Business

Deciding to sell a business is a complex and complicated decision. The decision is complicated by the fact that the seller is not just selling a business, they are selling everything they have created. Selling a business can have great rewards for the seller if the sale is done correctly. However, there is also a…

It is a big deal when an interested buyer makes a decision to purchase an existing business. Buying an existing business can have a great deal of benefits associated with it, but there can also be risks. The risks faced by buyers can be reduced if they are aware of common pitfalls faced when purchasing…

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 (RUAA) which provides the framework for the arbitration of purely intrastate disputes. For those transactions involving interstate commerce, the Federal Arbitration Act (FAA) controls. A…

Minn. Stat. § 302A.601 allows for mergers and acquisitions. While some Minnesota statutes govern a purchasing business organization’s potential liabilities in certain circumstances, the parties to a business acquisition are generally free to negotiate the terms of their agreement, including provisions that will protect the buyer. These provisions include representations and warranties (R&Ws); closing conditions;…

I am often asked about the risks of investing in a startup company. Entrepreneurs with a great business idea often approach friends and family to invest in the company. This phase of fundraising is often called a “Friends and Family Round.” This is typically before a “Seed Round,” which involves additional investment at a higher…

You wouldn’t perform surgery on yourself… The same holds true when buying a business. Unless you’re well-versed in performing a comprehensive financial analysis of a business, it doesn’t make sense to buy one without using a due diligence and valuation specialist. A due diligence report does the following: Verifies the accuracy of the seller’s information….

Marketing in a small business should be the implementation of your business plan. That is, your business plan should include a marketing plan, and your marketing efforts are simply rolling out the marketing strategies and tactics from your marketing plan. Small Business Marketing Basics A new business will create materials to communicate the business’ message…

We could talk all day about all the insurance types available to Minnesota small businesses. Instead, this section will present the most important considerations to lead you down the right path to determining what insurance might be of benefit to you as a small business owner. What is the purpose for insurance? The entire purpose…

Brandography’s Self-Sustaining Websites Help Businesses Create and Manage Their Sites It has been said that every person is your teacher. Brandography owner, Jason Dailey, believes this is true for every business as well. “Each time you work with a business, you have a great opportunity to learn. The best scenario is when you’re able to…

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, especially well-known talent who are inundated with offers from many sources due to established careers. For example, in these situations, attorneys sometimes help artists negotiate terms of a contract…

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 trade secrets, and an employee’s breach of a duty of loyalty to his or her employer. Unfair competition can also be infringement of a trade name. These torts establish…

Will Money from the crowd finally be available for entrepreneurs? Equity Crowdfunding has been in the gestation stage for many years.  Congress first paved the legal way for equity crowdfunding when it enacted the Jumpstart Our Business Startups (“JOBS”) Act in April 2012.  Equity crowdfunding – the sale of equity securities by a business to…

Legal rules governing the sale and purchase of a business are covered to a large extent by common law and to a lesser extent by statute. Share sales will implicate additional rules covering securities and likely others concerning public corporations. Since the relevant laws vary so greatly based on the type of transaction, this article limits itself to key…

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 and comparative negligence. Recovery for a negligent misrepresentation claim is limited to compensatory damages. RULE OF LAW A. Elements of a Claim A person is liable…

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 commerce.” Minnesota’s unfair and deceptive trade practice statute was first enacted in 1973. What is the purpose of unfair and deceptive trade practice laws?…

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 these agreements are referred to as End User License Agreements or EULAs. In recent years, courts have become more comfortable enforcing EULAs however, enforceability…

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 State of Minnesota in 1965. It has been adopted in every state except Louisiana, with minor variations between states. This article will focus on Minnesota’s…

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, defamation is a common law cause of action that is well-established in Minnesota case law. In short, defamation is a false statement published to a…

When a seller chooses to sell their business it is a big decision. Choosing to sell a business is complicated. Sellers are not only selling the business; they are selling everything the business represents. Along with the name and location of the business, the seller is selling their reputation, customers, and hard work. The seller…

For many business owners, selling their company is uncharted territory. The process can be daunting and overwhelming. You can the steps below to help with making a checklist to simplify and clarify want you need to do to ensure selling your business goes successfully. Discuss with your attorney whether you are selling a business entity…

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 unauthorized photos and videos, including being a victim of “revenge porn.” Photos and Videos While Intoxicated Many people make poor decisions while under the influence of…