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 …
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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 …
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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 …
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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 in …
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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 …
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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 …
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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 …
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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 …
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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, and that combination—LLC flexibility with S-corp …
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I review contracts daily. The terms that actually determine a business owner’s financial exposure are rarely the ones they focus on. Price, scope, timeline—those get attention. The clauses buried in …
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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 …
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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 …
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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 …
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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 …
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When a competitor steals your proprietary information or a former employee walks out the door with your trade secrets, the immediate question is: what can you actually recover? Minnesota business …
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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 …
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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 …
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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 …
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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 …
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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 …
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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 …
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When Business and Personal Finances Mix, Courts Can Come After You Starting a corporation or LLC does not automatically protect your personal assets. That protection only works if you treat your …
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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 …
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For decades, Minnesota employers relied on a familiar playbook: hire a key employee, have them sign a non-compete, and count on that agreement to keep proprietary information from walking out the …
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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 …
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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 …
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Key Takeaways 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 …
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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 …
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Your company’s most valuable assets may not appear on any balance sheet. Customer lists, proprietary processes, pricing models, supplier relationships, software algorithms, strategic plans—these …
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You can have the most valuable trade secret in your industry—a formula, a process, a customer database that took years to build—and lose all legal protection for it because you didn’t take …
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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 …
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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 …
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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 …
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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 …
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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 …
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Key Takeaways Meeting minutes must document date, time, location, attendees, absentees, and quorum to establish meeting validity and authority. Minutes should record motions, discussions, decisions, …
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Key Takeaways Courts may impose penalties, damages, or contract rescission for refusal to negotiate in good faith, undermining contract enforceability. Bad faith negotiation in employment or …
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Key Takeaways Backdating internal documents to misrepresent timelines can constitute fraud and lead to civil or criminal penalties. Such practices undermine corporate governance, impair audits, and …
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Key Takeaways California and New York require written notices of commission plan changes with at least 7 and 30 days’ advance notice, respectively. Some states prohibit retroactive commission …
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Key Takeaways Publicly disclosing terminations can breach confidentiality clauses in employment contracts, leading to legal liability and breach of contract claims. Sharing sensitive termination …
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Key Takeaways Severance offers typically require signing a general release to waive future claims against the employer, including discrimination and wrongful termination. Employers use general …
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Key Takeaways Management fee clauses define compensation for parent-provided administrative and managerial services to subsidiaries, ensuring clear financial terms. Fees are structured based on fixed …
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Key Takeaways 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 …
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Key Takeaways Minnesota law allows statutory conversion from a partnership to an LLC by filing Articles of Organization and a plan of conversion. Conversion requires dissolving the partnership, …
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Key Takeaways 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 …
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Key Takeaways 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 …
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Key Takeaways Businesses can deny service for legitimate reasons like safety concerns, policy violations, or nonpayment without violating Minnesota law. Denial of service based on protected …
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Key Takeaways Verify the arbitration agreement is valid, clear, and applicable under Minnesota law and the Federal Arbitration Act. File a formal motion to compel arbitration in the court where the …
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Key Takeaways Clawback commissions in Minnesota require explicit contractual provisions outlining conditions and timing for reclaiming paid commissions. Employers must provide clear notice and …
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Key Takeaways Minnesota law does not explicitly prohibit moonlighting, allowing employees to engage in lawful off-duty work generally. Employers can impose reasonable, clearly defined moonlighting …
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Key Takeaways Resolutions lacking proper notice to all eligible directors or shareholders can be invalidated due to procedural unfairness. Board decisions made beyond the scope of authority or …
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Key Takeaways Consult legal counsel to revise formation documents and explicitly include necessary liability protections in the new LLC operating agreement. Notify professional licensing boards …
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Key Takeaways 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 …
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Key Takeaways Common area usage restrictions are legally established through governing documents like CC&Rs, bylaws, and rules approved by owners or boards. Restrictions regulate access, …
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Key Takeaways Employers must obtain informed consent before monitoring remote workers, disclosing scope, methods, and purposes transparently. Monitoring should be proportional, limited to work-related …
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Key Takeaways Backdating can create contractual ambiguity, risking disputes over parties’ true intent and enforceability. Improper backdating may lead to allegations of fraud, regulatory sanctions, …
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Key Takeaways A board member must recuse when facing direct financial, personal, or proprietary conflicts of interest related to the vote. Recusal is required by law, organizational bylaws, or ethical …
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Key Takeaways The board must pass a formal resolution authorizing dissolution and asset liquidation, complying with bylaws and state laws. Shareholder approval is required via majority or …
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Key Takeaways File a formal written notice or motion explicitly stating withdrawal is without prejudice, ensuring compliance with jurisdictional and court rules. Use withdrawal tactics to preserve the …
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Key Takeaways Statutory deadlines vary by dispute type, jurisdiction, and specific claims involved, affecting filing and action timeframes. Written contracts typically have longer limitation periods …
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Key Takeaways 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 …
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Key Takeaways Define authority limits based on role, title, and organizational hierarchy for clear accountability and decision-making boundaries. Align authority limits with regulatory compliance, …
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Key Takeaways 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 …
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Key Takeaways AAA offers structured procedural rules enhancing predictability and enforceability in business arbitration awards. JAMS provides flexible case management, facilitating customized …
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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 …
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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 …
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Get the Contract Terms Into the Job Offer Letter If you plan to include non-compete terms, non-solicitation clauses, or delayed compensation arrangements, those provisions must be part of the initial …
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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 …
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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 …
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Bootlegging statutes regulate unauthorized recording and distribution of live performances to protect artists’ intellectual property and economic interests. These laws define illegal activities …
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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 …
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Misuse of company credit cards, including unauthorized or personal expenses, constitutes fraud or embezzlement and carries serious legal repercussions. Criminal charges may involve theft, fines, …
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What Makes Someone an Independent Contractor An independent contractor is anyone you enter into a contract with who is not your employee. They have their own professional expertise, their own …
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Making Contracts Work in the Real World Signing a contract doesn’t always mean your business is protected. What really matters is what happens when something goes wrong—like a supplier missing …
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Non-solicitation clauses in B2B deals protect businesses by restricting the poaching of employees and clients, maintaining operational stability and competitive edge. Best practices include using …
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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 …
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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, …
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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 …
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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 …
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Why LLC Owners Still Face Personal Liability 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 …
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Understanding the Difference Between Non-Compete and Non-Solicitation Agreements When bringing new talent into your company, setting clear boundaries on post-employment conduct can protect your …
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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 …
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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 …
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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 …
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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 …
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Non-refundable deposit terms breach Minnesota law when they lack clear, conspicuous disclosure or impose unlawful forfeiture clauses that unfairly restrict consumer rights. Such terms must not be …
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Avoiding trigger words in legal response letters is essential to prevent escalating disputes and fostering constructive dialogue. Neutral, precise language supports professionalism, reduces defensive …
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Minnesota employers may deduct from a final paycheck for unreturned company property only when they have a written agreement, the deduction reflects actual property value, and wages are not reduced …
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Terminating employees for cultural misalignment poses significant legal and ethical risks, including discrimination claims from subjective or biased assessments. Without clear, measurable criteria, …
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Protecting privilege in internal investigation memos requires clear establishment of attorney-client purpose and anticipated litigation context. Memos must be explicitly marked with visible …
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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 …
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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 …
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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 …
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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, …
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A waiver of notice in board meetings legally validates actions taken despite procedural lapses in formal notification. To be effective, waivers must be explicit, in writing, signed by entitled …
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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 …
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Board voting deadlocks typically result from evenly split opinions or conflicting interests among members, impeding crucial decisions. Legal frameworks and organizational bylaws outline voting …
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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 …
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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 …
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Expanding Across State Lines? Here’s What You Need to Know About Foreign Registration When your business starts growing beyond your home state, the paperwork might not be the first thing on your mind. …
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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 …
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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. …
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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 …
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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, …
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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 …
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Personal guarantees generally remain enforceable after an entity transfer unless explicitly released or novated. Transfers such as asset sales typically do not extinguish guarantees, while stock sales …
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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 …
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Dissolving a Minnesota LLP requires establishing valid legal grounds, such as term expiration or unanimous partner consent. Partners must review the LLP agreement for dissolution procedures and secure …
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When officer actions exceed stated governance authority, they violate legal and ethical limits designed to protect civil rights and ensure accountability. Such overreach includes unwarranted use of …
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Board approval is required for employment terms involving executive compensation, contract amendments, severance provisions, and arrangements that affect corporate governance or financial obligations. …
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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 …
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Deemed liquidation events are contractual or statutory triggers causing liquidation-like effects without formal dissolution. They significantly impact ownership rights, control structures, and …
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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 …
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Demand letters that demand obligations beyond contract terms or ignore required procedures risk breach of contract claims. Aggressive, threatening, or coercive language may provoke retaliation …
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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 …
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Workplace surveillance in Minnesota must comply with state privacy laws that require clear employee notification and explicit consent for video, audio, biometric, and electronic monitoring. Employers …
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Legal remedies for misrepresented square footage typically involve contract rescission, renegotiation, or damage claims based on fraudulent misrepresentation. Buyers may seek price adjustments …
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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 …
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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 …
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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 …
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Reassigning roles without triggering constructive termination requires careful management to avoid creating intolerable work conditions. Employers should communicate changes transparently, explaining …
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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 …
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Post-termination obligations in executive agreements typically include confidentiality, non-compete, and non-solicitation clauses designed to protect proprietary information and business interests …
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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 …
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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, …
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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 …
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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 …
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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 …
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Commercial lease clauses often violate local codes by imposing restrictive signage limits that exceed municipal rules, shifting major maintenance responsibilities unlawfully to tenants, and …
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Understanding zoning laws is essential when expanding business operations, as they regulate land use, permissible activities, and development standards. Different zoning categories—such as commercial, …
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Corporations failing to hold mandatory annual shareholder meetings face serious legal consequences including state penalties ranging from $100 to $2,500, loss of good standing status, and potential …
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CEOs create substantial fiduciary liability through inadequate due diligence in mergers and acquisitions, financial misrepresentation, and cybersecurity negligence. Self-dealing transactions, …
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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 …
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International licensing enables global market penetration by granting intellectual property rights to foreign partners while retaining core asset ownership. Companies reduce capital requirements and …
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Corporate boards must approve transactions exceeding predetermined thresholds, typically 5-20% of total assets or market capitalization. Major acquisitions, disposals, capital expenditures, debt …
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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 …
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Key Takeaways 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 …
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Key Takeaways 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 …
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Key Takeaways Failure to train managers on discrimination and harassment increases risk of costly lawsuits and regulatory penalties. Inadequate wage and classification training leads to payroll …
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Key Takeaways 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 …
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Key Takeaways Backdating board resolutions can be deemed falsification, risking allegations of fraud, breach of fiduciary duty, and invalidation of corporate decisions. Courts and regulators …
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Key Takeaways 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 …
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Key Takeaways Undisclosed or selectively disclosed side letters create information asymmetry and can trigger anti-fraud violations under securities laws. Side letters granting preferential treatment …
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Key Takeaways Mediation offers a confidential, cost-effective alternative to litigation for resolving intellectual property disputes. Neutral mediators with IP and technical expertise facilitate …
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Key Takeaways 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 …
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Key Takeaways 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 …
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Key Takeaways 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 …
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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 …
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Terminating board members without established procedural protocols constitutes a critical governance failure. Such arbitrary actions expose organizations to substantial legal, financial, and …
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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 …
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“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, …
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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 …
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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 …
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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, …
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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 …
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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 …
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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, …
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Licensing agreements often include clauses that survive contract termination to protect critical interests. Intellectual property rights typically persist, ensuring ownership and usage restrictions …
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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 …
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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 …
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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 …
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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 …
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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 …
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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 …
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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 …
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Split jurisdiction clauses in dual-contract disputes designate separate forums for each contract, clarifying legal authority and reducing jurisdictional conflicts. They facilitate tailored dispute …
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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 …
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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 …
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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 …
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What a Choice of Law Provision Does A choice of law clause in a contract specifies which state’s laws will govern the agreement. In a deal between a company in California and one in New York, the …
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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 …
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Anti-Harassment, Discrimination, and Retaliation Policies Every company needs a clear policy prohibiting harassment, discrimination, and retaliation. Harassment covers inappropriate conduct—sexual …
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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 …
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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 …
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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 is …
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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 …
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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 …
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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 …
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Compliance failures jeopardize licensing status by breaching regulatory standards that legitimize business operations. Such failures often stem from inadequate training, documentation errors, or …
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ASC 606 compliance failures that often precipitate lawsuits include misidentifying performance obligations, incorrect timing of revenue recognition, and inadequate contract documentation. These errors …
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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 …
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Vendor termination clauses with wind-down provisions delineate conditions for contract cessation, including breach, insolvency, or mutual consent, while mandating notice requirements and procedural …
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Setting compensation without board approval generally contradicts established governance principles, as the board holds primary authority over remuneration frameworks to ensure transparency and …
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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 …
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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, …
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Procedural defects in board resolution approval often arise from failure to provide proper meeting notice, lack of quorum, incomplete or inaccurate minutes, and unauthorized meetings. Additionally, …
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Under Minnesota law, board minutes must include the meeting date, location, and a record of directors present or absent to confirm quorum establishment. They must detail all motions, resolutions, and …
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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. …
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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 …
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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 …
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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 …
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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 …
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Invalid meeting notices frequently arise from vague language, insufficient advance timing, or omission of critical details like agenda and location, undermining the legal validity of high-stakes board …
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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 …
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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 …
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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 …
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Ratifying past actions taken without proper authority formally legitimizes decisions initially made without explicit approval, transforming unauthorized acts into binding commitments. This process …
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Misuse of licensed material in teaser trailers exposes creators to legal liabilities including copyright infringement claims and contractual breaches. Unauthorized alterations or exceeding agreed …
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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 …
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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 …
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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 …
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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 …
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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 …
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Rights disputes over restored silent films commonly stem from ambiguous historical ownership, inadequate documentation, and the layered nature of original and restoration-derived rights. Conflicting …
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Insurance typically denies coverage for damages arising from intentional acts to prevent deliberate misconduct and moral hazard. This exclusion differentiates accidental harm from deliberate …
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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 …
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To document board ratification after the fact, the board must draft a formal resolution explicitly approving the prior action, referencing the original decision date and affirming compliance with …
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Board member discipline typically addresses breaches of ethical standards, absenteeism, misconduct, or conflicts of interest that threaten organizational integrity. Legal frameworks establish clear …
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Emergency board meetings without proper notice undermine transparency, reduce informed participation, and risk legal non-compliance. Such failures compromise governance standards, potentially …
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Revenue recognition in multi-year deals is complicated by evolving contractual obligations, variable pricing, and extended performance periods requiring ongoing reassessment. Accurate identification …
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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 …
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Board decisions without meeting formalities allow directors to approve resolutions through unanimous written consent rather than convening formal sessions. This process, governed by statutory …
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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 …
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Selling medical devices without FDA clearance violates federal law, risking enforcement actions including fines, injunctions, and product seizures. Unapproved devices lack verified safety and …
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Allocating shared expenses across affiliated entities requires clearly defined policies and objective allocation bases. Common shared costs include overhead, IT services, and employee benefits. …
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Under Minnesota law, arbitration awards are binding and enforceable once confirmed by a district court, which treats them similarly to judicial judgments. Confirmation must be sought within one year …
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Board members voting on their own compensation without recusal present clear conflicts of interest that undermine impartiality and ethical governance. Such actions violate legal and regulatory …
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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 …
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Ignoring bylaw formalities jeopardizes organizational legality and governance integrity. Such neglect often leads to violations of statutory requirements, resulting in invalidated decisions, increased …
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Backdating board resolutions may constitute misrepresentation and breach fiduciary duties, raising significant legal risks including regulatory sanctions and potential civil or criminal liability. It …
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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 …
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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. …
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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 …
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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 …
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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 …
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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 …
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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 …
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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 …
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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 …
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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 …
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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 …
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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 …
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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 …
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Ignoring anonymous complaints can result in substantial legal consequences, including regulatory sanctions and breaches of whistleblower protection laws. Failure to investigate these reports risks …
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Governance failures often arise from the absence of formal operating procedures, leading to role ambiguity, inconsistent decision-making, and accountability deficits. Without structured guidelines, …
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Liquidated damages in license agreements serve to predefine compensation for contractual breaches, promoting certainty and efficiency. Their enforceability hinges on reasonableness, clear estimation …
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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 …
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Board deadlock resolution clauses that effectively prevent operational impasses incorporate structured mechanisms such as mediation, arbitration, buy-sell agreements, and rotating chairpersons. These …
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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 …
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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 …
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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 …
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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 …
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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 …
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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 …
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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 …
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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 …
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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 …
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Morals clauses in talent agreements are legally enforceable provisions that protect employers’ reputations by allowing contract termination or penalties for certain misconduct. Their enforceability …
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Structuring tie-breaker mechanisms in corporate bylaws ensures resolution of decision-making deadlocks, preserving governance stability. Common approaches include granting the chairperson a casting …
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Public disclosure claims linked to reality TV editing arise from selective footage manipulation that distorts participant portrayal, potentially violating privacy and damaging reputations. Ethical …
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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 …
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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 …
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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, …
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Piracy enforcement against unlicensed IPTV services involves coordinated international legal actions targeting unauthorized content distribution. Authorities employ copyright laws to impose fines, …
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Director voting rights in deadlocked boards determine procedural authority to resolve tied votes, critically influencing corporate governance and strategic decisions. Legal frameworks and corporate …
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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 …
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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 …
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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. …
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Best practices for investigation closure memos emphasize clear, concise language to effectively communicate findings and recommendations. Structuring the memo logically with defined scope ensures …
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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 …
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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 …
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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 …
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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 …
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You appointed someone to a leadership position in your company. Now that relationship has broken down. Maybe the officer is underperforming, acting against the company’s interests, or simply refusing …
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Board disputes over unilateral CEO spending decisions typically stem from unclear spending authority and inadequate communication. While CEOs manage operational finances within defined limits, …
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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, …
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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 …
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Inconsistent application of policies exposes organizations to significant legal risks, including discrimination and retaliation claims, as well as potential breaches of contractual obligations. Uneven …
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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. …
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A. COURT FEES 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 …
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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 …
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Organizations should address board member resignations through a clear, documented process that ensures timely communication and governance continuity. Assessing current board composition identifies …
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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 …
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Medical device distributors in Minnesota must obtain a state-specific license issued by the Minnesota Board of Pharmacy. The license application requires detailed documentation demonstrating …
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Minnesota’s commercial email marketing laws require explicit opt-in consent before sending promotional emails and mandate clear, truthful sender identification including legal name and contact …
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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 …
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Operating without renewing an expired business license leads to severe legal repercussions, including suspension of activities, potential revocation, and regulatory investigations. Financial penalties …
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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 …
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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 …
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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 …
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What a Non-Solicitation Provision Actually Does A non-solicitation provision is a contract term that prevents parties from doing business with contacts they were introduced to through your company. …
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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 …
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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 …
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Overlapping governance in parent-subsidiary entities involves integrating centralized control with subsidiary autonomy to align strategic objectives while navigating distinct local regulations. Common …
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Cross-border NDA enforcement faces significant challenges due to varying legal definitions, inconsistent recognition of provisions, and procedural complexities across jurisdictions. Jurisdictional …
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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, …
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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 …
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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 …
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Settlement agreements with no admission of liability are contracts resolving disputes without acknowledging fault. They define obligations, include confidentiality, and protect reputations by …
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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 …
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Dispute resolution terms missing governing law clauses introduce considerable legal uncertainty, complicating the determination of applicable legal principles and jurisdiction. This omission often …
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Minnesota law mandates businesses to obtain informed, affirmative consent before collecting biometric data such as fingerprints or facial recognition. Collected data must be securely stored using …
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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 …
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Legal exposure from inaccurate compliance certifications arises primarily through regulatory penalties, civil litigation, and reputational damage. Inaccurate certifications can lead to enforcement …
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Confidentiality clauses in vendor RFP processes protect sensitive and proprietary information exchanged between organizations and vendors. These clauses define confidential data, establish …
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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 …
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Notice clauses in claims-made insurance policies require prompt notification of claims or circumstances potentially triggering coverage. These provisions are strictly enforced, often determining …
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Close corporations are legally required to hold annual meetings to ensure proper governance, shareholder oversight, and compliance with state statutes. Missing these meetings can result in penalties, …
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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 …
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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 …
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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 …
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Indemnification clauses in Colorado corporate bylaws protect directors, officers, and employees from liabilities linked to their official duties, provided actions are taken in good faith and without …
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A spousal consent form in a Colorado family business confirms a spouse’s agreement to transactions involving marital property, ensuring compliance with community property laws. It protects both …
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In Colorado, arbitration awards are final with limited appeal grounds, emphasizing efficient resolution. Appeals may only challenge awards due to arbitrator misconduct, evident partiality, corruption, …
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A family council offers structured communication, promotes transparency, and balances individual and collective interests within family enterprises. It fosters unity, encourages open dialogue, and …
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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 …
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A civil conspiracy claim in Colorado’s business context requires establishing an agreement between two or more parties to engage in unlawful or tortious conduct. This agreement must be supported by an …
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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 …
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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 …
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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 …
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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 …
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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 …
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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 …
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Informal decision-making circumvents formal governance protocols, creating opaque processes that diminish transparency and accountability. It often arises from unclear policies, inconsistent …
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Target’s vendor contracts reveal several concealed legal risks including restrictive limitation of liability clauses and extensive indemnification obligations that may impose disproportionate burdens. …
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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. …
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Minnesota law limits creditor recovery against LLC members through charging orders, which create liens only on the debtor’s right to receive distributions from the LLC. Creditors gain no ownership, …
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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 …
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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 …
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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 …
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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 …
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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 …
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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 …
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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 …
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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 …
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Indemnification clauses violating Minnesota statutory duties are generally unenforceable. Minnesota law prohibits indemnity for a party’s own negligence, willful misconduct, or actions contrary to …
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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 …
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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 …
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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 …
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A board observer may attend meetings without voting rights but often requires limited access to privileged legal materials to fulfill their role. However, granting such access risks waiver of …
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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, …
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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 …
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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. …
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Warranty provisions in SaaS agreements emphasize continuous service availability, uptime guarantees, and data integrity, ensuring ongoing access and prompt resolution of interruptions. In contrast, …
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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 …
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The arbitration seat defines the legal jurisdiction governing procedural rules and court oversight, establishing jurisdictional authority vital to arbitration’s legitimacy. Conversely, the venue …
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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 …
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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 …
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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 …
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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 …
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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 …
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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 …
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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 …
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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 …
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Governing law clauses selecting non-Minnesota law are generally upheld unless they conflict with Minnesota’s mandatory statutes. Statutes designed to protect public policy, such as those governing …
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Bonus disputes in private companies often stem from unclear EBITDA definitions and inconsistent calculation methods, leading to conflicting interpretations of performance and bonus eligibility. …
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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 …
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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 …
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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. …
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Revoking licenses after termination without a specific contractual clause presents legal challenges due to ambiguity and enforceability issues. Licensees may claim implied rights, complicating …
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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 …
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A board vote can be challenged in court if it breaches corporate bylaws, statutory mandates, or fiduciary duties such as loyalty and care. Procedural irregularities—like improper notice, flawed …
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Legal oversight of bonuses tied to EBITDA metrics emphasizes precise contractual definitions and consistent calculation methodologies to prevent manipulation. Regulatory frameworks mandate transparent …
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Legal terms for flash mob performances in public venues typically involve obtaining event permits, ensuring compliance with local noise and public disturbance regulations, and securing explicit …
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Detecting fraudulent EIN use involves identifying inconsistencies such as mismatched business names, multiple EINs for a single entity, or sudden ownership changes. Verification against IRS records …
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Executive phantom equity plans often implicate securities law risks including misclassification of contractual rights as securities, triggering unintentional registration under the Securities Act, and …
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Structuring Non-Disclosure Agreements (NDAs) for international deals requires careful alignment with varying legal frameworks, cultural norms, and data protection laws. Key considerations include …
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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, …
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NDA survival clauses in vendor contracts specify how long confidentiality obligations endure after contract termination, safeguarding proprietary information and competitive advantage. Durations …
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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% …
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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, …
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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 …
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Conflicts between arbitration and choice-of-law clauses occur when differing terms designate separate legal frameworks for dispute resolution and substantive interpretation. Arbitration emphasizes …
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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 …
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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 …
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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 …
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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 …
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Non-disparagement clauses in vendor contracts restrict parties from making negative statements, safeguarding reputations and promoting trust. These provisions reduce public conflicts and ensure …
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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 …
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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 …
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Relying heavily on internal financial projections carries risks including overconfidence and confirmation bias, which skew objective data assessment and inflate growth expectations. Ignoring external …
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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, …
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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 …
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Most favored customer clauses often raise significant legal issues, including antitrust concerns due to their potential to restrict competition and create price floors. Ambiguities in defining …
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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 …
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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. …
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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 …
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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 …
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Unauthorized character crossovers in franchise games occur when characters from distinct intellectual properties appear without official permission. These fan-driven integrations challenge legal …
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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, …
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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 …
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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 …
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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 …
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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 …
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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 …
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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 …
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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. …
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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 …
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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 …
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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 …
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Forecast commitment clauses in OEM agreements establish clear obligations for forecast submissions, accuracy, and adjustments, reducing supplier uncertainty and optimizing production planning. These …
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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 …
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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 …
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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 …
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Recalls in private label goods involve complex liability linked to manufacturing, design, or labeling defects. Liability allocation depends heavily on contractual agreements specifying recall …
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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 …
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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 …
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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 …
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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 …
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Data source representation clauses with warranties define the accuracy, completeness, and reliability standards of supplied data, ensuring source verification and compliance with applicable laws. …
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Insurance backstop clauses are contractual provisions that require a secondary insurer to cover liabilities when primary insurance is insufficient or exhausted. These clauses reinforce indemnity …
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Audit committee oversight failures often stem from inadequate risk assessment, insufficient financial expertise, and overreliance on management reports, leading to compromised financial transparency. …
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Successor liability holds acquiring entities responsible for a predecessor’s unpaid payroll taxes post-sale, grounded in statutory law and court rulings aimed at preventing tax evasion through …
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Signage agreements violating local zoning codes often involve unauthorized size, height, illumination, or placement. Common infractions include exceeding maximum surface area, improper setback …
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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 …
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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 …
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Approving policies via board resolution requires clear, unambiguous documentation and formal endorsement to ensure legal compliance and governance accountability. Best practices include preparing …
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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 …
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Authority thresholds define specific financial and operational limits allowing management to act independently without requiring board approval. Common limits typically empower middle managers for …
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Minnesota’s biometric data policies mandate explicit, informed consent before collecting identifiers like fingerprints or facial recognition data. Businesses must limit data use to lawful purposes, …
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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 …
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Reseller agreements for FDA-regulated medical devices must clearly define regulatory compliance, including premarket approvals and device registration. They establish roles, distribution territories, …
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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 …
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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 …
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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 …
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Conflicting governing law clauses in cross-state deals create significant uncertainty regarding which jurisdiction’s laws apply, complicating contract interpretation and enforcement. Such conflicts …
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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 …
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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 …
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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 …
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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 …
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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 …
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Improper use of NDAs in government contracting often involves overbroad or ambiguous confidentiality clauses that conceal information beyond necessary protection. This misuse suppresses whistleblower …
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Legal oversight of audience voting in reality competitions enforces standardized rules to ensure fairness, transparency, and data security. Regulations focus on preventing fraud, verifying voter …
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Conflicts between Standard Operating Procedures (SOPs) and formal legal documents commonly stem from ambiguous language, inconsistent updates, and overlapping regulations, leading to compliance gaps …
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In Minnesota, arbitration clause enforceability hinges on clarity, mutual consent, and compliance with the Minnesota Uniform Arbitration Act. Challenges commonly arise from claims of ambiguity, …
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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 …
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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 …
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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. This lien arises from contractual agreements and …
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Exclusivity clauses in industry-specific consulting restrict consultants from engaging competing clients during contract tenure, protecting proprietary information and competitive advantage. Common in …
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Legal considerations in intercompany licensing agreements encompass adherence to transfer pricing regulations to ensure arm’s length terms, clear delineation of intellectual property ownership …
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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 …
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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 …
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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 …
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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 …
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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, …
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Intercompany agreements between U.S. and foreign entities establish legally compliant frameworks addressing jurisdictional differences and tax considerations such as transfer pricing, withholding …
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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 …
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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 …
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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 …
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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 …
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Minnesota law requires written consent for board actions when unanimous approval is necessary to take corporate action without convening a formal meeting. This consent must be clearly documented, …
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Overlooked change-of-control clauses in lease agreements pose significant legal risks, including unintended lease terminations and disputes over triggered obligations. Ambiguous definitions of …
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Transition services clauses ensure smooth operational continuity immediately after contract exit by defining the scope, duration, and responsibilities of transitional support. They address knowledge …
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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 …
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Board ratification of past executive actions presents risks including legal uncertainty and compromised accountability. Retroactive approval may unintentionally endorse unauthorized decisions, …
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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 …
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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 …
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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 …
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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 …
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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 …
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Board actions without meetings are legally valid only when all directors provide unanimous written consent, complying strictly with statutory and corporate bylaw requirements. Failure to observe …
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Dual role officers hold multiple organizational positions, often causing internal conflicts of interest due to overlapping responsibilities. These conflicts typically arise from biased …
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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 …
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Best practices for drafting corporate bylaws in family businesses emphasize balancing legal frameworks with complex family dynamics. Clear role definitions, succession plans, and transparent …
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Arbitration agreements lacking valid signatures often fail to meet legal standards for enforceability, resulting in denial of arbitration proceedings. Courts view the signature as crucial proof of …
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Finder’s fee agreements breach broker-dealer rules when intermediaries perform activities beyond mere introductions, such as negotiating terms or soliciting investors, without SEC registration. Such …
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Using APIs without proper licenses exposes organizations to significant legal risks, including copyright infringement claims, breach of contract, regulatory penalties, and reputational damage. …
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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 …
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Retroactive ratification validates corporate actions initially undertaken without proper authorization by formally approving them afterward. It resolves procedural deficiencies such as unauthorized …
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Board bylaws that conflict with articles of incorporation create governance inconsistencies, as articles hold superior legal authority. Such conflicts may involve director powers, amendment …
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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 …
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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 …
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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 …
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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 …
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Disputes from conflicting governing law clauses across contracts arise when inconsistent jurisdictional provisions create ambiguity in applicable legal frameworks. Such conflicts often stem from …
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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 …
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Misuse of accredited investor status constitutes a serious securities law violation involving falsified financial information or exaggerated qualifications. Such misrepresentation undermines investor …
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Limitations of liability clauses frequently exclude data loss due to challenges in accurately quantifying damages and allocating associated risks. These exclusions typically cover indirect, …
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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 …
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Board actions taken without proper notice often face legal invalidation due to failure in meeting statutory and bylaw requirements. This procedural deficiency undermines the legitimacy and …
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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 …
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Note: The following was prepared on May 2, 2025. However, due to the regular changes in tariff law, you should not rely on the accuracy of this information. Instead, consult with your attorney for …
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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 …
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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 …
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Redrafting purchase orders following new tariff rules necessitates reevaluating cost structures, delivery timelines, and compliance requirements to mitigate financial exposure. It involves adjusting …
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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 …
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Erroneous tariff payments can typically be refunded if claimants prove misclassification or incorrect valuation under established legal frameworks. Successful refund requests require comprehensive …
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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 …
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Challenging U.S. Customs tariff classifications requires identifying factual inaccuracies or legal misapplications under the Harmonized Tariff Schedule. Importers must gather detailed product …
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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 …
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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 …
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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 …
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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 …
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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 …
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Recovering tariffs paid in error involves verifying misclassification, incorrect valuation, or improper tariff application, then formally applying for refunds with customs authorities. Eligibility …
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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 …
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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 …
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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 …
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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 …
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Change-in-law clauses are critical in safeguarding contractual relationships from unexpected regulatory changes, particularly in the context of tariff modifications. These clauses allow parties to …
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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 …
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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 …
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When suppliers blame tariffs for price increases, consumers have certain legal rights. These include protections against unfair practices, such as obtaining refunds for faulty goods. Businesses can …
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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. …
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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 …
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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 …
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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. …
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Change in law clauses are fundamental in long-term contracts, addressing potential impacts of legal shifts on obligations and liabilities. They help manage risks associated with unforeseen legal …
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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 …
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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 …
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When tariffs change mid-contract, price quotes are directly impacted, requiring reassessment of pricing structures. Fluctuating tariffs can introduce unpredictability in budgeting, necessitating …
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How to Prove Ownership of Your LLC What Banks and Legal Documents Really Look For Once your LLC is formed, one question that comes up often is: How do you prove you’re the owner? It’s not always …
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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 …
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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 …
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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 …
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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 …
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Price matching policies carry significant legal implications for retailers, including adherence to Federal Trade Commission regulations and varying state-specific laws. Compliance ensures pricing …
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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 …
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Navigating farm stand zoning compliance in Minnesota involves understanding various local regulations. Zoning classifications can dictate permissible locations and operational frameworks. Obtaining …
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Minnesota’s online tutoring business regulations include licensing requirements, tax obligations, and compliance with data privacy and consumer protection laws. Tutors must obtain state-approved …
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Minnesota RV park tenants possess specific rights defined by lease agreements and local laws. These rights include protections against unlawful eviction, regulations on rent increases, and the …
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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 …
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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 …
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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 …
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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, …
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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 …
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Minnesota’s usury laws impose strict interest rate limits on various loan types. Consumer loans are capped at 8%, while commercial loans may go up to 10%. Violations can result in significant …
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The conversion of negotiable instruments is fundamental for enhancing business liquidity and managing financial obligations. This process involves techniques such as discounting, endorsement, …
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Competition in the marketplace is crucial for fostering innovation and protecting consumer rights. Antitrust laws govern competitive practices, prohibiting monopolistic behaviors that harm market …
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Fiduciary duty in Minnesota demands individuals and entities to prioritize the best interests of clients and beneficiaries within business relationships. This obligation is grounded in legal and …
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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 …
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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 …
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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 …
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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 …
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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 …
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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 …
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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, …
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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 …
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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. …
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If you are considering forming a limited liability company in Minnesota — whether to launch a new venture, restructure an existing business, or create a holding entity — this guide walks through the …
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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 …
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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 …
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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 …
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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 …
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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 …
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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 …
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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 …
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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 …
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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 …
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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 …
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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. …
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Retail loss prevention must adhere to intricate legal limits that balance security measures with individual rights. Surveillance practices require compliance with privacy laws, ensuring customers and …
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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 …
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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 …
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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 …
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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 …
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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 …
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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 …
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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 …
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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 …
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Commercial equipment lease defaults arise when lessees fail to fulfill financial commitments, triggering significant repercussions. Late payments and equipment misuse can exacerbate these defaults, …
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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 …
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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 …
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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 …
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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 …
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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 …
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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, …
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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 …
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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 …
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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 …
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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 …
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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 …
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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, …
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Unlocking financial transparency in Minnesota homeowners’ associations (HOAs) involves adherence to the Minnesota Common Interest Ownership Act (MCIOA), which mandates detailed financial …
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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, …
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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 …
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To recover stolen property due to employee theft, organizations must first document evidence, including surveillance footage and witness statements. Reporting the incident to law enforcement ensures …
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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 …
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Misuse of company resources can significantly jeopardize operational integrity and expose businesses to legal liabilities. Business owners have various legal remedies available, including civil …
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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, …
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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 …
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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 …
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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 …
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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 …
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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. …
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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 …
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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 …
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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 …
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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 …
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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 …
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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,” …
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November 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 …
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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 …
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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 …
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Unlocking small estate affidavits in Minnesota enables the expedited transfer of assets for estates valued at $75,000 or less, bypassing the lengthy probate process. To qualify, the affiant must wait …
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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. § …
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Minnesota law has long recognized a cause of action for tortious interference with contract (“TI”). Rooted in a principle of fairness, this doctrine seeks to ensure that once two parties form a …
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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 …
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Navigating a homeowners association (HOA) lawsuit in Minnesota involves understanding your rights, the legal process, and potential outcomes. Common reasons for litigation include discriminatory …
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The most significant clauses in a partnership agreement include provisions for capital contributions, profit and loss distribution, management responsibilities, and decision-making processes. The …
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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 …
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Domestic partnerships in Minnesota establish a legal framework for committed couples, functioning as an alternative to marriage. Initially designed for same-sex couples, these partnerships are now …
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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 …
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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 …
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Chris Jensen is a prominent figure in Minnesota’s legal arena, recognized for his expertise and pioneering strategies in civil litigation. As the founder of The Jensen Litigation Firm, he has …
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To prevent wrongful termination, employees should first understand their rights and familiarize themselves with company policies. Maintaining thorough documentation of employment agreements, …
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Severance agreements in mergers and acquisitions (M&A) present various legal implications for employers. Compliance with federal, state laws, and regulations like the WARN Act is imperative. …
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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, …
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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 …
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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 …
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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 …
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Tortious interference in employment contracts involves the unlawful disruption of established contractual relationships. Key legal implications include potential financial liability for businesses, as …
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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 …
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Deeds delivered to nonexistent entities are deemed void, emphasizing the necessity for recognized legal existence in property transactions. Minnesota law prohibits the execution of deeds to entities …
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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 …
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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 …
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Transferring partnership interests requires an understanding of your legal rights and obligations. Each partnership type—general and limited—imposes different restrictions and liabilities. Partnership …
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Constructive trusts serve as essential instruments in family law, ensuring fair asset distribution and addressing unjust enrichment amidst relationship breakdowns. They arise from actions …
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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 …
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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 …
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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 …
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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 …
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Bid rigging and procurement collusion critically undermine fair competition and distort public contracting processes. These illegal activities manifest through mechanisms such as coordinated bids, …
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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. …
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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 …
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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 …
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A breach of fiduciary duty triggers legal remedies, prominently featuring constructive trusts. This equitable remedy aims to prevent unjust enrichment resulting from a fiduciary’s wrongful …
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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 …
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Digital assets, such as cryptocurrencies, intellectual property, and digital content, introduce distinct legal complexities in the context of replevin actions. Key issues include unclear ownership …
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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 …
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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. …
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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 …
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Recovering marital property through family law often involves leveraging replevin, a legal action designed for reclaiming unlawfully held assets. This process requires proof of rightful ownership and …
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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 …
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In Wisconsin, DNR (Do Not Resuscitate) orders are legally binding documents that express a patient’s preferences regarding resuscitation efforts in medical emergencies. These orders prioritize …
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Guarantors have specific rights and obligations in the event of loan default. Primarily, they must be informed of the borrower’s default and can request that lenders pursue the borrower prior to …
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Unionized employees must navigate specific legal issues related to severance, primarily dictated by collective bargaining agreements (CBAs). These agreements often outline severance pay terms, …
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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 …
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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 …
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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 …
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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 …
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Rehiring employees with severance agreements involves careful scrutiny of the legal conditions stipulated in those agreements. Key considerations include potential restrictions on reemployment and the …
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Debt-for-equity swaps offer corporations a viable means to restructure significant debt, but navigating the legal landscape requires careful consideration. Key legal strategies include reviewing loan …
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Tenants have a legal right to safe, sanitary living conditions. When a landlord fails to maintain a rental property, tenants can report the defects, withhold rent, arrange their own repairs, or pursue …
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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 …
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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, …
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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 …
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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 …
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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 …
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Ethical business planning is essential for minimizing legal and reputational risks. It encompasses integrating ethical practices with corporate governance and compliance frameworks. Organizations must …
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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 …
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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 …
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Laches serves as an essential legal principle in family law, hindering claims that experience unreasonable delays. This doctrine emphasizes the necessity for timely action, especially in high-stakes …
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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, …
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Employers must adhere to specific legal obligations regarding COBRA benefits when formulating severance agreements. COBRA allows employees to maintain health insurance coverage following qualifying …
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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 …
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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 …
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Minnesota contract law emphasizes several key principles for assessing breach damages. Central to this is the implied covenant of good faith and fair dealing, which obligates parties to avoid …
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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 …
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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, …
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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 …
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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, …
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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 …
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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 …
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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 …
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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 …
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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 …
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To prove a breach of fiduciary duty, one must establish seven key elements: the existence of a fiduciary relationship, a clear breach of duty, causation linking the breach to harm, and the resulting …
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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 …
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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 …
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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 …
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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 …
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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, …
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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 …
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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, …
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Navigating stepparent rights in Minnesota requires careful understanding of legal frameworks surrounding custody, visitation, and adoption. Stepparents do not automatically gain rights through …
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In Minnesota, court judgments are subject to statutory interest rates, specifically a fixed rate of ten percent for debts exceeding $50,000. This framework aims to promote timely payment and deter …
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Using cease and desist letters is a powerful strategy for tackling debt collection disputes. Firstly, document harassment patterns, including excessive communication and threats. In your letter, …
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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 …
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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, …
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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 …
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Calculating damages in breach of contract cases requires a systematic approach. First, understand the breach type and its implications. Identify applicable damages, including compensatory, …
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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 …
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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 …
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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 …
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Lis pendens serves as a crucial legal notice in real property disputes, indicating that litigation is pending concerning a property. It provides constructive notice to potential buyers and financiers, …
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Creditors can indeed seize a debtor’s domain name to fulfill monetary judgments, recognizing it as an intangible asset. This action is governed by various federal and state laws, including …
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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 …
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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 …
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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 …
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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 …
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In business law, the concept of limited liability serves as a cornerstone for business owners seeking to protect their personal assets from corporate debts. However, the case of Victoria Elevator Co. …
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Minnesota’s legal standards for emotional distress claims require a clear link between severe emotional suffering and the defendant’s actions. Claimants must provide compelling evidence …
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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 …
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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 …
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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 …
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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 …
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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 …
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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 …
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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 …
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Altering promissory notes can have serious legal ramifications. Unauthorized changes may result in material alterations that can discharge the maker’s obligations under the Uniform Commercial …
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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 …
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Winning against frivolous claims in Minnesota demands a strategic approach rooted in legal rigor. It is crucial to understand the criteria outlined in Rule 11, which explicitly prohibits claims …
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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 …
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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 …
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Employee & Contractor Non-Solicitation Agreements Banned As of July 1, 2024, Minnesota employers face a significant change in how they engage with clients and protect their workforce. The newly …
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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 …
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Collecting a judgment can be a complex process, whether you’re a business owner seeking to recover debts or an attorney assisting clients in enforcement actions. In Minnesota, specific procedures and …
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Financial mismanagement can reveal crucial warning signs of embezzlement. Key indicators include unexplained financial discrepancies, lack of proper documentation, and irregular transaction patterns. …
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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 …
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Inaccurate or incomplete corporate meeting records can have severe legal implications, including shareholder lawsuits, regulatory investigations, and criminal liability for corporate officers. Failure …
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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, …
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In the media and entertainment industries, intellectual property rights form the cornerstone of creative expression, innovation, and artistic integrity. These rights provide legal protection for …
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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. …
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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 …
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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 …
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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 …
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Influencer marketing relies heavily on intellectual property (IP) protection, which safeguards creative works, proprietary information, and brand assets from unauthorized use, infringement, and …
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Directors who engage in misconduct in corporate governance may face severe legal consequences, including civil liability, criminal charges, and regulatory enforcement actions. Monetary penalties, …
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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 …
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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 …
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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, …
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Updating corporate minutes documentation requires a methodical approach to maintain accuracy, completeness, and compliance. Designate a trained minutes custodian to maintain records, identify …
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Accurate and thorough documentation of board decisions and actions is vital for guaranteeing transparency, accountability, and compliance with regulatory requirements. A detailed documentation policy …
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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 …
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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 …
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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 …
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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 …
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Cloud computing’s decentralized architecture and virtual infrastructure raise complex intellectual property (IP) concerns, necessitating a reevaluation of traditional IP concepts, such as …
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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 …
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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 …
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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 …
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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 …
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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 …
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Indemnification clauses in corporate bylaws are vital for protecting directors and officers from personal liability arising from their duties to the corporation. These clauses must align with the …
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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 …
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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 …
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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 …
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Establishing clear and effective confidentiality provisions in a shareholder agreement is vital for safeguarding a company’s sensitive information, intellectual property, and business interests. …
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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 …
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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 …
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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 …
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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, …
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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 …
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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 …
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Severance agreements vary substantially across different job levels, with senior executive packages often including lucrative benefits and protections, while managerial positions and non-management …
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Union employees, as part of collective bargaining agreements, possess specific rights and protections that greatly influence the negotiation and implementation of severance agreements. These …
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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 …
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The key differences between cooperatives and corporations lie in their ownership and membership structures, liability and asset protection, taxation and financial reporting, governance and …
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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 …
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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 …
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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 …
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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 …
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During corporate spin-offs, effectively managing severance agreements is pivotal to facilitate a seamless handover, maintain employer brand reputation, and minimize potential litigation risks. …
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In the entertainment industry, noncompete agreements protect business interests, trade secrets, and intellectual property. These agreements restrict talent poaching, competitive business ventures, and …
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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 …
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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 …
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Employee handbooks typically include vital clauses that outline expectations, rights, and responsibilities for both employers and employees. Common clauses found in employee handbooks include …
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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 …
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Non-compete agreements have become a ubiquitous feature in the education industry, protecting trade secrets, customer relationships, and confidential information in teacher recruitment contracts, …
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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 …
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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 …
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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 …
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Tenant rights to quiet enjoyment are a fundamental aspect of landlord-tenant law, guaranteeing tenants can peacefully possess and use their rented premises without unreasonable interference or …
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Illegal lease clauses can have severe consequences for tenants, including financial burdens, eviction, or homelessness. To protect their rights, tenants must identify and challenge these unlawful …
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Fraudulent activities during the lease agreement process can have severe legal consequences. Civil liability may result in damages, attorney’s fees, and other countermeasures. Criminal charges …
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Handling unauthorized occupant issues legally requires a multifaceted approach that involves identifying and documenting unauthorized occupants, reviewing and enforcing lease agreements, conducting …
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Landlords who fail to maintain a safe and habitable environment for their tenants can face severe legal consequences, including civil liability, criminal charges, and financial penalties. Civil …
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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 …
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Unlawful evictions can result in severe legal consequences for landlords, including civil liability for damages, criminal charges and fines, and damage to their professional reputation. Tenants may …
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Illegal lease provisions can have severe consequences for tenants, including financial strain, eviction, and violation of their rights. It’s vital to understand that tenants have the right to …
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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, …
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Landlords who include unlawful provisions in their lease agreements can face severe legal consequences, including voiding of the provision, damages, criminal liability, and reputational damage. …
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Landlords have a legal obligation to provide tenants with a safe and habitable living environment. Tenants should familiarize themselves with their rent agreement and conduct regular inspections to …
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Tenants have the legal right to privacy and quiet enjoyment of their leased space, with access rights and notification requirements governed by lease agreements, local statutes, and court decisions. …
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Landlords who issue unlawful eviction notices can face severe legal consequences, including civil liability for damages and compensation to tenants for tangible and intangible losses. They may also …
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Unauthorized subletting of a rental property can lead to severe legal consequences, including eviction and lease termination. Landlords may initiate eviction proceedings and terminate the lease …
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Illegally crafted lease clauses can lead to severe financial and emotional consequences for tenants. To combat this, it is vital to employ effective legal solutions. Tenants must carefully review …
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Landlords who retaliate against tenants for exercising their legal rights can be held liable for damages and other legal consequences. Retaliation can take many forms, including eviction, rent …
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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 …
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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 …
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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 …
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Landlords facing unauthorized subletting can pursue legal solutions to protect their property and interests. Eviction, termination of the master lease, and seeking compensation for damages are …
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Landlords who issue unlawful eviction notices can face severe legal consequences, including civil lawsuits, financial damages, and even criminal liability, which can have long-term implications for …
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Unauthorized subletting can have severe legal consequences for tenants, including eviction and possession proceedings, civil liability, and criminal charges. Landlords can initiate court proceedings …
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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 …
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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 …
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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 …
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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, …
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Conducting employee surveys requires a meticulous approach to maintain legal compliance and confidentiality. Informed consent is necessary, providing employees with clear information about survey …
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Implementing an effective employee recognition program requires careful consideration of legal implications to guarantee fairness, equity, and a positive impact on employee engagement and …
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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 …
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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 …
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In the context of 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 …
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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, …
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Entertainment contracts are the backbone of successful projects, outlining terms and conditions between parties involved. A well-structured contract provides clarity, minimizes disputes, and …
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A counterparts clause is a critical contractual provision that establishes the authenticity and validity of duplicate original documents, preventing disputes and misinterpretations by verifying …
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A patent assignment agreement, a legally binding contract transferring patent ownership, requires notarization to validate the assignor’s and assignee’s signatures. Notarization …
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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 …
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In the hospitality industry, noncompete agreements are used to protect business interests, trade secrets, and confidential information from being exploited by former employees. These contracts …
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Dealing with Employee Legal Disputes in Your Business Starting and growing a company inevitably involves hiring employees. However, disputes with current or former employees can arise, often …
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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 …
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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 …
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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 …
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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 …
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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 …
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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 …
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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 …
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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 …
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Summary: Key Takeaways The Minnesota Statute of Frauds prohibits the enforcement of oral contracts, except for certain exceptions. The Minnesota Statute of Frauds applies to contracts exceeding one …
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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 …
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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 …
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Defending Your Image: Battling Anonymous Defamation In today’s interconnected world, where information spreads rapidly through various online platforms, defamation has become an unfortunate …
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Exploring the Legality of Monetizing Google Images on Social Media: What You Need to Know The internet is home to a vast collection of images, and Google Images is a popular platform for finding …
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Your First Call Should Not Be to the Police When I discovered an employee had misappropriated $40,000 of client money, my first call was to a CPA—not the police. I needed someone to review all …
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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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Can One Business Partner Lock the Other Out of a Bank Account? Running a business often involves partnerships where multiple individuals come together to manage operations and finances. In such …
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Who Holds the Rights? Ownership of a New Business Idea Developed Using Company Resources In today’s fast-paced and competitive business world, innovation and creativity are highly valued assets. …
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Code Ownership: Employee Use in Company Software In today’s rapidly evolving technological landscape, issues surrounding code ownership have become increasingly relevant. One such situation arises …
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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 …
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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 …
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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 …
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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, …
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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, …
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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 …
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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 …
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Does a No-Win No Lawyer Fee Make Sense? Understanding How It Works Legal proceedings can be a daunting prospect, especially when you consider the potential financial burden of hiring a lawyer. In …
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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 …
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Tax Obligations for LLC Owners: Understanding Your Tax Schedule If you own a Limited Liability Company (LLC), understanding your tax obligations is essential. As a business owner, you’ll need to …
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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. However, individuals and …
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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 …
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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 …
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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 …
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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 …
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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 …
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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 …
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Understanding Variable Compensation among LLC Owners Limited Liability Companies (LLCs) are a popular business structure due to their flexibility and advantageous liability protection. One common …
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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, …
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Understanding Fiduciary Duties In the realm of finance, business, and law, fiduciary duties play a critical role in safeguarding the interests of individuals, organizations, and stakeholders. …
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Sued Without Knowing Have you ever wondered what would happen if you were sued but had no knowledge of it? Surprisingly, this can occur due to various circumstances. If the individual suing you …
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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 …
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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 …
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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 …
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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 …
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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 …
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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 …
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Harnessing the Power of Shareholder Meetings for Single Business Owners As a single business owner, you may not have multiple shareholders to hold formal meetings with, but that doesn’t mean you …
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What Does FENE Stand For? 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 …
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In the realm of 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. …
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Do You Need a Registered Agent? Understanding the Role and Benefits When starting a business or forming an entity, there are numerous legal requirements that need to be fulfilled. One such requirement …
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Service Businesses and Taxes Should service businesses charge sales tax for labor? Traditionally, sales tax only applied to the sale of goods, not services. However, many state legislatures have been …
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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 …
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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 …
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Starting a Sole Proprietorship Starting your own business can be an exciting venture, and one of the simplest and most popular business structures is a sole proprietorship. As a sole proprietor, …
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Bankruptcy Protections Bankruptcy can be a challenging and overwhelming process for any business owner. However, there are specific bankruptcy protections designed to assist entrepreneurs during …
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Google Maps Fake Listings & Reviews Lawsuit: 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 …
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The Types of Taxes Taxes provide the necessary funds for governments to provide public services, infrastructure, and various social programs. However, navigating the intricate world of taxes can be …
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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 …
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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 …
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In the realm of creative works and intellectual property, copyright laws serve as a vital tool for protecting original expressions of ideas. However, the question often arises: Can you copyright a …
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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 …
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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 …
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Few things are as heart-wrenching for music fans as the breakup of their favorite band. The end of a musical era can be a bitter pill to swallow, but the breakup of a band often brings about another …
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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 …
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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 …
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When starting a small business, selecting the right business structure is crucial for its long-term success. The business structure you choose will impact various aspects, including taxation, …
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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 …
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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 …
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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. However, this freedom of …
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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 …
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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, …
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When investing in rental property, one important consideration is the legal structure under which you hold and manage your assets. Many real estate investors wonder if forming a Limited Liability …
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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. …
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When it comes to financing their business ventures, entrepreneurs often explore various avenues, including seeking bank loans. However, for individuals operating as a DBA (Doing Business As) or sole …
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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 …
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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 …
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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 …
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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 …
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The Power of Real Estate Trusts Real estate investments have long been considered a valuable and lucrative asset class. However, along with the potential for financial gains, real estate investments …
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In the business world, standing out from the competition is crucial for success. Differentiating your brand and creating a unique identity is essential to attract customers and establish a strong …
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In the realm of artificial intelligence (AI), advancements have revolutionized numerous industries, including the creative sector. AI-powered algorithms can now generate captivating and visually …
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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 …
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The Court of Equity, a separate branch of the judicial system, plays a crucial role in delivering justice when strict legal principles fall short. This specialized court offers a range of equitable …
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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 …
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If you’re a small business owner, you know the importance of protecting your company from liability. One common way to do this is by forming a limited liability company (LLC). However, what happens …
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When it comes to seeking legal representation, the costs involved can be a significant concern for many individuals. Fortunately, there is an alternative fee arrangement called a contingency fee …
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Limited Liability Companies (LLCs) have gained popularity as a preferred business structure due to their flexibility and liability protection. However, it’s essential to consider all aspects before …
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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 …
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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 …
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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 …
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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, …
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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. A tort is a …
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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 …
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When it comes to protecting sensitive information, Non-Disclosure Agreements (NDAs) and Confidentiality Agreements are often used interchangeably. However, while they serve a similar purpose, there …
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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 …
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Lawsuits have become a common occurrence in our society, with individuals and businesses resorting to legal action to resolve conflicts and seek justice. However, one of the significant concerns …
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When it comes to safeguarding your business, there are various legal tools available to protect your interests. Two essential tools that every business owner should be familiar with are …
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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 …
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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 …
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Service of process is a vital legal procedure that ensures parties involved in a lawsuit are officially notified of the legal actions against them. However, individuals may be tempted to evade or …
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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 …
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Noncompete and non-solicitation agreements are two types of legal contracts that employers often use to protect their businesses from competition and retain their valuable employees. However, these …
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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 …
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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 …
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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 …
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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. …
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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 …
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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 …
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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 …
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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 …
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In today’s dynamic business landscape, entrepreneurs often find themselves managing multiple business ventures simultaneously. To streamline operations and maximize efficiency, some choose to …
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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 …
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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 …
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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 …
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Franchising has become an increasingly popular way for entrepreneurs to expand their businesses. By franchising your business, you can grant others the rights to use your brand name, business model, …
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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 …
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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 …
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Once you win a lawsuit, you need to collect on it. Winning a lawsuit gives you a judgment. But the party to lost the lawsuit (loser) may not willingly pay. So you want to force the loser to pay so you …
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Renting a property can be an excellent source of income for landlords, and a convenient option for tenants who don’t want the long-term commitment of owning a property. However, both parties can fall …
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When it comes to appearing in court, the way you speak can have a huge impact on the outcome of your case. Using the wrong words or phrases can make you appear less credible or even disrespectful to …
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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 …
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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 …
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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. …
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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 …
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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 …
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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 …
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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 …
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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 …
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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 …
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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 …
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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 …
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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 …
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Limited liability companies (LLCs) and S corporations (S corps) are both popular types of business entities that offer liability protection and tax benefits. However, depending on your business needs …
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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. However, there are several factors to consider before making this change, …
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Nonprofits are organizations that exist for a charitable or social cause, rather than for the purpose of making a profit. However, some nonprofits may find themselves in a position where starting …
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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 …
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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. …
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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 …
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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? …
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App developers face legal requirements across intellectual property, data privacy, consumer protection, contracts, and app store compliance. Understanding these areas early–before …
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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 …
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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 …
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This article answers common questions asked by people about employee handbooks & HR policies. What is an employee handbook? An employee handbook is a document that outlines the policies, …
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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 …
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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 …
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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 …
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This article answers common questions asked by people about shareholder derivative lawsuits. What is a shareholder derivative lawsuit? A shareholder derivative lawsuit is a legal action brought by a …
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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 …
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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. …
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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 …
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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 …
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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 …
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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 …
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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 …
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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 …
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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 …
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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 …
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This post is part of a series of posts entitled First Considerations for the Financially Distressed Business. For a comprehensive list of articles contained in this series, click here. A. Lacks Sense …
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This post is part of a series of posts entitled A Legal Guide To The Use Of Social Media In The Workplace. For a comprehensive list of articles contained in this series, click here. In addition to …
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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) …
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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 …
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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 …
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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? …
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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 …
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Shareholder rights in Minnesota play an important role in protecting investor interests and promoting corporate accountability. Minnesota law grants shareholders significant rights, including access …
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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 …
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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 …
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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? …
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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 …
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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 …
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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 …
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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 …
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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 …
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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 …
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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 …
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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 …
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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 …
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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 …
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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 …
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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 …
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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 …
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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 …
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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 …
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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 …
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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 …
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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 …
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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 …
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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 …
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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 …
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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 …
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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 …
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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 Transcript …
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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? …
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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 Transcript …
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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 …
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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 …
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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 …
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Introduction 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 …
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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 Transcript Is the …
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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? …
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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 …
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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 …
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In this video, you get answers to these questions: What do you do when you have to wait for a large sum of money? What is a promissory note and confession of judgment? How do you agree to extend …
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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 …
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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 …
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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 …
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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 …
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Guidance for Employers on Minnesota’s New Wage Theft Law The Minnesota Legislature passed and the governor has signed a new Minnesota Wage Theft Law. The new law amends existing state labor laws and …
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The Internet and Public Policy: Privacy and Consumer Protection 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 …
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Setting up a Special Litigation Committee (“SLC”) is a great way to deal with a conflict of interest in a company. A Special Litigation Committee allows the company to keep control of legal claims …
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Overview This story illustrates how two entrepreneurs can accidentally find themselves in a partnership. A partnership doesn’t need to be registered with the state. A partnership can begin whenever …
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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 …
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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 …
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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 …
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What is a private attorney general statute? 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 …
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If you’re running EOS® (the Entrepreneur’s Operating System) in your business, you have experienced firsthand how beneficial it can be to your company’s growth. Like all learning tools and systems, to …
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As a business attorney in Minneapolis, I regularly meet clients at locations throughout the Twin Cities. Over the years, I’ve compiled this directory of free and affordable meeting spaces for …
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Are Online “Click to Accept” Agreements Valid? 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 …
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Introduction 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 …
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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 …
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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 …
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What is Quantum Meruit? 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 …
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What is Quantum Valebant? 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 …
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Introduction 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 …
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An uncovered asset is simply property or something else of value that has been revealed to exist. Uncovered means found or discovered. Assets are generally anything of value including money personal …
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Business owners who bought into a franchise often wonder, “Can I sell my business?” In short, yes, you can. The Minnesota Franchise Act specifically entitles you to sell your business. This cannot be …
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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 …
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Minnesota Estate Planning Case: In re Guardianship and Conservatorship of Adeline V. Dorosh, A16-0113 (Minn.Ct.App. January 9, 2017) Case Summary: Failure To Object To Inventory May Result In Waiver …
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Minnesota Estate Planning Case: In re: Guardianship of Layr Komara, minor; filed April 10, 2017; A16-1022. Case Summary: Guardianship Denied When Respondent Turned 18 Before Order was Issued In re: …
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Minnesota Estate Planning Case: In re Petition for Disciplinary Action Against Scott Alan Becker, 881 N.W.2d 815 (Minn. 2016). A15-1877 filed July 20, 2016 Case Summary: Unreasonable Agreement for …
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The U.S. Department of Homeland Security (DHS) extended the REAL ID enforcement deadline from May 3, 2023, to May 7, 2025. _Source: https://dps.mn.gov/divisions/dvs/real-id/Pages/default.aspx_ REAL …
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Nursing Facility Reimbursement and Regulation This information brief explains how nursing facilities in Minnesota are reimbursed. It includes information on nursing facility regulation, MA …
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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. …
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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 …
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MinnesotaCare MinnesotaCare is administered by the Minnesota Department of Human Services under federal guidance as a Basic Health Program that provides subsidized health coverage to eligible …
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Medical Assistance Medical Assistance (MA) is a jointly funded, federal-state program that pays for health care services provided to low-income individuals. It is also called Medicaid. This …
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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 …
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This information brief summarizes Medical Assistance eligibility for persons who are elderly (age 65 and over) and describes home care, elderly waiver, nursing facility, and other Medical Assistance …
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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. …
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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 …
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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 …
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What is a grunt fund? 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 …
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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 …
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Default Judgment Motion in Minnesota – Template Form Package A motion for default judgment asks the court to enter judgment against a defendant who has not responded to a complaint within the time …
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Provisions Banning Negative Reviews are Void In 2016, the United States established a federal law voiding provisions in contracts that prohibit customers from writing online reviews. Officially named …
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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 …
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Minnesota Small Business Successes 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 …
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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 …
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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 …
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When was it enacted? Who are Capper and Volstead? The act was enacted in 1922. It was sponsored by Senator Arthur Capper and Representative Andrew Volstead. Senator Capper was a former two-term …
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Questions 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 …
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Is a Company Leader Using Company Funds Like a Personal Piggy Bank? Is your business partner, your CEO, or another company leader using company funds for personal purposes? I have seen this many …
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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 …
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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. Furthermore, it delves into …
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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 …
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In this video, 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: …
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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 …
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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 …
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Minnesota attorney Aaron Hall speaks with Rai M. Kharal of Prudent Accountants, a “strong team of individuals with extensive education and training as Certified Public Accountants, MBAs and IRS …
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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, …
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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 …
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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 …
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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 …
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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 …
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BACKGROUND 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 …
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Overview of Defamation Law in Minnesota The purpose of defamation laws is to protect people from false statements that may harm others. Defamation is not defined by a Minnesota Statute. However, …
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Are you the victim of someone else posting videos or photos of you online without your consent? Was your privacy violated? The following article provides general information for victims of …
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FINRA’s BrokerCheck report reveals that Lance Ziesemer is not registered with FINRA as of the date of this writing. The reason for Ziesemer’s lack of registration is currently unknown. The BrokerCheck …
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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 …
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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 …
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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 …
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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 …
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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 …
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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 …
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Below are examples business owners can use as templates for meeting minutes and written actions in an LLC or corporation. Business laws in the United States require a business owner to follow certain …
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Below is an example of meeting minutes for an annual meeting of a board of directors in a privately held corporation, including an S corp. Business owners and business attorneys can use this example …
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What are Shareholder Meeting Minutes? 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 …
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Below is an example of a Written Action of LLC members (owners) that can be used instead of the members meeting together. Instead of meeting, a quorum of LLC members can sign a Written Action, which …
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Below is an example of a Written Action of an Organizer of an LLC. An organizer is the person who files the LLC paperwork with the government, initially forming the company. The organizer may be the …
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Outline for Meeting with Your Direct Reports The following is a sample template to use your direct reports (those who report to you). This template is designed to serve as a meeting agenda for …
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MNvest is the name of a new Minnesota state law allowing crowdfunding for small companies in Minnesota. MNvest allows companies to raise capital online from unaccredited investors. MNvest is overseen …
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Mexico is currently the second largest medical device market in Latin America, the top importer of medical devices in Latin America, and one of the fastest growing markets worldwide. In Mexico, …
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In Minnesota, a telecommunications carrier is “a person, firm, association, or corporation authorized to furnish” an interchange telephone service and/or a local telephone service. Minn. Stat. § …
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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 …
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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 …
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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 …
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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 …
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This is a guest article from Professor** Daniel Kleinberger. Prof. Kleinberger **_is the director of the Mitchell Fellows Program at the William Mitchell College of Law. He was the reporter for the …
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This is a guest article from Professor** Daniel Kleinberger. Prof. Kleinberger **_is the director of the Mitchell Fellows Program at the William Mitchell College of Law. He was the reporter for the …
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This is a guest article from Professor** Daniel Kleinberger. Prof. Kleinberger **_is the director of the Mitchell Fellows Program at the William Mitchell College of Law. He was the reporter for the …
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This is a guest article from Professor** Daniel Kleinberger. Prof. Kleinberger **_is the director of the Mitchell Fellows Program at the William Mitchell College of Law. He was the reporter for the …
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Honoring Corporate Formalities Langford Tool & Drill vs. The 401 Group, LLC, et al. No. A14-0507 (Minn. Ct. App. 2015) In Langford Tool & Drill vs. The 401 Group, LLC, an unpublished decision, …
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This is a guest article from Professor** Daniel Kleinberger. Prof. Kleinberger **_is the director of the Mitchell Fellows Program at the William Mitchell College of Law. He was the reporter for the …
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Introduction: Why (Already) a New Limited Partnership Act? The “shelf life” on uniform entity acts seems to be decreasing.1 The original Uniform Partnership Act (UPA) lasted eight decades, and the …
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This is a guest article from Professor Daniel Kleinberger. Prof. Kleinberger is the director of the Mitchell Fellows Program at the William Mitchell College of Law. He was the reporter for the MSBA …
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Minnesota’s Limited Liability Company Act (“MLLCA”) requires that governors and directors of Minnesota limited liability companies owe fiduciary duties to the company itself. The two main duties are …
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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 …
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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 …
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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 …
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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 residential construction project through …
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If one were to peruse a number of contracts, he or she should not be surprised to find that a majority of the contracts would have what is called a “liquidated damages clause.” They usually look …
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Is it Really a Licensing Agreement, or Did You Create a Franchise? Starting a franchise is expensive and is highly regulated not only by Minnesota Statutes, but also by the Federal Trade Commission. …
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A person’s home is his or her castle. It should be a place of calm, comfort, and sanctuary. However, unless you live out in the country on lots of land, you will be in close proximity to other …
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Minnesota’s Anti-SLAPP Law: A Powerful Tool to Combat against Unfounded Defamation Lawsuits Lawmakers have recognized that defamation lawsuits (e.g. claims libel or slander) are sometimes used as …
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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 …
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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 …
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Minnesota Court of Appeals: Reilly v. Antonello, 852 N.W.2d 694 (2014) Application of MUFTA Between Spouses This published court of appeals case that was decided in August 2014 dealt with alleged …
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Minnesota Court of Appeals: Reilly v. Antonello, 852 N.W.2d 694 (2014) This published court of appeals case that was decided in August 2014 dealt with alleged fraudulent sale of shares in violation of …
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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 …
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Minnesota Court of Appeals Nygaard v. Nygaard No. A13-0276, 2014 WL 349647 (Unpublished) Although the Nygaard v. Nygaard case is an unpublished one, it presents an interesting issue of usurping …
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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 …
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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 …
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Minnesota Court of Appeals Published Decision: Unclean Hands Not Complete Bar to Receiving Equitable Relief On February 17, 2015, the Court of Appeals held in a published decision that “[a] district …
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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 …
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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 …
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A coalition of business people and politicians are leading a grass-roots effort to allow equity crowdfunding under Minnesota law. The initiative, known as MNvest, seeks a “MNvest Registration …
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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 …
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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 …
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The Significance of Triple Five v. Simon for Partnership Law in Minnesota The saga of the Triple Five decisions has great significance for partnership law in Minnesota. The case greatly expanded the …
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How Do Courts Interpret Fiduciary Duty Limitations and Waivers? Courts take divergent approaches when interpreting partnership agreements that limit or waive fiduciary duties. Some enforce waivers …
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The Triple Five v. Simon Case Facts Developing the Mall of America The story of the Triple Five decisions begins with an idea to build the largest shopping mall in the United States—the Mall of …
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Statutory Limitations on Partners’ Fiduciary Duties Introduction States have adopted, with some modifications, a number of model laws applicable to partnerships. The Uniform Partnership Act of 1914 …
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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 …
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Minnesota Supreme Court Upholds Half-Billion Arbitration Award Seagate Technology LLC and Western Digital, along with a former Seagate employee, Sining Mao, were involved in a long legal battle …
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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. The …
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Minnesota law recognizes four different privacy torts including appropriation, intrusion, public disclosure of private facts, and false light. Liability under public disclosure of private facts occurs …
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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 …
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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 …
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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 …
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Three Elements of Operating a Franchise in Minnesota 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 …
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Minnesota’s Usury Law, codified in Minnesota Statutes Chapter 334, sets limits on the amount of interest that can be charged on any particular type of debt. Chapter 334 also prohibits collection …
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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 …
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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. However, there are …
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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 …
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In March 2014, the Minnesota Supreme Court finally recognized the tort of tortious interference with prospective economic advantage as a viable claim in Minnesota in Gieseke v. IDCA, Inc., 844 N.W.2d …
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Limited Liability Partnership 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 …
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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 …
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A board of directors of a corporation is the governing body of the corporation that helps facilitate the high-level direction and advances corporate objectives. In addition to those responsibilities, …
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2017 Update: Minnesota’s Anti-SLAPP Statute Ruled Unconstitutional The Minnesota Supreme Court held that Minnesota’s Anti-SLAPP Statute was unconstitutional as applied to claims at law alleging torts. …
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Minnesota Deceptive Trade Practices Act Minnesota’s Deceptive Trade Practices Act (“DTP”) creates a private right of action for a person who is injured by a deceptive trade practice. Deceptive Trade …
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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 …
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Under Minnesota law, medical cannabis is defined as cannabis provided to a registered patient taken as a liquid, pill, or by vaporizing. Minn. Stat. § 152.22, subd. (6). The following information was …
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Copyright is a form of intellectual property that grants the creator of an idea or work of art exclusive rights to the material. In order to copyright material it must be an original work and must be …
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The trademark registration process is not a very difficult process; however, it can be a long process. The typical process usually takes about 10 months, and if there are any errors or mistakes in the …
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Is a Claim for the Breach of a Contractual Representation of Future Legal Reliance Actionable? Recently in a certified question, the Minnesota Supreme Court found that under Minnesota Law a claim for …
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Remedies for Violations of Minnesota Franchise Act Under the Minnesota Franchise Act (MFA) there is a private right of action for franchisees, and anyone who violates the MFA is liable to the …
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The Truth in Lending Act (TILA) was originally passed in 1968 and focuses on the uniform disclosure of credit terms to facilitate consumers shopping for the best credit terms available to them. …
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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 …
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Capitalization for Corporations: Shares & Preferred Stock Essentially, Minnesota corporations have two options to raise capital. The corporation can issue shares of the corporation stock or it can …
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Update: The article below was written under Minnesota Statutes chapter 322B, which was replaced in 2015 by Minnesota Statutes chapter 322C. For a more current article, see Member-Managed vs. …
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Civil Theft 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, …
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What Is a Casualty Loss and How Do Businesses Deduct One? 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 …
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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 …
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Protecting your Business’ Reasonable Expectation of Prospective Business Relationships and Economic Advantage The Common Law Claim – Wrongful Interference with Business Relationships Until March 2014, …
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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 …
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Damages may be recovered in an action for trespass even though those damages may be nominal_. Sime v. Jensen_, 7 N.W. 2d 325, 328 (Minn. 1942). General Compensatory Damages In a trespass claim, …
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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 public disclosure. …
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Fiduciary duties arise out of the relationship of special confidence between parties. Per the Minnesota Court of Appeals, a fiduciary duty is “the highest standard of duty implied by law” and includes …
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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 …
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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, false pretense, false promise, …
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Misrepresentation is a term used in contract law that refers to false statements made by a party when attempting to enter or get out of a contract or business agreement with another party. There are …
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“Piercing the corporate veil” is a legal doctrine that allows owners of a company to be liable for acts of the company. “Piercing the corporate veil” is widely accepted legal concept in Minnesota. …
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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 …
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Usually, false advertising claims are brought under the Lanham Act, which is federal legislation located at 11 USD § and Minnesota’s Deceptive Trade Practices Act (“DTPA”). Below is an explanation of …
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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 …
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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 …
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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 …
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Governor Dayton signed the Responsible Contractor bill into law. Although the notion of a “responsible contractor” has been around for a long time it has never been clearly defined. In this new law, …
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Problem: You need to prove to a bank (or another) that you own your business Imagine you walk into a bank to open a new checking account for your business. The banker says you must provide proof that …
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By altering company deposit slips, an employee was able to embezzle $244,000. She prepared two deposit slips: one put funds into the company’s account and the other put funds into her own bank …
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A strong brand is important, but it is often no replacement for relationships. Rick Tate, a thought-leader on business topics, explains: Merely satisfying customers will not be enough to earn their …
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Employers Ability to Recoup Payments Due to Employees’ Post-Severance Wrongdoing It is common in Minnesota for employers to offer severance compensation to employees. These types of agreements vary …
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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 …
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What is the Program? Legislation passed in 2001—the Sustainable Forest Incentive Act (SFIA)—allows annual payments to be made to enrolled owners of forested land as an incentive to practice long-term …
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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, …
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What is a Special Agricultural Homestead? 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 …
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Background 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 …
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Special Homestead Classification: Class 1b Special Homestead Classification: Class 1b provides a reduced class rate for qualifying blind/disabled property owners. What is Class 1b? Class 1b provides a …
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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 …
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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 …
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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 …
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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. There …
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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 …
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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 …
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What Is Unfair Competition Under Minnesota Law? Unfair competition is a broad category of business torts, not a single cause of action with specific elements. Minnesota courts recognize it as a …
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Background and Origin 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 …
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2014 Update on Karon Waivers and Spousal Maintenance When divorcing spouses enter into a spousal maintenance agreement, they often include a “Karon waver.” However, many Karon waivers do not include …
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I was recently asked this question: Is posting a private email on social media or an online website illegal? Is it illegal to forward it to a group of people? A person emailed her elected official. …
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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 …
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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 …
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On February 24, 2014, the Financial Industry Regulatory Authority (FINRA) announced a $775,000 fine against Berthel Fisher for “supervisory failures related to sales of Non-Traded REITs and Leveraged …
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What’s New in 2013 Certain digital products are taxable Starting July 1, 2013, certain digital products are subject to Minnesota sales and use tax. Some exemptions apply; see below for more …
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Minnesota Revised Uniform Limited Liability Company Act Nearly 200,000 LLCs formed in Minnesota since 1993 will be affected by the new Minnesota Revised Uniform Limited Liability Company Act, which …
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NOTICE: The sales and use tax on repair and maintenance of certain equipment and machinery for businesses has been repealed effective April 1, 2014 This article explains how Minnesota sales and use …
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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 …
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Update: This tax was repealed on March 21, 2014. The information below is preserved for archival purposes. However, it is no longer in effect. 2014 Law (Repealed) Starting April 1, 2014, …
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Introduction 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 …
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Installment Sales (See footnote 1.) IRC Section 453 defines the appropriate accounting method for reporting income from an “installment sale.” (See footnote 2.) An installment sale is generally …
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Get Started: Licensing Requirements & Other Considerations The 21st Amendment to the United States Constitution ended prohibition in 1933. That year, all 50 states adopted some form of three-tier …
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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 …
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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 …
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Sample Franchise Disclosure Document Does failure to provide mandated disclosure documents vitiate a subsequent franchise agreement? Yes. Under Minnesota law, a franchisee is entitled to rescind the …
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Licensing and Filing Information Inside this booklet Need help with your taxes? Information on: We’re ready to answer your questions! Getting a license Filing your monthly return Minnesota Department …
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This post has been adopted from a Minnesota Department of Revenue document: (2013 Regular Session) Bulletin Date: May 31, 2013 MINNESOTA REVENUE Appeals and Legal Services Division 600 North Robert …
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Detective and Security Services 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 …
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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 …
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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 …
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Starting a General Partnership in Minnesota A general partnership is a business that is owned by two or more persons who associate to carry on the business of the partnership for profit. General …
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When my clients consider selling their settlement for a lump sum payment, I work with them to determine if the offer is in their best interests. This is called “independent professional advice” …
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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 …
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Schools—Sales and Purchases 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 …
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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 …
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Related disclosure document posts: Franchise Rule Disclosure Compliance Obligations Ways of Furnishing Disclosure Documents Sample Franchise Agreement / Disclosure Document When Must Disclosure …
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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 …
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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 …
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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. …
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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 …
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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 …
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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 …
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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 …
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Minnesota Sales Tax Guide for Selling Soft Drinks and Other Beverages The following is the current (updated July 2023) Fact Sheet for Minnesota Sales Tax Guide for Soft Drinks and Other Beverages. The …
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Types of Child Care 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 …
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Enforceability of Clickwrap Agreements If you have purchased software, you have undoubtedly encountered a clickwrap agreement. Clickwrap agreements are contracts between the software owner and the …
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This post been adopted from the Minnesota Department of Revenue’s fact sheet, Computer Software Sales Tax. TABLE OF CONTENTS Prewritten Computer Software Custom Computer Software Prewritten Computer …
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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 …
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How to Properly Dissolve a Minnesota Limited Liability Company There are various reasons to dissolve a limited liability company (“LLC”) ranging from the sale of its assets to unprofitability or …
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October 2014 Update: Amazon Allows Minnesota Affiliates On September 24, 2014, Amazon announced a new policy allowing Minnesota affiliates beginning October 1, 2014. This change was permitted because …
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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 …
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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 …
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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 …
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You don’t have to be named in a contract to be liable for breach. Under “tortious interference,” you can be liable if you help someone breach a contract. This article explains tortious interference …
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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 …
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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 …
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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 …
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A Ticking Time-Bomb: the Accidental Franchise Could your license agreement actually be considered a franchise agreement? A license agreement that qualifies as a franchise agreement can have …
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In this video, Minnesota business attorney Aaron Hall speaks about the pros and cons of general partnerships. How do I start a general partnership in Minnesota? I’ve been asked this question a number …
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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, …
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This post is part of a series of posts entitled A Legal Guide to the Internet. For a comprehensive list of articles contained in this series, click here. Traditional tests of personal jurisdiction …
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This post is part of a series of posts entitled A Legal Guide to the Internet. For a comprehensive list of articles contained in this series, click here. Similar post: Are Spambots Illegal? Software …
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This post is part of a series of posts entitled A Legal Guide to the Internet. For a comprehensive list of articles contained in this series, click here. Businesses of all sizes are finding avenues …
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Liability Of Internet Service Providers Internet service providers (“ISPs”) provide their subscribers with online Internet access. This raises the question of whether the ISP or the individual …
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This post is part of a series of posts entitled A Legal Guide to the Internet. For a comprehensive list of articles contained in this series, click here. Similar post: Legal Requirements for Coupon …
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This post is part of a series of posts entitled A Legal Guide to the Internet. For a comprehensive list of articles contained in this series, click here. Software and information vendors may want to …
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This post is part of a series of posts entitled A Legal Guide to the Internet. For a comprehensive list of articles contained in this series, click here. It is important to recognize that in most …
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This post is part of a series of posts entitled A Legal Guide to the Internet. For a comprehensive list of articles contained in this series, click here As the Internet grows into a serious business …
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Federal Internet Gambling Laws Internet gambling violates provisions of federal law under 18 U.S.C. § 1084. This section prohibits the foreign or interstate transmission of bets or wagers or …
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Employment attorneys represent companies and executives. This post is part of a series of posts entitled A Legal Guide to the Internet. For a comprehensive list of articles contained in this series, …
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What is rent escrow? Rent escrow is an action that a tenant may take against a landlord to receive relief from the landlord’s failure to repair housing violations. Minnesota Statute § 504B.385 governs …
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As a franchise attorney, I have seen the work of a number of franchise attorneys. If I were to have a conflict of interest and had to refer a franchisor or franchisee to another franchise attorney, a …
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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 …
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Our law firm recently received a scam email from one Nelson Thomas. In his emails, Nelson Thomas claims that one Bradley Gibson owes him $124,000.00. The emails our firm received are published below. …
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In this video, you will get answers to these questions: Can you register a trademark when there is already a service mark on it? Do you want to register a trademark with the US patent trademark …
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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 …
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How to Acquire a Domain Name 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 …
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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 ___, …
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Download this Sample Independent Contractor Agreement Template in DOC formalt → View all free form templates→ INDEPENDENT CONTRACTOR AGREEMENT Independent contractor agreement (the “Agreement”) made …
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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 …
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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 …
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Introduction to Minnesota’s Joint Venture Law 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 …
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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 …
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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 1.00000 …
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Payments 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 …
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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 …
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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 …
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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 …
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Does a Non-Solicitation Agreement Need Independent Consideration? The question is whether a non-solicitation agreement in Minnesota requires consideration similar to that required of noncompete …
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Protection Of Confidential Information Minnesota law protects employers’ confidential information and trade secrets in several ways. First, an employee has a generally recognized duty of loyalty to …
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Under Minnesota law, employers have rights when a former employee takes client lists, customer info, computer data, intellectual property, and trade secrets. The Minnesota “Uniform Trade Secrets Act” …
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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 …
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Minnesota business attorney Aaron Hall explains when and why business succession planning is needed. Business Succession Planning: Passing Your Business to Your Children Transcription (4:19) (start) …
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Minnesota attorney Aaron Hall explains some of the common misconceptions surrounding contingency fees and outlines when contingency fees are typically available. Transcript: People who haven’t worked …
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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 …
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Introduction 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 …
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What is rent escrow? Rent escrow is an action that a tenant may take against a landlord to receive relief from the landlord’s failure to repair housing violations. Minnesota Statute § 504B.385 governs …
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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 …
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In this video, you get answers to these questions: What are the benefits of being a Sole Proprietor, S Corp, or LLC? What are the negative aspects of being a Sole Proprietor, S Corp, or LLC? How does …
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People sometimes wrongly believe that oral contacts are not enforceable. Oral contracts are just as enforceable as written contracts, but they are sometimes more difficult to prove because there …
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What federal or Minnesota laws, if any, govern language on coupons? There is no required language that a coupon must contain to be meet legal requirements. If a coupon is honest about its …
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Franchise Law in Minnesota is governed by the Minnesota Franchise Act set out in Minnesota Statutes § 80C. A franchise is established when a franchisor (person selling or offering to sell a franchise) …
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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 …
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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 …
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View more videos on franchising In this video, Minnesota franchise attorney Aaron Hall explains the factors that can indicate a successful franchise; one which you may want to buy into. When …
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Introduction 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 …
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Introduction 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 …
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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 …
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Introduction 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 …
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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 …
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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. …
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Confidentiality agreements function as 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 …
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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 …
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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 …
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Unlawful Removal of a Tenant – Locking a Tenant Out or Shutting Off Utilities Under Minnesota Statutes §§ 504B.225 and 609.606, a landlord, agent of a landlord, or person working under the control of …
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Is a Petty Misdemeanor a Crime? A petty misdemeanor is not considered a crime under Minnesota law. Minn Stat. §609.02. Are there legal ramifications for withholding a petty misdemeanor conviction when …
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Need help? Contact a criminal defense attorney. Minnesota Statute § 609.595 governs the criminal punishments for property damage, specifically when an individual intentionally causes damage to the …
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Filing Requirements A corporation with an estimated tax of more than $500 must make quarterly payments based on its required annual payment. A corporation is not required to pay estimated taxes the …
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Every well-written lease between a landlord and tenant has covenants. Covenants are promises made by either the landlord or tenant, or sometimes both, to do or refrain from doing some specific act. …
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This article summarizes Minnesota’s corporate farm law. This includes Minnesota’s corporate farm law’s purpose and history, allowable farm business structures and exceptions, and constitutional …
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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 …
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Q:** **When a company sells and ships goods from outside Minnesota into Minnesota, does the seller collect the local sales tax from his own state, or the local Minnesota sales tax? A: The seller …
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Minnesota Income Tax: Minnesota collects a state income tax at a maximum marginal tax rate of 7.85%, spread across three tax brackets. Like the Federal Income Tax, Minnesota’s income tax allows …
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Cease & Desist Breach of Contract Example 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 …
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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 …
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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 …
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Defamation Cease and Desist Overview A defamation cease and desist letter is a formal written demand that someone stop making false statements damaging your reputation—and provide written assurance …
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Video: Learn About Cease and Desist Letters 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 …
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Conciliation Court MN | Help With Conciliation Court Conciliation Court, better known as small claims court, is available when someone wants to sue another party for $15,000 or less. Here is our most …
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This informational post explains how nursing facilities in Minnesota are reimbursed. It includes information on how nursing facilities are reimbursed for residents on Medical Assistance (MA), the …
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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 …
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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 …
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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 …
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Introduction to Tax Form 8832 Default Rules for Tax Form 8832 Existing entity default rule Certain domestic and foreign entities that were in existence before January 1, 1997, and have an established …
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Introduction The service center will notify the eligible entity at the address listed on Form 8832 if its election is accepted or not accepted. The entity should generally receive a determination on …
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Name 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 …
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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 …
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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 …
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Notice to Victim that Assistance is Available to Victims of Domestic Violence At the time of arrest, a peace officer is required to tell a victim of domestic abuse whether a shelter or other services …
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Minnesota’s Truth in Repairs Act gives you a right to request a written estimate before any work is done on your car, truck, motorcycle, household appliance, house, condo, apartment, or other home …
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Why Pay for Legal Forms When You Can Get Them for Free? I occasionally hear about people who buy a will, contract, or other legal form from do-it-yourself (DIY) websites like LegalZoom and Rocket …
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Appendix A Minnesota Sentencing Guidelines Under the Minnesota Sentencing Guidelines, felony offenses are divided into eleven levels of severity, ranging from low (Level I) to high (Level XI). The …
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Crimes: Identity Theft and “Phishing” To address identity theft, section 609.527 (Minnesota’s identity theft law) criminalizes two types of behavior. First, it is a crime to transfer, possess, or use …
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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 …
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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 …
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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 …
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The following is a summary of a Minnesota bankruptcy case or a case relevant to Minnesota bankruptcy law. Minnesota Bankruptcy Case: In re Carlson, 414 B.R. 508 (Bankr. D. Minn. 10/09/09) (Kishel, …
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The following is a summary of a Minnesota bankruptcy case or a case relevant to Minnesota bankruptcy law. Minnesota Bankruptcy Case: Stabler v. Beyers (In re Stabler), 418 B.R. 764 (B.A.P. 8th Cir. …
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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 …
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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 …
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It’s not uncommon for business owners to encounter unforeseeable problems. Owning a business is a risk. Business owners considering bankruptcy often find themselves dealing with the psychological …
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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 …
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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: …
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This article explains requirements for a franchisor starting a franchise in Minnesota. If you buying a franchise, visit tips on buying a franchise in Minnesota. Item 23: Receipts Like the UFOC …
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Taxing Jurisdiction & Year AuthorizedRateApproval requiredUse of Revenues/Other CommentsBloomington – 19861.0%City council approvalMall of America site improvements. This tax was only authorized …
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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 …
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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 …
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Discovering a Debtor’s Hidden Assets 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 …
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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 …
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The following laws apply to minors in Minnesota. The following information and education, but is not legal advice. When faced with a legal issues, you should talk with an attorney. Control of a …
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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., …
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Name 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 …
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File Form 8832 with the Internal Revenue Service Center for your state listed below. In addition, attach a copy of Form 8832 to the entity’s federal tax or information return for the tax year of the …
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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 1.00000 …
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In this video, you get answers to these questions: Does this law only protect the rights of manufacturer reps? Does this law only protect the rights of reps who live in Minnesota? Can sales reps …
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Additional Prohibitions In addition to the prohibitions concerning the making of financial performance representations, discussed above, the amended Rule prohibits seven specific acts or practices. …
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Item 18: Public Figures Item 18 of the amended Rule requires the disclosure of certain information about a public figure’s involvement in the franchise system. This covers public figures who lend …
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Apportionment is a key feature of state corporate taxes Apportionment formulas are important features of state corporate income taxes. They determine how much of a business’s income is taxable and …
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Definition of Franchising Franchising is a method of marketing and distributing goods and services. Franchises are offered and sold for many types of businesses, including services, retail trade, …
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Franchise Disclosure Document Belmont Mufflers, Inc. A Minnesota Corporation 111 First Street Jackson, Minnesota 55000 (111) 222-3333 franchiseofficer@belmont_mufflers4u.com www.belmont_mufflers4u.com …
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The “Required Payment” Element 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 …
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Fractional Franchise Exemption 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 …
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Isolated Sales and Limited Offerings Sales by a nonissuer of securities to no more than ten purchasers in Minnesota during any period of twelve consecutive months are exempt from registration as are …
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Sample Item 15-1: Obligation to Participate in the Actual Operation of the Franchise Business ITEM 15: OBLIGATION TO PARTICIPATE IN THE ACTUAL OPERATION OF THE FRANCHISE BUSINESS. If you are an …
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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 …
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Corporations 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 …
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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 …
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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. …
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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 …
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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 …
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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 …
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Minnesota prohibits most ownership of farmland by individuals who are not U.S. citizens. The legislature has wrestled with this issue numerous times; in its 153- year history, the legislature has made …
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Proprietor and pass-through entities are often used as a proxy for “small businesses” but tax data reveal many of them are not small. Table 3 lists the number of business filing tax returns by …
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This is part of a series of posts on the tax implications of different business entity types. Types of Business Entities and Tax Implications Various factors affect the choice of the form of business …
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A wage levy, sometimes referred to as a garnishment, is a legal action used to take up to 25 percent of a debtor’s wages to pay a debt. The wage levy notice to an employer includes a disclosure form …
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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 …
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Who Must Register for Withholding Taxes You must register to file withholding tax if you: have employees and anticipate withhold- ing tax from their wages in the next 30 days; agree to withhold …
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What is Sales and Use Tax? 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 …
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Minnesota Business Tax ID number You need a Minnesota tax ID number if you: make taxable sales or leases, perform taxable services in Minnesota, withhold Minnesota income taxes from employees’ wages, …
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Minnesota Application for Business Registration | Tax Instructions The following posts are written for businesses which have already formed a business entity. For information on starting your own …
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The following questions and answers are provided to help people completing the Minnesota Charitable Organization Initial Registration & Annual Report Form. I have received questions from people …
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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 …
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Reasonableness of a Financial Performance Representation The amended Rule prohibits franchise sellers from making any financial performance representation unless they have a reasonable basis for the …
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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 …
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INCOME FROM SELF-EMPLOYMENT OR OPERATION OF A BUSINESS One of the most complicated tasks in calculating child support involves computing income when one of the parents is self-employed. In these types …
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Financial Performance Representations The amended Rule prohibits financial performance representations that are not true or are not substantiated at the time they are made. It is important to note …
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Written by Attorney Joe Irby I want to add a booster, or a translator to my broadcast station or I’d like to apply for an LPFM. FM Translators and Low Power Frequency Modulation Stations (LPFM) These …
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Written by Attorney Joe Irby How many hours must I operate my broadcast station? Hours of Operation In many areas and in many circumstances, running a broadcast station 24 hours a day, seven days a …
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Written by Attorney Joe Irby What does the “Chief Operator” do, and why do I need one? Chief Operator A Chief Operator is a very important position. He acts as your station’s “go to guy” for many of …
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Written by Attorney Joe Irby What is a legal ID and when must I run one? Are the requirements the same for radio and television? How do I run a legal ID on my booster/translator? Legal ID The Legal ID …
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Written by Attorney Joe Irby How long does my license last? Once a broadcast station goes through the arduous process of obtaining a license, it is allowed to broadcast in accordance with the FCC’s …
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Written by Attorney Joe Irby What are the requirements for running a PSA? At one point in time, broadcast stations were “…required by the Federal Communications Commission to allocate a certain amount …
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Written by Attorney Joe Irby Unlicensed Broadcasting – Do I need a license to broadcast? An engineer once said “The FCC spends too much time going after pirates. As long as the station doesn’t …
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Written by Attorney Joe Irby How do I borrow/leverage money against my radio station and license? Broadcast stations are a business. Plain and simple. Whether the broadcast signal is the primary …
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Written by Attorney Joe Irby What is the No Urban/No Spanish Dictate Rule? For most broadcast stations, your license will expire in 2013 or 2014 and it’s time to start thinking about the renewal …
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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 …
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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 …
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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 …
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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] …
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_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 …
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This is an example letter demanding a landlord return a former tenant‘s security deposit. For more demand letters, see the Minnesota Demand Letters page. Letter Template Sent by U.S. Mail [DATE] …
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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 …
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Instructions for Preparing Disclosure Documents The Rule specifies how the disclosures are to be prepared, what additional information may and may not be included, and what records franchisors must …
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Data on Domestic Abuse Act petitions All data collected, created, received, or maintained by law enforcement agencies and courts under the Domestic Abuse Act is confidential until the temporary OFP is …
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Custody and Visitation Marriage Dissolution Petition A petition for dissolution of marriage or legal separation must allege whether an OFP that governs the parties or a party and a minor child of the …
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How is Child Support Typically Paid? The Minnesota Child Support Payment Center, a centralized unit run by DHS, must be used to collect and disburse support payments in all IV-D cases. Again, IV-D …
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A child support order amount may change through a cost-of-living adjustment (COLA) or a modification. Arrearages may also affect the monthly support payment. COLA Every child support order entered …
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Potential income If a parent is voluntarily unemployed, underemployed, employed less than full-time, or there is no direct evidence of income, the court must calculate child support based on potential …
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The court must allocate work- and education-related child care costs to each parent in proportion to the parent’s combined parental income for child support (PICS). The costs will be adjusted by the …
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As previously stated, child support is ordered by a district court judge, district court referee, or child support magistrate. Child support magistrates preside over IV-D cases only (again, cases …
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Each applicant pays a $25 application fee when requesting child support services from the county agency. If the applicant receives public assistance, the fee is not required. If the county provides …
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Federal Government Minnesota Statutes have long provided for child support orders in cases where parents separate, divorce, or have never married. In 1975, the federal government also became involved …
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One of the main sources of confusion for many family law clients is the legal distinction between “sole” and “joint” custody and between “legal” and “physical” custody. For many people, “having …
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Court-ordered program If the court stays imposition or execution of a sentence for a domestic abuse offense and places the offender on probation, the court must order that the offender participate in …
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Petition for relief A petition for relief under the Domestic Abuse Act is known as a petition for an OFP in cases of domestic abuse. A petition for relief may be made by any family or household …
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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 …
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In addition to the more traditional routes of attending mediation and filing a motion with the court, another alternative that may be available to the parties when a parenting time dispute arises is …
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Custody and parenting time issues commonly arise in the context of either a divorce action or, in the case of unmarried parents, a separate proceeding to establish custody and parenting time. In …
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Item 19: Financial Performance Representations Like the original Rule and the UFOC Guidelines, the amended Rule permits, but does not require, franchisors to include representations about financial …
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This in an example of the Minutes of Initial Meeting of Member of an LLC, one of the required documents for starting an LLC. Click here for an example of the Minutes of the Initial Meeting of Board of …
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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 …
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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 …
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Item 15: Obligation to Participate in the Actual Operation of the Franchise Business Item 15 of the amended Rule requires franchisors to disclose whether franchisees are required to participate …
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Background of Minnesota Mechanic’s Lien Law 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 …
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Item 11: Franchisor’s Assistance, Advertising, Computer Systems, and Training Consistent with the UFOC Guidelines, Item 11 of the amended Rule requires the disclosure of the franchisor’s obligations …
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Brian Roberts, CEO of Comcast Corporation, has agreed to pay a $500,000 penalty to settle claims asserted by the Federal Trade Commission (FTC) that he violated the reporting requirements of the …
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Our office recently received a physical scam letter from Mrs. Tracy Gold. The fraudulent letter claims that Mrs. Tracy Gold was directed to contact our office in order to settle a loan owed to Mrs. …
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Item 5: Initial Fees 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 …
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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 …
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Item 3: Litigation Item 3 calls for the disclosure of certain lawsuits involving the franchisor and other entities associated with the franchisor – i.e., predecessors, parents, and affiliates – in …
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Loan Packaging 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 …
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Item 1: The Franchisor And Any Parents, Predecessors, And Affiliates Item 1 of the amended Rule requires franchisors to disclose background information on the franchisor and any parents, predecessors, …
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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 …
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At What Point in The Sales Process Must a Franchisor Furnish The Disclosure Document? The amended Rule provides that franchisors must furnish prospective franchisees with a disclosure document at …
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Large Franchise Investment Exemption The amended Rule exempts franchise offers and sales where the initial investment is atleast $1 million, excluding the cost of unimproved land and any franchisor …
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Business Licenses And Permits In General The startup, operation or expansion of a business in Minnesota may involve securing one or more business, occupational or environmental licenses or permits. …
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Definition of Franchising Franchising is a method of marketing and distributing goods and services. Franchises are offered and sold for many types of businesses, including services, retail trade, …
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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 …
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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 …
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Introduction 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 …
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Sample Item 21-1: Financial Statements 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 …
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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 …
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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 …
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ITEM 3: LITIGATION Pending Actions Blank v. Belmont Mufflers, Inc., No. 06-111 (M.D. Fla. filed August 1, 2007). Five franchisees filed suit against us for breach of contract, alleging that we failed …
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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 …
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The “Required Payment” Element 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 …
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Professional Entities The Minnesota Professional Firms Act, Minnesota Statutes, Chapter 319B, was enacted in 1997 and authorizes practitioners of certain licensed professions to elect to be …
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The “Significant Control or Assistance” Element The amended Rule covers business arrangements where the franchisor “will exert or has the authority to exert a significant degree of control over the …
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Amending Articles of Organization 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 …
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Subsidiaries 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 …
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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 …
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Amending the Articles of Incorporation 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 …
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Other Provisions 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 …
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Limited Partnerships A limited partnership is a type of partnership in which the limited partners share in the partnership’s liability only up to the amount of their investment in the limited …
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Determining Whether a Name is Distinguishable General Rule In general, any name which contains a different word from existing names on file with the Secretary of State is distinguishable and the name …
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Statutory Requirements Name requirements for corporations, limited liability partnerships and limited liability companies are established by statute. The name of a corporation must: Be in the English …
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Certificate of Assumed Name 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: …
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Net Operating Loss If the taxpayer’s deductions for the year exceed gross income, the taxpayer may have a net operating loss (NOL). The NOL is used to reduce taxable income in other years. There are …
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In Minnesota, “emancipation” means that a minor has the same legal rights and Minor obligations as an 18-year-old adult. It can also be “partial, conditional … or limited as to time or purpose.” …
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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 …
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What is the property tax refund program? The homeowner’s property tax refund program (sometimes called the “circuit breaker” or the PTR) is a state-paid refund that provides tax relief to homeowners …
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Introduction 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 …
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Sole Proprietorship 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 …
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Sole Proprietorship 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 …
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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 …
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Sole Proprietorship 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 …
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All businesses, regardless of their form, will encounter certain organizational costs. These costs can include developing a business plan, obtaining necessary licenses and permits, conducting market …
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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 …
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This is an overview of the steps involved in starting an herb business in Minnesota: Form an LLC under the business name you pick (we charge a total of $620 for this) Obtain an EIN number for the LLC: …
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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 …
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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 …
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Once you have a judgment against a non-paying debtor, it may be time to garnish his or her wages. Step 1: Serve Notice of Garnishment You must serve the debtor with a Garnishment Exemption Notice and …
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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 …
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Choosing the Form of Business Organization: Tax and Non-Tax Considerations Introduction One of the fundamental initial decisions a new business owner faces is choosing the form of organization for the …
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Is a creditor, if you request an Order for Disclosure from a court ordering the debtor provide you with information about the debtor’s assets, but the debtor doesn’t obey the court, you are not done. …
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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 …
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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 …
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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. …
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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 …
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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 …
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All contracts are promises. People are free to enter into any contract they want as long as there are agreements on both sides, and neither promise violates a public policy or law. A contract will …
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A solicitation is defined as a request, an enticement, or an allurement. Non-solicitation agreements prohibit requesting, enticing, or alluring someone to do something. Contractual Agreements Not to …
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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 …
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In addition to the fiduciary duties owed by shareholders, fiduciary duties arise by holding a position of director or officer. A director is required, by statute in Minnesota, to discharge the duties …
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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 …
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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 …
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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) …
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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 …
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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, …
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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: …
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If you want to start a small business, you can form a new LLC (limited liability company) in Minnesota without hiring an attorney. You will save the expense of attorney’s fees, but you also will not …
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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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