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 Special […]
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Accidental Partnership: Are You in a De Facto Business Partnership?
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 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 […]
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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 […]
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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 […]
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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 […]
Continue reading 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 […]
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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. […]
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Minnesota Charity Law: Guide for Nonprofit Board of Directors
Guide for Charity Board Members This Guide is provided by the Minnesota Attorney General’s Office to assist board members with the important responsibilities they assume when elected to a nonprofit corporation’s board of directors. It is only a guide and is not meant to prescribe exactly how board members must act in all situations. Each […]
Continue reading 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 […]
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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, […]
Continue reading 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, […]
Continue reading 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 […]
Continue reading 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 […]
Continue reading 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 […]
Continue reading 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 […]
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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 […]
Continue reading 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 […]
Continue reading 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 […]
Continue reading 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 […]
Continue reading 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 […]
Continue reading 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 […]
Continue reading 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 […]
Continue reading Do I Owe Capital Gains Tax on the Sale of a Home?
Do I Owe Tax on the Proceeds of Selling a House? When you sell a house, generally you owe capital gains tax on the amount the house appreciated since you acquired it. However, if you live in the home, you may qualify for a homestead exclusion: up to $250,000 for an individual and $250,000 for a […]
Continue reading Employees Owe a Duty of Loyalty to Employers
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 it hard to believe that employees owe a “duty of loyalty” to their employers. The thinking is, employees can do whatever they want on […]
Continue reading Minnesota Family Planning Program (MFPP) Health Care Delivery
This article is a section taken from Minnesota Family Planning Program (MFFP), a part of the revisions and additions to the Minnesota Health Care Program Eligibility Policy Manual. MFPP Health Care Delivery All Minnesota Family Planning Program (MFPP) services are provided through a fee-for-service delivery system. Medicare The Minnesota Family Planning Program (MFPP) will not […]
Continue reading Minnesota Family Planning Program (MFPP) Barriers
This article is a section taken from Minnesota Family Planning Program (MFFP), a part of the revisions and additions to the Minnesota Health Care Program Eligibility Policy Manual. MFPP Barriers A barrier is an eligibility requirement that prevents a person’s eligibility for the Minnesota Family Planning Program (MFPP), even when the person meets all other […]
Continue reading Appendix D Community Living Arrangements
Community Living Arrangements The following are some examples of community living arrangements: Battered women’s shelter Campground Car Child foster care – Rules 1, 4 and 8 Community-based behavioral health hospital (CBHH) Detox-only facilities Group residential housing (GRH) (non-IMD) Halfway house, chemical dependency Halfway house, correctional Homeless Homeless shelter Hotel or motel Maternity shelter Medical hospital […]
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Minnesota Supreme Court Confirms Expansion of Minnesota Whistleblower Act
In 1987, the Minnesota Legislature enacted the Minnesota Whistleblower Act (MWA) which prohibited employers from retaliating against employees who making a good faith report of any federal or state law or rule adopted pursuant to law. Minnesota courts historically have interpreted the term “good faith” narrowly, requiring that an employee’s good faith report be for […]
Continue reading Impacts of the DOL Fiduciary Rule: How to Lawfully Advise Clients on What to Do with Their 401(k) Plan
The DOL Fiduciary Rule, which became (mostly) effective on June 9, 2017, marks a clear shift for broker-dealers. Brokers are now considered fiduciaries under the Employee Retirement Income Security Act of 1974 (“ERISA”) when providing non-discretionary investment advice to clients seeking assistance with retirement accounts or plans. Less clear, however, is the Rule’s impact on […]
Continue reading Motion For New Trial Were Denied Where Issues Were Tried By Consent And Sufficient Notice
Minnesota Estate Planning Case: In re the Guardianship and Conservatorship of Lorraine Helen Schmidt, filed August 29, 2016 A15-1796 Case Summary: Motion For New Trial Were Denied Where Issues Were Tried By Consent And Sufficient Notice In re the Guardianship and Conservatorship of Lorraine Helen Schmidt, filed August 29, 2016 A15-1796. Daughter had significant control over mother who […]
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