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…
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….
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…
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…
Many questions arise before you form your LLC. Additional questions will arise after you form your LLC. Those questions will include: Where do I keep my business’s money? What other licenses do I need? Do I have to file anything else with the Minnesota Secretary of State? What if I don’t want the business anymore?…
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…
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…
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…
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 contract? What three elements are involved in a contract? Contracts are agreements that are formed between or…
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…
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…
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…
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…
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…
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,…
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…
(Before you enter into a lawsuit, you might want to read this article with some alternative options to beginning a lawsuit: Should I File a Lawsuit?) Do you want to sue someone in Minnesota without an attorney? Here are a few considerations to help you get started. Jurisdiction Do the Minnesota Courts Have Jurisdiction?…
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…
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 have the counsel of a business attorney and will have some other risks. The risks are explained at the…
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),…
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….
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…
Some people find themselves in a situation where they cannot pay their IRS tax debt. For example, a taxpayer may owe taxes but cannot pay because the taxpayer has little money compared to the taxpayer’s debts. If the IRS is convinced that the IRS will probably not recover the amount owed, the IRS may make…