filing obligations on separate …
READ MORE →Maintaining corporate formalities: annual meetings, board minutes, and separation of personal and business finances, is the single most important defense against personal liability for business debts …
READ MORE →If you have discovered (or even suspect) that one of your products is defective, here is what you need to do: stop distribution immediately, preserve every document and communication related to the …
READ MORE →Right now, businesses in your industry are being sued. Some of them are your direct competitors. They’re dealing with employment discrimination claims, wage and hour lawsuits, contract disputes, and …
READ MORE →In the first half of 2025, plaintiffs filed over 2,000 ADA website accessibility lawsuits in federal court, a 37% increase over the same period in 2024. Restaurants, e-commerce companies, and …
READ MORE →You just received a complaint alleging that your company’s website violates the Americans with Disabilities Act. The lawsuit claims your site is inaccessible to people with disabilities, and now your …
READ MORE →For most Minnesota businesses, the right entity is an LLC with an S-corp tax election. I form LLCs and corporations for businesses across the state. Let me explain why, and when the exceptions apply. …
READ MORE →Every Minnesota business with a website has a Terms of Service problem. Either the terms are missing, copied from someone else’s site, or pulled from a free template that doesn’t account for Minnesota …
READ MORE →If you co-own a Minnesota business and don’t have a buy-sell agreement, you have a problem you just haven’t felt yet. One partner dies, gets divorced, goes bankrupt, or simply decides to leave, and …
READ MORE →Every business owner will face employee departures. Some are smooth. Some turn into lawsuits. The difference almost always comes down to how you handle the last few days. Minnesota imposes specific …
READ MORE →When you’re acquiring a company, the assets on the balance sheet tell only part of the story. The proprietary formulas, customer relationships, manufacturing processes, and operational know-how that …
READ MORE →When most business owners hear “antitrust law,” they think of massive federal cases against tech giants. But Minnesota has its own antitrust statute, and it provides a remedy that many business owners …
READ MORE →You built something valuable, a proprietary process, a customer database cultivated over decades, pricing algorithms that give you a competitive edge. Then a key employee leaves for a competitor, and …
READ MORE →Your company’s most valuable assets probably aren’t sitting in a warehouse or a bank vault. They live on servers, in cloud platforms, and across the laptops your team carries home every night. Source …
READ MORE →Managing Legal and Contract Challenges in International Business As more small businesses expand across borders (whether through manufacturing, hiring, or selling) questions around legal compliance …
READ MORE →Protecting Your Business Ideas with NDAs and Patent Timelines When a business or startup comes up with a new, potentially patentable idea, timing and documentation matter. The moment a concept is …
READ MORE →Every departing employee walks out the door with knowledge about your business. The question is whether they also walk out with your competitive advantages, your client relationships, proprietary …
READ MORE →Planning Ahead for Business Exits Every business owner will eventually exit their company, whether planned or unexpected. What matters most is whether that change leads to stability or leaves behind …
READ MORE →Your best employee just told you she’s staying at the company, not because she’s satisfied, but because no competitor will hire her. Not because of a non-compete agreement. Because your competitors …
READ MORE →If your business has employees, contractors, vendors, or partners who access any confidential information (and nearly every business does) you need non-disclosure agreements. Not eventually. Now. This …
READ MORE →A unanimous written consent allows a board or shareholders to take formal action without holding a meeting, provided every person entitled to vote signs the document. The consent must clearly identify …
READ MORE →You’ve built something valuable: a process, a formula, a method, a system that gives your business a competitive edge. Now you need to protect it. And the first strategic question is one that many …
READ MORE →Until 2016, if your Minnesota business discovered that a former employee or competitor had stolen your trade secrets, your primary remedy was a state court claim under the Minnesota Uniform Trade …
READ MORE →When an employee leaves your company and takes proprietary information to a competitor, when a former partner uses your customer list to start a rival business, when a vendor reverse-engineers your …
READ MORE →Choosing the Right Business Attorney for Your Needs When you’re building or running a business, legal guidance isn’t a one-size-fits-all matter. Business law covers a wide range of issues, and the …
READ MORE →How One Simple Monthly Habit Can Cut Your Legal Costs by 80% Hiring a full-time attorney isn’t feasible for most small or midsize companies. Yet, legal problems can quickly become expensive if not …
READ MORE →How Business Owners Can Get More Value from Their Lawyers Many entrepreneurs only reach out to their attorney once a problem has already taken root. But that reactive approach leads to higher legal …
READ MORE →Meeting minutes must document date, time, location, attendees, absentees, and quorum to establish meeting validity and authority. Minutes should record motions, discussions, decisions, votes, …
READ MORE →Courts may impose penalties, damages, or contract rescission for refusal to negotiate in good faith, undermining contract enforceability. Bad faith negotiation in employment or international trade can …
READ MORE →Backdating internal documents to misrepresent timelines can constitute fraud and lead to civil or criminal penalties. Such practices undermine corporate governance, impair audits, and damage …
READ MORE →Minnesota requires written notice before a sales commission plan change takes effect, Minn. Stat. § 181.032(f), but sets no fixed number of days for that notice. Commissions your salespeople already …
READ MORE →Publicly disclosing terminations can breach confidentiality clauses in employment contracts, leading to legal liability and breach of contract claims. For employers with an EU establishment or …
READ MORE →Severance offers typically require signing a general release to waive future claims against the employer, including discrimination and wrongful termination. Employers use general releases to legally …
READ MORE →Management fee clauses define compensation for parent-provided administrative and managerial services to subsidiaries, ensuring clear financial terms. Fees are structured based on fixed amounts, …
READ MORE →Bonds protect defendants from damages if an injunction in a contract dispute is wrongfully granted. Courts typically require plaintiffs to post bonds as financial security before granting injunctive …
READ MORE →Minnesota provides a statutory conversion process. Under Minn. Stat. § 322C.1007, an organization other than an LLC may convert to an LLC under a plan of conversion, so long as the organization’s own …
READ MORE →Verbal contracts in Minnesota are generally binding if they show clear mutual agreement and essential terms are definite. The Statute of Frauds requires certain contracts, like real estate sales, to …
READ MORE →File a written motion in the court that issued the judgment, stating specific legal grounds for vacating it under Minnesota law. Serve the motion on all opposing parties within the court’s required …
READ MORE →Yes, a Minnesota employer can often get a bonus back, but only through the right channel. Minnesota has no statute written for bonus clawbacks. Your contract decides whether the employee owes the …
READ MORE →Yes, in Minnesota you can refuse service to a customer, but not for any reason you choose. You may deny service for legitimate, non-discriminatory reasons: nonpayment, a violated policy, disruptive or …
READ MORE →Confirm the arbitration agreement is valid and enforceable and that your dispute falls within its scope, under Minnesota’s Revised Uniform Arbitration Act and the Federal Arbitration Act. File a …
READ MORE →Clawback commissions in Minnesota require explicit contractual provisions outlining conditions and timing for reclaiming paid commissions. For a clawback recovered out of wages, employers must obtain …
READ MORE →Minnesota law does not explicitly prohibit moonlighting, allowing employees to engage in lawful off-duty work generally. Employers can impose reasonable, clearly defined moonlighting restrictions to …
READ MORE →A Minnesota board resolution can be set aside, or treated as never adopted, when the board did not follow the statute, the articles, or the bylaws in adopting it. The same is true when the decision …
READ MORE →Consult legal counsel to revise formation documents and explicitly include necessary liability protections in the new LLC operating agreement. Notify professional licensing boards promptly to maintain …
READ MORE →Failing to document verbal warnings weakens legal defenses by lacking proof of fair disciplinary processes and due process compliance. Undocumented warnings increase exposure to wrongful termination …
READ MORE →Common area usage restrictions are legally established through governing documents like CC&Rs, bylaws, and rules approved by owners or boards. Restrictions regulate access, activities, and maintenance …
READ MORE →The federal wiretap statute does not itself require informed consent before an employer monitors remote workers: under 18 U.S.C. § 2511(2)(d), interception is lawful where the employer is a party to …
READ MORE →Backdating can create contractual ambiguity, risking disputes over parties’ true intent and enforceability. Improper backdating may lead to allegations of fraud, regulatory sanctions, and civil …
READ MORE →A board member should step out of the vote whenever the board decides a contract or transaction in which that member has a financial interest, a family interest, or a seat as a director, officer, or …
READ MORE →The board must pass a formal resolution proposing dissolution and asset liquidation, complying with the bylaws and Minnesota law. For a corporation that has issued shares, shareholder approval is …
READ MORE →You can drop a Minnesota lawsuit and keep the right to sue again by dismissing it without prejudice, and the court rules make that the default for a plaintiff’s own dismissal. How you do it depends on …
READ MORE →Statutory deadlines vary by dispute type, jurisdiction, and specific claims involved, affecting filing and action timeframes. Written contracts typically have longer limitation periods than oral …
READ MORE →Constructive discharge occurs when intolerable employer-created conditions force an employee to resign, unlike voluntary resignation which is an independent choice. Legal tests focus on whether …
READ MORE →Define authority limits based on role, title, and organizational hierarchy for clear accountability and decision-making boundaries. Align authority limits with regulatory compliance, risk management, …
READ MORE →Boards can act without member ratification for routine operations like hiring staff and managing daily finances. Emergency situations or bylaws may grant boards authority for urgent decisions without …
READ MORE →AAA offers structured procedural rules enhancing predictability and enforceability in business arbitration awards. JAMS provides flexible case management, facilitating customized procedures that may …
READ MORE →Failure to credit claims under WGA and DGA agreements arise when qualifying writers or directors are omitted from official credits, violating contractual obligations. Credits are determined through …
READ MORE →What Every Business Owner Should Know Before Signing a Commercial Lease Commercial leases play by different rules than residential rentals. Courts usually enforce them as written, and many are drafted …
READ MORE →Minnesota Now Voids Employee Noncompete Agreements One point controls everything below for Minnesota employers. Minnesota law no longer allows employee noncompete agreements. Under Minn. Stat. § …
READ MORE →Under UCC 2-513, buyers have the right to inspect goods before acceptance to verify conformity with contract terms. Inspection must occur within a reasonable time, at a reasonable place, and without …
READ MORE →Executive compensation disclosures in private offerings are vital for transparency and investor trust, despite fewer regulatory mandates than in public companies. Private firms typically report key …
READ MORE →No-waiver clauses are designed to prevent parties from unintentionally relinquishing contractual rights, even amid repeated breaches. Courts generally uphold these clauses if they clearly express the …
READ MORE →Is using a company credit card for personal charges embezzlement? It can be a crime, but Minnesota’s one statute titled embezzlement, Minn. Stat. § 609.54, covers public funds. An employee’s personal …
READ MORE →Minnesota law note: Under Minnesota Statutes section 181.9881, a provision in a Minnesota service contract that restricts a customer from soliciting or hiring the service provider’s employees is void …
READ MORE →Deed restrictions are legally binding provisions in property titles that limit business operations to uphold community standards and property values. Common limitations include prohibitions on certain …
READ MORE →Failed contract formation often arises from a lack of meeting of minds, meaning the parties do not mutually agree on essential terms. Without clear offer and acceptance, or due to ambiguity, …
READ MORE →A promotional contest becomes an illegal lottery when it includes three elements: prize, chance, and consideration, often a purchase or payment to enter. Jurisdictions prohibit combining chance with …
READ MORE →Minnesota courts regularly reject overly broad release clauses that attempt to waive all claims without clear, specific language. Such clauses must explicitly define the scope of liability waived and …
READ MORE →Forming an LLC lowers risk, but it doesn’t erase it. If you personally cause harm, sign the wrong paper, or mishandle payroll taxes, you can still be named in a lawsuit. Here’s what small business …
READ MORE →State data breach laws like the CCPA and NY SHIELD Act increasingly hold CEOs personally accountable for inadequate cybersecurity oversight. CEOs face risks including fines, lawsuits, and legal …
READ MORE →A podcast episode can support a defamation lawsuit in Minnesota under the same elements that apply to a newspaper article or a broadcast: a false statement of fact about an identifiable person, heard …
READ MORE →When arbitration clauses conflict with venue terms, courts generally enforce the arbitration agreement because federal policy strongly favors arbitration. Venue provisions govern court locations but …
READ MORE →Former employees must adhere to employer policies and contractual agreements when using previous job titles in post-exit communications. Misuse risks legal claims, including misrepresentation and …
READ MORE →Using APIs with restrictive terms involves legal risks such as breaches of contract, intellectual property disputes over content rights, and violations of data privacy regulations, especially with …
READ MORE →A non-refundable deposit is generally an enforceable contract term in Minnesota. No general Minnesota statute requires consumer deposits to be refundable, mandates a specific written disclosure that a …
READ MORE →If an employee leaves your Minnesota company without returning a laptop, keys, or a uniform, you cannot simply hold back the final paycheck or dock it for the missing property. Minnesota final …
READ MORE →Terminating employees for cultural misalignment poses significant legal and ethical risks, including discrimination claims from subjective or biased assessments. Without clear, measurable criteria, …
READ MORE →An internal investigation memo stays privileged in Minnesota when three conditions hold. A lawyer directs the investigation to give the company legal advice, the memo is mainly legal advice rather …
READ MORE →When zoning violations are discovered post-closing, the buyer must promptly assess the issue by consulting local ordinances and legal experts. Immediate steps include notifying relevant authorities …
READ MORE →Think of Insurance as Predictable Cost vs. Company-Ending Surprise Insurance trades an unpredictable, potentially devastating expense for a steady, planned payment. If the odds of a particular claim …
READ MORE →Make Sure You Can Recover the Cost of Getting Paid If a customer does not pay after you deliver services or products, your contract determines what happens next. In the United States, you cannot …
READ MORE →Defamation claims in reality TV arise when edited portrayals misleadingly harm participants’ reputations through false or manipulated content. Legal success requires proving falsity and actual harm, …
READ MORE →A waiver of notice in board meetings legally validates actions taken despite procedural lapses in formal notification. Under Minnesota law, a waiver may be given in writing, orally, by authenticated …
READ MORE →Performance Improvement Plans (PIPs) can lead to retaliation allegations when issued immediately after employees engage in protected activities, such as complaints or legal claims. Retaliation is …
READ MORE →Board voting deadlocks typically result from evenly split opinions or conflicting interests among members, impeding crucial decisions. Legal frameworks and organizational bylaws outline voting …
READ MORE →What Fair Use Actually Is Fair use is a defense to copyright infringement, not a permission slip. If someone accuses your business of using their content without authorization, a judge decides after …
READ MORE →The Four Factors Courts Use to Evaluate Fair Use Fair use is a legal defense that permits limited use of copyrighted material without the owner’s permission. Courts weigh four factors to decide …
READ MORE →Resolutions passed without valid corporate authority lack binding effect and may be declared invalid or unenforceable. Such unauthorized acts often result from bypassing board approval, improper …
READ MORE →What You Can Do When Someone Steals Your Content When someone copies your content without permission, whether it’s artwork, writing, video, or other creative work, it can be frustrating and costly. …
READ MORE →Tomar decisiones es una parte integral de la vida diaria. Cada elección, grande o pequeña, tiene el potencial de influir significativamente en nuestro bienestar general. Aprender a tomar decisiones …
READ MORE →Misuse of a company name in personal online profiles includes unauthorized claims of employment, false job titles, or implying endorsement without permission. Such actions risk trademark infringement, …
READ MORE →Governance documents play a crucial role in limiting CEO powers by clearly defining authority boundaries and oversight mechanisms. They set conditions for major decisions, require board approvals for …
READ MORE →If you signed a personal guarantee and then sold or restructured your Minnesota business, the guarantee almost always survives the transfer. You are released only when the creditor agrees in writing …
READ MORE →A motion to compel arbitration after litigation begins requests a court to enforce a valid arbitration agreement despite ongoing court proceedings. Courts favor arbitration but require the motion be …
READ MORE →Dissolving a Minnesota LLP requires establishing valid legal grounds, such as term expiration or a partner’s notice of withdrawal. Partners must review the LLP agreement for dissolution procedures and …
READ MORE →In Minnesota, a defendant who fraudulently hides a claim from you cannot use the statute of limitations as a shield while the claim stays hidden. The limitations clock stops during the concealment and …
READ MORE →Board approval is required for employment terms involving executive compensation, contract amendments, severance provisions, and arrangements that affect corporate governance or financial obligations. …
READ MORE →In Minnesota, statutory deadlines for business tort claims vary by claim type and generally range from two to six years. Breach of contract, fraud, and tortious interference claims typically must be …
READ MORE →Deemed liquidation events are contractual or statutory triggers causing liquidation-like effects without formal dissolution. They significantly impact ownership rights, control structures, and …
READ MORE →Errors in declaring board quorum with vacant seats commonly stem from miscalculating quorum based on total authorized positions rather than current filled seats. This often inflates quorum …
READ MORE →Legal clauses for termination due to regulatory change enable parties to end contracts when new laws or regulations make performance illegal, impractical, or financially burdensome. These clauses …
READ MORE →A widely repeated claim holds that Minnesota requires private employers to give formal notice and obtain written consent before monitoring employees, and that a dedicated state privacy statute …
READ MORE →Legal remedies for misrepresented square footage typically involve contract rescission, renegotiation, or damage claims based on fraudulent misrepresentation. Buyers may seek price adjustments …
READ MORE →De facto officers in small corporations perform duties without formal appointment but with apparent authority, often ensuring operational continuity. Their actions are typically recognized to protect …
READ MORE →Clauses granting final cut in director agreements confer ultimate editorial control to the director, ensuring the final version aligns with their artistic vision. These provisions protect creative …
READ MORE →An employee’s last day is not the end of the legal relationship. For Minnesota employers, what happens after an employee departs–what they take with them, who they contact, and what systems they …
READ MORE →Reassigning roles without triggering constructive termination requires careful management to avoid creating intolerable work conditions. Employers should communicate changes transparently, explaining …
READ MORE →Failing to register a foreign entity can result in significant legal and financial consequences. The entity may face fines, penalties, and restrictions on contract enforcement. Unregistered businesses …
READ MORE →Post-termination obligations in executive agreements typically include confidentiality, non-compete, and non-solicitation clauses designed to protect proprietary information and business interests …
READ MORE →Cure period provisions grant a defined timeframe for a party to remedy contractual breaches before facing penalties or termination. They promote compliance, dispute mitigation, and contractual …
READ MORE →Removing a sitting board member requires authority rooted in statutory law and the organization’s governing documents. Corporate bylaws typically specify the permissible grounds, voting thresholds, …
READ MORE →Officer titles such as honorary chairman, ceremonial officer, or advisor often imply authority but lack formal legal power. These titles typically serve to honor tradition, recognize contributions, or …
READ MORE →Unilateral termination clauses permit one party to end a contract without the other’s consent but must be clearly and precisely drafted to be enforceable. Courts require unambiguous language, clear …
READ MORE →Representations that don’t survive the closing typically include those related to operational conditions, financial status, and regulatory compliance, which may change before closing. These …
READ MORE →Commercial lease clauses often violate local codes by imposing restrictive signage limits that exceed municipal rules, shifting major maintenance responsibilities unlawfully to tenants, and …
READ MORE →Understanding zoning laws is essential when expanding business operations, as they regulate land use, permissible activities, and development standards. Different zoning categories (such as …
READ MORE →Corporations failing to hold mandatory annual shareholder meetings do not face an automatic per-violation fine for the missed meeting itself; the meeting can instead be compelled by court order …
READ MORE →CEOs create substantial fiduciary liability through inadequate due diligence in mergers and acquisitions, financial misrepresentation, and cybersecurity negligence. Self-dealing transactions, …
READ MORE →When licensing requirements change mid-term, professionals face immediate compliance obligations that may suspend their credentials until new standards are met. Regulatory agencies typically provide …
READ MORE →International licensing enables global market penetration by granting intellectual property rights to foreign partners while retaining core asset ownership. Companies reduce capital requirements and …
READ MORE →Corporate boards must approve transactions exceeding predetermined thresholds, typically 5-20% of total assets or market capitalization. Major acquisitions, disposals, capital expenditures, debt …
READ MORE →Standard indemnity policies deliberately exclude regulatory fines and penalties to prevent moral hazard and preserve statutory deterrent effects. These exclusions apply to criminal penalties, tax …
READ MORE →Retroactive board ratification may fail to validate unauthorized past actions if contract terms or legal standards require prior approval. Delayed approvals can expose directors to allegations of …
READ MORE →Courts enforce settlement terms without signatures if clear mutual intent to be bound and consideration are demonstrated. Oral admissions and consistent documentary evidence can confirm a binding …
READ MORE →Failure to train managers on discrimination and harassment increases risk of costly lawsuits and regulatory penalties. Inadequate wage and classification training leads to payroll errors, fines, and …
READ MORE →Director health benefits may trigger ERISA if structured as an employee welfare benefit plan covering employee-directors. Executive stipends or taxable compensation for health expenses can avoid ERISA …
READ MORE →Backdating board resolutions can be deemed falsification, risking allegations of fraud, breach of fiduciary duty, and invalidation of corporate decisions. Courts and regulators scrutinize backdated …
READ MORE →In member-managed LLCs, members collectively hold the authority to appoint and remove officers per the operating agreement. Officer termination typically requires a member vote, often a majority or …
READ MORE →Undisclosed or selectively disclosed side letters create information asymmetry and can trigger anti-fraud violations under securities laws. Side letters granting preferential treatment or priority …
READ MORE →Mediation offers a confidential, cost-effective alternative to litigation for resolving intellectual property disputes. Neutral mediators with IP and technical expertise facilitate communication and …
READ MORE →Granting the chair a casting vote is a common tie-breaking method to resolve deadlocks in evenly split boards. Bylaws should clearly define voting rules, quorum, and tie-break procedures to prevent …
READ MORE →Unanimous consent clauses grant veto power to any party, potentially blocking critical operational decisions and causing business paralysis. Such clauses often require full agreement on sensitive …
READ MORE →Clearly define escalation triggers, such as service outages or SLA breaches, to ensure timely and consistent issue elevation in B2B SaaS contracts. Specify roles, timelines, and communication …
READ MORE →Clauses limiting the use of training data in AI systems enforce data minimization, restrict data usage to specific purposes, and mandate provenance documentation to ensure authorized sourcing. They …
READ MORE →Terminating board members without established procedural protocols constitutes a critical governance failure. Such arbitrary actions expose organizations to substantial legal, financial, and …
READ MORE →Crowdfunding has become a mainstream way for businesses to raise capital. But what many business owners don’t realize is that most crowdfunding campaigns involve the sale of securities, and selling …
READ MORE →“Cause” for director removal legally refers to substantial misconduct, breaches of fiduciary duty, or actions harming corporate interests. It excludes mere policy disagreements or dissatisfaction, …
READ MORE →When Copyright Expires, the Public Owns It Copyright gives artists an exclusive right to control their work for a limited time. After that period (typically well over 70 years) the work enters the …
READ MORE →Who Owns Copyright in Your Business As a business owner, you work hard to build your brand, content, products, and services. But legal protection doesn’t kick in until an idea becomes more than just a …
READ MORE →Unemployment Insurance Employers are typically required to pay into unemployment insurance, either through private carriers or state-run programs. When a terminated employee collects unemployment, …
READ MORE →Perpetual software licenses grant indefinite usage rights but do not convey ownership, making them subject to contractual limitations after company ownership changes. Many license agreements restrict …
READ MORE →Only individuals expressly authorized under corporate bylaws, board resolutions, or valid power of attorney documents possess the legal authority to bind a company in transactions. Typically, this …
READ MORE →If a board fails to fill a vacancy, governance effectiveness is impaired, risking quorum shortages that may invalidate decisions. Legal obligations to maintain proper board composition are breached, …
READ MORE →Licensing agreements often include clauses that survive contract termination to protect critical interests. Intellectual property rights typically persist, ensuring ownership and usage restrictions …
READ MORE →License termination rights in perpetual use agreements define conditions under which licensors may revoke indefinite usage rights. These rights depend on explicit contractual terms and legal …
READ MORE →In Minnesota, the legal standard for fraudulent concealment requires a defendant to intentionally withhold or suppress material facts within their knowledge, coupled with a legal duty to disclose. The …
READ MORE →Under Minnesota law, LLC managers owe fiduciary duties to act with loyalty, care, and good faith toward the LLC and its members. They must avoid conflicts of interest, exercise prudent judgment, and …
READ MORE →A board vote is not legally binding if essential conditions are unmet, such as failing to achieve quorum or provide proper notice to members. Conflicts of interest among voters and violations of …
READ MORE →Structuring royalty payments in IP licensing requires balancing fixed fees and variable royalties to align incentives and ensure predictable cash flow. Factors such as market demand, exclusivity, and …
READ MORE →You Pay Tax on Profits, Not Revenue Business owners have one of the greatest abilities among all U.S. taxpayers to minimize their taxes, because you’re taxed on profits, not total income. If your …
READ MORE →The term “perpetual” in software license contracts often suggests indefinite use, yet it typically entails restrictions on support, updates, and transferability. Users may face hidden costs like …
READ MORE →Split jurisdiction clauses in dual-contract disputes designate separate forums for each contract, clarifying legal authority and reducing jurisdictional conflicts. They facilitate tailored dispute …
READ MORE →Social media monitoring crosses the line into illegality when it collects personal data without explicit user consent, accesses private profiles without authorization, or employs scraping techniques …
READ MORE →Improper rescission offers after securities law violations often fail due to inadequate disclosures, misleading terms, or procedural errors that compromise investor rights. These deficient offers …
READ MORE →Copyright Protects Creative Expression, Not Everything Copyright is everywhere in business: your logo, website content, software, and marketing materials all carry legal protection. But the key …
READ MORE →Policies vs. Contracts: A Critical Distinction Most employers should use company policies rather than employment contracts for their workforce. A contract requires both parties to agree to any …
READ MORE →Anti-Harassment, Discrimination, and Retaliation Policies Every company needs a clear policy prohibiting harassment, discrimination, and retaliation. Harassment covers inappropriate conduct, sexual …
READ MORE →Stock Option Plans Often Trigger Federal Law When a business promises employees future payouts tied to company performance (stock options, phantom stock, or similar equity incentives) that arrangement …
READ MORE →What Copyright Actually Protects Copyright protects creative expression that has been fixed into a tangible medium: written down, recorded, photographed, or coded. It does not protect ideas, facts, or …
READ MORE →The Default Rule: Contractors Own What They Create If you hire an independent contractor (a web designer, software developer, graphic designer, or photographer) the default rule in the United States …
READ MORE →The Hidden Risk in Outsourcing IT When you hire a third-party IT company to manage your systems, they get access to everything: client data, financial records, proprietary information. Most business …
READ MORE →The Delta Test: Same Name, Different Industries Delta is an airline. Delta is also a faucet brand. Both use the same word, and both coexist legally. The reason: consumers aren’t confused. Nobody …
READ MORE →Two Ways to Protect a Valuable Idea If you’ve created something valuable (a recipe, a process, a design) you have two main options for legal protection: patents and trade secrets. They work in …
READ MORE →Compliance failures jeopardize licensing status by breaching regulatory standards that legitimize business operations. Such failures often stem from inadequate training, documentation errors, or …
READ MORE →ASC 606 compliance failures that often precipitate lawsuits include misidentifying performance obligations, incorrect timing of revenue recognition, and inadequate contract documentation. These errors …
READ MORE →Data aggregation rights clauses in analytics contracts define the scope and permitted uses of combined datasets, establishing clear ownership and data handling responsibilities. They incorporate …
READ MORE →Vendor termination clauses with wind-down provisions delineate conditions for contract cessation, including breach, insolvency, or mutual consent, while mandating notice requirements and procedural …
READ MORE →Setting compensation without board approval generally contradicts established governance principles, as the board holds primary authority over remuneration frameworks to ensure transparency and …
READ MORE →Binding votes in strategic decisions carry legally enforceable outcomes requiring strict compliance, ensuring definitive accountability and transparency. They are suited for high-stakes issues needing …
READ MORE →Return or destroy clauses are essential in data sharing agreements to ensure sensitive information is securely returned or irreversibly destroyed after use. These provisions specify methods, …
READ MORE →Minnesota corporation statutes require that board minutes be kept and made available on demand, but they do not dictate what the minutes must say. For a business corporation, Minn. Stat. § 302A.461, …
READ MORE →Distributor agreements granting foreign distributors authority to negotiate and conclude contracts or involving a fixed place of business often trigger permanent establishment (PE) under tax treaties. …
READ MORE →For-cause removal clauses in bylaws define clear criteria and procedural safeguards to terminate directors or officers, enhancing accountability while preventing arbitrary dismissal. Effective clauses …
READ MORE →Remedies clauses waiving injunctive relief explicitly prevent parties from seeking court orders that compel or restrain actions to avoid contract breaches. These clauses confine remedies to monetary …
READ MORE →Removal of business dispute cases to federal court in Minnesota hinges on meeting federal question or diversity jurisdiction requirements, including complete diversity of parties and an amount in …
READ MORE →Officer certifications under regulations like the Sarbanes-Oxley Act require executives to attest to the accuracy and completeness of financial reports. These certifications impose personal liability …
READ MORE →Committee decisions bind the full board when the board has formally delegated specific authority to the committee within clear governance frameworks. Actions taken must align with the scope granted by …
READ MORE →Drafting force majeure clauses for cybersecurity events requires explicit definitions of triggering incidents, such as data breaches and denial-of-service attacks, to reduce ambiguity. Parties must …
READ MORE →Handling change in control clauses in vendor contracts involves clearly defining triggers such as mergers or ownership transfers, assessing associated risks to performance and compliance, and …
READ MORE →Ratifying past actions taken without proper authority formally legitimizes decisions initially made without explicit approval, transforming unauthorized acts into binding commitments. This process …
READ MORE →Misuse of licensed material in teaser trailers exposes creators to legal liabilities including copyright infringement claims and contractual breaches. Unauthorized alterations or exceeding agreed …
READ MORE →QR code disclaimers that fail to meet Minnesota’s requirements often lack conspicuous display and use fonts that do not satisfy state-mandated size and legibility standards. They frequently include …
READ MORE →Managing Most Favored Nation (MFN) clauses in vendor deals requires clear definition of scope, temporal limits, and exceptions to avoid ambiguity and legal risks. Effective negotiation balances …
READ MORE →Including scenes cut from final films in trailers is a common marketing tactic that can mislead audiences by promising content that never appears. This practice often inflates excitement but risks …
READ MORE →State apportionment of income from licensing deals allocates royalty revenues to states based on where economic activity occurs and nexus is established, ensuring fair taxation. Apportionment formulas …
READ MORE →Carveouts to mutual indemnity in SaaS agreements establish exceptions that limit liability exposure for both parties. These typically exclude intellectual property infringement tied to customer …
READ MORE →Insurance typically denies coverage for damages arising from intentional acts to prevent deliberate misconduct and moral hazard. This exclusion differentiates accidental harm from deliberate …
READ MORE →Referral fee compliance in B2B agreements requires clear definition of fee structures, transparent disclosure to all parties, and adherence to contract and antitrust laws. Agreements must specify …
READ MORE →To document board ratification after the fact in Minnesota, first identify which kind of ratification you need. An ordinary board decision that simply never got a formal vote ratifies the same way any …
READ MORE →Board member discipline typically addresses breaches of ethical standards, absenteeism, misconduct, or conflicts of interest that threaten organizational integrity. Legal frameworks establish clear …
READ MORE →Emergency board meetings without proper notice undermine transparency, reduce informed participation, and risk legal non-compliance. Such failures compromise governance standards, potentially …
READ MORE →A protective order is the court order that decides who may see the documents your business produces in a lawsuit, what they may do with them, and what happens to them when the case ends. In Minnesota …
READ MORE →Revenue recognition in multi-year deals is complicated by evolving contractual obligations, variable pricing, and extended performance periods requiring ongoing reassessment. Accurate identification …
READ MORE →Finder’s fee agreements attract SEC scrutiny primarily when compensation structures suggest broker-dealer activities, such as negotiating terms or contingent success-based payments. Ambiguities in fee …
READ MORE →Minnesota customers who buy services for personal, family, or household use can sue a service business under the Consumer Fraud Act, the Deceptive Trade Practices Act, and the false-advertising …
READ MORE →Board decisions without meeting formalities allow directors to approve resolutions through unanimous written consent rather than convening formal sessions. This process, governed by statutory …
READ MORE →If you or your company is not a party to a Minnesota lawsuit, a party can force you to hand over records only through a subpoena, and the same holds for testimony unless you are an officer, director, …
READ MORE →Discovery obligations concerning board minutes arise when such records are relevant to litigation or regulatory inquiries. Courts weigh the probative value of the minutes against confidentiality …
READ MORE →Selling medical devices without FDA clearance violates federal law, risking enforcement actions including fines, injunctions, and product seizures. Unapproved devices lack verified safety and …
READ MORE →Allocating shared expenses across affiliated entities requires clearly defined policies and objective allocation bases. Common shared costs include overhead, IT services, and employee benefits. …
READ MORE →Under Minnesota law, once a district court confirms an arbitration award, the court enters a judgment in conformity with it that you can record, docket, and enforce like any other judgment in a civil …
READ MORE →Board members voting on their own compensation without recusal present clear conflicts of interest that can undermine impartiality and ethical governance. Such actions raise governance and disclosure …
READ MORE →Legal risks in bundling products with subscription services include non-compliance with consumer protection laws, particularly in transparency and consent requirements. Failure to clearly disclose …
READ MORE →Ignoring bylaw formalities jeopardizes organizational legality and governance integrity. Such neglect often leads to violations of statutory requirements, resulting in invalidated decisions, increased …
READ MORE →Backdating board resolutions may constitute misrepresentation and breach fiduciary duties, raising significant legal risks including regulatory sanctions and potential civil or criminal liability. It …
READ MORE →Board approval for intercompany loans is essential to ensure compliance with legal frameworks and corporate governance standards. It mandates thorough risk assessment, including creditworthiness and …
READ MORE →If a COO signs without proper authority, the contract’s enforceability may be challenged due to lack of delegated power, exposing the company to legal disputes and potential financial liabilities. …
READ MORE →Exclusivity clauses in brand partnerships are contractual terms that limit parties from engaging with competitors to protect market position and ensure strategic alignment. These clauses vary in …
READ MORE →Minnesota courts enforce an attorney’s fees clause in a business contract as written, and the Minnesota decisions discussed below applied clauses that let only one side recover. What defeats a fee …
READ MORE →When a director resigns mid-term, they must formally notify the board in writing and ensure all resignation procedures align with the company’s governing documents. Fiduciary duties, including …
READ MORE →Legal authority to approve policy changes typically resides with designated bodies such as corporate boards, specific committees, or government agencies, as outlined within organizational bylaws and …
READ MORE →Demurrage charge clauses in logistics contracts define financial penalties for cargo handling delays beyond agreed free time, promoting timely operations throughout the supply chain. These clauses …
READ MORE →Traditional force majeure clauses generally exclude cyber incidents due to their focus on tangible, external events like natural disasters or political unrest. This exclusion arises from the absence …
READ MORE →Board actions taken without proper notice typically face significant legal challenges, as they violate fundamental procedural and statutory requirements. Such defects can render decisions void or …
READ MORE →U.S. export control triggers in software development include encryption capabilities, controlled technology integration, and source or object code transfers, all regulated under the Export …
READ MORE →Removing a board member without due process or a formal vote undermines legal safeguards and governance principles. Such actions may bypass required notification, response opportunities, and …
READ MORE →Internal email practices that lead to lawsuits typically include sending discriminatory or defamatory messages, unauthorized disclosure of confidential information, and using emails to harass or bully …
READ MORE →Successor director appointments are governed by corporate bylaws establishing authority, eligibility, notice, and voting procedures. Bylaws define who can appoint successors, typically the board or …
READ MORE →A breach of ethics policy occurs when organizational standards are violated without breaking legal statutes. Such violations often involve conflicts of interest, misuse of resources, or …
READ MORE →Ignoring anonymous complaints can result in substantial legal consequences, including regulatory sanctions and breaches of whistleblower protection laws. Failure to investigate these reports risks …
READ MORE →Governance failures often arise from the absence of formal operating procedures, leading to role ambiguity, inconsistent decision-making, and accountability deficits. Without structured guidelines, …
READ MORE →Clarifying data ownership in SaaS and tech agreements hinges on explicitly defining rights over data generated, processed, or stored within the platform. Clear contractual language must outline …
READ MORE →Board deadlock resolution clauses that effectively prevent operational impasses incorporate structured mechanisms such as mediation, arbitration, buy-sell agreements, and rotating chairpersons. These …
READ MORE →Clauses for artist cancellation in festival agreements define permissible grounds such as force majeure, illness, or material breaches, specifying required notice periods and formal communication …
READ MORE →Overlapping duties between the COO and General Counsel can create significant risks by mixing operational objectives with legal compliance obligations. Such role convergence may lead to conflicts of …
READ MORE →Supermajority requirements mandate a voting threshold higher than a simple majority, often two-thirds or three-quarters, for significant corporate actions like charter amendments, mergers, or director …
READ MORE →Using contractors with company-branded emails increases exposure to phishing and cyber attacks due to expanded access points and limited oversight. This practice complicates control over sensitive …
READ MORE →Affiliate marketing in the EU and Canada is regulated to ensure transparency, consumer protection, and data privacy compliance. The EU mandates clear disclosure of affiliate relationships under the …
READ MORE →Triggers for reversion of rights in IP licensing deals commonly include failure to meet sales or performance milestones, non-payment or delayed payment of royalties, and breaches of contractual …
READ MORE →Force majeure clauses in tech and SaaS agreements allocate risk for unforeseeable events like natural disasters, cybersecurity breaches, and supply chain disruptions that impede contractual …
READ MORE →License agreements excluding source code modification rights impose strict limits on user alterations, preserving the licensor’s intellectual property and software integrity. These restrictions reduce …
READ MORE →Withholding tax clauses in international contracts allocate tax responsibilities on cross-border payments, ensuring compliance with domestic laws and applicable double taxation treaties. These clauses …
READ MORE →Morals clauses in talent agreements are legally enforceable provisions that protect employers’ reputations by allowing contract termination or penalties for certain misconduct. Their enforceability …
READ MORE →Structuring tie-breaker mechanisms in corporate governing documents ensures resolution of decision-making deadlocks, preserving governance stability. Common approaches include granting the chairperson …
READ MORE →Public disclosure claims linked to reality TV editing arise from selective footage manipulation that distorts participant portrayal, potentially violating privacy and damaging reputations. Ethical …
READ MORE →Conflicting fiduciary duties in parent-subsidiary oversight stem from directors’ obligations to act loyally and prudently toward both entities, often creating tension between parent control and …
READ MORE →Corporate boards hold broad authority to delegate functions but face statutory and fiduciary limits ensuring core governance duties and key decisions remain board-controlled. Non-delegable powers …
READ MORE →SAG-AFTRA’s clauses for virtual table reads mandate active union membership and professional credentials, ensuring performers meet eligibility standards. Compensation aligns with industry rates, …
READ MORE →Director voting rights in deadlocked boards determine procedural authority to resolve tied votes, critically influencing corporate governance and strategic decisions. Legal frameworks and corporate …
READ MORE →Unanimous board resolutions must explicitly document collective consent from all directors and comply with governing bylaws and legal statutes. Effective drafting requires precise language that …
READ MORE →Ownership of AI outputs under contractual terms hinges on explicit definitions and allocation of rights to mitigate legal ambiguities. Contracts typically differentiate between licensing (granting …
READ MORE →Export control triggers in SaaS with foreign users arise from the presence of controlled technologies, cryptographic functions, and cross-border data flows subject to regulatory restrictions. …
READ MORE →Best practices for investigation closure memos emphasize clear, concise language to effectively communicate findings and recommendations. Structuring the memo logically with defined scope ensures …
READ MORE →Ratification serves as a formal process by which a board legitimizes prior unauthorized or improper actions, ensuring alignment with bylaws and legal requirements. This corrective measure demands …
READ MORE →Arbitration awards are commonly vacated due to procedural errors that undermine fairness and due process. Typical issues include failure to provide timely notice, denying parties an opportunity to be …
READ MORE →Director resignation without a successor can create a leadership vacuum that impairs corporate governance, delays decision-making, and disrupts strategic direction. Such a gap increases the risk of …
READ MORE →Operating a business without proper zoning permits exposes owners to severe legal risks, including costly fines, cease-and-desist orders, and potential injunctions disrupting operations. Enforcement …
READ MORE →A Minnesota corporation can remove an officer by a board vote, and the removal does not depend on the officer agreeing to go. Under Minn. Stat. § 302A.341, subd. 2, “An officer may be removed at any …
READ MORE →Board disputes over unilateral CEO spending decisions typically stem from unclear spending authority and inadequate communication. While CEOs manage operational finances within defined limits, …
READ MORE →Delegating legal authority through a board resolution involves formally transferring specific decision-making powers from the board to designated persons or committees. This process ensures clarity, …
READ MORE →A Minnesota company sued for breach of contract can ask the court to dismiss the claim before filing an answer, under Rule 12.02 of the Minnesota Rules of Civil Procedure. In Minnesota state court the …
READ MORE →Removing corporate officers without board approval is generally not legal and contradicts standard corporate governance principles. The board of directors holds primary authority to appoint or remove …
READ MORE →Inconsistent application of policies exposes organizations to significant legal risks, including discrimination and retaliation claims, as well as potential breaches of contractual obligations. Uneven …
READ MORE →Minimum royalty clauses require licensees to pay a predetermined baseline fee regardless of actual sales performance, guaranteeing the licensor a steady income stream from the licensing arrangement. …
READ MORE →1. Filing Fees At the time of initial filing of the Petition to establish a guardianship/conservatorship you will be required to pay a filing fee. Check with the County that you are filing the …
READ MORE →CEOs exceeding corporate authority often make unauthorized financial commitments, bypass board approvals, or enter contracts beyond their power, risking legal and governance breaches. They may misuse …
READ MORE →Organizations should address board member resignations through a clear, documented process that ensures timely communication and governance continuity. Assessing current board composition identifies …
READ MORE →AI policy disclosures are crucial when influencers use synthetic content to uphold transparency and audience trust. These disclosures clarify the involvement of AI-generated media, preventing …
READ MORE →A common misconception holds that Minnesota requires businesses to obtain opt-in consent before sending commercial email, and that the state layers its own detailed rules for postal addresses, opt-out …
READ MORE →Documenting board ratification of prior informal acts ensures legal validity and reinforces corporate governance. This process formalizes past decisions, reducing risks of invalidity and liability …
READ MORE →Operating without renewing an expired business license leads to severe legal repercussions, including suspension of activities, potential revocation, and regulatory investigations. Financial penalties …
READ MORE →When a business converts from one entity type to another–such as an LLC becoming a corporation–existing contracts generally remain enforceable. The converted entity is treated as the same legal …
READ MORE →Sell-off period clauses in expiring merchandise licenses grant licensees a defined timeframe, typically 30 to 180 days, to sell remaining inventory after license termination. These provisions protect …
READ MORE →Copyright Protects Creative Works; Trademarks Protect Your Brand Copyright and trademark are both intellectual property, but they serve entirely different purposes. Copyright protects the works of …
READ MORE →The Exception That Swallows the Rule Most business owners know that forming an LLC protects their personal assets. If the LLC breaches a contract, the other side can only go after the LLC’s assets, …
READ MORE →Discrimination Isn’t Always Intentional Your hiring process might be discriminatory even if you don’t intend it to be. The law doesn’t just look at whether your questions are explicitly biased, it …
READ MORE →Overlapping governance in parent-subsidiary entities involves integrating centralized control with subsidiary autonomy to align strategic objectives while navigating distinct local regulations. Common …
READ MORE →Cross-border NDA enforcement faces significant challenges due to varying legal definitions, inconsistent recognition of provisions, and procedural complexities across jurisdictions. Jurisdictional …
READ MORE →Proper recording of dissent in board minutes requires clear identification of the dissenting member and a precise account of their objections. Documentation should remain objective and neutral, …
READ MORE →Board ratification formalizes and legitimizes actions taken without prior consent, confirming the board’s intent to be bound by those acts. It requires thorough evaluation, adherence to procedural …
READ MORE →Conflicts arising from board member dual appointments stem from competing fiduciary duties and loyalty dilemmas between multiple organizations. These dual roles may lead to compromised impartial …
READ MORE →Settlement agreements with no admission of liability are contracts resolving disputes without acknowledging fault. They define obligations, include confidentiality, and protect reputations by …
READ MORE →When arbitration fails to resolve issues, parties may challenge the arbitration award in court on narrow grounds such as arbitrator misconduct or exceeding authority. Alternatively, they can file a …
READ MORE →Dispute resolution terms missing governing law clauses introduce considerable legal uncertainty, complicating the determination of applicable legal principles and jurisdiction. This omission often …
READ MORE →A widespread assumption holds that Minnesota has its own biometric privacy law, one that forces businesses to obtain informed consent before scanning a fingerprint or a face, gives individuals the …
READ MORE →Corporate officers can bind a company without prior consent when acting within their actual authority granted by bylaws, resolutions, or statutes. Apparent authority also permits binding actions based …
READ MORE →Legal exposure from inaccurate compliance certifications arises primarily through regulatory penalties, civil litigation, and reputational damage. Inaccurate certifications can lead to enforcement …
READ MORE →Confidentiality clauses in vendor RFP processes protect sensitive and proprietary information exchanged between organizations and vendors. These clauses define confidential data, establish …
READ MORE →Misuse of privileged information in business strategy involves exploiting confidential data like financial forecasts or merger plans for unfair advantage. This practice undermines market fairness by …
READ MORE →Notice clauses in claims-made insurance policies require prompt notification of claims or circumstances potentially triggering coverage. These provisions are strictly enforced, often determining …
READ MORE →In Minnesota, under Minn. Stat. § 302A.431, a close corporation need not hold an annual shareholder meeting unless its articles or bylaws require one, or a shareholder or shareholders holding three …
READ MORE →Email opt-out procedures violate CAN-SPAM rules when they impose unnecessary requirements such as additional personal information, delay honoring unsubscribe requests beyond ten business days, or use …
READ MORE →A CEO’s authority without board authorization is confined primarily to routine operational decisions, with major actions (such as mergers, acquisitions, or significant financial commitments) requiring …
READ MORE →The process of domesticating a foreign judgment in Minnesota requires filing an authenticated copy of the original judgment with a verified statement in a Minnesota court. The judgment debtor must be …
READ MORE →A family council offers structured communication, promotes transparency, and balances individual and collective interests within family enterprises. It fosters unity, encourages open dialogue, and …
READ MORE →Attorney-client privilege in a Minnesota corporate setting safeguards confidential communications between corporate counsel and authorized employees made for legal advice. The privilege is held by the …
READ MORE →When a co-owner of a Minnesota business stops returning calls, the company’s own operating agreement, bylaws, or partnership agreement decides first what you can do without them. Where those documents …
READ MORE →Merchandising rights in live venue performance contracts define the legal authority to produce and sell goods featuring an artist’s brand during events. Contracts must specify product types, revenue …
READ MORE →Board approval thresholds for capital expenditures define monetary limits requiring board authorization to ensure fiscal discipline and strategic alignment. These thresholds vary by company size, risk …
READ MORE →You are preparing for a transaction, maybe selling the company, bringing on investors, or responding to a shareholder demand. Someone asks for the corporate minute book. You open it up and discover …
READ MORE →You avoid an unintentional admission of liability by controlling three things: what you and your employees say about fault, what your business puts in writing or pays, and how you respond once a …
READ MORE →Announcing deals before final signatures can lead to significant legal risks, including liability for misleading investors if information is incomplete or inaccurate. Premature disclosure may breach …
READ MORE →Sharing email lists without explicit consent risks severe data privacy violations, including exposure to identity theft, unauthorized data access, and phishing attacks. Such practices undermine …
READ MORE →Digital twin licensing and intellectual property structuring address complex issues of ownership, usage rights, and protection of proprietary data, algorithms, and software within multi-party …
READ MORE →Informal decision-making circumvents formal governance protocols, creating opaque processes that diminish transparency and accountability. It often arises from unclear policies, inconsistent …
READ MORE →If you sell your products to Target, Best Buy, Walmart, or another national retailer, the vendor agreement it asks you to sign can be more than one document. In my practice, the national-retailer …
READ MORE →Conflicts between a code of conduct and state law occur when internal policies diverge from legally mandated regulations. State laws take precedence and must be prioritized to ensure compliance. …
READ MORE →Minnesota law limits creditor recovery against LLC members through charging orders, which create a lien on the debtor’s transferable interest in the LLC and require the company to pay over to the …
READ MORE →Stop Thinking of Contracts as Documents If you think of a contract as a document that gets printed, signed, and filed away, you are missing the point—and setting yourself up for problems. A contract …
READ MORE →A Minnesota plaintiff pleads piercing the corporate veil by suing the company on the underlying debt or wrong, joining the owner as a defendant, and alleging facts that fit both parts of Minnesota’s …
READ MORE →Legal issues with foreign investors in U.S. LLCs encompass entity formation restrictions, varying by state and impacting ownership eligibility. Compliance with federal and state regulations demands …
READ MORE →Minority board representation in investor agreements secures minority shareholders a formal role in governance, enhancing transparency and protecting their interests in corporate decisions. It fosters …
READ MORE →A legal review of self-insured retention (SIR) clauses reveals they require insured parties to handle initial claim costs up to a set limit, affecting claims management and financial exposure. These …
READ MORE →The legal process for issuing corporate bonds begins with assessing financial stability and market conditions to determine issuance feasibility. Companies must draft precise bond indentures and …
READ MORE →Conflicts of interest in internal vendor relationships occur when personal or financial interests influence decision-making, risking bias and regulatory non-compliance. Common situations include …
READ MORE →Navigating IP licensing agreements with multiple parties requires precise identification of all stakeholders and clear delineation of rights and responsibilities to mitigate disputes. The scope of …
READ MORE →Aggregation of claims under E&O policy limits consolidates multiple related claims into a single claim for coverage and deductible application, guided by policy language and identified triggering …
READ MORE →In Minnesota, an indemnification clause is generally enforceable according to its terms. Courts treat indemnity as an ordinary matter of contract, and a properly drafted clause allocating risk between …
READ MORE →Emergency delegation of authority in governance documents ensures uninterrupted decision-making during crises by specifying the transfer of powers to designated individuals when primary leaders are …
READ MORE →Governance confusion often arises from overlapping managerial roles due to unclear job descriptions and undefined authority boundaries. This leads to decision-making delays, conflicts over …
READ MORE →Personal guarantee clauses in Minnesota hold business owners personally liable for business debts, exposing their personal assets if the business defaults. These clauses increase financial risk by …
READ MORE →A board observer may attend meetings without voting rights but often requires limited access to privileged legal materials to fulfill their role. Granting such access risks waiver of attorney-client …
READ MORE →Transferring licenses and permits in an asset sale involves distinct legal and regulatory steps separate from the sale of tangible assets. Many licenses are non-transferable without specific approval, …
READ MORE →Disputes from conflicting terms in old and new agreements often result from poorly managed contract modifications and ambiguous language. These conflicts arise when recent amendments clash with …
READ MORE →SaaS licensing abroad can violate U.S. export control laws – including the EAR, ITAR, ECRA, and OFAC sanctions – by enabling unauthorized access to controlled software and technical data. Violations …
READ MORE →Warranty provisions in SaaS agreements emphasize continuous service availability, uptime guarantees, and data integrity, ensuring ongoing access and prompt resolution of interruptions. In contrast, …
READ MORE →Deadlock resolution clauses with third-party appointees address decision-making impasses by appointing an impartial expert to facilitate or adjudicate disputes. This mechanism restores governance …
READ MORE →The arbitration seat defines the legal jurisdiction governing procedural rules and court oversight, establishing jurisdictional authority vital to arbitration’s legitimacy. Conversely, the venue …
READ MORE →Structuring royalties in software licensing agreements involves selecting appropriate models (fixed, variable, or hybrid) to align payments with usage and performance. Clarity in defining the royalty …
READ MORE →U.S. export controls regulate SaaS product distribution by classifying software under EAR or ITAR, impacting licensing and access. Providers must ensure compliance with encryption standards and …
READ MORE →AI usage disclaimers in professional service contracts clarify the role and limitations of artificial intelligence within service delivery. They emphasize transparency to maintain client trust and …
READ MORE →Settlement offers are effective tools for resolving disputes without admitting liability. Their language is carefully crafted to avoid implying fault, often using neutral terms such as “to resolve all …
READ MORE →Limitation of liability clauses in SaaS agreements define the extent of financial responsibility for providers, typically capping damages to direct losses while excluding indirect or consequential …
READ MORE →A buyout ends an ownership dispute in a Minnesota family business by having one relative leave with cash or a note while the others keep the company. Minnesota statutes set the frame: the Minnesota …
READ MORE →Step-in rights clauses grant clients authority to intervene in vendor operations upon specified breaches or operational failures, ensuring business continuity and risk mitigation. These clauses …
READ MORE →The IRS requires intercompany loans to comply with the arm’s length principle, meaning loan terms–including interest rates and repayment schedules–must reflect those between independent parties under …
READ MORE →Board members are personally sued when they breach fiduciary duties by acting negligently, engaging in fraud, or violating laws. Legal protections like the business judgment rule and indemnification …
READ MORE →Bonus disputes in private companies often stem from unclear EBITDA definitions and inconsistent calculation methods, leading to conflicting interpretations of performance and bonus eligibility. …
READ MORE →Appointing tie-breaker directors addresses board deadlocks by providing an impartial vote to resolve conflicts and ensure timely decisions. They stabilize governance, prevent stalemates from equal …
READ MORE →Selecting between one and three arbitrators affects arbitration cost, efficiency, and decision quality. A single arbitrator offers reduced expenses and faster resolutions suitable for straightforward …
READ MORE →The $14,000 Lesson A business owner did $14,000 worth of work for a nonprofit. After the work was completed, the nonprofit offered $8,000. No dispute about quality, they simply decided to pay less. …
READ MORE →Revoking licenses after termination without a specific contractual clause presents legal challenges due to ambiguity and enforceability issues. Licensees may claim implied rights, complicating …
READ MORE →Documenting board actions in unanimous written consents requires clear, unqualified agreement from all directors, specifying the authorized actions with precise detail. Such consents must be properly …
READ MORE →A Minnesota shareholder can challenge a board vote in court when the vote broke a rule in chapter 302A, the articles, or the bylaws, or when the directors acted illegally or in bad faith. In a …
READ MORE →Legal oversight of bonuses tied to EBITDA metrics emphasizes precise contractual definitions and consistent calculation methodologies to prevent manipulation. Regulatory frameworks mandate transparent …
READ MORE →Detecting fraudulent EIN use involves identifying inconsistencies such as mismatched business names, multiple EINs for a single entity, or sudden ownership changes. Reviewing IRS correspondence and …
READ MORE →Executive phantom equity plans often implicate securities law risks including misclassification of contractual rights as securities, triggering unintentional registration under the Securities Act, and …
READ MORE →Structuring Non-Disclosure Agreements (NDAs) for international deals requires careful alignment with varying legal frameworks, cultural norms, and data protection laws. Key considerations include …
READ MORE →Board approval for distributions in LLCs and corporations functions as a governance control to ensure legal compliance and financial prudence. Distributions must comply with statutory regulations, …
READ MORE →NDA survival clauses in vendor contracts specify how long confidentiality obligations endure after contract termination, safeguarding proprietary information and competitive advantage. Durations …
READ MORE →Missing emails become spoliation of evidence in a Minnesota lawsuit when a company should have kept them because litigation was reasonably foreseeable, failed to take reasonable steps to keep them, …
READ MORE →Drafting uptime guarantees in SaaS agreements requires defining precise uptime and downtime metrics to ensure clear service availability standards. Realistic uptime targets, often ranging from 99.9% …
READ MORE →Indemnity clauses in freight broker–carrier agreements allocate financial responsibility for losses and damages between the parties. They clarify liability boundaries, protect from unforeseen claims, …
READ MORE →Service credits in SLAs provide financial compensation for specific performance lapses, promoting contract continuity and dispute resolution. In contrast, termination rights allow clients to exit …
READ MORE →Conflicts between arbitration and choice-of-law clauses occur when differing terms designate separate legal frameworks for dispute resolution and substantive interpretation. Arbitration emphasizes …
READ MORE →Financing agreements with lender step-in rights include contractual clauses granting lenders the authority to assume control upon borrower default, safeguarding collateral and investment value. These …
READ MORE →Ratifying past acts with unanimous written consent is a formal procedure that validates unauthorized or procedurally defective corporate actions by securing agreement from all entitled parties. This …
READ MORE →Remote employees create a physical presence that often triggers foreign qualification requirements in states beyond a business’s formation jurisdiction. Each state has distinct criteria based on …
READ MORE →Choosing among AAA, JAMS, and private arbitration hinges on procedural flexibility, cost structures, and enforcement reliability. AAA offers formal processes with tiered fees, while JAMS combines …
READ MORE →Non-disparagement clauses in vendor contracts restrict parties from making negative statements, safeguarding reputations and promoting trust. These provisions reduce public conflicts and ensure …
READ MORE →Emergency bylaw clauses authorize boards to act promptly without notice during defined emergencies, balancing swift action with legal accountability. Such clauses must clearly specify triggering …
READ MORE →Board approval for Letters of Intent (LOIs) is required when proposed agreements entail significant financial commitments, exceed predefined monetary thresholds, or involve material risks impacting …
READ MORE →Undefined business days often cause missed deadlines by creating confusion over when tasks must be completed. Without clear definitions, parties may assume weekends or holidays count as business days, …
READ MORE →Missing board resolutions jeopardize the legal validity of corporate actions by failing to document authorized decisions properly. This absence raises challenges in proving the authority of …
READ MORE →When the other side ignores arbitration, it is critical to first confirm their non-participation through documented communication attempts. Next, formally notify the arbitration panel or …
READ MORE →Licensing rights typically terminate upon expiration of the agreement, revoking the licensee’s permission to use the intellectual property unless the contract grants residual or renewal rights. …
READ MORE →Authority limits for managers in LLC structures are primarily determined by state statutes and the LLC’s operating agreement, which explicitly define managerial powers and restrictions. Managers must …
READ MORE →Inventory in transit serves as viable loan collateral by expanding the asset base available for security before goods reach their destination. This practice enhances cash flow and loan terms through …
READ MORE →Failure to disclose conflicts of interest by officers breaches their fiduciary duty and jeopardizes organizational integrity. Such omissions can lead to civil liability, regulatory sanctions, …
READ MORE →Failing to report material events to licensing boards constitutes a breach of regulatory obligations and can result in significant penalties, including fines, license suspension, or revocation. Such …
READ MORE →Licensing intellectual property from a parent company to an operating company centralizes IP control, streamlining management and supporting tax and regulatory compliance. This structure allows the …
READ MORE →When officers bind a company without board authorization, they exceed their actual authority, potentially rendering contracts unauthorized or unenforceable. This can lead to disputes, personal …
READ MORE →Exclusivity clauses in reality TV development deals restrict talent and producers from pursuing competing projects during the contract term. These provisions protect intellectual property and ensure …
READ MORE →Board approval is required for corporate actions with significant financial, strategic, or governance implications. This includes issuance of new shares, mergers and acquisitions, major financial …
READ MORE →Cryptocurrency wallet theft requires swift, strategic action to recover stolen assets. Immediately conduct a post-theft analysis and secure remaining funds in a hardware wallet. Report the incident to …
READ MORE →Legal power to bind an entity typically resides with corporate officers and authorized directors acting within the scope established by statutory law, organizational bylaws, or formal delegations. …
READ MORE →Terminating a special committee demands a formal resolution that complies with statutory authority and corporate bylaws, ensuring the dissolution is properly authorized and documented. Final …
READ MORE →Documenting data destruction after contract termination is critical for compliance and risk mitigation. It involves secure disposal of all sensitive data types using approved physical or digital …
READ MORE →Legal risks in owner group chat disputes include defamation liability arising from harmful false statements spread rapidly within informal contexts. Privacy violations may occur if personal data lacks …
READ MORE →Forecast commitment clauses in OEM agreements establish clear obligations for forecast submissions, accuracy, and adjustments, reducing supplier uncertainty and optimizing production planning. These …
READ MORE →A legal review of SOC 2 clauses in vendor selection ensures alignment with organizational risk tolerance, data privacy laws, and regulatory standards. It scrutinizes security obligations, incident …
READ MORE →Arbitration agreements require clear mutual assent, including a definite offer and acceptance, for enforceability. Without mutual consent, such agreements are often deemed invalid, leading courts to …
READ MORE →Related-party lease terms that trigger IRS scrutiny often include below-market rents, extended or unusual lease durations, and automatic renewals that lack arm’s-length negotiation. The absence of …
READ MORE →Recalls in private label goods involve complex liability linked to manufacturing, design, or labeling defects. Liability allocation depends heavily on contractual agreements specifying recall …
READ MORE →Legal issues with dual hat roles in subsidiaries primarily arise from conflicts of interest and overlapping fiduciary duties between parent and subsidiary entities. Such roles complicate …
READ MORE →The retroactive effect of improperly noticed meetings hinges on legal compliance with notice requirements and whether stakeholders suffered prejudice. Courts analyze the nature and extent of notice …
READ MORE →Improper labeling of studio-created edits as fan edits causes confusion over content origin and undermines transparency. It misleads audiences about legitimacy, erodes trust between viewers and …
READ MORE →The scope of board approval in financing documents is delineated by corporate governance protocols that require directors to authorize significant financial commitments. These approvals typically …
READ MORE →Data source representation clauses with warranties define the accuracy, completeness, and reliability standards of supplied data, ensuring source verification and compliance with applicable laws. …
READ MORE →Audit committee oversight failures often stem from inadequate risk assessment, insufficient financial expertise, and overreliance on management reports, leading to compromised financial transparency. …
READ MORE →Signage agreements violating local zoning codes often involve unauthorized size, height, illumination, or placement. Common infractions include exceeding maximum surface area, improper setback …
READ MORE →Waivers of defenses in bank loan agreements are provisions where borrowers surrender certain legal objections, limiting their ability to challenge loan validity or enforcement. These waivers enhance …
READ MORE →Royalty terms based on gross revenue offer simplicity and transparency but may ignore operating costs, potentially burdening licensees. Conversely, net-based royalties align payments with true …
READ MORE →Approving policies via board resolution requires clear, unambiguous documentation and formal endorsement to ensure legal compliance and governance accountability. Best practices include preparing …
READ MORE →Sharing data with affiliates without privacy approval violates key data protection laws like GDPR and CCPA, exposing organizations to legal penalties and reputational damage. It increases risks of …
READ MORE →Authority thresholds define specific financial and operational limits allowing management to act independently without requiring board approval. Common limits typically empower middle managers for …
READ MORE →Revenue share clauses with tiered royalty triggers allocate revenue percentages based on predefined revenue bands, adjusting royalty rates as sales thresholds are met. These clauses enhance …
READ MORE →Reseller agreements for FDA-regulated medical devices must clearly define regulatory compliance, including premarket approvals and device registration. They establish roles, distribution territories, …
READ MORE →Legal limits on charging interest for late commercial payors are defined by statutory frameworks and contract terms. Statutory rates serve as default standards and impose maximum ceilings to prevent …
READ MORE →Indemnity clauses in influencer partnership deals allocate financial risk by requiring compensation for losses arising from third-party claims, IP infringements, or regulatory breaches linked to …
READ MORE →Perfecting security interests in Minnesota commercial loans involves creating a valid security agreement, ensuring attachment by giving value, and filing a UCC financing statement with the Minnesota …
READ MORE →Conflicting governing law clauses in cross-state deals create significant uncertainty regarding which jurisdiction’s laws apply, complicating contract interpretation and enforcement. Such conflicts …
READ MORE →Back-end participation in indie films offers key crew members (such as directors, lead actors, and pivotal technical roles) a share in the film’s profits, aligning their financial incentives with the …
READ MORE →Converting to a Public Benefit Corporation demands amending the articles of incorporation to define the public benefit purpose clearly and filing these changes with relevant state authorities. This …
READ MORE →Auto-forwarding email accounts raises significant legal concerns involving privacy laws, data protection regulations, and unauthorized disclosure risks. Explicit user consent is typically mandated to …
READ MORE →Red Flag policies that fail to comply with FACTA frequently lack clear, reasonable procedures and omit crucial verification steps, leading to ineffective identity theft detection. Such policies often …
READ MORE →Ratification of past actions without formal minutes serves to validate decisions made outside official documentation, ensuring alignment with organizational policies and legal frameworks. It addresses …
READ MORE →Improper use of NDAs in government contracting often involves overbroad or ambiguous confidentiality clauses that conceal information beyond necessary protection. This misuse suppresses whistleblower …
READ MORE →Conflicts between Standard Operating Procedures (SOPs) and formal legal documents commonly stem from ambiguous language, inconsistent updates, and overlapping regulations, leading to compliance gaps …
READ MORE →A Minnesota company can challenge an arbitration clause on the same grounds that defeat any contract, such as no agreement, no consideration, or fraud, or by showing that the dispute falls outside the …
READ MORE →Removing officers without violating fiduciary duties requires adherence to legal and contractual standards, including valid grounds such as breaches of duty or misconduct. The process must follow …
READ MORE →Licensing and joint ventures are strategic approaches for business expansion involving intellectual property and resource sharing. Licensing grants rights to use IP with limited control and lower …
READ MORE →A warehouseman’s lien grants a storage operator the legal right to retain possession of goods until all storage fees and related charges are paid. The lien arises by operation of law on goods covered …
READ MORE →Exclusivity clauses in industry-specific consulting restrict consultants from engaging competing clients during contract tenure, protecting proprietary information and competitive advantage. Common in …
READ MORE →Legal considerations in intercompany licensing agreements encompass adherence to transfer pricing regulations to ensure arm’s length terms, clear delineation of intellectual property ownership …
READ MORE →Governance failures in corporations result in significant legal risks, including civil and criminal liabilities for directors and officers who breach fiduciary duties. Such failures often lead to …
READ MORE →Refund policy clauses in subscription services specify conditions under which refunds are granted, including eligibility, timeframes, and procedures. Common clauses include pro-rata, no-refund, and …
READ MORE →Structuring licensing agreements for maximum profit requires clear articulation of licensing objectives aligned with business goals. Selecting an appropriate license type (exclusive, non-exclusive, or …
READ MORE →A Certificate of Authority in Minnesota permits foreign entities to legally conduct business within the state. Applicants must demonstrate lawful existence in their home jurisdiction and comply with …
READ MORE →Executive misconduct involves violations of legal and ethical standards by senior management, threatening organizational integrity and stakeholder trust. The board holds a fiduciary duty to monitor, …
READ MORE →Intercompany agreements between U.S. and foreign entities establish legally compliant frameworks addressing jurisdictional differences and tax considerations such as transfer pricing, withholding …
READ MORE →When a member of a Minnesota LLC refuses a capital call, what happens next depends first on the operating agreement. If the agreement required the contribution, the company can collect it unless the …
READ MORE →Board observers and advisors hold distinct roles without formal voting rights or fiduciary duties typical of directors. Observers attend meetings to gain insight but do not participate in …
READ MORE →During a CEO’s medical leave, the board maintains full fiduciary authority to ensure leadership continuity and strategic oversight. It must balance operational stability with respect for …
READ MORE →Retroactive board resolutions can alter the legal status of prior corporate decisions, raising significant concerns about governance transparency and procedural compliance. Their validity depends on …
READ MORE →Departing employees may misuse signature authority to approve unauthorized transactions, such as fictitious vendor payments or inflated expense reports, exposing organizations to legal and financial …
READ MORE →Minnesota law allows a board to take action without convening a formal meeting by written consent. The default rule requires signatures from all directors entitled to vote on the action, but if the …
READ MORE →Overlooked change-of-control clauses in lease agreements pose significant legal risks, including unintended lease terminations and disputes over triggered obligations. Ambiguous definitions of …
READ MORE →Transition services clauses ensure smooth operational continuity immediately after contract exit by defining the scope, duration, and responsibilities of transitional support. They address knowledge …
READ MORE →Unauthorized signing by a CEO without explicit board delegation can lead to contractual invalidity, exposing the company to legal disputes and potential nullification of agreements. The CEO and …
READ MORE →Board ratification of past executive actions presents risks including legal uncertainty and compromised accountability. Retroactive approval may unintentionally endorse unauthorized decisions, …
READ MORE →Indemnification for downstream data breach liability allocates financial responsibility among parties handling data across multiple entities. It shifts costs arising from breaches to those controlling …
READ MORE →Failure to register DBAs in all required jurisdictions leads to legal and financial consequences, including fines that vary by location and severity. Unregistered DBAs often cause contractual …
READ MORE →Neutral third parties serve as impartial facilitators in disputes, helping parties communicate effectively and work toward resolution. They remain unbiased, promoting fairness and trust, which …
READ MORE →A joint venture triggers securities law compliance when capital contributions or equity interests qualify as securities under federal or state laws, often assessed via the Howey test for investment …
READ MORE →Suing a homeowners’ association board for overreach without explicit owner approval hinges on establishing legal standing by demonstrating direct, personal injury. Boards must act within governing …
READ MORE →Board actions without meetings are legally valid when all directors provide unanimous written consent, or, in Minnesota, when the articles of incorporation permit written action by the number of …
READ MORE →Dual role officers hold multiple organizational positions, often causing internal conflicts of interest due to overlapping responsibilities. These conflicts typically arise from biased …
READ MORE →When arbitration awards are ignored, the prevailing party should first formally notify the non-complying party of their obligation to honor the decision. Attempting direct negotiations or mediation …
READ MORE →Best practices for drafting corporate bylaws in family businesses emphasize balancing legal frameworks with complex family dynamics. Clear role definitions, succession plans, and transparent …
READ MORE →An arbitration agreement does not need a signature to be enforceable. A written arbitration provision is enforceable under 9 U.S.C. § 2, and under Minnesota law an agreement contained in a record is …
READ MORE →Finder’s fee agreements generally breach broker-dealer rules when intermediaries perform activities beyond mere introductions, such as negotiating terms or soliciting investors, without SEC …
READ MORE →Using APIs without proper licenses exposes organizations to significant legal risks, including copyright infringement claims, breach of contract, regulatory penalties, and reputational damage. …
READ MORE →Performance-based penalties in vendor contracts should be structured with clear, objective, and quantifiable performance metrics aligned to contractual obligations. Penalty types and amounts must …
READ MORE →Share dilution is usually legal in a Minnesota company: a corporation’s board may issue new shares the articles authorize, and existing owners’ percentages shrink. It becomes unlawful when the …
READ MORE →Retroactive ratification validates corporate actions initially undertaken without proper authorization by formally approving them afterward. It resolves procedural deficiencies such as unauthorized …
READ MORE →Board bylaws that conflict with articles of incorporation create governance inconsistencies, as articles hold superior legal authority. Such conflicts may involve director powers, amendment …
READ MORE →Choosing between AAA and JAMS arbitration hinges on distinct legal and procedural nuances. AAA employs structured timelines, a tiered fee schedule, and emphasizes in-person hearings, while JAMS offers …
READ MORE →Letter of credit reimbursement clauses specify the applicant’s obligation to repay the issuing bank upon payment to the beneficiary, ensuring bank liquidity and mitigating credit risks in …
READ MORE →Change of control triggers in key vendor agreements are contractual clauses activating specific rights or obligations upon ownership or management changes, such as mergers, acquisitions, or equity …
READ MORE →Streaming platform algorithms rely heavily on viewer engagement metrics like watch time and interaction rates, often amplifying prominent creators and marginalizing niche or diverse content by up to …
READ MORE →Disputes from conflicting governing law clauses across contracts arise when inconsistent jurisdictional provisions create ambiguity in applicable legal frameworks. Such conflicts often stem from …
READ MORE →Legal terms for the use of aggregated user data emphasize informed consent, strict anonymization, and adherence to data minimization principles. Users must provide specific permission, and data must …
READ MORE →Misuse of accredited investor status constitutes a serious securities law violation involving falsified financial information or exaggerated qualifications. Such misrepresentation undermines investor …
READ MORE →Limitations of liability clauses frequently exclude data loss due to challenges in accurately quantifying damages and allocating associated risks. These exclusions typically cover indirect, …
READ MORE →Failure to maintain meeting minutes can lead to significant legal and compliance risks, including difficulties proving adherence to regulations and contractual obligations. It impairs decision-making …
READ MORE →When a Minnesota corporate board votes at a meeting without giving some directors the notice they were owed, the decision is exposed. Chapter 302A of the Minnesota Statutes requires notice of a called …
READ MORE →Split compensation between parent and subsidiary entities must comply with legal, tax, and transfer pricing regulations to reflect economic substance and maintain arm’s length principles. Proper …
READ MORE →Note: The following was prepared on May 2, 2025. Due to the regular changes in tariff law, you should not rely on the accuracy of this information. Instead, consult with your attorney for current …
READ MORE →Change-in-law clauses address the impact of new tariffs by allowing contractual modifications to manage unforeseen regulatory risks. Clear, precise language is crucial to define triggers, scope, and …
READ MORE →Current tariff exemptions and exclusions reduce import costs by selectively waiving tariffs on qualifying goods. Exemptions fully remove tariffs, often requiring strict compliance with customs …
READ MORE →Tariff pass-through clauses in purchase agreements allocate the financial impact of tariff changes between parties to mitigate risk and maintain contract balance. Key elements include defining trigger …
READ MORE →Erroneous tariff payments can typically be refunded if claimants prove misclassification or incorrect valuation under established legal frameworks. Successful refund requests require comprehensive …
READ MORE →A litigation evidence index is a master list of every document, electronic file, and physical item your company holds on a dispute. For each item, it records where the item came from, where it is …
READ MORE →Contesting U.S. Customs tariff classifications requires identifying classification errors based on the Harmonized Tariff Schedule and providing precise evidence such as product specifications, legal …
READ MORE →Challenging U.S. Customs tariff classifications requires identifying factual inaccuracies or legal misapplications under the Harmonized Tariff Schedule. Importers must gather detailed product …
READ MORE →A family governance structure template outlines roles, decision-making protocols, and conflict resolution methods to ensure clear accountability and sustained unity. It promotes transparency, aligns …
READ MORE →Tariff clauses often require adaptation to changing circumstances, with side letters and addendums serving different purposes. Side letters are separate documents that clarify or adjust specific …
READ MORE →Do You Really Need to Switch Attorneys? Most attorney frustrations do not require switching lawyers. The solution is usually better communication, not finding a new one. The most common complaints I …
READ MORE →Change in law clauses are contract provisions that allow parties to adjust terms when statutory or regulatory changes – including new tariffs – materially affect their obligations or costs. These …
READ MORE →Incorrect tariff declarations can lead to substantial financial penalties, varying by the severity and frequency of errors, ranging from fixed fines to percentages of goods’ value. Deliberate …
READ MORE →Recovering tariffs paid in error involves verifying misclassification, incorrect valuation, or improper tariff application, then formally applying for refunds with customs authorities. Eligibility …
READ MORE →A Minnesota judge sets the bond for a temporary restraining order (TRO) or temporary injunction at whatever amount the court considers proper to pay the costs and damages of a party later found to …
READ MORE →The Established Business Relationship (EBR) exception permits telemarketers to contact consumers without prior express consent based on recent transactions or inquiries. Governed by regulations such …
READ MORE →An effective tariff pass-through clause allocates tariff cost changes clearly between contracting parties, defining objective triggers such as new official tariff announcements or material duty …
READ MORE →Corporate secretaries face significant liability risks due to their vital role in maintaining corporate governance. Common sources of liability include non-compliance with regulations, breach of …
READ MORE →Adding tariff clauses to business contracts serves as a crucial legal strategy for managing risks associated with international trade. These clauses define duties and taxes, ensuring compliance and …
READ MORE →Change-in-law clauses are critical in safeguarding contractual relationships from unexpected regulatory changes, particularly in tariff modifications. These clauses allow parties to adapt their …
READ MORE →The inventory capitalization rule requires that all costs associated with acquiring and preparing inventory be capitalized. This includes direct costs such as materials and labor, as well as allocated …
READ MORE →The ultra vires doctrine restricts LLC actions beyond their defined authority, emphasizing the need for clear operational parameters in formation documents. Originally a corporate law safeguard, it …
READ MORE →Ultra vires acts occur when corporations undertake actions beyond their legally defined powers. This principle, rooted in Latin law, safeguards stakeholder interests by deeming such actions invalid. …
READ MORE →The Trap: Why Employment Contracts Backfire Most business owners assume they should have employees sign an employment contract. They’re wrong, and here’s why. When you put employment terms in a …
READ MORE →To calculate the cost impact of tariffs on imported goods, one must first identify applicable tariff rates. This involves using tariff schedules and trade agreements to determine the base price of …
READ MORE →Businesses can recover tariff costs from customers or suppliers through established legal frameworks and strategic negotiations. Compliance with both local and international trade laws is vital. …
READ MORE →Businesses can receive refunds for tariffs paid in error if they can clearly identify overpayment and fulfill specific eligibility criteria. Common reasons for overpayment include tariff …
READ MORE →To contest a tariff classification by U.S. Customs, one must carefully review the classification notice for discrepancies, ensuring proper understanding of product definitions. Gathering relevant …
READ MORE →Once your LLC is formed, one question that comes up often is: How do you prove you’re the owner? It’s not always obvious, especially since Minnesota doesn’t include ownership details in the official …
READ MORE →Minnesota dental practice ownership regulations require that licensed dentists maintain a controlling interest in their practices to uphold ethical standards in patient care. Ownership structures …
READ MORE →The ultra vires act defense is a legal principle that protects corporations from liabilities arising from actions taken outside their authorized powers. It ensures accountability in corporate …
READ MORE →Minnesota has established specific laws to regulate roofing contractors, aimed at protecting homeowners from storms chasers who may engage in fraudulent practices. These regulations require …
READ MORE →The doctrine of unclean hands is a critical principle in commercial lawsuits. It prevents parties with misconduct related to their claims from receiving equitable relief. This legal doctrine …
READ MORE →Price matching policies carry significant legal implications for retailers, including adherence to Federal Trade Commission regulations and varying state-specific laws. Compliance ensures pricing …
READ MORE →Retail return policies are governed by various federal and state laws that ensure consumer rights are upheld. Key regulations include the FTC Act, which mandates clear disclosures, and the …
READ MORE →Navigating farm stand zoning compliance in Minnesota involves understanding various local regulations. Zoning classifications can dictate permissible locations and operational frameworks. Obtaining …
READ MORE →Minnesota’s online tutoring business regulations include tax obligations and compliance with data privacy and consumer protection laws. Minnesota does not license or certify private tutors. The …
READ MORE →Minnesota enforces strict outdoor advertising signage restrictions aimed at maintaining aesthetic integrity and public safety. Regulations govern the size, height, and placement of signs, particularly …
READ MORE →In Minnesota, pet grooming businesses must adhere to specific licensing regulations. This includes completing a recognized training program focused on animal care and grooming techniques. An …
READ MORE →Stop Overthinking AI Prompts Most business owners tell me they aren’t using AI much, or they’re getting mediocre results because they try to craft the “perfect prompt.” In 2025, you don’t need prompt …
READ MORE →False advertising involves the distribution of misleading statements about goods or services, which can harm consumers and violate ethical and legal standards. Common law elements include materiality, …
READ MORE →The Uniform Deceptive Trade Practices Act (UDTPA) in Minnesota safeguards consumers and businesses from misleading marketing practices while promoting fair competition. It defines deceptive trade …
READ MORE →Minnesota’s usury laws impose interest rate limits on various loan types. General written-contract loans are capped at 8% under Minn. Stat. § 334.01, while commercial loans are treated differently: …
READ MORE →The conversion of negotiable instruments is fundamental for enhancing business liquidity and managing financial obligations. This process involves techniques such as discounting, endorsement, …
READ MORE →Businesses in Minnesota affected by deceptive trade practices may recover various legal remedies. These include compensatory, consequential, and punitive damages, along with statutory damages if …
READ MORE →In Minnesota, insurers have a broad duty to defend policyholders against claims, irrespective of the claims’ validity. This obligation is distinct from the duty to indemnify, which pertains to …
READ MORE →False advertising in Minnesota is regulated to protect consumers from misleading marketing practices. Minnesota law, along with significant court rulings, emphasizes the need for truthfulness in …
READ MORE →Unfair trade practices in Minnesota encompass deceptive behaviors that violate consumer rights and ethical standards, such as false advertising and predatory pricing. Violations can lead to legal …
READ MORE →Minnesota’s usury laws regulate interest rates to protect consumers from excessive lending practices. Generally, the maximum interest rate for consumer loans is capped at 8% per annum, with various …
READ MORE →Express authority is explicitly granted through formal agreements or contracts, providing clear guidelines for decision-making. In contrast, implied authority arises from context and established …
READ MORE →A Precious Metal Dealer License is a regulatory requirement for buying and selling precious metals. It ensures dealers comply with legal standards, including accurate reporting, record maintenance, …
READ MORE →Accounting fraud in corporate financial statements represents a significant risk to financial integrity. It involves the deliberate manipulation of financial data to mislead stakeholders, typically …
READ MORE →A Loan Participation Agreement (LPA) enables multiple lenders to share credit risk while financing a single borrower. The originating lender leads the process, managing the loan and communication. …
READ MORE →To start an LLC in Minnesota, choose a name that meets the state’s naming rules, name a registered office, and file articles of organization with the Secretary of State. The LLC is formed when the …
READ MORE →The business necessity defense in employment discrimination cases allows employers to justify practices that may adversely impact protected groups by demonstrating that these practices are crucial for …
READ MORE →Subrogation and assignment clauses are critical in legal contracts, serving distinct functions. Subrogation allows insurers to pursue recovery from third parties, thereby alleviating the financial …
READ MORE →The no additional fees clause is a crucial element in contracts that safeguards against unexpected costs. It promotes transparency by ensuring all fees are disclosed upfront, reducing …
READ MORE →To draft a Letter of Credit Reimbursement Agreement, one must identify all involved parties, including roles and responsibilities. Clearly outline payment terms, specifying amounts, timing, and …
READ MORE →Retail store closures must comply with various legal notification requirements under federal and state laws. The WARN Act mandates a 60-day notice for mass layoffs affecting 50 or more employees if …
READ MORE →To structure a best efforts versus reasonable efforts clause, one must clearly differentiate between the two. Best efforts impose a higher obligation, demanding maximum exertion, while reasonable …
READ MORE →The Ultra Vires Doctrine is a legal concept rooted in English common law that limits the actions of entities, such as corporations and government agencies, to those explicitly granted by law or …
READ MORE →The acknowledgment of consideration clause is a fundamental element in contract law, affirming the exchange of value between parties, which is vital for legal enforceability. This clause clarifies …
READ MORE →Consequential and direct damages represent two categories of losses arising from contractual breaches. Direct damages compensate for immediate losses, such as repair costs or lost wages, directly …
READ MORE →A Fair Market Value (FMV) clause establishes a benchmark for asset valuation in transactions. It defines FMV as the price a knowledgeable buyer and seller would agree upon under normal market …
READ MORE →Restrictive endorsement rules in business banking are essential for securing check transactions. These regulations limit how checks can be processed, enhancing security against unauthorized use. …
READ MORE →Defaulting on an SBA loan can lead to severe financial consequences. Borrowers face increased interest rates, late fees, and potential collection efforts. Credit scores suffer due to negative reports …
READ MORE →An employee relocation agreement is a formal contract that outlines the terms and conditions for an employee’s work-related move. It clarifies the responsibilities and financial support provided by …
READ MORE →A step-in rights clause is crucial in commercial contracts. It permits a designated party to take control in cases of defaults or operational failures, thus ensuring business continuity and effective …
READ MORE →Employer liability for employee fraud is a significant concern, as businesses can be held accountable for fraudulent acts committed by employees within the scope of their work. This vicarious …
READ MORE →Agency theory in business law explores the relationship between principals and agents, highlighting conflicts of interest that arise when agents’ personal motivations diverge from the interests of …
READ MORE →Employee email privacy rights at work are shaped by legal frameworks such as the Electronic Communications Privacy Act (ECPA) and company policies. While employees often expect confidentiality in …
READ MORE →A rescission and restitution clause is an essential element in contract law, establishing the conditions for voiding an agreement and the obligations for returning benefits conferred. It serves to …
READ MORE →Resale restrictions in business contracts are vital for regulating how products are sold. They protect brand integrity, maintain pricing strategies, and ensure controlled distribution. Common types …
READ MORE →Commercial equipment lease defaults arise when lessees fail to fulfill financial commitments, triggering significant repercussions. Late payments and equipment misuse can exacerbate these defaults, …
READ MORE →A consignment of goods agreement clause establishes the fundamental terms and conditions governing the relationship between the consignor and consignee. It defines ownership rights, payment …
READ MORE →Minnesota’s Statute of Frauds, codified at Minn. Stat. §§ 513.01–513.06, serves as a critical safeguard against fraudulent claims by requiring written documentation for specific categories of …
READ MORE →An anti-assignment clause is a contractual provision that restricts or prohibits the transfer of rights or obligations to third parties. Its primary purpose is to maintain the integrity of the …
READ MORE →Minnesota legalized adult-use cannabis in 2023 through HF 100 (2023 Session Laws, Chapter 63), and the state’s regulatory framework is now taking shape. If you’re considering a cannabis transport …
READ MORE →Strategic Planning and the Often Missed Legal Element In strategic planning, leaders often address financials, marketing, and operational aspects while leaving one critical area overlooked: legal …
READ MORE →Food truck operators must comply with strict allergen labeling regulations to ensure consumer safety. Federal laws mandate the identification of the “Big Eight” allergens on packaging, while …
READ MORE →Minnesota taxidermy businesses must comply with a range of regulations governing licensing, record-keeping, and ethical practices. Operators need a state-issued license, requiring proficiency in …
READ MORE →Springing guaranty clauses in loan agreements are pivotal for regulating risk between lenders and borrowers. These clauses activate guarantees contingent upon predefined conditions, such as financial …
READ MORE →Business brokers face significant liability when facilitating the sale of privately held companies. Common issues include misrepresentation of business value, breaches of confidentiality, and failure …
READ MORE →In Minnesota, converting a business entity involves a systematic procedure adhering to state statutes. This process includes an assessment of the current entity structure, drafting a comprehensive …
READ MORE →Structuring a bring-down clause in representations and warranties requires careful consideration of accuracy and integrity in M&A transactions. Key components include alignment with initial …
READ MORE →Structuring a co-packing agreement requires clear definitions of roles, responsibilities, and expectations between brands and manufacturers. Key components include outlining the scope of work, …
READ MORE →A unilateral amendment clause permits one party to alter contract terms independently, raising significant concerns regarding fairness and enforceability. Such provisions can lead to power imbalances, …
READ MORE →The Right of First Refusal (ROFR) in contracts grants a designated party the opportunity to buy or accept an offer before it is presented to others. This right typically requires the owner to notify …
READ MORE →You just confirmed that someone you trusted has been taking money from your company, or a customer has told you that one of your employees stole from them. Before you confront the employee, call the …
READ MORE →To recover social media accounts for businesses, start by assessing the situation and gathering pertinent information. Utilize the recovery tools provided by each platform, ensuring email accounts are …
READ MORE →Misuse of company resources can significantly jeopardize operational integrity and expose businesses to legal liabilities. Business owners have various legal remedies available, including civil …
READ MORE →When employees engage in intellectual property theft, businesses must act swiftly. First, document the incident and notify legal counsel to navigate potential litigation. Securing evidence is crucial, …
READ MORE →When an ex-employee steals computer data, organizations must act promptly. They should recognize signs of data theft, such as unauthorized access and unusual online activity. Immediate actions include …
READ MORE →Cumulative voting and straight voting are two distinct methods for shareholder elections. Cumulative voting empowers minority shareholders by allowing them to allocate multiple votes, fostering …
READ MORE →A springing guaranty clause is a contractual mechanism that activates the guarantor’s obligations upon specific triggering events, such as borrower defaults. It enhances the security of financial …
READ MORE →A cure period clause is an important component of contracts, outlining a specific timeframe for parties to address breaches. Failing to acknowledge or act within this period can lead to severe legal …
READ MORE →Third-party beneficiary rights in business contracts enable non-parties to enforce contractual obligations or claim benefits, influencing contractual enforcement and the standing to sue for breach. …
READ MORE →Sharing competitor data is a common business practice, often used to highlight differences between products, counter misleading claims, or position your company more favorably in the market. While …
READ MORE →Trademarks serve as brand identifiers that allow businesses to build recognition, trust, and loyalty among consumers. They are essential assets that can increase in value over time as brand reputation …
READ MORE →A business name is more than a label – it represents the identity, reputation, and goodwill that a company has built over time. It distinguishes a business from competitors and helps customers …
READ MORE →Bad faith contract termination occurs when one party invokes termination clauses while failing to fulfill their contractual obligations. This behavior undermines principles of good faith and fair …
READ MORE →Contracts are the operating system of a business. Every relationship with a customer, employee, vendor, or partner depends on clear terms that define obligations, allocate risk, and provide …
READ MORE →Why Meeting Minutes Matter If you own an LLC or corporation, you should keep meeting minutes, typically at least annually. Attorneys recommend this as part of maintaining “corporate formalities,” …
READ MORE →As the holidays approach, many Minnesota workplaces may experience a seasonal increase in activity. Employers are encouraged to review wage and hour laws to ensure compliance during this busy time. …
READ MORE →Key Person Insurance and Buy-Sell Agreements for Business Owners Life insurance can play a critical role in securing the future of a business, especially when there are multiple owners or a single …
READ MORE →Trade Secrets Act: Your First Line of Defense Both federal and state trade secrets acts protect businesses that make reasonable efforts to keep information confidential. If an employee downloads your …
READ MORE →The Minnesota Legislature expanded the Deceptive Trade Practices Act (DTPA) in 2024 to include a thirteenth category of actionable conduct: “unfair methods of competition.” This addition (Minn. Stat. …
READ MORE →Irrevocable trusts and quit claim deeds serve distinct purposes in estate planning. An irrevocable trust locks assets away, providing protection from creditors and potential estate taxes while …
READ MORE →Navigating a homeowners association (HOA) lawsuit in Minnesota involves understanding your rights, the legal process, and potential outcomes. Common reasons for litigation include discriminatory …
READ MORE →The most significant clauses in a partnership agreement include provisions for capital contributions, profit and loss distribution, management responsibilities, and decision-making processes. The …
READ MORE →To address profit sharing in a partnership agreement, it is vital to establish clear frameworks for profit allocation. Factors such as individual contributions, risk exposure, and alignment with …
READ MORE →Homeowners in Minnesota are empowered to challenge unreasonable HOA rules that may infringe upon their rights. Understanding the Covenants, Conditions, and Restrictions (CC&Rs) is crucial for …
READ MORE →Minnesota’s account stated claims serve as a foundational legal concept for establishing debt liability between creditors and debtors. These claims arise when a debtor retains an invoice without …
READ MORE →To prevent wrongful termination, employees should first understand their rights and familiarize themselves with company policies. Maintaining thorough documentation of employment agreements, …
READ MORE →In mergers and acquisitions, piercing the corporate veil exposes shareholders to personal liability when the corporate form has been abused. Key grounds for veil piercing include fraudulent transfers, …
READ MORE →When navigating severance options, the decision between lump-sum and periodic payments involves significant legal considerations. Lump-sum payments provide immediate funds but may lead to tax …
READ MORE →Construction loan agreements present various legal issues that require careful consideration. Key terms such as payment schedules, scope definition, change orders, and termination clauses are vital to …
READ MORE →Real estate development agreements are vital for establishing a clear framework among involved parties. Key provisions include defining the scope of work, outlining responsibilities, and setting …
READ MORE →Duty assumption refers to the obligations one party incurs towards another, particularly in tort law. This concept arises when a party voluntarily undertakes a duty, potentially leading to liability …
READ MORE →Deeds delivered to nonexistent entities are deemed void, emphasizing the necessity for recognized legal existence in property transactions. A deed conveying Minnesota real property to an entity …
READ MORE →Mistake, fraud, duress, and misrepresentation serve as crucial legal grounds for rescission, which effectively voids a contract and reverts parties to their pre-agreement positions. A mistake may …
READ MORE →Laches and statutes of limitations both address the timeliness of legal claims but operate under distinct principles. Laches is an equitable doctrine focused on unreasonable delay and its prejudicial …
READ MORE →Transferring partnership interests requires an understanding of your legal rights and obligations. Each partnership type imposes different restrictions and liabilities: transfers are governed by Minn. …
READ MORE →Constructive trusts serve as essential instruments in family law, ensuring fair asset distribution and addressing unjust enrichment amidst relationship breakdowns. They arise from actions …
READ MORE →Restitution and compensation represent two fundamental legal remedies that differ significantly in their objectives and applications. Restitution aims to restore a party to its original position prior …
READ MORE →Short-term rental regulations present significant legal considerations for property owners. Local jurisdictions enforce zoning laws that dictate rental legality, including guest capacity limits and …
READ MORE →Employee misconduct can lead to considerable legal risks and operational issues within organizations. Therefore, implementing comprehensive HR policies is vital. These policies should clearly define …
READ MORE →In business disputes, constructive trusts serve as an important legal remedy addressing unjust enrichment and wrongful conduct. These trusts do not require formal agreements; instead, they are …
READ MORE →Bid rigging and procurement collusion critically undermine fair competition and distort public contracting processes. These illegal activities manifest through mechanisms such as coordinated bids, …
READ MORE →Terminating stock option plans involves intricate legal considerations for employers. Compliance with regulations, such as the Internal Revenue Code and the Securities Exchange Act, is paramount. …
READ MORE →Unlawful detention of property involves the unauthorized retention of assets, infringing on the rightful owner’s rights. The legal framework for restitution includes the identification of unlawful …
READ MORE →Constructive trusts and resulting trusts both protect property rights, but they solve different problems. A constructive trust is a court-imposed remedy that strips property from someone who obtained …
READ MORE →A breach of fiduciary duty opens the door to several legal remedies, and one of the most powerful is the constructive trust. A constructive trust is an equitable remedy a court imposes to prevent …
READ MORE →Default interest rates impose additional charges on borrowers who fail to meet their contractual obligations. Legally, these rates must comply with specific statutory limits to ensure fairness and …
READ MORE →Digital assets, such as cryptocurrencies, intellectual property, and digital content, introduce distinct legal complexities in replevin actions. Key issues include unclear ownership frameworks and the …
READ MORE →Laches is a legal doctrine that prevents a party from seeking equitable relief due to an unreasonable delay in asserting their claims. The key elements involve the existence of a substantial and …
READ MORE →Understanding the rights and remedies for breaches of commercial leases is essential for both landlords and tenants. Common breaches include failure to pay rent and neglecting property maintenance. …
READ MORE →Predatory pricing practices involve setting prices below cost to eliminate competition, triggering legal scrutiny under state statutes and federal antitrust laws. Businesses must understand the legal …
READ MORE →Constructive trusts are essential in fraud cases, acting as equitable remedies to reverse unjust enrichment. When a wrongdoer acquires property through deceit, the court can impose a constructive …
READ MORE →Guarantors have specific rights and obligations in the event of loan default. Under a guaranty of payment, the standard form for most commercial guaranties, the lender may seek repayment from the …
READ MORE →Unionized employees must navigate specific legal issues related to severance, primarily dictated by collective bargaining agreements (CBAs). These agreements often outline severance pay terms, …
READ MORE →Misappropriated funds often justify the establishment of constructive trusts to rectify ownership disputes and prevent unjust enrichment. Such trusts arise when property is acquired through wrongful …
READ MORE →Tortious interference in government contracts involves unlawful disruption of contractual relationships by third parties. For a claim to succeed, there must be an existing valid contract, the …
READ MORE →Performance management goes beyond annual reviews. It is a structured process for aligning individual goals with business objectives while staying compliant with federal and state employment laws. HR …
READ MORE →Roommate disputes often stem from issues like cleaning habits, noise levels, guest policies, and financial obligations. Understanding the lease agreement is essential, as it outlines each roommate’s …
READ MORE →Yes, you can generally rehire an employee who received severance pay. Accepting a severance package does not, by itself, bar reemployment. What controls is the language of the severance agreement. …
READ MORE →Tenants have a legal right to safe, sanitary living conditions. When a landlord fails to maintain a rental property, tenants can report the defects, bring a rent escrow action, seek a court order for …
READ MORE →Bailments and custody are central to the replevin process, directly influencing the recovery of personal property in disputes. The legal obligations of bailors and bailees define the framework within …
READ MORE →The tax implications of severance packages significantly affect both employees and employers. Severance payments are categorized as supplemental wages and subject to federal income tax withholding …
READ MORE →Insurance contracts define the rights and responsibilities of parties involved, detailing coverage limits and claims processes. Tortious interference, on the other hand, refers to unlawful disruption …
READ MORE →Cross-default clauses are contractual provisions that connect the default status of one obligation to others, significantly influencing legal frameworks and enforcement strategies in financial …
READ MORE →In real estate transactions, tortious interference can jeopardize contractual relationships and financial stability. This often arises when third parties improperly disrupt leases or negotiate sales …
READ MORE →Commercial impracticability is a legal doctrine that excuses contractual performance due to unforeseen events that significantly burden the obligor. Recognized primarily under the Uniform Commercial …
READ MORE →Promissory notes are vital legal documents requiring meticulous drafting and strict compliance with relevant regulations. Key elements include principal amount, interest rate, payment schedule, and …
READ MORE →IP clauses in business contracts are crucial for protecting intellectual property (IP) assets. They safeguard trade secrets, clarify ownership rights, and define the scope of protections for patents, …
READ MORE →Employers must adhere to specific legal obligations regarding COBRA benefits when formulating severance agreements. COBRA allows employees to maintain health insurance coverage following qualifying …
READ MORE →Employee training programs are important for enhancing workforce skills, but they must comply with various legal considerations. Understanding federal employment laws, such as Title VII and the …
READ MORE →Replevin serves as a crucial legal remedy in fraud cases, enabling plaintiffs to reclaim personal property that has been wrongfully taken or retained. This action requires the plaintiff to prove legal …
READ MORE →In addressing deceptive trade practices, businesses can employ several effective legal defenses. These include establishing a lack of intent to deceive, showcasing good faith actions, and presenting …
READ MORE →Breach of joint venture agreements can lead to several legal impacts that affect both operational and financial stability. Key consequences include the potential for specific performance orders, …
READ MORE →False advertising involves misleading claims, deceptive pricing practices, and inadequate disclosure of product risks. It can undermine consumer trust and lead to legal repercussions, including …
READ MORE →Comparative advertising can effectively highlight product advantages but comes with significant legal risks. Claims must be truthful and substantiated to comply with federal and state regulations, …
READ MORE →Remedies for breach of fiduciary duty include seven distinct legal options. Affected parties can pursue legal action for damages, seeking compensation for financial losses. Rescission of contracts can …
READ MORE →Calculating damages in business defamation cases requires a strategic approach. Start by understanding the type of defamation (libel or slander) as this affects liability. Collect robust evidence …
READ MORE →Cease and desist letters are fundamental tools in combating cyberbullying and harassment. They serve as formal warnings to aggressors, demanding an immediate halt to harmful behaviors while outlining …
READ MORE →The enforceability of contracts is influenced by seven key factors. First, mutual agreement requires clear offers and acceptance. Second, parties must have the capacity to contract, which typically …
READ MORE →Crisis control in PR scandals requires a strategic legal approach that minimizes reputational damage while paving the way for successful litigation. Organizations must first identify potential legal …
READ MORE →To recover damages for a breach of fiduciary duty in Minnesota, you must prove four elements: duty, breach, causation, and damages. In other words, you must show that the other person owed you a …
READ MORE →Franchise businesses face significant antitrust challenges that require careful navigation of legal complexities. Understanding key antitrust laws, such as the Sherman Act and Clayton Act, is crucial …
READ MORE →Deceptive pricing presents substantial legal risks, including potential penalties for violating truth-in-advertising laws. Misleading tactics such as false discounts and bait-and-switch strategies can …
READ MORE →Joint ventures often encounter several common legal disputes that can jeopardize operational success. Misaligned objectives can lead to management conflicts, while breaches of contract result from …
READ MORE →False advertising presents seven notable legal risks that can severely impact consumer protection. These include misleading health claims, deceptive endorsements, and failures to disclose critical …
READ MORE →In real estate disputes, employing a cease and desist order can effectively address several critical issues. These include unlawful property access, breach of contract, nuisance complaints, …
READ MORE →Corporate spin-offs frequently lead to complex disputes that can undermine their intended benefits. Key areas of contention include ownership and valuation disputes, often driven by ambiguous …
READ MORE →To effectively resolve defamatory statements, one must follow seven essential steps. Begin by understanding the basics of defamation, particularly the nature and implications of false claims. Next, …
READ MORE →Navigating stepparent rights in Minnesota requires careful understanding of legal frameworks surrounding custody, visitation, and adoption. Stepparents do not automatically gain rights through …
READ MORE →In Minnesota, court judgments are subject to statutory interest rates, specifically a fixed rate of ten percent for judgments or awards exceeding $50,000, except for those for or against the state or …
READ MORE →A cease and desist letter is a practical tool for taking control of an aggressive debt collection dispute, but its power depends on understanding exactly what it does and does not do. The Fair Debt …
READ MORE →Breaching a non-disclosure agreement (NDA) can lead to significant legal consequences. Financial damages often arise, including compensatory and punitive damages, alongside legal fees that burden the …
READ MORE →Affidavits play a crucial role in justifying attorney fees by providing credible evidence that supports fee requests. Courts require thorough documentation and comparisons to community standards, …
READ MORE →Understanding judgment liens in Minnesota is essential for your financial health. A judgment lien secures a creditor’s claim against your property following a court ruling. When a judgment is …
READ MORE →Calculating damages in breach of contract cases requires a systematic approach. First, understand the breach type and its implications. Identify applicable damages, including compensatory, …
READ MORE →When faced with the choice between contract rescission and reformation, it is crucial to analyze the specific circumstances of the contract. Rescission completely voids the contract and restores …
READ MORE →Government contracts are binding agreements that require strict adherence to obligations. Breaches can be categorized as minor, material, or anticipatory, each carrying specific consequences. For …
READ MORE →To establish a defamation claim, seven critical elements must be proven. First, the statement’s falsity must be established. Second, the statement must be published, meaning it was communicated to a …
READ MORE →Yes. A creditor holding a money judgment in Minnesota can take a debtor’s domain name by garnishing it and asking the court to appoint a receiver who sells it and applies the proceeds to the judgment. …
READ MORE →Navigating the complexities of partition actions requires a thorough understanding of the legal frameworks governing co-ownership disputes, particularly under Minnesota Statutes Chapter 558. This …
READ MORE →Navigating trust termination in Minnesota involves adhering to the Minnesota Trust Code and ensuring compliance with legal requirements. A trust may terminate due to fulfilled purposes, expiration, or …
READ MORE →Unlocking Minnesota’s adverse possession secrets reveals a legal doctrine that allows individuals to claim ownership of land without formal title transfer. To succeed, claimants must demonstrate …
READ MORE →Civil conspiracy in Minnesota involves the collaboration of two or more parties to achieve an unlawful objective or to execute a lawful act through unlawful means. Legal standards necessitate clear …
READ MORE →In business law, the concept of limited liability serves as a cornerstone for business owners seeking to protect their personal assets from corporate debts, as discussed in forming an LLC in …
READ MORE →When a former employee sues your Minnesota company and the complaint claims emotional distress, the Minnesota Supreme Court has sharply limited the stand-alone distress claims. The larger exposure is …
READ MORE →Minnesota’s interest accrual laws significantly influence legal judgments, particularly through the establishment of a 10% pre-verdict interest rate for damages exceeding $50,000, as outlined in …
READ MORE →The deadline for filing motions for attorneys’ fees is a crucial aspect of federal litigation. Under Federal Rule 54, these motions must be submitted within 14 days of the judgment. It is important …
READ MORE →Landlords must recognize the serious legal implications tied to privacy invasions. Nearly 40% of tenants report unauthorized intrusions, highlighting growing risks. Courts enforce strict standards …
READ MORE →Yes, you can sue out-of-state corporations in Minnesota if you can establish personal jurisdiction. This requires demonstrating that the corporation has sufficient connections to the state, such as …
READ MORE →Apparent authority is a pivotal concept in contract law that arises when a third party reasonably believes an agent possesses the authority to act on behalf of a principal. This belief does not …
READ MORE →Divorce liens in Minnesota are crucial tools for enforcing financial obligations, illustrating the significant influence lawyers hold in these complex matters. They ensure that property division …
READ MORE →The statute of limitations is critical in both federal and state courts, dictating the time frame for initiating lawsuits. Typically, federal claims adhere to the limitation periods set by state law …
READ MORE →Altering promissory notes can have serious legal ramifications. Under Minnesota’s Uniform Commercial Code, an unauthorized change that is material discharges no one and the note remains enforceable …
READ MORE →Courts have the authority to rewrite contracts through a process called contract reformation, which aims to modify written agreements to accurately reflect the parties’ true intentions. This legal …
READ MORE →Winning against frivolous claims in Minnesota demands a strategic approach rooted in legal rigor. Understand the criteria outlined in Rule 11, which explicitly prohibits claims without substantive …
READ MORE →Homeowners confronting unfair HOA fees in Minnesota should first familiarize themselves with the governing documents that outline fee structures. Transparency in assessments is essential; homeowners …
READ MORE →In Wisconsin, trust contests arise when parties challenge the validity of a trust based on grounds such as undue influence, mental incapacity, or fraud. Eligibility to contest typically includes …
READ MORE →As an attorney practicing in Minnesota, I’ve witnessed firsthand the devastating impact of Ponzi schemes on investors and the complex legal landscape surrounding the recovery of funds. This article …
READ MORE →Financial mismanagement can reveal crucial warning signs of embezzlement. Key indicators include unexplained financial discrepancies, lack of proper documentation, and irregular transaction patterns. …
READ MORE →Non-compliance with corporate bylaws can have far-reaching legal consequences, including lawsuits, reputational damage, and financial losses, exposing directors and officers to personal liability and …
READ MORE →Inaccurate or incomplete corporate meeting records can have severe legal implications, including shareholder lawsuits, regulatory investigations, and criminal liability for corporate officers. Failure …
READ MORE →A breach of a shareholder agreement can lead to severe legal consequences, including damages, specific performance, and rescission of the contract. Failure to meet financial obligations, …
READ MORE →To draft an effective buyout clause in a shareholder agreement, it’s vital to understand the diverse goals and motivations of shareholders, as they impact the structure and terms of the clause. …
READ MORE →Removing directors through corporate bylaws can have significant legal implications, exposing the company and its directors to potential disputes, liabilities, and legal challenges. A well-crafted …
READ MORE →The integration of intellectual property (IP) protection strategies is paramount in supply chain management to mitigate risks of IP theft, infringement, and reputational damage. Complex supply chains …
READ MORE →Intellectual property and trademarks are distinct yet interconnected concepts. Trademarks, a specific type of intellectual property, protect brands, logos, and symbols, ensuring exclusive rights to …
READ MORE →Influencer marketing relies heavily on intellectual property (IP) protection, which safeguards creative works, proprietary information, and brand assets from unauthorized use, infringement, and …
READ MORE →Directors who engage in misconduct in corporate governance may face severe legal consequences, including civil liability, criminal charges, and regulatory enforcement actions. Monetary penalties, …
READ MORE →Redemption rights in shareholder agreements provide a pivotal mechanism for shareholders to manage their investments and exit strategies, offering flexible options to buy or sell shares under specific …
READ MORE →The intersection of open-source software and intellectual property rights has created a complex landscape where traditional notions of ownership and protection are being redefined. Open-source …
READ MORE →In the retail landscape, intellectual property plays a crucial role in differentiation, brand protection, and revenue generation, as it enables businesses to safeguard their unique brand identities, …
READ MORE →Updating corporate minutes documentation requires a methodical approach to maintain accuracy, completeness, and compliance. Designate a trained minutes custodian to maintain records, identify …
READ MORE →Accurate and thorough documentation of board decisions and actions is vital for ensuring transparency, accountability, and compliance with regulatory requirements. A detailed documentation policy …
READ MORE →The legal aspects of shareholder access to board meetings are founded on a dynamic interplay between corporate law, securities regulations, and governance principles. Shareholders’ fundamental right …
READ MORE →Mergers and acquisitions inherently involve complex ethical considerations that can have far-reaching legal and reputational consequences if not properly addressed. For more on how these transactions …
READ MORE →In the digital landscape, intellectual property (IP) rights play a vital role in protecting the creative outputs and innovative expressions that drive digital marketing strategies. IP rights provide …
READ MORE →A shareholder agreement with a Right of First Offer (ROFO) provision is a crucial instrument for existing shareholders to maintain control and influence over a company’s business strategy. This …
READ MORE →Cloud computing’s decentralized architecture and virtual infrastructure raise complex intellectual property (IP) concerns, necessitating a reevaluation of traditional IP concepts, such as …
READ MORE →In the context of mergers and acquisitions, corporate bylaws play a critical role in shaping the governing framework of the combined entity. A thorough review of the target company’s bylaws is crucial …
READ MORE →Effective management of conflicts of interest relies heavily on the establishment of robust legal frameworks that outline clear standards, guidelines, and regulations for identifying, disclosing, and …
READ MORE →Inaccurate or incomplete board meeting minutes can have severe legal implications, exposing organizations to allegations of corporate governance failures, regulatory non-compliance, and liability for …
READ MORE →Corporations are leveraging cutting-edge technologies to revolutionize the documenting of corporate meeting minutes, transforming a traditionally time-consuming and error-prone process into a …
READ MORE →During corporate changes, poor documentation can have far-reaching legal implications, exposing companies to regulatory non-compliance, disputes, and litigation. Inadequate documentation can lead to a …
READ MORE →Indemnification clauses in corporate bylaws decide who pays when a director or officer is sued for something done in office. Minnesota reverses the default most bylaw forms assume. Minn. Stat. § …
READ MORE →Engaging in unethical business practices can lead to severe legal consequences, including fines, lawsuits, reputational damage, and even criminal prosecution, negatively impacting a company’s bottom …
READ MORE →Voting rights are a fundamental component of shareholder agreements, outlining the privileges and limitations of shareholders in influencing corporate decision-making and governance. These rights can …
READ MORE →Board members face personal liability when they breach fiduciary duties, fail to disclose conflicts of interest, or neglect oversight responsibilities. The consequences range from derivative lawsuits …
READ MORE →Establishing clear and effective confidentiality provisions in a shareholder agreement is vital for safeguarding a company’s sensitive information, intellectual property, and business interests. A …
READ MORE →Corporate bylaws are a critical component of a family-owned business’s governance structure, outlining the rules and procedures that govern the company’s operations, management, and decision-making …
READ MORE →Board member conflicts of interest can have severe legal implications, exposing directors to personal liability, regulatory penalties, and reputational damage if not properly disclosed, managed, and …
READ MORE →In mergers and acquisitions, corporate directors have a fiduciary duty to act in the prime interests of the company and its shareholders. Effective board oversight is critical to verifying that the …
READ MORE →A franchise fee refund policy review is essential to understand the terms and conditions governing refunds of initial investments made by prospective franchisees. Refund policies vary, with fixed, …
READ MORE →Estate buyouts involve a complex interplay of legal, financial, and emotional factors, requiring a thorough understanding of contractual, valuation, and tax implications. Effective estate buyout …
READ MORE →Severance agreements often include health benefits as a vital component, providing departing employees with continued medical, dental, and vision coverage, as well as life insurance and disability …
READ MORE →Severance agreements vary substantially across different job levels, with senior executive packages often including lucrative benefits and protections, while managerial positions and non-management …
READ MORE →Union employees, as part of collective bargaining agreements, possess specific rights and protections that greatly influence the negotiation and implementation of severance agreements. These …
READ MORE →Employee options in severance agreements can profoundly impact an individual’s financial well-being and overall severance package. These agreements outline the terms and conditions of an employee’s …
READ MORE →The key differences between cooperatives and corporations lie in their ownership and membership structures, liability and asset protection, taxation and financial reporting, governance and …
READ MORE →Establishing a business incubator requires a thorough understanding of the legal aspects that govern its operation. Contracts and agreements outline terms and conditions of partnership, specifying …
READ MORE →Trustees have a fiduciary duty to maintain accurate records of trust administration and to report regularly to beneficiaries. These obligations cover secure document storage, financial record …
READ MORE →In mergers and acquisitions, severance agreements play a critical function in facilitating a seamless handover, as they outline the terms of departure for employees and can substantially impact the …
READ MORE →Employers who include non-disclosure agreements (NDAs) in severance packages must navigate complex legal requirements to avoid retaliation claims and unenforceable provisions. Courts have consistently …
READ MORE →During corporate spin-offs, effectively managing severance agreements is pivotal to facilitate a seamless handover, maintain employer brand reputation, and minimize potential litigation risks. …
READ MORE →Employee handbook requirements vary by state, with each jurisdiction imposing its own rules and regulations that employers must follow to maintain compliance. While some states require specific …
READ MORE →A warranty in a contract is an assurance or undertaking that a product or service will meet certain standards, providing confidence to consumers and protection against defects or failures. Warranties …
READ MORE →Employee handbooks typically include vital clauses that outline expectations, rights, and responsibilities for both employers and employees. Common clauses found in employee handbooks include …
READ MORE →Distribution agreements involve numerous legal issues that can impact the partnership between distributors and suppliers. Contractual disputes can arise from unclear terms and conditions, while …
READ MORE →Non-profit organizations can adopt various legal structures to achieve their mission, each offering distinct benefits and governance models. A corporation offers limited liability protection, tax …
READ MORE →Joint stock companies offer a range of advantages that contribute to their success. Limited liability protection shields shareholders’ personal assets from company debts and liabilities. Access to …
READ MORE →Resolving rent arrears requires a multifaceted approach that addresses the underlying causes, establishes open communication, and offers tailored solutions. A thorough analysis of the root cause is …
READ MORE →Lease agreement fraud in Minnesota is a lie, or in some situations a silence, that induces a landlord or tenant to sign a commercial lease. The defrauded party can rescind the lease or keep it and sue …
READ MORE →Tenants have the right to seek legal recourse against harassment and discrimination under federal, state, and local laws that protect their quiet enjoyment of rental premises. The Fair Housing Act and …
READ MORE →Property owners have various legal solutions to protect their rights and interests against unauthorized property access. Trespassing laws provide protections and consequences for unauthorized entry, …
READ MORE →Handling unauthorized tenant issues requires prompt detection and effective strategies to mitigate legal and financial risks. You should conduct thorough background checks, verify employment and …
READ MORE →Unauthorized changes to a lease agreement can have severe legal consequences, including breach of contract and termination of the lease. The breaching party may face litigation, damages, and financial …
READ MORE →When faced with an uninhabitable rental property, tenants have a range of legal solutions available to them. A thorough understanding of tenant rights and local regulations is vital to traversing …
READ MORE →Media and entertainment companies face a broad framework of laws, regulations, and guidelines spanning copyright, data privacy, advertising standards, content ratings, anti-piracy measures, employment …
READ MORE →Price discrimination laws aim to prevent businesses from charging different prices to different customers for the same product or service without justification. These laws promote fairness and …
READ MORE →Minnesota law lets an employer sue an outsider who intentionally and without justification causes its employee to breach an employment contract, and the same claim can reach a business that hires a …
READ MORE →Legal avenues for wrongful termination actions comprise a range of options, including filing a lawsuit against the employer, negotiating a settlement agreement, and filing a claim with the Equal …
READ MORE →Employee monitoring must balance business interests with employee privacy rights. Employers must establish transparent data governance frameworks, implement lawful collection and use of personal data, …
READ MORE →Conducting employee surveys requires a meticulous approach to maintain legal compliance and confidentiality. Informed consent is necessary, providing employees with clear information about survey …
READ MORE →Implementing an effective employee recognition program requires careful consideration of legal implications to ensure fairness, equity, and a positive impact on employee engagement and productivity. …
READ MORE →Implementing a well-structured Performance Improvement Plan (PIP) is essential for organizations to address underperforming employees while mitigating legal risks and maintaining fairness in the …
READ MORE →Flexible work arrangements are legally required for eligible employees, including those with disabilities. Employers must comply with federal laws, such as the Fair Labor Standards Act (FLSA) and …
READ MORE →In business and property law, a vital distinction exists between management rights and ownership rights, with the former referring to the authority to oversee and direct daily operations, while the …
READ MORE →Intellectual property ownership rights are legally recognized claims to control and benefit from original ideas, inventions, and creative expressions. Understanding these rights is vital for creators, …
READ MORE →Entertainment contracts are the backbone of successful projects, outlining terms and conditions between parties involved. A well-structured contract provides clarity, minimizes disputes, and …
READ MORE →Often, yes. In Minnesota, the trustee, personal representative, or beneficiary pulled into a trust or estate dispute can bring claims of their own. Minnesota’s probate code also has its own …
READ MORE →A counterparts clause is a critical contractual provision that establishes the authenticity and validity of duplicate original documents, preventing disputes and misinterpretations by verifying …
READ MORE →A patent assignment agreement, a legally binding contract transferring patent ownership, requires notarization to validate the assignor’s and assignee’s signatures. Notarization requirements vary by …
READ MORE →In partnership voting and decision-making, the distribution of voting power and establishment of a decision-making hierarchy are critical components. Clear role definitions and voting structures …
READ MORE →When employees act improperly, managers often wonder how to handle the situation and how to document what happened. Good documentation can avoid legal problems and provide evidence to help your …
READ MORE →In franchise enforcement, cease and desist letters play a pivotal role in protecting intellectual property, trade secrets, and proprietary information. These legal instruments serve as a formal notice …
READ MORE →When a C Corporation is Best for Small Businesses Choosing the right business structure is crucial for small business owners. While S corporations and LLCs are popular choices, there are specific …
READ MORE →Handling Allegations of Sexual Misconduct in the Workplace Addressing allegations of sexual misconduct in the workplace is a complex and sensitive task for any business. Proper handling of these …
READ MORE →Employers often face the dilemma of allowing employees to use their personal tools and software accounts for work purposes. While it may seem efficient and cost-effective, there are significant risks …
READ MORE →A Cautionary Tale About Handshake Deals I once met a business owner who partnered with his best friend. They orally discussed that the friend could earn a greater ownership stake by meeting certain …
READ MORE →The Importance of Tax IDs for Your Business Understanding the significance of tax identification numbers (Tax IDs) is crucial when running a business. Mistakes in handling Tax IDs can lead to severe …
READ MORE →Managing Deadlines: Avoiding Costly Mistakes for Business Owners Every business operates within the framework of deadlines. Missing a critical deadline can lead to severe consequences, as many …
READ MORE →Workplace Romance: Legal Guidance for Business Owners Legal Landscape Workplace romances involving CEOs or management personnel present intricate legal challenges. When individuals in positions of …
READ MORE →Define Your Core Values, Starting With What Went Wrong One of the best tricks I learned: whenever someone does not work out at your company, write down why. The reason they failed identifies a value, …
READ MORE →CEOs, take note! Expanding your business to new states is exciting, but have you considered the legal implications? Running afoul of state regulations can lead to hefty fines and even lawsuits. In …
READ MORE →Strategies for Dealing with Underperforming Employees Introduction One of the most challenging aspects of running a business is managing underperforming employees. When employees fail to meet …
READ MORE →Source: https://www.revenue.state.mn.us/penalty-abatement-businesses The Minnesota Department of Revenue may assess penalties when you do not comply with state tax laws. You may be able to request an …
READ MORE →In Minnesota, business owners enjoy a straightforward and cost-free process for renewing their LLC or corporation annually. This unique advantage saves entrepreneurs both time and money, reducing the …
READ MORE →The Strategic Advantage of Using a DBA for Your Business Understanding the Role of a DBA in Business A ‘Doing Business As’ (DBA) is not just a formality, it’s a strategic tool for businesses of all …
READ MORE →Handling Employment Disputes: Practical Insights for CEOs and Business Owners Introduction Business leaders often encounter legal challenges, particularly from former employees who are dissatisfied. …
READ MORE →Who Owns the Intellectual Property? In the complex landscape of modern business, intellectual property (IP) often becomes a cornerstone of value and competitive advantage. As companies invest in …
READ MORE →Deciphering Common Law and Statutes What is Common Law? Understanding the intricate workings of the United States legal system can be a challenge, especially for those unfamiliar with terms like …
READ MORE →Ponzi schemes are fraudulent investment operations that promise high returns with little risk, but they rely on the contributions of new investors to pay returns to earlier investors. When these …
READ MORE →What You Need to Know In general, noncompete agreements created on or after July 1, 2023, are illegal, void, and unenforceable in Minnesota. This means that employers will no longer be able to require …
READ MORE →For more on contract law, see our Contracts practice area. Video Overview Elon Musk vs. OpenAI: The Legal Battle The lawsuit between Elon Musk and OpenAI provides critical lessons for CEOs and …
READ MORE →The Essential Guide to Employment Practices Liability Insurance (EPLI) for Business Owners In today’s complex business environment, safeguarding your company against potential legal disputes related …
READ MORE →As 2024 comes to an end, the Minnesota Department of Labor and Industry (DLI) celebrates key achievements. Wage recovery: About $1.8 million recouped for workers. Wage Theft Source: …
READ MORE →Workplace cash theft necessitates a structured response. Recognizing suspicious behaviors among employees is vital. Immediate actions include securing the area and informing management. A thorough …
READ MORE →Digital art theft encompasses unauthorized reproduction, redistribution, and commercial use without consent. To combat this, artists should prioritize copyright registration, which enhances legal …
READ MORE →Maintaining a productive and professional work environment is crucial for the success of any business. Employers often set rules and guidelines to ensure employees adhere to certain standards. Among …
READ MORE →The Fiduciary Duties Every Entrepreneur Should Know Why Fiduciary Duties Matter to Your Business In the complex landscape of business law, the concept of fiduciary duties often goes unnoticed by many …
READ MORE →Avoiding Unpaid Partnerships: Best Strategies to Ensure Payment In the complex world of business relationships, the question of whether to formalize agreements with contracts often arises. Especially …
READ MORE →Understanding Shareholders in a Corporation Definition of Shareholders A shareholder is essentially an owner of a corporation. They hold a stake in the company, represented by the shares they possess. …
READ MORE →Can Your Attorney Drop Your Case Due to Health Concerns? Yes. In fact, where the condition materially impairs the attorney’s ability to represent the client, most state ethics rules make withdrawal …
READ MORE →Why Your Contract Might Be the Key to Recovering Legal Fees When involved in a lawsuit, it is only natural for the involved parties to be concerned about the potential financial burdens they might …
READ MORE →Comprehensive Guide to Starting an Online Magazine Without Legal Issues Choosing the Right State for Your Business When setting up an online magazine, the first decision involves the location of your …
READ MORE →Unlocking Success: How EIN and LLC Boost Business Potential Starting and growing a business requires careful planning and strategic decisions. Two crucial elements in this journey are obtaining an …
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READ MORE →Beyond Patents: Strategies to Shield Your Proprietary Process In the rapidly-evolving world of technology and business, the pressure to protect innovations has never been greater. But what if …
READ MORE →The Double-Edged Sword of Business Partnerships: Pros and Cons Explained As an attorney focusing on business law, I’ve advised numerous clients on the right type of business structure to adopt. While …
READ MORE →The following is the current (updated July 2023) Fact Sheet for Minnesota Sales Tax Guide for Isolated and Occasional Sales. The following post has been adopted from the Minnesota Department of …
READ MORE →The following is the current (updated July 2023) Fact Sheet for Minnesota Sales Tax Guide for Health Care Facilities. The following post has been adopted from the Minnesota Department of Revenue’s …
READ MORE →The following is the current (updated July 2023) Fact Sheet for Minnesota Sales Tax Guide for Food and Food Ingredients. The following post has been adopted from the Minnesota Department of Revenue’s …
READ MORE →The following is the current (updated July 2023) Fact Sheet for Minnesota Sales Tax Guide for Drugs. The following post has been adopted from the Minnesota Department of Revenue’s Sales Tax Fact Sheet …
READ MORE →This guide explains how Minnesota sales tax applies when you sell dietary supplements. It is adapted from the Minnesota Department of Revenue’s dietary supplements sales tax guidance, but the …
READ MORE →Unveiling the Limits: Does an LLC Truly Shield You From Personal Liability? When it comes to forming a business, choosing the right structure can be a critical decision with far-reaching implications. …
READ MORE →Navigating the Complexities of Employment Law: Essential Insights for Entrepreneurs Entrepreneurship is an exciting journey, but one that comes with its fair share of challenges. As a business owner, …
READ MORE →Decoding LLCs: Navigating the Benefits and Drawbacks in Comparison to Other Business Forms When it comes to starting a business, one of the initial decisions entrepreneurs have to make is choosing the …
READ MORE →Why Sole Proprietorship Might Be the Right Choice for Your New Business When it comes to starting a business, one of the most crucial decisions you’ll have to make is selecting the legal structure …
READ MORE →Quantum Meruit vs. Quantum Valebat: A Business Attorney’s Guide to Unjust Enrichment and Implied Contracts In the complex world of contracts and business transactions, the terms “Quantum Meruit” and …
READ MORE →Effective Problem Solving and Decision Making for Legal Professionals In the world of law, professionals are constantly faced with complex situations that require effective problem-solving and …
READ MORE →When you are preparing to start a business or make a change in your existing business, one of the most crucial decisions you’ll make is choosing the right business structure. The structure you choose …
READ MORE →Understanding the Role and Importance of Membership Units in an LLC When launching a Limited Liability Company (LLC), one of the most critical considerations is the ownership structure, including …
READ MORE →When an Attorney Feels Overwhelmed: Withdrawing from a Complex Case Legal representation is founded on trust, skill, and expertise. As clients, we hire attorneys to guide us through the intricate and …
READ MORE →Minimizing Legal Risks in Business Acquisitions: The Asset Purchase Advantage When acquiring a business, potential legal liabilities should be at the forefront of your considerations. One crucial …
READ MORE →Across State Lines: Registering Your Online LLC for Nationwide Success In today’s digital age, the internet has paved the way for entrepreneurs to establish businesses that transcend geographical …
READ MORE →The Biggest Mistake People Make in Sales: A Business Attorney’s Perspective Sales is an art, a science, and a skill that many strive to master. Whether you’re selling a product, a service, or an idea, …
READ MORE →Planning: Safeguarding Your Business’ Financial Future After a Legal Win The business landscape is rife with unpredictabilities, but for some businesses, a significant legal win can be a …
READ MORE →What is Fraudulent Misrepresentation? In the realms of contract law and business transactions, fraudulent misrepresentation is a concept that demands considerable attention. It relates to deceitful …
READ MORE →Hidden Costs in Charity Donations: The Legal Implications of Undisclosed Third-Party Fees Donating to charity is often seen as a generous act of kindness, an intention to support a cause or a mission …
READ MORE →Redefining Legal Interactions: The Transformative Impact of AI on Attorney-Client Relationships In the rapidly evolving landscape of technology, Artificial Intelligence (AI) is at the forefront of …
READ MORE →It is not uncommon for buyers to regret their purchase. Buyers may want to sue for damages or undo their purchase of the business. This article explores the rights and duties of sellers and buyers in …
READ MORE →Navigating the Truth: Strategies to Counteract False Testimonies Perjury, which involves intentionally lying under oath, has been a longstanding issue in legal systems around the world. When a person …
READ MORE →Securing Your Dues: Steps to Take After Winning a Lawsuit Winning a lawsuit can be a significant relief, but the victory is only half the battle. Once the court rules in your favor, you are awarded a …
READ MORE →A former employee walks out with your client list and starts calling your customers. A business partner begins transferring company assets to a personal account. A competitor launches a product built …
READ MORE →What to Do If You Are Facing Defamation, Falsehoods, and Libel In the era of instant information and social media, a person’s reputation can be damaged almost instantly. Whether through an online …
READ MORE →Involuntary bankruptcy is a legal procedure through which creditors can force an individual or a business into bankruptcy proceedings, despite the debtor’s unwillingness to file. The exact criteria …
READ MORE →One of the most intriguing controversies in the music world in recent years revolves around global pop sensation, Taylor Swift, and her quest to regain control of her early music catalog by …
READ MORE →Legal Problems Never Come Alone When a business faces serious legal trouble, the impact radiates outward. The legal issues create financial strain, unpaid receivables, mounting attorney fees, …
READ MORE →Problems, like icebergs, often reveal only a fraction of themselves above the water’s surface. While some challenges in life and business can be anticipated, many emerge from the unexpected, the …
READ MORE →Unveiling the Power of Venture Studios In the ever-evolving landscape of entrepreneurship and innovation, new models and approaches are continually emerging to help shape the future of startups and …
READ MORE →9 Common Ways Employees Embezzle and Commit Internal Fraud Safeguarding a business against internal fraud and embezzlement requires a multi-faceted approach. Implementing robust internal controls, …
READ MORE →Heirs do not owe a Minnesota LLC’s judgment just because the LLC’s registered agent or owner died and they inherited the business, but heirs who received the LLC’s money or assets can be reached to …
READ MORE →Bylaws are a set of rules that govern the internal operations and management of a corporation. Bylaws are adopted by the organization’s governing body, whether that be its board of directors or …
READ MORE →Safeguarding Your Online Business: Legal Protections Beyond State Registration In the rapidly evolving digital landscape, online businesses have become a common way for individuals to sell products or …
READ MORE →Expanding Beyond the Plate: Navigating New Ventures with Your LLC In the ever-evolving landscape of entrepreneurship, the desire to diversify and explore new business ventures is not uncommon. As the …
READ MORE →Clarifying Legal Requirements: DBA Inclusion in Judgments Involving LLCs In the complex landscape of business law, ensuring accurate and comprehensive legal documentation is essential for maintaining …
READ MORE →The Significance of Legal Notices for DBAs in Publications Operating under a “Doing Business As” (DBA) name is a common practice for businesses seeking to operate under a different name than their …
READ MORE →Demystifying DBAs: Renewal, IRS Filing, and EIN Requirements Running a business involves navigating a labyrinth of legal and administrative tasks. One such task that often crops up is the need for a …
READ MORE →Is a Lawsuit Real Even If It Is Not Filed? In legal discussions, the question of whether a lawsuit is real even if it has not been formally filed can evoke a variety of opinions and interpretations. …
READ MORE →Navigating Legal Challenges: Dealing with Lawsuits Involving Judges’ Connections The concept of justice rests on the pillars of fairness, impartiality, and equal treatment for all parties involved. In …
READ MORE →Can a DBA Include “LLC” in the Name? Exploring the Rules and Considerations When it comes to operating a business, choosing the right name is a crucial decision. The name not only represents your …
READ MORE →Navigating Multiple Businesses: One LLC, Two LLCs, or an LLC with a DBA? In the ever-evolving landscape of entrepreneurship, it’s not uncommon for individuals to find themselves juggling multiple …
READ MORE →When Can Contracts Be Broken? Exploring Legal and Ethical Boundaries Contracts are the cornerstone of modern business and legal relationships, providing a framework for parties to exchange goods, …
READ MORE →The Blurred Line: Does Doing Business as a Hobby Provide Legal Protection? In the dynamic world of entrepreneurship and self-employment, the line between hobby and business can often become blurred. …
READ MORE →Navigating Business Incorporation: The Role of Legal Counsel Starting a business is an exciting endeavor that requires careful planning and decision-making. One of the critical decisions you’ll need …
READ MORE →The Illusion of Exclusivity: Unraveling Business Name Registration Guarantees Choosing the perfect name for your business is a crucial aspect of brand identity and market presence. Entrepreneurs often …
READ MORE →Can a Business Be Sued if It’s Not at Fault? Exploring Liability and Legal Complexities In today’s litigious society, businesses often find themselves facing legal challenges and lawsuits, even when …
READ MORE →Is it Safe to Use a Logo Without Registering a Trademark? In the bustling world of business and branding, logos are more than just visual symbols; they are representations of a company’s identity, …
READ MORE →You Can Breach a Contract and Owe Nothing Not every contract breach results in liability. I have counseled clients who were considering breaching a contract where no possible damages existed for the …
READ MORE →Understanding the Reasonable Person Standard: Balancing Objectivity and Subjectivity in Law In legal systems around the world, the concept of the “reasonable person standard” serves as a pivotal …
READ MORE →Exploring the Pros and Cons: Should Businesses with Multiple Locations Have Separate LLCs? The business landscape is ever-evolving, with companies constantly seeking ways to optimize their operations, …
READ MORE →Turning Regrets into Stepping Stones: Harnessing Mistakes for Personal Growth Regrets are an inevitable part of life. We all have moments we wish we could rewrite or decisions we would change if given …
READ MORE →Are Written Actions Required for a Single-Owner LLC or Corporation? When it comes to the governance and decision-making processes of business entities like Limited Liability Companies (LLCs) and …
READ MORE →Understanding the Distinction Between LLC Meeting Minutes and Corporation Meeting Minutes In business governance, meticulous record-keeping and transparency play pivotal roles in ensuring the smooth …
READ MORE →Demystifying the Written Action of the Board of Governors In the intricate landscape of corporate governance, decisions made by the governing body of an organization play a pivotal role in shaping its …
READ MORE →Exploring the Significance of Written Action of the Shareholders In corporate governance and decision-making, shareholders play a pivotal role in shaping the direction of a company. One of the …
READ MORE →Understanding the Importance and Function of a Written Action of the Board of Directors In corporate governance, the decision-making processes of a company’s board of directors play a crucial role in …
READ MORE →The Humble Wisdom of Steve Jobs: Acknowledging Our Dependence on Others Imagine the profound impact of founding a company that stands as a towering pillar in the business world, boasting a valuation …
READ MORE →Exploring the Legality of Paying Foreign Contractors in Cryptocurrency The rapid growth of cryptocurrencies and their integration into various industries has sparked numerous debates and inquiries …
READ MORE →What “Piercing the Veil” Actually Means If you own a corporation or LLC, you generally have limited liability, your personal assets are not at risk for company debts beyond what you invested. Piercing …
READ MORE →Does an Ecommerce Store Need to Register in All 50 States? In the ever-expanding world of ecommerce, businesses have access to a global customer base without the traditional constraints of physical …
READ MORE →Understanding the Circumstances of Lawyer-Client Termination Hiring a lawyer is often a crucial step when dealing with legal matters, as they provide valuable guidance and representation. It is …
READ MORE →Protecting Your Brand: Navigating Trademark Issues for Long-standing Businesses Building a successful business requires a considerable amount of effort, dedication, and investment, especially when it …
READ MORE →Can I Use a Company Name Already in Use Across State Lines? Choosing the right name for your brand or company is a crucial step in establishing your identity in the market. In a vast and …
READ MORE →Exploring the Myth: Are the Best CEOs Introverts or Extraverts? Introduction The world of business and leadership has always been fascinated by the qualities that make an effective CEO. One persistent …
READ MORE →Key Factors to Consider Before Selling or Buying a Business Selling or buying a business is a significant decision that can have far-reaching consequences for entrepreneurs and investors alike. …
READ MORE →Protecting Your Assets: Understanding Trusts, Fraudulent Transfer Laws, and Beneficial Interest The fear of being sued and losing valuable assets can be a daunting prospect for many individuals, …
READ MORE →Navigating Bank Garnishment: Understanding the Process and Protecting Your Rights Dealing with debt can be a challenging and stressful experience. If you owe money to creditors or have defaulted on …
READ MORE →Speak Freely: Overcoming Vocal Paralysis in Public Speaking Public speaking can be an anxiety-inducing experience for many beginners. The fear of judgment, the pressure to perform, and the spotlight …
READ MORE →Navigating the Thin Line: The Dual Impact of Stress on Business Owners Stress is an omnipresent aspect of modern life, and for business owners, it can be both a powerful motivator and a formidable …
READ MORE →Arbitration is a well-established and widely used means to end disputes. It is one of several kinds of Alternative Dispute Resolution, which provide parties to a controversy the ability to avoid …
READ MORE →How to Determine the Best Time to Sell Your Business Selling a business is a significant decision that can have a profound impact on an entrepreneur’s life. Whether it’s the result of personal …
READ MORE →Essential Steps to Selling Your Business Successfully Selling a business is a significant decision that requires careful planning and execution. Whether you are a seasoned entrepreneur looking to move …
READ MORE →Transitioning Media Production S-Corp into LLC Holding Company for Real Estate Investing: A Strategic Move for Diversified Wealth As businesses evolve and investors seek to expand their portfolio, …
READ MORE →Unveiling the Timeless Gems: Businesses That Stand the Test of Time Starting a business is often accompanied by risks and uncertainties, making the entrepreneurial journey a challenging one. While …
READ MORE →The Prudence of Avoiding Seller Financing for Business Sellers When selling a business, one crucial aspect that sellers need to carefully consider is the method of payment they offer to potential …
READ MORE →The Role of an Attorney: Representing the Business or Business Owner? business law is a complex and dynamic arena, requiring the expertise of skilled attorneys to navigate its intricacies. One …
READ MORE →Is a Letter of Intent (LOI) Binding and Enforceable? A Letter of Intent (LOI), also known as a Memorandum of Understanding (MOU) or a Term Sheet, is a widely used document in business negotiations and …
READ MORE →Top Strategies for Successfully Selling Your Business Selling a business can be a complex and emotionally charged process. Whether you’re an entrepreneur looking to move on to new ventures or a …
READ MORE →Unraveling the Pitfalls of Lengthy and Legalese Contracts Contracts play a crucial role in various aspects of our lives, from business agreements to consumer transactions. The prevalence of lengthy …
READ MORE →Exploring Your Business Idea: Sole Proprietorship with DBA vs. LLC Turning a business idea into a reality can be an exciting yet challenging endeavor. Before fully committing to a specific business …
READ MORE →Maximize Your Gains: Uncover Optimal Financial Solutions for Your Business Transaction When it comes to buying or selling a business, financing the transaction is often a crucial aspect. Whether …
READ MORE →When Should a Business Owner Hire a COO? Key Indicators and Considerations Running a successful business involves juggling numerous responsibilities, making crucial decisions, and ensuring the smooth …
READ MORE →When Should a Small Business Hire a CPA? Starting and managing a small business involves juggling multiple responsibilities, from sales and marketing to operations and finance. While many small …
READ MORE →Advisory Board vs. Governing Board Most small businesses don’t need a formal board of directors right away. An advisory board gives you outside input without surrendering decision-making authority, …
READ MORE →The Problem Starts When You Hit 10 Employees Most business owners start by doing everything themselves, then hire people and delegate directly. That works until roughly 10 employees. Beyond that, you …
READ MORE →This article explains what an “affirmative defense” is and what is meant by each of the common affirmative defenses. What is an Affirmative Defense? An affirmative defense is a legal argument that a …
READ MORE →The Minnesota Statute of Frauds does not prohibit oral contracts generally; rather, it requires certain specified agreements - such as those not performable within one year - to be in writing before …
READ MORE →Exploring the Potential of Holding Companies: Should You Restructure Your S Corp or C Corp? Business owners often consider restructuring their corporations to optimize tax advantages, enhance asset …
READ MORE →When Paying Your Kids as Employees is Not a Wise Move for Business Owners Business owners often explore various strategies to minimize their tax burdens, and one popular suggestion found on the …
READ MORE →Establishing a Holding Company or Trust for Your Existing Company: A Strategic Approach As a business owner, you may reach a point where considering the establishment of a holding company or trust for …
READ MORE →Understanding the Legal Implications of Maintaining Two Bank Accounts for Your DBA Starting a business can involve multiple ventures or branches, and it’s not uncommon for entrepreneurs to operate …
READ MORE →Copyright infringement is a serious matter that arises when someone uses, reproduces, or distributes copyrighted material without permission from the original creator. The question of whether making …
READ MORE →Unveiling Copyright Infringement In today’s digital age, where information and creative works are easily accessible and shareable, copyright infringement has become a prevalent issue. Whether you are …
READ MORE →Does Having a Will Avoid Probate? Understanding the Relationship between Wills and Probate The process of probate often seems daunting and mysterious, leaving many individuals wondering if having a …
READ MORE →Concealing Ownership: Strategies for Hiding Company Ownership In today’s business landscape, maintaining privacy and confidentiality has become a priority for many entrepreneurs and companies. …
READ MORE →Exploring Trusts: Unveiling the Dynamic Realm of Legal Fiction for Purposeful Arrangements In legal structures, trusts stand as unique entities that offer individuals and organizations an avenue to …
READ MORE →Understanding Proxy Votes: Empowering Shareholders in Corporate Decision-Making In corporate governance, a proxy vote plays a pivotal role, allowing shareholders to have a say in the decision-making …
READ MORE →Avoiding the “Family” Label: Why Business Owners Should Opt for More Professional Terminology In recent years, there has been a growing trend among business owners to refer to their employees as …
READ MORE →Safeguarding Your Funds: The Security of Money in Venmo and PayPal In an increasingly digital world, mobile payment platforms like Venmo and PayPal have become popular options for quick and convenient …
READ MORE →Contributing funds to your limited liability company (LLC) is an essential step in establishing and maintaining its financial stability. Whether you’re starting a new venture or injecting additional …
READ MORE →In legal proceedings, the concept of a default judgment plays a significant role. It occurs when one party in a case fails to take appropriate action or fails to respond to a lawsuit within the …
READ MORE →The Importance of NDAs: Do You Need Manufacturing Partners to Sign an NDA before Disclosing a Concept Product? Bringing a concept product to life requires collaboration with various partners, …
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READ MORE →Navigating the Unpredictable: How Lawyers Handle Cases They Are Certain to Lose In the world of law, attorneys are often faced with challenging situations where they find themselves representing …
READ MORE →Can You Work for Someone Who Signed a Nonsolicitation Agreement with Your Employer? When considering new employment opportunities, it’s essential to be mindful of any legal agreements you have signed …
READ MORE →The Power of Symbolic Lawsuits: Understanding the Significance of $1 Claims In the world of lawsuits and legal battles, it may seem puzzling when individuals file lawsuits seeking damages of just $1. …
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READ MORE →Does the Minnesota Noncompete Ban Affect Contracts Signed Before July 1st, 2023? Video Transcript: No, it doesn’t. There was a huge law passed in Minnesota that banned noncompete agreements in all …
READ MORE →When Does a Noncompete Agreement Expire? Noncompete agreements are contracts commonly used by employers to restrict employees from engaging in competitive activities after leaving their employment. …
READ MORE →Exploring Alternatives to “Yes” or “No” in Noncompete Negotiations Negotiating a noncompete agreement can be a delicate and intricate process, as it involves balancing the interests of both parties …
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READ MORE →Navigating False Cease and Desist Letters Receiving a cease and desist letter can be a stressful experience for individuals and businesses alike. These legal documents are typically sent to demand the …
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READ MORE →Content Creators & Investors For content creators, whether on YouTube, social media, or other platforms, the question arises: should they look for investors? It’s important to understand that …
READ MORE →Defending Your Image: Battling Anonymous Defamation In today’s interconnected world, where information spreads rapidly through various online platforms, defamation has become an unfortunate reality …
READ MORE →Can you use Google Images for your business? Usually not without permission. Google Images is a search engine: it indexes pictures from other websites and does not own the copyright in them. The …
READ MORE →Seeking Compensation in Code Disputes: Can Employees Take Legal Action? In today’s digital age, software and code are the backbone of many industries. From tech giants to small startups, companies …
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READ MORE →Can You Enforce a Contract with No Evidence? Contracts serve as the backbone of legal agreements, providing a framework for business transactions and personal arrangements. In the world of contract …
READ MORE →Unveiling the Evidentiary Potential: Exploring Voice Recordings as Proof of Oral Contracts Contracts are essential legal agreements that outline the terms and conditions between parties involved in a …
READ MORE →Choosing the Right Entity for Your Insurance Policy: Personal Name, LLC, or DBA? When it comes to securing an insurance policy, one of the decisions you’ll need to make is whether to have it …
READ MORE →Understanding Foreign Entity Registration In today’s digital age, the concept of a traditional brick-and-mortar business has evolved significantly. With the rise of the internet and remote work, …
READ MORE →Unraveling the IRS Perspective on DBAs When starting a business, many entrepreneurs choose to operate under a “Doing Business As” (DBA) name instead of their personal name or legal entity. A DBA, also …
READ MORE →Unlocking Brand Potential with Special Characters in Business Names When it comes to establishing a business, many entrepreneurs opt for a “Doing Business As” (DBA) name to operate under a different …
READ MORE →How a Business DBA Can Supercharge Your SEO Search Engine Optimization (SEO) is a vital aspect of any successful online business. It involves optimizing a website’s visibility on search engine result …
READ MORE →Unveiling the Need for a DBA: When is it Required? Starting a new business venture often involves making important decisions, including choosing a name that reflects your brand and resonates with your …
READ MORE →Alternatives to Using a Registered Agent for Your Bank Account Address When setting up a bank account, one of the key requirements is providing a physical address. Individuals and businesses sometimes …
READ MORE →Preserving Limited Liability: Safeguarding Your Pass-Through Entity Pass-through entities, such as partnerships, limited liability companies (LLCs), and S corporations, have gained popularity among …
READ MORE →Navigating Multiple Businesses: The Role of DBAs in Streamlining Operations When it comes to owning multiple businesses, entrepreneurs often find themselves faced with a range of administrative and …
READ MORE →Decoding the IRS Perspective: How the IRS Views and Taxes LLCs Limited Liability Companies (LLCs) have become increasingly popular as a business structure due to their flexibility and liability …
READ MORE →Navigating the Enforceability of Oral LLC Ownership Percentages: A Legal Perspective Limited Liability Companies (LLCs) have become a popular choice for business owners due to their flexible structure …
READ MORE →Resolving the Will vs. Power of Attorney Dilemma Planning for the future is a crucial aspect of our lives, especially when it comes to matters of legal and financial decisions. Two key documents that …
READ MORE →Ensuring Legal Compliance In today’s complex and ever-changing legal landscape, it is essential for individuals and organizations to stay up-to-date and compliant with legal regulations. Whether you …
READ MORE →Proving the Existence of Your Business Starting a business is an exciting and rewarding endeavor, but it comes with certain challenges. One such challenge is proving the existence of your business, …
READ MORE →If your company learned about a lawsuit only after the bank froze its account or a judgment lien turned up on its property, the lawsuit probably ended in a default judgment: a judgment entered because …
READ MORE →Unlocking Business Potential: Exploring Credit Card Options with an EIN Credit cards are a ubiquitous tool for managing personal and business finances. While most people are familiar with using their …
READ MORE →Persistent Debt Pursuit After Bankruptcy: Understanding the Reasons and Solutions Filing for bankruptcy is a legal process that offers individuals and businesses overwhelmed by debt a fresh start. It …
READ MORE →Do You Have a Right to Photos of You? In today’s digital age, where smartphones are equipped with high-resolution cameras and social media platforms encourage photo sharing, the issue of personal …
READ MORE →Think About Your Big Relationships When I sit down with new business owners, I ask about their key relationships: customers, suppliers, independent contractors, partners. Each of those relationships …
READ MORE →Advice for Young Entrepreneurs on the Road to Success Becoming an entrepreneur at a young age can be both exhilarating and daunting. As a young entrepreneur, you possess a unique perspective and …
READ MORE →Resolving the Conflict: Trust vs. Will – Which One Prevails? Estate planning is a crucial process that involves making important decisions about the distribution of assets and the protection of one’s …
READ MORE →FENE stands for Financial Early Neutral Evaluation. It is also known as Early Neutral Evaluation (ENE). FENE is a court-connected alternative dispute resolution process used in Minnesota family court …
READ MORE →In business entities, the limited liability company (LLC) is a popular choice due to its flexibility and liability protection. One of the fundamental components of an LLC is its members. Members are …
READ MORE →Service Businesses and Taxes Should service businesses charge sales tax for labor? Traditionally, sales tax only applied to the sale of goods, not services. Many state legislatures have been expanding …
READ MORE →Revocable Trusts and Asset Protection Asset protection is a crucial consideration for individuals seeking to safeguard their hard-earned wealth. Revocable trusts have gained popularity as an estate …
READ MORE →US Content Creators and Income Earned Abroad In an increasingly interconnected world, content creators have expanded their reach to international audiences, generating income from various sources …
READ MORE →Bankruptcy Protections Bankruptcy can be a challenging and overwhelming process for any business owner. There are specific bankruptcy protections designed to assist entrepreneurs during these …
READ MORE →Google v. Ethan QiQi Hu et al. On June 16, 2023, Google sued Ethan QiQi Hu, his two business, GMBEYE and Rafadigital LLC, and twenty other unnamed people listed as Does 1–20. Google claimed breach of …
READ MORE →The Types of Taxes Taxes provide the necessary funds for governments to provide public services, infrastructure, and various social programs. Navigating the intricate world of taxes can be …
READ MORE →It Looks Impressive, Until You Need It I have tested ChatGPT for drafting contracts. Ask it for a certain type of contract and it produces something that looks incredible. But it is like a recipe …
READ MORE →Umbrella Policies Umbrella policies, which provide additional coverage over existing insurance policies, can be highly beneficial for individuals and small businesses. These policies enhance the …
READ MORE →In creative works and intellectual property, copyright laws serve as a vital tool for protecting original expressions of ideas. The question often arises: Can you copyright a concept? While copyright …
READ MORE →Understanding whether your business is required to collect sales tax is crucial for staying compliant with tax regulations and avoiding potential legal issues. Sales tax laws can vary from one …
READ MORE →When considering whether to put a cabin in a trust, it’s important to understand the two main types of trusts: revocable and irrevocable trusts. A revocable trust allows you to make changes or revoke …
READ MORE →Starting and running a small business often requires a significant amount of capital. While there are various funding options available, securing a bank loan is a popular choice for many …
READ MORE →A power of attorney is a legal document that grants someone the authority to act on behalf of another person in various matters. It is commonly used for financial, legal, or healthcare-related …
READ MORE →It is important to consider an LLC for liability protection when owning a cabin. There are several key steps to take in order to establish an LLC effectively: Property Management LLC Create an LLC to …
READ MORE →The advent of the internet and the proliferation of online review platforms have given consumers a powerful tool to voice their opinions about products and services. This freedom of expression is not …
READ MORE →For many businesses, managing debt is an essential part of financial planning. While taking on debt can provide the necessary capital to grow and expand, it’s crucial to have a well-defined strategy …
READ MORE →Paying Yourself as an S Corporation Owner As an S Corporation owner, one of the perks of this business structure is the ability to pay yourself a salary. Unlike other forms of business ownership, such …
READ MORE →Comparing Revocable and Irrevocable Trusts Trusts are an essential tool in estate planning, allowing individuals to protect and manage their assets for the benefit of themselves and their loved ones. …
READ MORE →When it comes to financing their business ventures, entrepreneurs often explore various avenues, including seeking bank loans. For individuals operating as a DBA (Doing Business As) or sole …
READ MORE →Unlocking the Legal Risks of Passive Income Passive income has gained significant popularity in recent years as an attractive way to generate additional revenue streams. It offers individuals the …
READ MORE →In today’s digital age, content creators have become the driving force behind the online world. Whether it’s writing articles, designing graphics, composing music, or producing videos, creators pour …
READ MORE →If you’re a husband and wife who own an LLC, you may be wondering how to pay yourselves. There are a few different ways to do this, and the best option for you will depend on your specific …
READ MORE →Should You Have a Second LLC for Your Business? When starting a business, one of the most important decisions you need to make is choosing the right legal structure. Many entrepreneurs opt for a …
READ MORE →The Power of Real Estate Trusts Real estate investments have long been considered a valuable and lucrative asset class. Along with the potential for financial gains, real estate investments can also …
READ MORE →In artificial intelligence (AI), advancements have revolutionized numerous industries, including the creative sector. AI-powered algorithms can now generate captivating and visually stunning images, …
READ MORE →The legal system is complex, and understanding the differences between civil and criminal law is essential for anyone who wants to navigate it effectively. While both types of law involve disputes …
READ MORE →When it comes to forming a limited liability company (LLC), one of the considerations entrepreneurs often face is whether they can use their home address for registration. While it may be tempting to …
READ MORE →Limited Liability Companies (LLCs) have gained popularity as a preferred business structure due to their flexibility and liability protection. It’s essential to consider all aspects before making a …
READ MORE →When it comes to managing the finances of a new business, every dollar saved counts. As a new business owner operating as a Limited Liability Company (LLC), it’s crucial to take advantage of all …
READ MORE →Artificial Intelligence (AI) has made significant advancements in various industries, raising questions about its potential to replace human professionals. The legal profession is no exception, as AI …
READ MORE →When was the last time you read the Terms of Service (ToS) before clicking “Agree” on a website or app? If you’re like most people, the answer is probably “never.” It has become a common practice to …
READ MORE →Self-dealing is a term used in legal and business contexts to describe a situation where individuals or entities in positions of authority or trust take advantage of their position for personal gain, …
READ MORE →In the field of law, torts play a crucial role in defining civil wrongs and providing remedies for individuals who have suffered harm or injury due to the actions or negligence of others (the …
READ MORE →In today’s digital age, where information spreads rapidly and opinions are easily shared, safeguarding your reputation has become more important than ever. Unfortunately, defamation, which includes …
READ MORE →When it comes to protecting sensitive information, Non-Disclosure Agreements (NDAs) and Confidentiality Agreements are often used interchangeably. While they serve a similar purpose, there are subtle …
READ MORE →When involved in legal matters, one crucial consideration is the potential costs associated with hiring an attorney. Attorney’s fees can quickly accumulate, often serving as a significant deterrent …
READ MORE →Lawsuits have become a common occurrence in our society, with individuals and businesses resorting to legal action to resolve conflicts and seek justice. One of the significant concerns surrounding …
READ MORE →Running a business involves a multitude of responsibilities, from managing finances to ensuring smooth operations. Among these essential tasks is the decision of whether to invest in business …
READ MORE →Most LLC owners don’t receive a paycheck. Instead, they take profit distributions, transferring money from the LLC’s bank account to their personal account. Here’s how it works and what to watch out …
READ MORE →Service of process is a vital legal procedure that ensures parties involved in a lawsuit are officially notified of the legal actions against them. Individuals may be tempted to evade or avoid service …
READ MORE →In a legal battle that has captivated the nation, former President Donald Trump found himself entangled in a defamation lawsuit filed by writer E. Jean Carroll. The case has taken several twists and …
READ MORE →Minnesota law note: Under Minnesota Statutes section 181.988, most noncompete agreements with Minnesota employees or independent contractors entered into on or after July 1, 2023, are void and …
READ MORE →Licensing is a business arrangement that allows one party to grant permission to another party to use its intellectual property (IP), such as trademarks, patents, copyrights, or trade secrets, in …
READ MORE →Disgorgement is a legal term that has gained significant attention in the world of finance and corporate misconduct. It refers to the act of surrendering ill-gotten gains or profits obtained through …
READ MORE →In the world of business and finance, holding companies play a significant role in strategic planning and capital management. A holding company is an entity that controls other businesses by owning a …
READ MORE →When running a business, it’s important to protect yourself and your assets from potential risks and liabilities. One common method of safeguarding your business is through insurance coverage. For …
READ MORE →In the world of finance and lending, various instruments are used to facilitate transactions and establish legal obligations. One such instrument is the promissory note, which plays a vital role in …
READ MORE →If you have received a cease and desist letter, your first question is likely: Do I have to obey this? The short answer is that a cease and desist letter is not a court order, and you are not legally …
READ MORE →Doing Business As (DBA) is a common practice among businesses, allowing them to operate under a different name than their legal entity. DBA names provide flexibility, branding opportunities, and a way …
READ MORE →When operating a business under a Doing Business As (DBA) name, it is essential to protect your interests and mitigate risks through appropriate insurance coverage. DBA entities encompass a wide range …
READ MORE →In today’s dynamic business landscape, entrepreneurs often find themselves managing multiple business ventures simultaneously. To streamline operations and maximize efficiency, some choose to …
READ MORE →Liability insurance is a crucial component of a comprehensive risk management strategy for businesses of all sizes and industries. It provides financial protection and peace of mind by covering legal …
READ MORE →Mediation has gained increasing popularity as a preferred method of resolving disputes in various fields, including legal, business, and personal matters. Unlike traditional litigation or arbitration, …
READ MORE →Mike Lindell, the CEO of MyPillow, recently made headlines with his announcement of the “Prove Mike Wrong” challenge. The challenge, which promises a $5,000,000 prize to anyone who can disprove his …
READ MORE →Limited Liability Companies (LLCs) are popular business entities known for their flexible structure and liability protection. One advantage of an LLC is its ability to own property, including real …
READ MORE →Starting a new business can be an exciting and rewarding experience, but it often requires a significant amount of money to get off the ground. Fortunately, there are many ways to raise funds for your …
READ MORE →When a business owner’s debts outpace revenue, the instinct is often to consider bankruptcy. But there is another path: a debt workout, where you and your creditors negotiate new terms outside of …
READ MORE →Noncompete vs. Non-Solicitation Agreements A noncompete prevents a departing employee from competing in your market. A non-solicitation prevents them from poaching your customers or employees. These …
READ MORE →Limited Liability Companies (LLCs) are a popular choice of business entity because they provide owners with limited liability protection, flexibility in management structure, and tax benefits. As a …
READ MORE →When it comes to SEO (Search Engine Optimization), businesses are always looking for ways to improve their online visibility and attract more customers to their website. One common question that …
READ MORE →When it comes to running multiple businesses, there are a lot of decisions to be made. One of those decisions is whether or not to have a DBA (Doing Business As) for each separate business. A DBA is a …
READ MORE →When navigating the court system, knowing what to do can be intimidating and challenging. Many people decide to represent themselves because they cannot afford an attorney or because they feel their …
READ MORE →If you have a legal dispute and believe that your rights have been violated, starting a lawsuit may be the best way to resolve the issue. Before filing, however, you may want to consider whether …
READ MORE →When it comes to running a business, there are various legal structures to choose from, and holding companies are one of them. A holding company is a corporation that holds the stocks of other …
READ MORE →When starting a new business, one of the first decisions you will need to make is how to structure your business. Two common options are forming a limited liability company (LLC) or using a “doing …
READ MORE →If you are an entrepreneur or a small business owner, you may be wondering if it is possible to use a single limited liability company (LLC) for multiple “doing business as” (DBA) names for multiple …
READ MORE →The rise of social media has given rise to influencers who have become a major force in the marketing of products and services. Influencers are often paid to promote a brand and their influence can …
READ MORE →Terminating an employee is one of the most difficult responsibilities a business owner faces. The process affects the departing employee, the remaining team, and the company itself. Employers who …
READ MORE →Limited liability companies (LLCs) and S corporations (S corps) are both popular types of business entities that offer liability protection and tax benefits. Depending on your business needs and …
READ MORE →If you own an S corporation and want to move to a limited liability company (LLC), the short answer is yes, it can be done. There are several factors to consider before making this change, including …
READ MORE →Nonprofits are organizations that exist for a charitable or social cause, rather than for the purpose of making a profit. Some nonprofits may find themselves in a position where starting a for-profit …
READ MORE →In this video, you get answers to these questions: What Does Attorney at Law Mean? What Does Attorney-In-Fact Mean? Who Might Use An Attorney-In-Fact? How Does One Become an Attorney at Law? How Is an …
READ MORE →What Are the Differences Between a Debt Workout, Settlement, and Bankruptcy? A debt workout negotiates new repayment terms with your creditor. A debt settlement resolves the debt for less than owed. …
READ MORE →What Are the Pros and Cons of Outsourcing to the Philippines? The biggest advantages are labor cost savings and access to skilled, English-speaking workers. The biggest risks are time zone friction …
READ MORE →Video Transcript In this video, you will get answers to these questions: Can a lawyer take your case and withdraw if it doesn’t settle? How can you make sure a lawyer won’t withdraw from your case? …
READ MORE →App developers face legal requirements across intellectual property, data privacy, consumer protection, contracts, and app store compliance. Understanding these areas early–before launching–reduces …
READ MORE →Hiring an attorney can be a costly endeavor, with legal fees that can quickly add up. For this reason, many individuals and businesses may hesitate to hire an experienced attorney who charges higher …
READ MORE →This article is designed to help you understand what to expect and how to prepare if you are representing yourself (without an attorney) in a Minnesota court trial. This information is for a civil …
READ MORE →This article answers common questions asked by people about interrogatories. What are interrogatories? Interrogatories are written questions that one party in a legal proceeding may serve on another …
READ MORE →This article answers common questions asked by people about public benefit corporations. What is a public benefit corporation? A public benefit corporation (PBC) is a type of corporate structure that …
READ MORE →This article answers common questions asked by people about employee stock ownership plans. What is a stock ownership plan? A stock ownership plan, also known as an employee stock ownership plan …
READ MORE →Going through a lawsuit can be a very emotionally taxing experience. It can be stressful, time-consuming, and expensive, and it can take a toll on your mental and emotional well-being. It is natural …
READ MORE →As a business or individual becomes more successful, the likelihood of facing legal challenges increases. Lawsuits can be time-consuming, expensive, and can damage a business’s reputation. …
READ MORE →If you have ever read the fine print on a product, website, or service, you may have come across a seemingly “stupid” disclaimer. These disclaimers often appear to state the obvious, and it can be …
READ MORE →A clawback is a contractual provision that allows a company or organization to recover compensation or benefits that have already been paid to an employee or executive. This provision is typically …
READ MORE →Core values are the guiding principles that shape the identity and culture of an organization. They represent the beliefs, behaviors, and attitudes that define the organization and guide its decisions …
READ MORE →Small businesses rely on contracts to establish agreements with other businesses and individuals. A well-drafted contract protects your interests and provides a framework for resolving disputes, but a …
READ MORE →The success of a business largely depends on its ability to execute strategies and operations efficiently. A business operating system (BOS) is a structured set of processes, tools, and methodologies …
READ MORE →In this video, you will get answers to these questions: What is an example of a conflict of interest for business owners? Does a conflict of interest include family members? Does a conflict of …
READ MORE →The cost of a lawsuit depends on the jurisdiction, case type, and complexity of the issues involved. Common costs include: Filing fees: Paid to the court when the lawsuit is filed, typically ranging …
READ MORE →Starting a business is a significant milestone that requires careful consideration, planning, and execution. If you are considering starting a business with your spouse, it can be an exciting …
READ MORE →This post is part of a series of posts entitled A Legal Guide To The Use Of Social Media In The Workplace. See also: How to Handle Allegations of Sexual Misconduct in the Workplace. In addition to …
READ MORE →In this video, you’ll get answers to these questions: What is a DBA? Why would you want a DBA? Who can get a DBA? How do you get a DBA? How long does a DBA last? What is an assumed name? (Minnesota) …
READ MORE →In the business world, rewarding key employees is critical for sustaining a motivated and engaged workforce. Yet, while financial incentives such as bonuses, stock appreciation rights, or phantom …
READ MORE →The growth of the life coach industry has raised many questions about whether life coaches are providing counseling services that require a license. In short, some counseling requires a license but …
READ MORE →In this video, you get answers to these questions: What are the pros and cons of a 501(c)(3)nonprofit organization? What is a 501(c)(4) social welfare organization and what are its pros and cons? When …
READ MORE →Can you rely on information provided to you by your employee, attorney, or CPA? For example, imagine a reliable employee tells you that she completed a task, do you have a legal duty to verify she …
READ MORE →Do corporations need paper stock certificates? No. Most states allow uncertificated shares. The “stock certificate” or “share certificate” was historically used as proof that someone was a shareholder …
READ MORE →In this video, you get answers to these questions: What are the most common legal problems for YouTubers? What are examples of influencer legal problems? Why are influencers targeted for lawsuits? How …
READ MORE →In this video, you get answers to these questions: What is a DBA? What are the benefits of a second LLC? What are the disadvantages of a second LLC? What are the alternatives to creating a second LLC? …
READ MORE →In this video, you get answers to these questions: What are my rights if someone copies my social media post? What is United States copyright law? What is a “work”? What are your options when handling …
READ MORE →In this video, you get answers to these questions: Would sports and fitness trainers benefit from an LLC? Does an LLC limit the liability of the person doing the work? How would an LLC limit your …
READ MORE →When someone is holding on to property for another person, bailment law usually applies. This often includes storage facilities, warehouses, and transportation companies, for example. What is …
READ MORE →This question recently came up in my law practice: Can a company officer be personally liable for defamation? The answer is simple: Yes. Minnesota courts have held that an officer of the company can …
READ MORE →In this video, you get answers to these questions: What is an example of estoppel? When does this come up? What is an example of estoppel coming up in litigation? How do you avoid claims of estoppel …
READ MORE →Parties to a Minnesota lawsuit must have a Rule 26 discovery conference, which is often done by phone, to discuss how they will handle the discovery and evidence in their lawsuit, unless the case is …
READ MORE →In this video, you get answers to these questions: What are the steps in buying out a business owner? Are you getting along well with your business partner? Can you force a business partner out of the …
READ MORE →In this video, you get answers to these questions: How do you appraise the worth of your company? What are your options in determining the value of the company when a business owner leaves? Should you …
READ MORE →If you own part of a Minnesota company and work in it, the other owners can usually take away your job and your title by majority vote, and in a corporation without cumulative voting, your board seat …
READ MORE →A minority owner of a Minnesota business has a statutory right to company information, and the people in control cannot simply refuse it. What you can get, and on what terms, depends on the entity: a …
READ MORE →In this video, you get answers to these questions: Can I register a “dead” or abandoned trademark? What is a dead or abandoned trademark? What is trademark protection? What can lead to trademark …
READ MORE →In this video, you will get answers to these questions: What are the major terms and considerations in the sale of a company? What are the major terms and considerations in the purchase of a company? …
READ MORE →If you have received a cease and desist letter, you are probably feeling a mix of anxiety and confusion. Attorney Aaron Hall explains what a cease and desist letter actually is, whether you are …
READ MORE →In this video, you will get answers to these questions: Should my spouse and I own an LLC together? Is there any other reason to have the company owned by two business owners? Are there any …
READ MORE →In this video, you will get answers to these questions: What steps do you need to take when preparing to go to court? What is the court of the law? What is the court of equity? Should you speak to the …
READ MORE →In this video, you will get answers to these questions: If you are in an accident how do people get your healthcare directive? What is a healthcare directive? What are the steps you can take for …
READ MORE →In this video, you get answers to these questions: Why do lawyers use legalese? What are two reasons why lawyers will use legalese? Video Transcript Why do lawyers use legalese? That’s the question …
READ MORE →In this video, you will get answers to these questions: Why is a confession of judgment so powerful? What is a confession of judgment? What are some examples? Are you entering into a contract with a …
READ MORE →Introduction In this video, you will get answers to these questions: What is the difference between an EIN, Tax ID, and Social Security Number? What is an EIN Number? What is a Tax ID Number? What is …
READ MORE →In this video, you will get answers to these questions: What is the court of equity? What is the history of the court of equity? How is the court of equity used today? What does it take to be an …
READ MORE →In this video, you will get answers to these questions: What is one term every artist should know? What is recoupment? Why is recoupment so vital for an artist? What is a general rule when signing a …
READ MORE →In this video, you will get answers to these questions: What is good cop, bad cop? How do you use good cop, bad cop in a negotiation? What are some examples when used by lawyers? Video Overview What …
READ MORE →In this video, you will get answers to these questions: Are rent to own homes a good deal? Should you as a tenant consider renting to own? Should you as a landlord offer this option to your tenants? …
READ MORE →In this video, you get answers to these questions: What is a Chinese wall in a contract? What is an example of a Chinese wall in a contract? What is another name for a Chinese wall? Video Overview …
READ MORE →In this video, you get answers to these questions: How do you buy out a partner from a business? Why is it vital to have an agreement about how the transition is handled? What is a buy/sell agreement? …
READ MORE →In this video, you get answers to these questions: Can I pick a business name if a similar name already exists? Where do you go to register your business name? What are the important considerations …
READ MORE →In this video, you get answers to these questions: For your new business, should you use your home address, PO box or something else? Which address should the business use? Does a PO box work in …
READ MORE →In this video, you get answers to these questions: What is the corporate practice of psychology? What is the Professional Firm Act? Who should own a psychology clinic? Video Overview Is the corporate …
READ MORE →In this video, you get answers to these questions: What is the definition of quid pro quo? What is an example of quid pro quo? Video Transcript What is a quid pro quo? What does quid pro quo mean? …
READ MORE →In this video, you get answers to these questions: Can I sell my chair rental salon? Is it worth it to sell my chair rental salon? What is the business worth? What is involved in selling a salon …
READ MORE →In this video, you get answers to these questions: Am I personally liable if my LLC breached a lease agreement? What if you breach the lease agreement? What happens when an LLC breaches a lease and …
READ MORE →In this video, you get answers to these questions: What money do you pay taxes on when you are selling a product? How do you determine what your tax liability is? How can you figure out what you owe …
READ MORE →In this video, you get answers to these questions: If your business fails and you file bankruptcy, how does this affect your credit? What happens if your business fails? What if the business files for …
READ MORE →In this video, you get answers to these questions: What are the tax advantages of having a business vs. running an operation as an individual? Do you want to set up a business or company, or should …
READ MORE →In this video, you get answers to these questions: As a business owner, do you have to pay tax on the money you receive from shipping and handling? What are you paying taxes on? What do you need to …
READ MORE →This brief is one of a series on public policy and the Internet, with special attention to the laws and public policies of the state of Minnesota. Internet privacy and consumer protection are of …
READ MORE →A special litigation committee is a small group of independent people a Minnesota company appoints to decide, in the company’s place, whether a lawsuit an owner has brought on the company’s behalf …
READ MORE →Overview This story illustrates how two entrepreneurs can accidentally find themselves in a partnership. Under Minnesota’s Uniform Partnership Act of 1994, except as otherwise provided in subsection …
READ MORE →If you are an officer or director accused of making a bad decision, the “business judgment rule” is an important defense to understand. Directors and Officers Owe a Duty of Care In general, directors …
READ MORE →Every Minnesota business needs to have an address on record with the Secretary of State. This is called the registered office. Instead of providing a physical address, you can use a registered agent …
READ MORE →When you name your LLC or corporation, you need to decide which entity designation to include at the end. For example, “Angie’s Plumbing” might become “Angie’s Plumbing LLC” to indicate Angie’s …
READ MORE →A “private attorney general” statute authorizes a court to award attorney’s fees to a party that hires a private attorney to address an injustice that harms the public. This is a big deal. For …
READ MORE →As a business attorney in Minnesota based in Minneapolis, I put together this directory of free and affordable meeting spaces for professionals who need a private or semi-private place to meet without …
READ MORE →This is an archived copy of an article that originally appeared in Communications Lawyer, published by the ABA in January, 2015. From the Chair: “Click Here to Accept the Terms of Service” Vol. 31 No. …
READ MORE →Social clubs are exempt from federal income tax under IRC 501(a) as organizations described in IRC 501(c)(7) if they are “organized for pleasure, recreation, and other nonprofitable purposes.” They …
READ MORE →This article is for people wondering whether to select “S Corporation” or “Personal Service Corporation” when applying for an EIN on the IRS.gov website. Let’s assume you are in the process of setting …
READ MORE →Yes, “indemnify” generally means the same as “hold harmless.” When considering whether “indemnify” is synonymous with “hold harmless” in a Minnesota statute, the Minnesota Court of Appeals held that …
READ MORE →Translated, quantum meruit means “as much as he merited” or “as much as he/she deserved.” In law, quantum meruit is a doctrine that allows someone to recover the value of services provided to another …
READ MORE →Quantum valebant is exactly like quantum meruit, but with one important distinction: quantum meruit applies to the value services, while quantum valebant applies to the value of goods. Translated, …
READ MORE →What is the difference between an agreement implied in fact and an agreement implied in law? A contract implied in fact is where there is no express contract, but the conduct of the parties makes it …
READ MORE →An uncovered asset is simply property of the debtor that is not encumbered by a valid lien, not generally exempt under nonbankruptcy law, and not otherwise excluded by the definition of “asset” in …
READ MORE →Business owners who bought into a franchise often ask, “Can I sell my business?” Usually you can. The legal footing, however, is narrower than the question suggests. Minnesota law does not hand you an …
READ MORE →Employees in Minnesota owe their employers a duty of loyalty. This is undisputed in Minnesota law. Duty of Loyalty for Partners vs. Employees A surprising number of people (including attorneys) find …
READ MORE →This information brief explains how nursing facilities in Minnesota are reimbursed. It includes information on nursing facility regulation, MA reimbursement for nursing facility services under the …
READ MORE →In Medicaid, a “spenddown” is the amount you must pay towards your medical bills before Medicaid will pay for them. This FAQ answers common questions people have about how a Medicaid spenddown works. …
READ MORE →Federal and state law requires the Minnesota Department of Human Services (DHS) and county agencies to recover costs that the MA program pays for its members under certain circumstances. DHS and …
READ MORE →Minnesota law requires both investment advisers (IAs) and investment adviser representatives (IARs) to register with the Minnesota Department of Commerce, unless a registration exemption applies. Some …
READ MORE →A standard practice for law firms and attorneys in Minnesota is sending a Non-Engagement Letter (i.e. Togstad Letter) to everyone who contacts the firm or lawyer but does not hire the firm or lawyer. …
READ MORE →In recent years, dental professionals have been faced with an increasingly complex economic and legal environment. It can be a struggle just to stay current with dentistry developments; trying to keep …
READ MORE →In this video, you get answers to these questions: How to buy or sell a Manufacturers Rep Agency? What should you know as a buyer and a seller? What issues are unique when buying a Manufacturers Rep …
READ MORE →A grunt fund gives fiscal value to all contributions, tangible and intangible, a founder makes to a startup. Everything from intellectual property and connections to time and cash is valued by the …
READ MORE →Like other professional service sectors, there is little margin for error in the legal industry. In order to remain compliant, law firms must keep case and client records securely confidential as well …
READ MORE →A motion for default judgment asks the court to enter judgment against a defendant who has not responded to a complaint within the time allowed under the Minnesota Rules of Civil Procedure. Under …
READ MORE →In 2016, the United States established a federal law voiding provisions in contracts that prohibit customers from writing online reviews. Officially named the Consumer Review Fairness Act of 2016, or …
READ MORE →Core processes are those activities that your company engages in regularly and are central to your organization’s mission. Over time, your business has probably moved towards performing these …
READ MORE →Small businesses in Minnesota are thriving. Just recently, the state was ranked number one nationally for a rate of small business ownership. Women are enjoying a healthy business climate as well. The …
READ MORE →Succession planning is one of the basic responsibilities of the business owner. After all, the owner’s family, partners, shareholders, suppliers, vendors, and in many cases, employees and their …
READ MORE →In this video, you get answers to these questions: What is a demand letter? What are some examples of a demand letter? How long is a demand letter? What are the 5 important things to know about demand …
READ MORE →The act was enacted in 1922. It was sponsored by Senator Arthur Capper and Representative Andrew Volstead. Senator Capper was a former two-term governor of Kansas, former President of the Kansas State …
READ MORE →A company wishes to implement an internal training course for its employees. They need to make sure that the training program is in compliance with both state and federal laws and regulations, as they …
READ MORE →When a director, officer, LLC manager or governor, member of a member-managed LLC, or shareholder of a closely held corporation uses a Minnesota company’s money for personal expenses without proper …
READ MORE →In 2013, the Minnesota Legislature established the Made in Minnesota (MiM) Solar Incentive Program. The program aims to help Minnesota meet its new solar electricity standard and to boost the local …
READ MORE →This article deals with whether employers must pay front pay severance payments as W-2 wages or whether employers are allowed to pay the front pay severance as 1099 income. It delves into the question …
READ MORE →Arbitration provides an alternative to litigation in court by resolving disputes in a private forum with an arbitrator instead of a judge. Minnesota has adopted the Revised Uniform Arbitration Act …
READ MORE →Minnesota attorney Aaron Hall speaks with Dr. David G. Mancini of Pure Health Chiropractic Clinic about his chiropractic practice. Pure Health Chiropractic Clinic Transcript Aaron Hall: David, you …
READ MORE →Minnesota attorney Aaron Hall speaks with Patrick McPherson of Metro Legal Services. Metro Legal provides the following services: Legal Process Service Public Record Filing, Searches & Retrievals …
READ MORE →Minnesota attorney Aaron Hall speaks with M.P. Singh of Prudent Accountants, a “strong team of individuals with extensive education and training as Certified Public Accountants, MBAs and IRS Enrolled …
READ MORE →Attorneys routinely represent clients in the entertainment industry in contract negotiations, litigation, and other matters. Many artists rely on attorneys to represent them in business issues, …
READ MORE →Unfair competition is a general category of torts recognized by Minnesota courts to protect commercial interests. Unfair competition can include tortious interference with contract, improper use of …
READ MORE →Negligent misrepresentation in Minnesota is defined in state law. Commonly litigated issues arise over whether defendants owe a duty of care. Defenses to the claim include primary assumption of risk …
READ MORE →All states have enacted statutes to protect fair trade. These state statutes are modeled after the Federal Trade Commission Act, which prohibits ‘‘unfair or deceptive acts or practices in or affecting …
READ MORE →If your business produces any software or has a website, you need an enforceable agreement with end users in order to protect business intellectual property and limit potential liability. Often times …
READ MORE →The Uniform Commercial Code (UCC) is a comprehensive, uniform set of laws that govern commercial sales and transactions. The UCC was originally published in 1952 and was adopted by the State of …
READ MORE →The purpose of defamation laws is to protect people from false statements that may harm others. Minnesota’s criminal defamation statute, Minn. Stat. § 609.765, defines defamatory matter as anything …
READ MORE →The following is a guest article written by Tony E. Trussell of Business Whyse Strong Emotions + First Impressions = Attitude (Good or Bad) Emotionally charged experiences create lasting memories. It …
READ MORE →This is part six of a series on single owner LLC formation. Articles of Organization Initial Member Resolutions Member Resolutions Operating Agreement Schedule of Members Written Action of Organizer …
READ MORE →This is part five of a series on single owner LLC formation. Articles of Organization Initial Member Resolutions Member Resolutions Operating Agreement Schedule of Members Written Action of Organizer …
READ MORE →This is part four of a series on single owner LLC formation. Articles of Organization Initial Member Resolutions Member Resolutions Operating Agreement Schedule of Members Written Action of Organizer …
READ MORE →This is part two of a series on single owner LLC formation. Articles of Organization Initial Member Resolutions Member Resolutions Operating Agreement Schedule of Members Written Action of Organizer …
READ MORE →This is part one of a series on single owner LLC formation. Articles of Organization Initial Member Resolutions Member Resolutions Operating Agreement Schedule of Members Written Action of Organizer …
READ MORE →If you own an LLC or corporation, you need to document certain business decisions each year. Meeting minutes record what happened at a meeting. Written actions let owners or directors approve …
READ MORE →The board of directors manages the business affairs of a corporation. Most corporations hold an annual board meeting to review the company’s performance, accept officer reports, handle resignations …
READ MORE →Below is an example of meeting minutes for the annual shareholder meeting in a privately owned corporation, including an S corp. Business owners and attorneys can use this example as a template. …
READ MORE →A Written Action of Members allows LLC owners to formally approve a decision without holding a meeting. Instead of meeting in person, a quorum of LLC members can sign a Written Action, which takes the …
READ MORE →An organizer is the person who signs and files the articles of organization with the Minnesota Secretary of State, forming the company. One or more persons may act as organizers, and the organizer may …
READ MORE →In Minnesota, subject to the exclusions stated later in the same subdivision, a telecommunications carrier is “a person, firm, association, or corporation authorized to furnish” to the public …
READ MORE →The following is a guest article from CJ DuBe’ of Achieve Traction. CJ will be speaking at our Minnesota CEO & Business Owner Conference on October 8. The Entrepreneurial Operating System (EOS) is a …
READ MORE →According to a Litigation Release from late 2014, the SEC filed an emergency action alleging that Levi Lindemann–alleged to be a resident of West Lakeland Minnesota–operated a fraudulent scheme …
READ MORE →In Minnesota, when someone is found to be negligent it means that they were not acting reasonably. The standard is what a reasonable person would have done in a similar situation. To prove a …
READ MORE →Minnesota’s wiretapping statute, Section 626A.02, is almost identical to the federal wiretapping statute, 18 U.S.C. Section 2511(1). In general, Minnesota’s statute states that it is legal for a …
READ MORE →In Langford Tool & Drill vs. The 401 Group, LLC, an unpublished decision, the Minnesota Court of Appeals reiterated the necessity to honor corporate formalities so one does not trigger personal …
READ MORE →If you own or manage a Minnesota LLC, the duties you may owe the company and your fellow owners come primarily from chapter 322C and from the terms of your operating agreement (Minn. Stat. §§ …
READ MORE →A common question I have been getting lately goes something like this: “I think I have a claim against my neighbor/friend/family member/ex-boyfriend/ex-girlfriend. I found this statute, 609.749, that …
READ MORE →On January 1, 2018, Minnesota’s new Revised Uniform Limited Liability Act will take effect. It is the most considerable change to happen to LLCs since they were first allowed. Overall, Minnesota’s new …
READ MORE →Winning a court case and being awarded damages against a party does not necessarily mean that the court battle is over. Unless the losing party is willing to pay you on the judgment, you will have the …
READ MORE →Back in the early 2000s, the Minnesota legislature revised Minn. Stat. § 514.02 to assist subcontractors in receiving payment for labor and materials used on a construction project through a civil …
READ MORE →A person’s home is his or her castle. It should be a place of calm, comfort, and sanctuary. Unless you live out in the country on lots of land, you will be in close proximity to other people’s homes …
READ MORE →Lawmakers have recognized that defamation lawsuits (e.g. claims libel or slander) are sometimes used as tools to harass and intimidate citizens who appeal to their government for assistance. Hence, …
READ MORE →A cooperative association, also known as a co-op, is a type of business that can be incorporated in Minnesota under the Minnesota Cooperative Law (prior to 2003) or the Minnesota Cooperative …
READ MORE →At some point, it will be time for a business owner to determine a company’s future without the owner’s involvement. There are eight common ways for business owners to leave their companies. A …
READ MORE →This published court of appeals case, decided in August 2014, dealt with an alleged fraudulent sale of shares in violation of what was then Minnesota’s Uniform Fraudulent Transfer Act, Minn. Stat. §§ …
READ MORE →In the recent real estate collapse, many homeowners entered into contracts with companies, called “equity purchasers,” who told them they could save their home from foreclosure. In these types of …
READ MORE →A business owner usurps a corporate opportunity by taking for personal benefit a deal that belonged to the company. In Minnesota, the insider who does it can be made to hand the deal and its profits …
READ MORE →Sometimes the shareholders of a corporation decide that it is time to close the business. There are multiple tasks and documents to be filed to voluntarily dissolve a Minnesota corporation. Below is a …
READ MORE →The U.S. government is the world’s largest buyer of products and services, to the tune of about $200 million a year. It is obvious that many companies elect to bid on federal government contracts …
READ MORE →Agreements between vendors and buyers are of the utmost importance because these agreements will define the relationship between the parties, have clear goals and objectives, and save both parties …
READ MORE →If you are owed money, can you take someone’s website? If you own a website, can you lose it to your creditors? These issues were recently decided by the Minnesota Court of Appeals. Specifically, the …
READ MORE →The following is a guest article from Thomas H. Hubler of Hubler for Business Families. Setting Expectations and Criteria for Next Generation Leaders is Essential Family businesses are all about the …
READ MORE →When Money is Tight and Risk is Low, an LLC or S Corp are Less Valuable People starting a small part-time business have asked me whether they should invest in forming an LLC or S corporation. In …
READ MORE →The saga of the Triple Five decisions has great significance for partnership law in Minnesota. The case greatly expanded the application of fiduciary duties.231 Moreover, it bolstered courts’ …
READ MORE →Courts take divergent approaches when interpreting partnership agreements that limit or waive fiduciary duties. Some enforce waivers between sophisticated parties; others refuse to give effect to …
READ MORE →The story of the Triple Five decisions begins with an idea to build the largest shopping mall in the United States, the Mall of America. The idea originated with four brothers: Raphael, Nader,Bahman, …
READ MORE →States have adopted, with some modifications, a number of model laws applicable to partnerships. The Uniform Partnership Act of 1914 (UPA) was the first of the uniform laws on partnerships to be …
READ MORE →In Minnesota, you may be able to sue someone who improperly interferes with a likely business relationship. A helpful summary of “tortious interference with prospective contractual relations” is …
READ MORE →The privacy tort of intrusion upon seclusion often evokes thoughts of physical intrusion as well as electronic or mechanical intrusion such as video surveillance or telephone recording, which is …
READ MORE →Minnesota recognizes three common-law invasion-of-privacy torts: intrusion upon seclusion, appropriation, and publication of private facts. In Lake v. Wal-Mart Stores, Inc., 582 N.W.2d 231, 235 (Minn. …
READ MORE →Commercial disparagement under the common law allows for cause of action for when a defendant makes a false, misleading, or deceptive representation about another’s goods or services. Minnesota In …
READ MORE →Common-law and statutes allow for a cause of action when a company misrepresents the nature or characteristics of its goods to consumers. In Minnesota, a false statement in an advertisement is defined …
READ MORE →What is cybersquatting? Cybersquatting is the act of purchasing a domain name that uses the names of existing businesses, which are usually trademarked, for the sole purpose of either profiting from …
READ MORE →Operating a franchise involves the combination of these three elements: A license to use a trade or service mark, The payment of a fee by the franchisee to the franchise for the right to enter a …
READ MORE →Minnesota’s general usury law is codified in Minnesota Statutes Chapter 334. It sets a six percent legal rate of interest when the parties do not contract for interest in writing, and it caps contract …
READ MORE →Commercial General Liability Insurance Policy or “CGL” is a standard insurance policy issued to business organizations to protect them against liability claims for bodily injury or property damage …
READ MORE →Commercial general liability insurance policies for businesses are necessary. They provide businesses with protection of their property in case of damages or if they are ever sued. There are a number …
READ MORE →Business owners are typically very good at, and excited about the business, however they may not be good at the legal issues that come with forming and owning a business. Business attorneys work with …
READ MORE →If a competitor, a former partner, or a former employee cost you business you expected to win, and did it through conduct that was itself tortious or unlawful, Minnesota recognizes a claim: tortious …
READ MORE →There are many different ways to form a business under Minnesota Law and one of them is a Limited Liability Partnership. A Limited Liability Partnership is basically a general partnership that has …
READ MORE →A vice president may need to determine whether she is a company officer. This issue comes up in legal issues, company documents, and lawsuits. For example, Goldman Sachs recently found itself in …
READ MORE →If you serve on a corporation’s board of directors, your role carries more than strategy: as a director you owe the corporation fiduciary duties. Minn. Stat. § 302A.251, subd. 1. You must discharge …
READ MORE →If you have been sued over something you said in public, Minnesota gives you a procedure for asking the court to dismiss the claim early. That procedure comes from the Uniform Public Expression …
READ MORE →Minnesota’s Deceptive Trade Practices Act (“DTP”) creates a private right of action for a person who is likely to be damaged by a deceptive trade practice. Under Minn. Stat. § 325D.44, subdivision 1, …
READ MORE →On August 4, 2014, the Minnesota Department of Health published the first draft of rules for the two persons/companies who are chosen as Minnesota’s two medical marijuana manufacturers. Below are some …
READ MORE →Under Minnesota law, the statutory definition of medical cannabis formerly located at Minn. Stat. § 152.22, subd. 6, has been repealed, and the current text of § 152.22 does not contain this …
READ MORE →When a franchisor violates the Minnesota Franchise Act, you can sue it for the damages the violation caused, for rescission of the franchise agreement, or for other relief a court considers …
READ MORE →The Truth in Lending Act (TILA) was enacted on May 29, 1968, as Title I of the Consumer Credit Protection Act, and it focuses on the uniform disclosure of credit terms so that you can compare and shop …
READ MORE →Conversion is unlawfully taking or using someone’s property in a way that prevents the lawful owner from enjoying the full rights and benefits of ownership. This article explains conversion law in …
READ MORE →A governor is a member of the board of a board-managed Minnesota LLC. An LLC has governors only if its operating agreement makes it board-managed; a member-managed LLC (the default) or a …
READ MORE →Have you ever had something stolen? Even if you know who stole it, sometimes it is hard to prove. Or perhaps you don’t want the police involved. If you don’t pursue criminal theft charges, what are …
READ MORE →A casualty loss is a loss by fire, storm, or shipwreck, treated as sustained during the taxable year in which the loss occurs as evidenced by closed and completed transactions and as fixed by …
READ MORE →Benjamin Peeler, JD, CPA, LL.M., at Eide Bailly A recent tax court case reminds us that not all published guidance from the IRS serves as an authoritative source of information to use in complying …
READ MORE →Until March 2014, Minnesota had not formally recognized a claim for tortious interference with prospective economic advantage. A common law claim, its roots can be traced to three important Minnesota …
READ MORE →Star Tribune: Business Attorneys, Aaron Hall & Maureen Carlson Business Law Firm at Center of New Industry JUX (formerly Thompson Hall), a business law firm in Minneapolis, filed a Supreme Court …
READ MORE →If someone trespasses on your real property, you can recover damages even where those damages are only nominal in amount. Sime v. Jensen, 213 Minn. 476, 481, 7 N.W.2d 325, 328 (Minn. 1942). A more …
READ MORE →Privacy torts were not recognized until the 1998 case, Lake v. Walmart Stores. The Lake decision finally recognized the privacy torts of appropriation, intrusion upon seclusion, and publication of …
READ MORE →Fiduciary duties arise from a relationship of special confidence, one that exists “when confidence is reposed on one side and there is resulting superiority and influence on the other.” Toombs v. …
READ MORE →This article explains fraudulent misrepresentation, also known as fraud, under the common law. Even though this claim is based on the common law, it remains alive and relevant today. A common law …
READ MORE →The Minnesota Consumer Fraud Act (“CFA”) provides protection for Minnesota consumers. The CFA makes it unlawful for any person to act, use or employ “any fraud, unfair or unconscionable practice, …
READ MORE →Corporations, Limited Liability Companies, General Partnerships, and Limited Partnerships are legal entities separate and distinct from their owners depending on what type of business structure the …
READ MORE →Usually, false advertising claims are brought under the Lanham Act, a federal statute, and Minnesota’s Uniform Deceptive Trade Practices Act (“DTPA”), Minn. Stat. §§ 325D.43 to 325D.48. The Lanham …
READ MORE →Minnesota attorney Aaron Hall speaks with Dr. Jeffery Stamp, inventor of the “Baked! Lays Potato Crisp” and founder of Bold Thinking Institute, about some of the problems new businesses face and how …
READ MORE →It is a violation of Minnesota law for someone to post explicit videos or photos of you online without your permission. This is a violation of your right to privacy. In the age of society’s obsession …
READ MORE →In Minnesota, you now have the option of creating a Public Benefit Corporation for your social enterprise. This lets you combine the benefits of a business with a charitable purpose like a nonprofit …
READ MORE →Governor Mark Dayton signed the Responsible Contractor bill (H.F. 1984) into law on May 16, 2014, creating a requirement now codified at Minn. Stat. § 16C.285. The idea of a “responsible contractor” …
READ MORE →Imagine you walk into a bank to open a new checking account for your business. The banker says you must provide proof that you own the business. You hand the banker the articles, bylaws, member …
READ MORE →It is common in Minnesota for employers to offer severance compensation to employees. These types of agreements vary greatly from business to business and provide an opportunity for the employer to …
READ MORE →We will occasionally meet a company owner who is personally motivated to sell but feels that there are several things that need to be improved before the company is ready to be put on the market. This …
READ MORE →The Green Acres Program provides property tax relief for owners of agricultural property in areas where the market value of land is being affected by development pressure, sales of recreational land, …
READ MORE →The Special Agricultural Homestead provision extends homestead status to property owners who do not live on their farm but actively farm their land or who have a spouse or a child who actively farms …
READ MORE →During the 2001 legislative session, Minnesota enacted the first state property levy since taxes payable in 1967. The tax is only on certain properties and was enacted as part of a property tax reform …
READ MORE →This fact sheet is the second in a series of three fact sheets that were designed to assist taxpayers in the understanding of the basic concepts of their annual assessment and property tax …
READ MORE →This fact sheet is the first in a series of three fact sheets that were designed to assist tax payers in the understanding of the basic concepts of their annual assessment and property tax …
READ MORE →Each spring your county sends you a property tax bill. Three factors that affect your tax bill are: the amount your local governments (town, city, county, etc.) spend to provide services to your …
READ MORE →Minnesota classifies every parcel of real property according to its use on the assessment date (January 2) and that classification directly determines the tax capacity rate applied to the parcel. …
READ MORE →Minnesota sales tax applies to lawn and garden maintenance, indoor plant care, tree and shrub services, and other taxable services discussed in this fact sheet. For more information, see: Fact Sheet …
READ MORE →Minnesota sales tax does not apply to landscaping construction contracts for improvements to real property, but sales tax does apply to landscaping maintenance contracts to maintain a pre-existing …
READ MORE →Unfair competition is a broad category of business torts, not a single cause of action with specific elements. Minnesota courts recognize it as a catch-all for claims protecting commercial interests, …
READ MORE →The Minnesota Business Corporation Act is Minnesota’s adopted version of the Model Business Corporation Act (MBCA), a body of law first published in 1950 with the purpose of setting forth a universal …
READ MORE →When divorcing spouses enter into a spousal maintenance agreement, they often include a “Karon waver.” However, many Karon waivers do not include language required by Minnesota Statutes and Minnesota …
READ MORE →If you are like most companies in the Information Age, your confidential information is critical to your competitive advantage. What is Your Company’s Confidential Information? Each company has its …
READ MORE →In general, a party should not file a motion for default judgment merely because the opposing party’s pleading was untimely served or filed. Attorneys who are new to filing a motion for default …
READ MORE →Nearly 200,000 LLCs formed in Minnesota since 1993 will be affected by the new Minnesota Revised Uniform Limited Liability Company Act, which became law in 2014. On April 8th, 2014, Minnesota Governor …
READ MORE →This article explains how Minnesota sales and use tax applies to different types of labor. What’s New in 2013 Taxable business repair services Starting July 1, 2013, the repair and maintenance of …
READ MORE →IMPORTANT: This article is outdated. See guide to Minnesota Sales Tax for Labor, Installation, Construction, and Fabrication, which was updated in 2013. This article explains how Minnesota sales and …
READ MORE →The information below is preserved for archival purposes. It is no longer in effect. 2014 Law (Repealed) Starting April 1, 2014, business-related storage and warehousing services are subject to sales …
READ MORE →A criminal trial isn’t the only time you may need to “plead the Fifth.” You may need to assert your Fifth-Amendment right against self-incrimination in a civil lawsuit, even the middle of a lawsuit. …
READ MORE →IRC Section 453 defines the appropriate accounting method for reporting income from an “installment sale.”2 An installment sale is generally defined as a sale of property at a profit for which the …
READ MORE →Can a broker be liable for tax consequences arising from an ill-advised annuity liquidation? Yes. What about other bad tax advice? Absolutely. In short, a broker can be liable. You may have a claim …
READ MORE →Before entrusting a brokerage firm with your life savings, or any significant portion of it, spend some time evaluating the firm’s financial health. You’ll be glad you did if the firm ultimately …
READ MORE →Information on: We’re ready to answer your questions! Getting a license Filing your monthly return Minnesota Department of Revenue Phone: 651-296-0889 Also: Minnesota Relay 711 (tty) License …
READ MORE →Editor’s note (updated July 14, 2026). This bulletin reproduces the Minnesota Department of Revenue’s May 2013 summary of the 2013 legislative session. I keep it here as a historical record of what …
READ MORE →Detective and security services, armored car services, and burglar and fire alarm services are taxable. Sales tax applies to the total charge to the customer. The taxable amount includes all expenses …
READ MORE →This post has been adopted from a Minnesota Department of Revenue Fact Sheet. This fact sheet describes the definition of prosthetic devices and provides a summary of how Minnesota sales and use tax …
READ MORE →This post has been adopted from a Minnesota Department of Revenue Fact Sheet. This fact sheet describes the definition of durable medical equipment and provides a summary of how Minnesota sales and …
READ MORE →A general partnership is a business owned by two or more persons who associate to carry on the business as co-owners for profit. Under Minnesota’s Uniform Partnership Act, “the association of two or …
READ MORE →Many believe that creditors cannot touch their retirement savings. But in many states (including Minnesota) that is frequently not true. If you have an ERISA-qualified 401(k) or pension plan, your …
READ MORE →Corporations are run, in large part, by Officers and the Board of Directors. Individual Directors make up the Board of Directors. A vast amount of decision making related to the everyday affairs of a …
READ MORE →This fact sheet explains how sales tax applies to sales and purchases made by schools and school districts. Types of schools School districts are public school entities and districts, organized under …
READ MORE →This post has been adopted from a Minnesota Department of Revenue Fact Sheet. Aircraft When you acquire complete or partial ownership of an aircraft, or when you first bring an aircraft into Minnesota …
READ MORE →Yes. In most cases a creditor holding a judgment on your personal guarantee cannot force the sale of your Minnesota home, as long as you live in it and your equity is within the homestead exemption …
READ MORE →The following is the current (updated July 2023) Fact Sheet for Minnesota Sales Tax Guide for Selling Candy & Sweets. The following post has been adopted from the Minnesota Department of Revenue’s …
READ MORE →The following post has been adopted from the Minnesota Department of Revenue’s Sales Tax Fact Sheet #124, Exercise Facilities and Health Clubs. Fees and memberships Fees or charges for access to the …
READ MORE →This post has been adopted from the Minnesota Department of Revenue’s Sales Tax Fact Sheet, Pets and Pet Grooming, Boarding and Care Services. Sales of animals, including pets, are generally taxable. …
READ MORE →Download/View Form ST3 Exemption descriptions See the Form ST3 instructions and exemption descriptions for more information about the following exemptions. Purchasers are responsible for knowing if …
READ MORE →This post has been adopted from the Minnesota Department of Revenue’s Sales Tax Fact Sheet #133, Advertising – Creative Promotional Services. Nontaxable advertising services Minnesota Rule 8130.9250, …
READ MORE →This post has been adopted from the Minnesota Department of Revenue’s Sales Tax Fact Sheet #121, Lawn and Garden Care, Tree and Bush Service, Landscaping. Lawn and Garden Care, Indoor Plant Services …
READ MORE →This post been adopted from the Minnesota Department of Revenue’s fact sheet 103, Capital Equipment. If you buy or lease qualifying capital equipment for use in Minnesota, you are eligible for a …
READ MORE →The following is the current (updated July 2023) Fact Sheet for Minnesota Sales Tax Guide for Soft Drinks and Other Beverages. The following post has been adopted from the Minnesota Department of …
READ MORE →There are several types of daycare providers that are regulated and licensed by the state of Minnesota. Those providers are: family day care; group family day care; and child care centers. Family and …
READ MORE →If you have purchased software, you have undoubtedly encountered a clickwrap agreement. Clickwrap agreements are contracts between the software owner and the user. As you might imagine, the terms of …
READ MORE →In this video, you get answers to these questions: What is the cancellation of debt income when debt is forgiven? How does the IRS consider this debt? What are the exceptions? When is the money not …
READ MORE →You may be closing a limited liability company for any number of reasons, from the sale of its assets to unprofitability or bankruptcy. Whatever the reason, once a dissolution event occurs, the …
READ MORE →On September 24, 2014, Amazon announced a new policy allowing Minnesota affiliates beginning October 1, 2014. This change was permitted because Amazon will begin collecting sales tax from purchases in …
READ MORE →The Minnesota Antitrust Act prohibits companies from conspiring together to unreasonably restrain their competitors or unreasonably restrain the availability of products in order to benefit themselves …
READ MORE →Many Minnesota small businesses choose to form an S Corp because of its pass-thru taxation benefits, payroll tax benefits, and reliability as a traditional business entity. An LLC can also be taxed as …
READ MORE →If you are hearing the term summary judgment and are concerned, your concern may be justified. A summary judgment is a ruling on a case or an aspect of a case before trial. If granted, it means the …
READ MORE →This post is part of a series of posts related to Minnesota minority shareholder rights. The following posts cover specific issues related to minority shareholder rights: Introduction to minority …
READ MORE →Could your license agreement actually be a franchise agreement? A licensing deal that meets the statutory definition of a franchise carries consequences most business owners never see coming. Each …
READ MORE →On January 25, 2013, Minnesota Attorney General Lori Swanson, by Assistant Attorney General James Canaday filed a six-count Complaint in the Hennepin County District Court against Renewable Energy SD, …
READ MORE →This post is part of a series of posts entitled A Legal Guide to the Internet. Traditional tests of personal jurisdiction are applied to cases involving Internet activity. Presence on the Internet …
READ MORE →This post is part of a series of posts entitled A Legal Guide to the Internet. Similar post: Are Spambots Illegal? Software That Violates a Website’s Terms of Use Bulk email has become a popular way …
READ MORE →This post is part of a series of posts entitled A Legal Guide to the Internet. Businesses of all sizes are finding avenues to use the Internet to market their products. One of the more recent trends, …
READ MORE →Internet service providers (“ISPs”) provide their subscribers with online Internet access. This raises the question of whether the ISP or the individual subscriber is liable for potential copyright …
READ MORE →This post is part of a series of posts entitled A Legal Guide to the Internet. Similar post: Legal Requirements for Coupon Language and Disclaimers. It is important to include web site disclaimers. …
READ MORE →This post is part of a series of posts entitled A Legal Guide to the Internet. As the Internet grows into a serious business tool, security has become a major issue. There are many security systems …
READ MORE →Internet gambling violates provisions of federal law under 18 U.S.C. § 1084, sitting at the intersection of civil and criminal law that businesses navigating regulated industries must understand. This …
READ MORE →Landlords of residential property in Minnesota must send their tenants (renters) a Certificate of Rent Paid (CRP) form by January 31 each year. Landlords can get this form from the state by searching …
READ MORE →Prior to the enactment of ICANN’s dispute resolution policy (commonly known as the “UDRP”), NSI had enacted a dispute resolution system that permitted a trademark owner to challenge a registration …
READ MORE →Virtually anyone can register a domain name by selecting a domain name, contacting a “registrar,” and paying a fee, which generally ranges from $5 to $35. The term “registrar” is used to denote an …
READ MORE →Download this Sample Services Agreement Template in DOC format → View all free form templates→ Services Contract This SERVICES CONTRACT (“Agreement”) is made and entered into this ___ day of ___, …
READ MORE →Download this Sample Independent Contractor Agreement Template in DOC formalt → View all free form templates→ INDEPENDENT CONTRACTOR AGREEMENT Independent contractor agreement (the “Agreement”) made …
READ MORE →Download this Sample One Time Sales Agreement Template in DOC format → One-Time Sale of Goods Agreement This CONTRACT FOR SALE OF GOODS is made this __ day of _______, 20__ by and between …
READ MORE →As free educational resources for the public, attorney Aaron Hall offers a variety of contract templates. Sound contracts and agreements are vital to business owners. These contracts are geared toward …
READ MORE →A joint venture is an association of two or more parties to pursue a certain business purpose. These parties can be individuals or entities such as partnerships, businesses, or corporations. The joint …
READ MORE →Minnesota’s Uniform Voidable Transactions Act was formerly known as the Minnesota Uniform Transfer Act (MUFTA). MUFTA was Minnesota’s adoption of the Uniform Fraudulent Transfer Act (UFTA). MUFTA was …
READ MORE →Complete M8A to determine your Minnesota source income and minimum fee. Note: If you conduct all your business in Minnesota, check the box above line 1. Complete columns A and B and enter 1.00000 (for …
READ MORE →There are four types of tax payments an S corporation can make: extension, estimated tax, tax return and amended return payments. You can pay electronically, by credit or debit card or by check. (See …
READ MORE →Before you complete Form M8, you must complete the following; you will need to reference them: federal Form 1120 Sand supporting schedules, and Schedule KS for each non resident shareholder and to any …
READ MORE →In general, a financial institution is any national or state bank, bank holding company, savings and loan, or any other corporation that does business that a bank or other financial institution would …
READ MORE →Complete and provide Schedule KS to each nonresident shareholder and any Minnesota shareholder who has adjustments to income. Purpose An S corporation must provide each non-resident shareholder, and …
READ MORE →The question is whether a non-solicitation agreement in Minnesota requires consideration similar to that required of noncompete agreements. The short answer is yes, non-solicitation agreements do …
READ MORE →Under Minnesota law, you have rights when a former employee takes your client lists, customer information, computer data, intellectual property, and trade secrets. Minnesota’s Uniform Trade Secrets …
READ MORE →Our firm has recently been contacted by one Anne Goldschmidt regarding an unpaid debt. This appears to be a wire transfer scam, similar to many other scams targeting attorneys. Scam Email 1 Dear …
READ MORE →A successful verdict after litigation, although better than the alternative, can still be a Pyrrhic victory if one has spent too much in attorney’s fees. In the American system where each side pays …
READ MORE →The Fair Debt Collections Act (FDCPA) was first enacted to protect debtors from the increasingly common problem of harassment by debt collectors. The FDCPA arose out of federal consumer protection …
READ MORE →EXPERT WITNESS FOR FINANCIAL DISPUTES Interviewer: Mark Santi (MS), Minneapolis Attorney Interviewee: Don Keysser (DK) [Start of transcription] [00:00] MS: Hi. I’m Mark Santi. I’m an attorney here at …
READ MORE →People sometimes wrongly believe that oral contacts are not enforceable. Most oral contracts are just as enforceable as written contracts, although Minn. Stat. § 513.01 requires certain agreements, …
READ MORE →There is no required language that a coupon must contain to meet legal requirements. If a coupon is honest about its representations of material fact and clear and conspicuous about its terms …
READ MORE →Franchise law in Minnesota is governed by the Minnesota Franchise Act, Minn. Stat. §§ 80C.01–.22. If you are selling the right to run a business under your brand, or buying into someone else’s, this …
READ MORE →In order for a court to have authority over a potential defendant, the court must have personal jurisdiction, also known as in personam jurisdiction. What this means is that the court must be able to …
READ MORE →For new businesses, the lease for commercial space is often essential to the success of the enterprise. Commercial leases are different than residential leases in that they involve much more …
READ MORE →What are the advantages and disadvantages of a sole proprietorship, partnership, corporation, and LLC? This article explains. For partnerships, we distinguish a general partnership from a limited …
READ MORE →The Uniform Commercial Code is a long-term, joint project of the American Law Institute (ALI) and the National Conference of Commissioners on Uniform State Laws (NCCUSL), now known as the Uniform Law …
READ MORE →I often get questions from Minnesota small business owners about their rights when dealing with other business owners. This article explains the basic rights of small business owners. This is part one …
READ MORE →Mergers and Acquisitions are complex transactions that relate to both business growth and legal rules. Mergers and acquisitions generally occur when two separate companies come together to become one. …
READ MORE →As a general rule, it is always a good idea to pay your bills. It is particularly important to pay your legal bills. And I’m not just saying that because I work in the legal field. While it is true …
READ MORE →Starting a gas station can be a wonderful idea. People who think they can run their own gas station should first consider their personality, skills and talents. Small business owners need to be …
READ MORE →By Michael P. Carlson I. Introduction If you have ever taken out a loan from a bank, received a mortgage, or have purchased a new car, you are most likely at least slightly aware of the law of liens. …
READ MORE →A confidentiality agreement is a contract between two or more parties stipulating that certain sensitive information (for example, a company’s trade secrets) exchanged between them will not be used or …
READ MORE →Obtaining financing is a crucial part of most companies’ growth and success, and many lenders advance money in hopes of it being repaid at a profit. Even with financing, however, businesses often …
READ MORE →When a contract clause is ambiguous, Minnesota courts apply a structured set of rules to determine what the parties actually intended, and the outcome can vary significantly depending on who drafted …
READ MORE →Under Minnesota Statutes §§ 504B.225 and 609.606, a landlord, agent of a landlord, or person working under the control of the landlord cannot unlawfully remove or exclude a tenant. A landlord who is …
READ MORE →A corporation with an estimated tax of more than $500 must make quarterly payments based on its required annual payment. A trust, S corporation, or partnership is not subject to an addition to tax for …
READ MORE →A covenant is a promise by the landlord, the tenant, or both, to do or to refrain from doing a specific act. The most familiar one is the tenant’s promise to pay rent on a set date. Others you never …
READ MORE →This article summarizes Minnesota’s corporate farm law, including its purpose and history, allowable farm business structures and exceptions, and constitutional challenges to the law. What is …
READ MORE →If you are the victim of defamation, a cease and desist letter may be an option for you. Defamation (a.k.a. Defamation Per Se) Defamation, whether written (libel) or spoken (slander), is essentially a …
READ MORE →Q: When a company sells and ships goods from outside Minnesota into Minnesota, does the seller collect the sales tax of its own state, or Minnesota sales tax? A: Minnesota sales tax, at the rate in …
READ MORE →Minnesota collects a state income tax at a maximum marginal tax rate of 9.85%, spread across four tax brackets. Like the Federal Income Tax, Minnesota’s income tax allows couples filing jointly to pay …
READ MORE →The following is an example of a Cease and Desist Letter which could be sent in the event of a breach of contract. Every circumstance involving a breach of contract is different. It is not recommended …
READ MORE →This Cease and Desist Letter provides a starting point for dealing with trademark issues. Every trademark dispute is unique and this trademark infringement cease and desist letter template should not …
READ MORE →This Cease and Desist Letter is written from the perspective of an attorney representing a client who has been slandered. Because every case of slander is different, this cease and desist letter …
READ MORE →A defamation cease and desist letter is a formal written demand that someone stop making false statements damaging your reputation, and provide written assurance they will not continue. This template …
READ MORE →You can watch this video before you send a Cease and Desist Letter to get answers to these questions: What is a Cease and Desist letter? When should I send one? Who can send one? How detailed should I …
READ MORE →Conciliation Court, better known as small claims court, is available when someone wants to sue another party for $20,000 or less, or $4,000 or less if the claim involves a consumer credit transaction, …
READ MORE →April 2007 | AN EDUCATIONAL GUIDE FOR MINNESOTANS | Focusing on How Minnesota Taxes Business | Produced and Originally Published by the Minnesota Center for Public Finance Research This publication …
READ MORE →If you are receiving phone calls in an attempt to collect a debt that you legitimately do not owe, the following cease and desist letter template may be useful in your efforts to clear up the …
READ MORE →There are some circumstances in which a default judgment can be vacated (re-opened). Applicable Statute Minnesota Rule of Civil Procedure 60.02, Mistakes; Inadvertence; Excusable Neglect; Newly …
READ MORE →Enter the name of the eligible entity electing to be classified. Employer identification number (EIN) Show the EIN of the eligible entity electing to be classified. Do not put “Applied For” on this …
READ MORE →Note: Tax forms change from time to time. The information below is not kept current. Please see irs.gov for the latest official information. Filing Tax Form 8832 File Form 8832 with the Internal …
READ MORE →Introduction There are special rules for certain businesses that provide professional services. These are usually services that require a state license, certificate, or registration. This article …
READ MORE →Minnesota’s Truth in Repairs Act gives you a right to request a written estimate before repairs are made to your car, truck, motorcycle, household appliance, house, condo, apartment, or other home …
READ MORE →Has your attorney messed up your case? Are you paying the price for having a bad lawyer? Many people who are frustrated with legal services provided by their former attorney consider filing a legal …
READ MORE →I do not practice in this area. To find an emancipation attorney, you can contact either of these organizations: Youth Law Project at Mid-Minnesota Legal Aid 612-332-1441 …
READ MORE →Minnesota bankruptcy law works hand-in-hand with U.S. federal bankruptcy law. For this reason, the information provided here explains federal and Minnesota bankruptcy laws as they generally apply to …
READ MORE →The bankruptcy process is intended to provide individuals a way out from under mounds of debt and an opportunity to rebuild their lives, and their credit, and begin daily life with a fresh start. Most …
READ MORE →A discharge is essentially an order from the bankruptcy court informing a debtor and the debtor’s creditors that the debtor is no longer legally required to repay the debt. The debtor is no longer …
READ MORE →I was recently asked whether a personal guarantee could be discharged in bankruptcy. The answer is fairly simple, but it depends on who filed for bankruptcy. There are two simple rules to keep in …
READ MORE →The ultimate benefit in bankruptcy proceedings is probably the discharge or the permission from the bankruptcy court not to repay certain debts. The bankruptcy court eliminates these debts so that: …
READ MORE →Taxing Jurisdiction & Year AuthorizedRateApproval requiredUse of Revenues/Other CommentsBloomington – 19861.0%City council approvalMall of America site improvements. This tax was only authorized for …
READ MORE →Every business claim has a deadline. Miss it, and your right to sue is gone, regardless of how strong your case is. In Minnesota, statutes of limitations range from two years to six years depending on …
READ MORE →In general, a financial institution is any national or state bank, bank holding company, savings and loan, or any other corporation that does business that a bank or other financial institution would …
READ MORE →Just because you are legally owed money, doesn’t mean it is easy to get that money. You have probably heard the saying, “you can’t squeeze blood from a turnip.” If the debtor has no money and no …
READ MORE →If you have a judgment you are trying to collect, and the debtor has funds at a bank or other financial institution, you may garnish the debtor’s account. Obtaining the judgment and finding out where …
READ MORE →Complete Part I whether or not the entity is seeking relief under Rev. Proc. 2009-41 or Rev. Proc. 2010-32. Line 1. Check box 1a if the entity is choosing a classification for the first time (i.e., …
READ MORE →The Minnesota Termination of Sales Representatives Act, Minn. Stat. § 325E.37, limits how a manufacturer, wholesaler, assembler, or importer may end its relationship with an independent sales rep. It …
READ MORE →In addition to the prohibitions concerning the making of financial performance representations, discussed above, the amended Rule prohibits seven specific acts or practices. Each of the seven is …
READ MORE →Apportionment formulas are important features of state corporate income taxes. They determine how much of a business’s income is taxable and affect the incidence and competitiveness of the tax. …
READ MORE →Belmont Mufflers, Inc. A Minnesota Corporation 111 First Street Jackson, Minnesota 55000 (111) 222-3333 franchiseofficer@belmont_mufflers4u.com www.belmont_mufflers4u.com Belmont Mufflers, Inc., …
READ MORE →The last of the three definitional elements of a franchise covered by the amended Rule is that purchasers of the business arrangement must be required to pay to the franchisor (or to an affiliate), as …
READ MORE →The amended Rule exempts the sale of fractional franchises. A fractional franchise relationship is created when the following two elements are present at the start of the relationship: The franchisee, …
READ MORE →A corporation is an entity where the interest is held by shareholders and whose business is conducted by a board of directors. The shareholders have limited liability, and can normally transfer their …
READ MORE →This post helps explain how Minnesota sales and use tax applies to sales of photography, and to purchases made by photographers. These guidelines also apply to video production. This post is intended …
READ MORE →This post is part of a series of posts on Minnesota’s Public and Private Nuisance Laws. Separate from public nuisance but sometimes overlapping it, Minnesota statutes also recognize private nuisance. …
READ MORE →This post is part of a series of posts on Minnesota’s Public and Private Nuisance Laws. General Ordinances and Regulation Most local units of government have the authority to define and abate …
READ MORE →This post is part of a series of posts on Minnesota’s Public and Private Nuisance Laws. State Public Nuisance Law The key element of Minnesota’s statutory public nuisance law is a civil process …
READ MORE →This and the next several posts describe Minnesota laws that provide remedies to combat offensive or injurious conditions or activities that are a “nuisance” to the surrounding community. A condition …
READ MORE →Table 3 lists the number of business filing tax returns by organizational form. Most business owners (72 percent nationally and 66 percent in Minnesota) report their income as proprietors rather than …
READ MORE →A wage levy, sometimes referred to as a garnishment, is a statutory requirement that state departments and subdivisions confirm a contractor has complied with withholding tax obligations before making …
READ MORE →Collect tax debts first, then collect other agency debts in the order they were referred to the Department for collection. The Minnesota Department of Revenue’s wage levy for any type of debt takes …
READ MORE →Go here for our full guides to Minnesota Sales Tax and Minnesota Use Tax. Do I have to register my business? You must register to collect sales tax if you make taxable retail sales in Minnesota. This …
READ MORE →make taxable sales or leases, perform taxable services in Minnesota, withhold Minnesota income taxes from employees’ wages, make estimated business tax payments, file a Minnesota corporation …
READ MORE →The following posts are written for businesses which have already formed a business entity. How to Register online at www.revenue.state.mn.us by phone at 651-282-5225 or toll free 1-800-657-3605 TTY …
READ MORE →The following is example text from a Non-Earning Disclosure. For a formatted version, download the Non-Earnings Disclosure PDF or Non-Earnings Disclosure DOC. The text below and its PDF and DOC …
READ MORE →The following is example text from a Garnishment Exemption Notice. For a formatted version, download the JGM 401 Garnishment Exemption Notice PDF or JGM 401 Garnishment Exemption Notice DOC. The text …
READ MORE →The following is example text from a Garnishment Exemption Notice. For a formatted version, download the Garnishment Exemption Notice PDF or Garnishment Exemption Notice DOC. The text below and its …
READ MORE →The following is example text from an Affidavit of Service of Garnishment Summons. For a formatted version, download the AOS Garnishment Summons PDF or AOS Garnishment Summons DOC. The text below and …
READ MORE →The following is example text from an Affidavit of Service. For a formatted version, download the Affidavit of Service PDF. The text below and its PDF and DOC counterparts should not be used without …
READ MORE →The amended Rule prohibits franchise sellers from making any financial performance representation unless they have a reasonable basis for the representation at the time the representation is made. …
READ MORE →Minnesota recently enacted modifications to its law relating to the issuance of permits to carry pistols in public (Minnesota Laws 2003, chapter 28). As part of the new law, certain policies were …
READ MORE →The amended Rule prohibits financial performance representations that are not true or are not substantiated at the time they are made. these prohibitions cover not only the franchisor, but any …
READ MORE →This article discusses the basics of Minnesota foreclosures. This part addresses the impact a foreclosure of a first mortgage has on a second mortgage (home equity loans). This is part five of a …
READ MORE →This is an example of a letter demanding payment of unpaid debts. For more demand letters, see the Minnesota Demand Letters page. Demand for Full Amount Due Letter Template [DATE] [DEBTOR] [STREET …
READ MORE →This is an example demand letter attempting to collect an unpaid debt. For more demand letters, see the Minnesota Demand Letters page. Demand for Payment Letter Template VIA EMAIL AND US MAIL February …
READ MORE →Below is an example demand letter attempting to collect an unpaid debt. For more demand letters, see the Minnesota Demand Letters page. What is a Demand Letter? Example Demand Letter Template [DATE] …
READ MORE →This is an example demand letter attempting to collect an unpaid debt. For more demand letters, see the Minnesota Demand Letters page. Watch This Before You Continue Demand Letter Sample: [DATE] Sent …
READ MORE →The following posts give examples of demand letters used in the collection of debts. The examples are intended only as a reference and should not be used without first consulting with an experienced …
READ MORE →The Rule specifies how the disclosures are to be prepared, what additional information may and may not be included, and what records franchisors must maintain. Use of “Plain English” The amended Rule …
READ MORE →In Minnesota, you generally cannot sue a person for the same issue or claim that has already been resolved by a court. For example, if Dave and Sharon both breached their contract with Rob and Rob …
READ MORE →Like the original Rule and the UFOC Guidelines, the amended Rule permits, but does not require, franchisors to include representations about financial performance in their disclosure documents.16 …
READ MORE →After forming an LLC, the members (owners) hold an initial meeting to organize the company. The minutes of this meeting document foundational decisions: approving the Articles of Organization, …
READ MORE →Child’s Best Interests Standard One of the most frequently asked questions in family law is how a court determines child custody in contested matters. Under Minnesota law, custody is determined under …
READ MORE →In this video, you get answers to these questions: What should you know before hiring a contingency fee lawyer? What are important considerations when hiring a contingency fee lawyer? What is a …
READ MORE →Item 15 of the amended Rule requires franchisors to disclose whether franchisees are required to participate personally in the direct operation of the franchise. Among other things, the amended Rule’s …
READ MORE →In Minnesota a mechanic’s lien can be filed by a contractor or materialman to preserve their legal remedy for non-payment by a property owner. This legal process acts as insurance so that the provider …
READ MORE →Consistent with the UFOC Guidelines, Item 5 of the amended Rule requires the disclosure of any initial fees and any conditions on their refundability. “Initial fees” means “all fees and payments, or …
READ MORE →This post is part of a series of posts designed to help you acquire a loan for your small business. The following posts cover methods for public financing of your small business Local MN Programs for …
READ MORE →Before inquiring about debt financing, an entrepreneur should assess such things as: Do you actually need more capital or can you manage existing cash flow more efficiently? How do you define your …
READ MORE →I have heard from a number of attorneys that scam artists are targeting lawyers claiming to need legal help. Understanding these fraud patterns is an important part of law firm operations and risk …
READ MORE →The amended Rule provides that franchisors must furnish prospective franchisees with a disclosure document at least 14 calendar days before the prospective franchisee signs a binding agreement with, …
READ MORE →The FTC Franchise Rule’s disclosure requirements do not apply to a franchise offer or sale when the franchisee’s initial investment totals at least $1,469,600, excluding the cost of unimproved land …
READ MORE →A company selling securities to residents of the state of Minnesota must comply with federal and state securities laws. State securities laws are collectively and individually referred to as “Blue Sky …
READ MORE →ITEM 17: THE FRANCHISE RELATIONSHIP This table lists certain important provisions of the franchise and related agreements. You should read these provisions in the agreements attached to this …
READ MORE →Here is a sample cover page of a franchise disclosure document. Franchise Disclosure Document Belmont Mufflers, Inc. A Minnesota Corporation 111 First Street Jackson, Minnesota 55000 (111) 222-3333 …
READ MORE →ITEM 21: FINANCIAL STATEMENTS Attached to this disclosure document as Exhibit J are our audited, fiscal year end financials for 2005, 2006, and 2007. Attached to this disclosure document as Exhibit K …
READ MORE →Sample Item 19-1: Financial Performance Representation (Based on Actual Historical Performance Results) ITEM 19: FINANCIAL PERFORMANCE REPRESENTATION The FTC’s Franchise Rule permits a franchisor to …
READ MORE →ITEM 13: TRADEMARKS We grant you the right to operate a shop under the name “Belmont Muffler Shop.” You may also use our other current or future trademarks to operate your shop. By “trademark,” we …
READ MORE →Table No. 1 – Systemwide Outlet Summary Table No. 1 of Item 20 presents the total number of all outlets nationwide – both company owned and franchised – operating at the beginning and at the end of …
READ MORE →The last of the three definitional elements of a franchise covered by the amended Rule is that purchasers of the business arrangement must be required to pay to the franchisor (or to an affiliate), as …
READ MORE →The amended Rule covers business arrangements where the franchisor “will exert or has the authority to exert a significant degree of control over the franchisee’s method of operation, or provide …
READ MORE →A limited liability company may amend its articles of organization to include or modify any provision that is required or permitted to appear in the articles or to omit any provision not required to …
READ MORE →When a corporation extends into a new product line or a new geographic area, it frequently establishes a “subsidiary” corporation. A subsidiary corporation is a separate legal entity which happens to …
READ MORE →Do you need to have a disclosure or disclaimer at the end of your emails? Most people don’t. Still, some professionals (like lawyers) may want an email disclosure. Email disclosures don’t have to be …
READ MORE →A corporation may amend its articles of incorporation to include or modify any provision that is required or permitted to appear in the articles or to omit any provision not required to be included in …
READ MORE →There is no publication (i.e., no “legal advertisement”) requirement for corporations incorporated under Minnesota Statutes Chapter 302A. There is also no statutory minimum capital requirement for …
READ MORE →A limited partnership is a type of partnership in which a limited partner is not personally liable for the partnership’s obligations solely by reason of being a limited partner. Minnesota limited …
READ MORE →In general, any name which contains a different word from existing names on file with the Secretary of State is distinguishable and the name is acceptable for filing as an assumed name or as the name …
READ MORE →Minnesota statutes set the naming rules for corporations, limited partnerships, limited liability partnerships, and limited liability companies. Before you commit to a name, confirm it satisfies the …
READ MORE →After you’ve decided what type of business entity is right for your business, you may have to decide on a business name. In this sub-series of posts, we’ll discuss: Certificate of Assumed Name Naming …
READ MORE →Sample Item 23: Receipts ITEM 23: RECEIPTS Receipt This disclosure document summarizes certain provisions of the franchise agreement and other information in plain English. Read this disclosure …
READ MORE →Whether you are self-employed or an employee, if you use a portion of your home for business, you may be able to take a home office deduction, including some operating expenses for the business use of …
READ MORE →There are no federal or state regulations governing termination of the sole proprietorship itself. The sole proprietor simply winds up the affairs of the business and discontinues operations. If the …
READ MORE →A sole proprietor transfers ownership of the business by transferring the assets of the business to the new owner. The prior proprietorship is terminated and a new proprietorship is established under …
READ MORE →A startup business, regardless of form, generally will find it difficult to obtain outside financing. The statistical failure rate for new businesses is high, and many lenders view financing the …
READ MORE →The sole proprietor has full and complete authority to manage and control the business. There are no partners or shareholders to consult before making decisions. This form of organization gives the …
READ MORE →A recent case before the Minnesota Court of Appeals was important because it affirmed the right to sue a Minnesota city, township, or other municipality. In the case, Washington County sued the City …
READ MORE →Once you have a money judgment against a non-paying debtor, you may garnish the debtor’s wages. Under Minnesota law, you may issue a garnishment summons “at any time after entry of a money judgment in …
READ MORE →Attempting to collect a debt can be difficult, even when you already have a court order showing that the debt is owed to you. Not every debtor will pay a debt simply because a court has ruled he or …
READ MORE →One of the fundamental initial decisions a new business owner faces is choosing the form of organization for the business. Generally speaking, a person should consider himself or herself to be “in …
READ MORE →If you are a creditor attempting to collect a debt, but the person owing the debt is refusing to pay, there are legal remedies available to you. First, you must initiate a lawsuit and obtain a …
READ MORE →The first step to collecting a debt owed is obtaining a judgment from a court. Once you have a judgment, you can begin the collection process. If the debtor does not automatically pay, you will have …
READ MORE →Watch this video before you send a Cease and Desist Letter: In this video, you get answers to these questions: What is a cease and desist letter? When should I send one? Who can send one? How detailed …
READ MORE →The laws surrounding bankruptcy are intended to provide a debtor an opportunity to begin again, start over without existing debt, or reorganize the repayment schedule to find a workable payment plan. …
READ MORE →A TRO is a Temporary Restraining Order issued by a Minnesota court judge. The most common type of TRO is for domestic abuse or threats of violence in the family context, but Temporary Restraining …
READ MORE →Minnesota landlords have legal rights when dealing with difficult tenants: renters who violate their lease, don’t pay rent, damage the property, or otherwise break Minnesota landlord-tenant law. The …
READ MORE →This article explains the legal responsibilities of those serving on the board of directors of a Minnesota nonprofit organization. Introduction It is an honor to be asked to serve on a board of …
READ MORE →If you sit on the board of a Minnesota corporation or hold a corporate office, you take on legal duties the moment you accept the role. These fiduciary duties arise from the position itself, …
READ MORE →In this video, you get answers to these questions: How do you create a contract in Minnesota? Can you have an oral contract or does it have to be in writing? What provisions have to be in the …
READ MORE →A fiduciary is a person required to act for the benefit of another within the scope of their relationship. A fiduciary owes a certain standard of loyalty or care toward another. What are the …
READ MORE →Recently, I wrote about the test for determining whether a religious organization qualifies as a church, and thus, a tax exempt organization, even though the organization does not obtain 501(c)(3) …
READ MORE →Many Minnesota homeowners are facing foreclosure during these difficult economic times. Minnesota homeowners may wonder about the foreclosure process in Minnesota and the legal consequences of a …
READ MORE →If the bank is foreclosing on your home, you may be wondering about the process and the legal consequences of a Minnesota foreclosure. This is part three of a series on Minnesota foreclosures, …
READ MORE →This article discusses the basics of Minnesota foreclosures. This is part one of a series on Minnesota foreclosures: Minnesota Foreclosure Law: Foreclosure Basics Minnesota Foreclosure Law: …
READ MORE →As a Minnesota business attorney, I am often asked questions related to Minnesota noncompete agreements. Below I explain an overview of Minnesota noncompete law and answer common questions. What …
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