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 →The Minnesota Legislature created the state’s paid family and medical leave program in the 2023 regular session (2023 Minn. Laws ch. 59, art. 1), coding it as Minn. Stat. ch. 268B, and in 2024 gave …
READ MORE →Minnesota’s pay transparency statute, Minn. Stat. § 181.173, took effect January 1, 2025 under 2024 Minn. Laws ch. 110, art. 7, § 2, and most employers treated it as a small administrative tweak. It …
READ MORE →Minnesota legalized adult-use cannabis in August 2023, and Chapter 342 changed almost every employer-policy assumption written before that date. The change was not just a relabeling of a controlled …
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 →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 →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 →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 →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 →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 →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 →The pandemic was the largest stress test of force majeure language in modern American commercial practice, and most clauses failed it. Form-book provisions written in the 1990s and copied forward …
READ MORE →When a deal goes sideways, the first move from the other side is almost always the same: “we also agreed that…” The integration clause, often called a merger clause or an “entire agreement” clause, is …
READ MORE →A signed letter of intent rarely closes a deal, and most Minnesota business owners assume it does not bind them. That assumption is right more often than wrong, but the exceptions are expensive. A …
READ MORE →A liquidated damages clause is a useful tool when it works and a wasted paragraph when it does not. The clause sets a fixed dollar amount, or a formula, that the breaching party owes if the contract …
READ MORE →A short clause buried in a vendor contract, employment offer, or shareholder agreement can decide whether your next dispute lands in front of a Hennepin County judge or a private arbitrator a thousand …
READ MORE →When Minnesota’s earned sick and safe time (“ESST”) law took effect on January 1, 2024, it shifted paid sick leave from a discretionary benefit into a baseline obligation that reaches almost every …
READ MORE →A Minnesota business owner who wants to leave an LLC, push out a co-owner, or close out a deceased partner’s stake usually starts with the wrong assumption: that Minnesota law gives a member a right …
READ MORE →A Minnesota operating agreement is the rulebook for your LLC. If you do not write one, Minn. Stat. ch. 322C writes one for you, and the statutory defaults rarely match what the founders actually …
READ MORE →When the county assessor mails a Notice of Valuation showing a market value that does not match what your commercial building would actually sell for, you have a real but time-limited set of tools to …
READ MORE →If your company spends real money in Minnesota figuring out how to make a new product work, how to make an existing product better, or how to solve a technical problem the answer to which is not …
READ MORE →A minority shareholder gets squeezed in a closely held Minnesota corporation in predictable ways. The distributions stop while the majority’s salaries grow. The board meetings happen without notice or …
READ MORE →When an employee raises a legal concern, what an owner does next is heavily regulated in Minnesota. The state’s primary anti-retaliation statute, Minn. Stat. § 181.932, is short, but it is broader …
READ MORE →Workplace drug testing in Minnesota is more tightly regulated than in most states. The Drug and Alcohol Testing in the Workplace Act, Minn. Stat. §§ 181.950 to 181.957 (DATWA), tells you when you may …
READ MORE →If you run a Minnesota nonprofit, sales tax is one of those topics that looks simple from a distance and gets harder the closer you look. Federal 501(c)(3) status does not automatically exempt your …
READ MORE →A Minnesota buyer’s biggest fear in an asset purchase is paying real money for a business and then discovering the seller’s old debts came along for the ride. The reassuring news is that Minnesota’s …
READ MORE →When the Minnesota Department of Revenue mails an order assessing additional tax, denying a refund, or rejecting a penalty abatement request, your business has two procedural tracks to contest it: an …
READ MORE →A Minnesota lender wires funds against a borrower’s accounts receivable, takes a personal guarantee, and files a UCC-1 financing statement with the Secretary of State. Eighteen months later the …
READ MORE →Most Minnesota CEOs treat unemployment claims as a paperwork chore handed off to HR or payroll. That works until a discharge that the company believes was for cause comes back as an awarded claim, the …
READ MORE →A client recently asked the question every business owner eventually asks: “If something goes wrong, can the other side come after my house?” The answer in Minnesota is almost always no, because of …
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