A Minnesota lender wires funds against a borrower’s accounts receivable, takes a personal guarantee, and files a UCC-1 financing statement with the Secretary of State. Eighteen months later the …
READ MORE →Most Minnesota CEOs treat unemployment claims as a paperwork chore handed off to HR or payroll. That works until a discharge that the company believes was for cause comes back as an awarded claim, the …
READ MORE →A client recently asked the question every business owner eventually asks: “If something goes wrong, can the other side come after my house?” The answer in Minnesota is almost always no, …
READ MORE →The tax bill on a business sale is rarely a single number. It is the output of a half-dozen structuring decisions made before the letter of intent is signed, and most of those decisions are federal …
READ MORE →If you sit on a Minnesota board and you read about a CEO being sued personally for a deal that went bad, the question that goes through your head is the right one: when am I exposed and when am I not? …
READ MORE →A Minnesota CEO signs a service contract with a vendor. A year later, a stranger to the deal sues the company on the contract, claiming the agreement was written to benefit them. The CEO never met …
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 …
READ MORE →Most Minnesota CEOs already know their state is at-will. Fewer realize how much Minnesota law layers on top of that default. Minnesota remains an at-will state by common-law default, but layered …
READ MORE →When an employee leaves, the question I get most often from owners is some version of: how fast do I have to cut the final check, and what goes in it? Minnesota has a clear answer, but the answer …
READ MORE →Most Minnesota business owners ask the same question after handing me an NDA: will this actually hold up if my former employee or counterparty walks off with confidential information? The honest …
READ MORE →When a Minnesota CEO asks me whether a worker should be on the payroll or on a 1099, the honest answer is that it is not a single question. It is four questions, and they can return four different …
READ MORE →The Minnesota pass-through entity tax election is a state-level workaround for a federal problem: the cap on individual deductions for state and local taxes. When your LLC or S-corp makes the …
READ MORE →When an employee leaves and has a balance of unused paid time off, Minnesota employers often ask the same question: do we owe that balance, and if so, how much and when? The short answer is that …
READ MORE →If you live some of the year in Minnesota and some of it elsewhere, the question of whether you owe Minnesota income tax is rarely as simple as picking the state with the lower rate. Minnesota uses …
READ MORE →Minnesota taxes prewritten computer software, digital goods, and a specific list of services, and it treats true cloud software as a service (SaaS) as a nontaxable service under current Department of …
READ MORE →A Minnesota severance agreement that survives challenge does two things at once. It satisfies federal Age Discrimination in Employment Act (“ADEA”) release rules under the Older Workers …
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. § …
READ MORE →When the Minnesota Legislature voided most employee noncompetes entered into on or after July 1, 2023, a lot of employers I talk to assumed their entire post-employment playbook had been torn up. It …
READ MORE →When a key hire walks out the door with a customer list and joins a competitor, a Minnesota CEO no longer has the noncompete tool that once made the answer simple. The good news: three statutory tools …
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 →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 →Minnesota treats your LLC as a state-law entity with liability protection, but the IRS treats that same LLC under the federal default classification rules unless the LLC makes a valid election into an …
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 Minnesota overhauled its wage laws in 2019, lawmakers did something unusual: they rewrote the employer’s administrative duties in detail and then attached a felony-level criminal statute on …
READ MORE →What Is an Annual Meeting of LLC Members? 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 …
READ MORE →What Is a Written Action of the Board of Directors? A written action allows the Board of Directors of a corporation to approve decisions without holding a formal meeting. When all directors sign a …
READ MORE →What Is a Written Action of the Board of Governors? 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 …
READ MORE →What Is a Written Action of an Incorporator? An incorporator is the person who files the Articles of Incorporation with the government, initially forming the corporation. The incorporator may be the …
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 →In Minnesota, whether a worker is an independent contractor or an employee is determined by a multi-factor analysis under Minn. Stat. § 181.722. The consequences of getting the classification wrong …
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