Category Archives for Business

How a Special Litigation Committee Protects Minnesota Companies

 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 and address issues in a way that puts the best interests of the company first. The main idea behind a […]

Accidental Partnership: Are You in a De Facto Business Partnership?

Overview This story illustrates how two entrepreneurs can accidently find themselves in a partnership. A partnership doesn’t need to be registered with the state. A partnership can begin whenever two or more people carry on as co-owners a business for profit. Story Amber and Jen discussed opening a business together. They never established a formal […]

The Contingency Fee Agreement is Relevant When an Attorney is Fired

The Minnesota Supreme Court established an eight-factor test to determine a lawyer’s contingency fee after a client fired the lawyer shortly before settling case. The Court held that, under quantum meruit, the “fee arrangement existing between counsel and the client” is one of the factors. Minnesota’s Contingency Fee Factors for Attorneys The eight factors are time […]

Can Minnesota Lawyers Share Legal Fees? Yes.

Yes. Rule 1.5(e) of the Rules of Professional Conduct provides as follows: A division of a fee between lawyers who are not in the same firm may be made only if (1) the division is in proportion to the services performed by each lawyer or each lawyer assumes joint responsibility for the representation; (2) the client […]

Succeeding on Purpose: a Workshop

by Latitude Often CEOs and other leaders want to lead with a purpose greater than profit, but the majority struggle to integrate purpose into their everyday operations. In this workshop, Glenn Deering—Exec. Director of Strategy and Purpose Innovation at Latitude—will lead attendees through interactive exercises that introduce proven ideas and methods for operationalizing a purpose […]

How the ‘Business Judgment Rule’ Protects Directors and Officers

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 and officers of a corporation (including nonprofit organizations) owe the corporation a duty of care. This “duty of care” means you […]

Registered Agent: A Physical Office for Your Business

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 agent service. This article explains the details. What a registered office? A registered office is the address for your business on record with the […]

What’s at the End of Your Business Name Besides INC or LLC?

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 Plumbing is a limited liability company. This page lists the entity designations when starting a business in Minnesota. Corporation In Minnesota, a for-profit corporation may […]

Reasonable Attorney Fees in Minnesota vs. Lodestar Factors

Throughout the United States, many jurisdictions use the Lodestar factors as a standard to determine whether attorney’s fees are reasonable. The Lodestar standard has been part of the common law, refined by courts over the years. Minnesota’s approach to determining whether attorney’s fees are reasonable generally aligns with the Lodestar factors. Minnesota Standard Minnesota’s approach […]

Minnesota Private Attorney General Statute: Get Attorney Fees Back

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 the public. This is a big deal. For example, when the state attorney general’s office will not take action to stop harm […]

5 Tips to Delegate and Elevate Your Leadership Team

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 really gain strong traction, the challenge lies in supporting your team on the ground level with the day-to-day execution and implementation of EOS  principles. […]

Free Private Meeting Room Spaces in the Twin Cities

Whether you are a real estate agent, solo attorney, or consultant, you often need a private room outside your home to meet with clients. Fortunately, the Twin Cities business community and library systems offer a variety of places for you to meet with your clients and potential clients. Highlights include certain coffee shop locations with […]

Are clickwrap or browsewrap contracts enforceable?

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 Here to Accept the Terms of Service” Vol. 31 No. 1 By Alison S. Brehm, Cathy D. Lee Alison S. Brehm is a partner, […]

How is a Social Club Taxed? IRS Guidance on 501(c)(7)

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 purposes.” They were originally granted exemption from federal income tax in the Revenue Act of 1916. Generally, social clubs are membership organizations primarily supported by dues, fees, […]

Paying Minimum Wage & Overtime to Home Care Workers: How to Follow FLSA Rules

The following article explains minimum wage and overtime issues related to home care works, including FLSA rules that apply to employees. Minimum wage As of early 2016, the federal minimum wage is $7.25 per hour. That means any worker who is covered by the FLSA minimum wage protections must be paid at least $7.25 an hour for all […]

Cryptocurrency Tax FAQ: Your Bitcoin Income vs. the IRS

The following FAQ addresses common questions about when cryptocurrencies are taxed and whether conversions between cryptocurrencies qualify as like-kind exchanges. Is transferring funds between cryptocurrencies taxable? Yes. Converting between cryptocurrencies is taxable. For example, if you convert Bitcoin to Ethereum, that would be a taxable event. Is a cryptocurrency conversion a like-kind exchange? No. Converting funds from […]

Getting an EIN: Personal Service Corporation vs. S Corp

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 up an S corporation to provide professional services (e.g. law firm or chiropractic office), and now you need an EIN number. You visit […]

Asset Protection Trust

An asset protection trust is a type of trust designed for the purpose of protecting your assets. This type of trust involves a number of legal techniques to protect assets from specific types of threats. When drafted properly, an asset protection trust can provide the following benefits: ensure funds are not used for substance abuse or […]

Is ‘Indemnify’ the Same as ‘Hold Harmless’ in Minnesota Statutes?

Is ‘Indemnify’ the Same as ‘Hold Harmless’ in Minnesota Statutes? 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 “indemnify” means to “hold harmless,” even if the effect is to undo a long-standing precedence established in […]

A Guide to Quasi Contract in Minnesota

What is a Quasi Contract? Quasi contract is another term for a contract implied in law. A contract implied in law is where “a promise is imputed to perform a legal duty, as to repay money obtained by fraud or duress.” Hercules Inc. v. United States, 516 U.S. 417, 424 (1996). What is a Quasi Contract Actually a Contract? A […]

A Guide to Quantum Meruit in Minnesota

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 services provided to another when there was no actual contract but the one receiving services understood payment would be required. How is […]

A Guide to Quantum Valebant in Minnesota

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 of goods. Translated, quantum valebant means “as much as they were worth.” What is Quantum Valebant in Minnesota? Minnesota courts have recognized quantum valebant as a remedy allowing the provider of […]

Agreement Implied in Fact vs. Implied in Law – What is the Difference?

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 parties makes it clear they both understood they had a deal. A contract implied in law is where there is no contract per se, but at least one party […]

2018 Tax Changes – What You Should Know (Part 3)

2018 Tax Changes – What You Should Know (Part 2)

What Are Uncovered Assets?

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 property real property (real estate) intellectual property For example, John may hide from his relatives the fact that he owns a boat. Sarah may […]

2018 Tax Changes for Business Owners

Congress approved the Tax Cuts and Jobs Act on December 22, 2017, which provided for some of the most significant tax reform in recent memory. It affects nearly all taxpayers in every circumstance and could affect how you plan for your future as well. Over the next few posts, we will analyze a few of […]

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Tax Fraud Awareness: How to Protect Your Identity and Assets

The IRS, taxpayers, and tax preparers share a common enemy: identity thieves. We all have a part to play in the fight against tax-related identity theft. Your role starts by learning the mechanics and warning signs. From there, taxpayers can take proactive steps to protect their data online and at home. Understand How Tax Fraud […]

You Have a Right to Sell Your Franchise Business in Minnesota

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 overruled by your franchise agreement. You may have to pay a reasonable transfer fee. Can a Minnesota Franchise Be Sold? Yes. The sale […]