Member-Managed vs. Manager-Managed vs. Board-Managed LLC

Member-Managed vs. Manager-Managed vs. Board-Managed LLC

In Minnesota, a limited liability company (LLC) is allowed to select one of the following three management structures: member-managed, manager-managed, and board-managed. This is usually done when the LLC is created, but it can be changed later by agreement of the members/owners. These three options became available to LLC owners in 2014 when Minnesota overhauled…

Do Company Managers Have a Right to Rely on Information from Others?

Do Company Managers Have a Right to Rely on Information from Others?

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 completed it or can you reasonably trust her statement? Table of Contents Right to Rely on InformationLimited Liability Company (LLC)CorporationConclusion…

Unrelated Business Income Tax: Nonprofit Organizations & UBIT Cases

Unrelated Business Income Tax: Nonprofit Organizations & UBIT Cases

Table of Contents 1. Unrelated Business Taxable Income2. Congressional Action3. Social ClubsBackgroundA. North Ridge Country Club v. CommissionerFactsHoldingPostscriptFactsIssueRationale and Holding4. AdvertisingBackgroundFactsIssuesIssue 1Issue 2Issue 3Issue 4FactsIssuesIssue 1Issue 2FactsIssuesIssue 1Issue 25. InsuranceBackgroundFactsIssuesIssue 1Issue 26. Other DevelopmentsF. Update on Unrelated Business Income1. Social Clubs2. Advertising3. Insurance4. Royalties5. Other Developments 1. Unrelated Business Taxable Income The purpose of this…

Do Corporations Need Paper Stock Certificates?

Do Corporations Need Paper Stock Certificates?

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 in a corporation. In today’s world, as companies and shareholders are trying to become “paperless,” corporate laws generally allow companies to avoid stock certificates. This includes paper and…

How Can YouTubers and Influencers Avoid Legal Pitfalls?

How Can YouTubers and Influencers Avoid Legal Pitfalls?

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 much do YouTubers usually spend on attorneys? Who spends more on lawyer fees, YouTubers or other businesses? How can YouTubers and influencers avoid…

How Much Does It Cost to Set Up a 501(c)(3) Nonprofit Organization?

How Much Does It Cost to Set Up a 501(c)(3) Nonprofit Organization?

When business owners want to give back to their community and support their philanthropic values, they sometimes ask me how much it costs to start a tax-deductible charitable donation. This article summarizes the costs (as of 2020) to creating your own 501(c)(3) nonprofit organization. Table of Contents What are the costs to set up a…

What Are My Rights if Someone Copies My Social Media Post?

What Are My Rights if Someone Copies My Social Media Post?

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 this issue? What are problems that can occur with copyright infringement lawsuits? When does it make sense to go…

Minnesota Court of Appeals Procedural Decisions: Special Term Opinions

Minnesota Court of Appeals Procedural Decisions: Special Term Opinions

Some procedural issues are not clear under court rules. The court has resolved some of these issues in court decisions. These decisions can provide useful guidance to attorneys in the future. Below is an index of those procedural issues and the decisions addressing those issues. Table of Contents Special Term Opinion Subject Matter IndexHistoryCivil Appellate…

Bailment Law: Property Held by Another & Your Legal Rights

Bailment Law: Property Held by Another & Your Legal Rights

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. Table of Contents What is Bailment?How is a Bailment Relationship Created?Bailment ExamplesWhen Doesn’t Bailment Apply?Property RentalSalesLeasesWhat Liability is a Bailee Accepting?How Can a Bailee Minimize Risks of Liability? What is…

Can a Company Officer Be Personally Liable for Defamation?

Can a Company Officer Be Personally Liable for Defamation?

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 be personally liable for defamatory statements when the officer was involved in “directing, authorizing, and approving a defamatory [statement].” See Derosa…

Estoppel Law in Minnesota

Estoppel Law in Minnesota

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 against you? Table of Contents IntroductionPromissory EstoppelEquitable EstoppelJudicial EstoppelCollateral EstoppelVideo Transcript Introduction Estoppel is a legal doctrine that…

What is a Rule 26 Discovery Conference in Minnesota Court Cases?

What is a Rule 26 Discovery Conference in Minnesota Court Cases?

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. The requirements for this are found in Rule 26.06 of the Minnesota Rules of Civil Procedure. Table of Contents When must a Rule 26…

Business Valuation: How Do You Appraise the Worth of Your Company?

Business Valuation: How Do You Appraise the Worth of Your Company?

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 hire an appraiser? What is Solomon’s choice? How important is it as a business owner to consider the value…

Minority Business Owners’ Right to Demand Company Information

Minority Business Owners’ Right to Demand Company Information

In this video, you get answers to these questions: What information must a company share with its owners? What is the proper purpose to have when requesting information? What are your rights as a business owner? What are your obligations if a business owner requests information? What are the statutes? While it may seem like…

Can I Register a Dead or Abandoned Trademark?

Can I Register a Dead or Abandoned Trademark?

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 infringement? Video Transcript Can I register a dead or abandoned trademark? That’s a question I’m going to answer today. I’m Aaron Hall….

Buy or Sell a Business & Owner Disputes: How to Avoid Problems

Buy or Sell a Business & Owner Disputes: How to Avoid Problems

 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? What are the fiduciary duties that business owners owe each other? If business owners are fighting, what options…

What Salary is ‘Reasonable Compensation’ for S Corp Owners?

What Salary is ‘Reasonable Compensation’ for S Corp Owners?

The IRS requires business owners who work in an S corporation to pay themselves a reasonable wage. Without this requirement, business owners could pay themselves $1 per year, which is subject to 15% payroll tax, and the remaining profits received by the business owner would be free of payroll tax. How do you figure out…

Minnesota Conciliation Court: How to Prepare for Small Claims Court

Minnesota Conciliation Court: How to Prepare for Small Claims Court

Table of Contents What is Minnesota Conciliation Court?How Conciliation Court is Different from Normal Court CasesHow to Represent Yourself in Small Claims CourtHow to Start a Lawsuit in Small Claims CourtWhat To Do If You are Sued in Small Claims CourtTips for Representing Yourself in Conciliation CourtGet There On TimeBring the Relevant InformationKnow What You…

In an Accident, How Do People Get Your Health Care Directive?

In an Accident, How Do People Get Your Health Care Directive?

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 health care directive? What are the steps you can take for family and friends to have access to your health care directive? Video Transcript If you’re in an accident,…