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…
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…
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? 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…
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…
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? When can one LLC be liable for the other? How can I learn more about this topic?…
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…
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…
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…
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 liability as a trainer? When is an LLC helpful? What else should you consider when deciding between an LLC…
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…
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…
When you file a motion in court, one of the documents usually required is a Memorandum of Law (also known as Memorandum of Law in Support of the Motion). Your Memorandum of Law is where your legal arguments are located. This is where your persuasive skills are applied. Thus, it is important to know how…
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…
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…
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 business? What can you do if you don’t have an agreement in place? Video Transcript What are the…
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…
In this video, you will get answers to these questions: Can a business owner be fired? Do they have a right to employment? Is it legal to fire a business owner? What is a reasonable expectation of employment? How can your employment be terminated? Video Transcript Can a business owner be fired? Do they have…
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…
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….
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…
In this video, you will get answers to these questions: Do I have to obey a cease and desist letter? What is a cease and desist letter? What should I do if I receive a cease and desist letter? Video Transcript Do I have to obey a cease and desist letter? That’s the question I’m…
In this video, you get answers to these questions: What is a demand letter? What are the takeaways from this lawsuit? Why is it important to hire an attorney when responding to a demand letter? Why is it important to take a demand letter seriously? Video Transcript What is a demand letter? I’m Aaron Hall,…
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 consequences of having 50/50 ownership? Video Transcript Should my spouse and I own an LLC together? That’s the question…
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…
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 heart or the mind of the judge? Is there enough logic and reasoning in…
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 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,…
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 I’m going to answer today. I’m Aaron Hall, an attorney for business owners in Minneapolis, Minnesota. All right. You might be wondering…
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 person you don’t trust? Video Transcript Why is a confession of judgment so powerful? That’s a question I’m going…