Minnesota Business Lawyer: Self-Dealing Officers and Directors

Minnesota Business Lawyer: Self-Dealing Officers and Directors

Officers and Directors of closely-held corporations are held to a higher standard than many other people. Shareholders in a closely-held corporation are held to a higher standard sometimes also. Shareholders in a publicly-traded corporation are not held to the same standard as those in closely-held corporations. Fiduciary Duties Officers and Directors owe duties that we…

What Are the Basic Elements of a Contract?

What Are the Basic Elements of a Contract?

All contracts contain three basic elements: offer, acceptance, and consideration. Consideration is what each side gives up in exchange for the benefit that he or she is receiving. Sometimes this is money, doing something for someone, or refraining from doing something. Forming a Contract May Take Time and Negotiation Offers may be accepted or rejected….

Explanation of Fiduciary Relationionships in Businesses

Explanation of Fiduciary Relationionships in Businesses

Fiduciary duties are owed by fiduciaries. A person is a fiduciary if the law imposes on that person a duty of good faith, trust, confidence, candor, loyalty, or care upon the person for the benefit of another person. A fiduciary only owes those duties to the other person within the fiduciary relationship. Examples of fiduciaries…

Fiduciary Obligations of Shareholders and Owners | MN Business Attorney

Fiduciary Obligations of Shareholders and Owners | MN Business Attorney

Owners of closely-held corporations are obligated to act in certain ways with respect to the other owners. These obligations are often called “fiduciary duties.” Owners may be sued and liable for damages if they do not abide by these obligations. Closely-Held Business Owners Must Act with Integrity and Honesty toward Other Owners Minnesota closely-held businesses…

Minnesota Business Lawyer: Forming an LLC – Who, Where, and What?

Minnesota Business Lawyer: Forming an LLC – Who, Where, and What?

Frequently, many of the same basic questions arise when forming one’s own business in Minnesota. Answers to the three most common questions are below. Location of the business – Can I Use My Home Office? Yes, you can use your home address for your business address. Must your business have a physical address? Yes. If…

You've Been Wronged, but Were You also Wrong? Analysis of Dual Faults

You've Been Wronged, but Were You also Wrong? Analysis of Dual Faults

Negligence is acting, or failing to act, in the manner a reasonable person would under similar circumstances. Someone who acts negligently is liable for damages if someone is harmed by the negligent act, or failure to act. What if the person harmed also did something wrong? There are different types of dual, or joint faults…

Fiduciary Duties Officers and Directors Owe a Minnesota Corporation

Fiduciary Duties Officers and Directors Owe a Minnesota Corporation

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 of the position of director in good faith, in a manner the director reasonably believes to be in the best interests of the…

Minnesota Contracts: How to Negotiate a Minnesota Contract

Minnesota Contracts: How to Negotiate a Minnesota Contract

All Minnesota contracts contain three basic concepts: offer, acceptance, and consideration. Offer and acceptance mean exactly what you think they mean. Consideration is what each side gives up in exchange for the benefit that he or she is receiving. Sometimes this is payment of money, sometimes it is doing something the person is not obligated…

Fiduciary Duties Breach by Shareholders, Officers, Directors, or Partners

Fiduciary Duties Breach by Shareholders, Officers, Directors, or Partners

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 Consequences of a Fiduciary Breaching a Duty to Another? A fiduciary that breaches his or her fiduciary duty is liable for…

Minnesota Shareholder Dispute: What Are My Rights & Options?

Minnesota Shareholder Dispute: What Are My Rights & Options?

Owners in a closely-held corporation owe duties to each other. An owner, or shareholder is subject to legal liability if he or she violates a duty owed to another owner, or shareholder. The duties owed can be complex. Fiduciary Duties Owed by Business Owners in Minnesota In Minnesota, the shareholders in a closely-held corporation owe…

Minnesota LLC Attorney: EIN, Business License, and LLC Renewal

Minnesota LLC Attorney: EIN, Business License, and LLC Renewal

Once you are past the basics of forming an LLC you need to ponder other practical considerations. Your business needs a bank account. You may need additional licensing for your business. You will need to renew your business on occasion, or at some point, you may wish to let it lapse. Business Bank Account and…

Minnesota Business Formation: Common Questions

Minnesota Business Formation: Common Questions

Frequently, many of the same basic questions arise when forming one’s own business in Minnesota. Answers to the three most common questions are below. Location of the business – Can I Use My Home Office? Must your business have a physical address? Yes. However, you can use the address of your business’ virtual office. Virtual…

Minnesota Litigation Attorney: Should I File a Lawsuit?

Minnesota Litigation Attorney: Should I File a Lawsuit?

As a Minnesota litigation attorney, I offer these tips to people considering suing someone. If you are considering a lawsuit (litigation), the cost and other options to resolve disputes may be worth examining. Lawsuits are often very expensive. In litigation, the goal is to beat the other side rather than work out a win/win solution,…

If I Win a Lawsuit, How do I Collect the Money?

If I Win a Lawsuit, How do I Collect the Money?

Minnesota Debt Collections & Minnesota Judgment Collections After you win, the court’s judgment is valid for 10 years unless you renew it. Unfortunately, even though you won your case, you probably won’t immediately get your money from the defendant. In fact, you may never get it. A court order may say that the defendant owes…

Are My Injuries Serious Enough to Sue? | Minnesota Personal Injury Attorney

Are My Injuries Serious Enough to Sue? | Minnesota Personal Injury Attorney

If you are wondering whether your injuries are serious enough to sue, they probably are not. For example, a cut, bruise, or minor flesh wound that heals after a few days is in the category of very minor injuries. At the other extreme are serious injuries such as permanent disability, permanent disfigurement, and injuries that…

Minnesota Noncompete Agreement FAQ

Minnesota Noncompete Agreement FAQ

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. For related topics, visit nonsolicitation agreements and confidentiality agreements. Overview of Minnesota Noncompete Law A noncompete agreement may go by many names: non-compete clause (NCC), covenant not to compete (CNC),…

Limiting Fiduciary Duties in Minnesota Small Businesses

Limiting Fiduciary Duties in Minnesota Small Businesses

Minnesota business owners in a partnership may desire to limit the fiduciary duties they owe each other. They may ask their lawyer to draft a partnership agreement providing limitations on their duty to disclose to each other. They may also ask their lawyer to include a provision allowing the partners to compete with the partnership….

Trademark & PPC Keywords, The Debate Over Adwords Advertising

Trademark & PPC Keywords, The Debate Over Adwords Advertising

The Minnesota Federal District Court is currently hearing arguments regarding whether a company can use Google AdWords to place ads on a SERP (search engine results page) when someone searches for a competitor’s name. In 2005, one court ruled that Google could permit competitors of GEICO insurance to target people who search for “GEICO,” but…