When a Minnesota business owner asks whether their brand is “protected,” the honest answer is that several distinct protections exist with sharply different reach. Common-law rights vest …
READ MORE →When Minnesota lawmakers passed the Paid Family and Medical Leave Act in 2023, they created the country’s thirteenth state-administered paid-leave program. The substantive duties hit Minnesota …
READ MORE →When Minnesota’s pay-transparency rule took effect on January 1, 2025, most employers I work with treated it as a small administrative tweak. It is more than that. Minn. Stat. § 181.173 reaches …
READ MORE →Minnesota legalized adult-use cannabis in August 2023, and Chapter 342 changed almost every employer-policy assumption written before that date. The change was not just a relabeling of a controlled …
READ MORE →When a vendor sells its business to a competitor, can your contract go with it? When a customer assigns its receivable to a factor, can you ignore the new payee? When a software company is acquired, …
READ MORE →Two business partners shake hands when the company is small. Five years later one of them dies, gets divorced, or wants out, and the surviving partner discovers there is no agreed price, no agreed …
READ MORE →A choice-of-law clause is one of the cheapest paragraphs in your contract and one of the most consequential. The clause decides which state’s substantive law a court will apply to interpret your …
READ MORE →When a Minnesota business buys a company, hires a sales executive, or signs a long-term supply agreement, a single phrase in the document can decide whether one side’s slip-up gives the other …
READ MORE →If you sit on the board of a Minnesota corporation, the duties you owe are not abstract. They show up in concrete moments: a vote on a related-party contract, a decision to take on debt, a discussion …
READ MORE →A CEO emails me a list of fifteen positions and asks which ones are “salary exempt.” The honest answer is that none of them are exempt because they are salaried. For most executive, …
READ MORE →When a Minnesota business sells goods, the contract is rarely the only document creating warranties. The Uniform Commercial Code, adopted in Minnesota at chapter 336, layers in implied warranties by …
READ MORE →The pandemic was the largest stress test of force majeure language in modern American commercial practice, and most clauses failed it. Form-book provisions written in the 1990s and copied forward …
READ MORE →When a deal goes sideways, the first move from the other side is almost always the same: “we also agreed that…” The integration clause, often called a merger clause or an …
READ MORE →A signed letter of intent rarely closes a deal, and most Minnesota business owners assume it does not bind them. That assumption is right more often than wrong, but the exceptions are expensive. A …
READ MORE →A liquidated damages clause is a useful tool when it works and a wasted paragraph when it does not. The clause sets a fixed dollar amount, or a formula, that the breaching party owes if the contract …
READ MORE →A short clause buried in a vendor contract, employment offer, or shareholder agreement can decide whether your next dispute lands in front of a Hennepin County judge or a private arbitrator a thousand …
READ MORE →When Minnesota’s earned sick and safe time (“ESST”) law took effect on January 1, 2024, it shifted paid sick leave from a discretionary benefit into a baseline obligation that …
READ MORE →A Minnesota business owner who wants to leave an LLC, push out a co-owner, or close out a deceased partner’s stake usually starts with the wrong assumption: that Minnesota law gives a member a …
READ MORE →A Minnesota operating agreement is the rulebook for your LLC. If you do not write one, Minn. Stat. ch. 322C writes one for you, and the statutory defaults rarely match what the founders actually …
READ MORE →When the county assessor mails a Notice of Valuation showing a market value that does not match what your commercial building would actually sell for, you have a real but time-limited set of tools to …
READ MORE →If your company spends real money in Minnesota figuring out how to make a new product work, how to make an existing product better, or how to solve a technical problem the answer to which is not …
READ MORE →A minority shareholder gets squeezed in a closely held Minnesota corporation in predictable ways. The distributions stop while the majority’s salaries grow. The board meetings happen without …
READ MORE →When an employee raises a legal concern, what an owner does next is heavily regulated in Minnesota. The state’s primary anti-retaliation statute, Minn. Stat. § 181.932, is short, but it is …
READ MORE →The day the wire hits is the wrong day to think about taxes on a business sale. By then, the structure is fixed, the residency facts are baked, and the only choice left is when to write the check. …
READ MORE →Workplace drug testing in Minnesota is more tightly regulated than in most states. The Drug and Alcohol Testing in the Workplace Act, Minn. Stat. §§ 181.950 to 181.957 (DATWA), tells you when you may …
READ MORE →If you run a Minnesota nonprofit, sales tax is one of those topics that looks simple from a distance and gets harder the closer you look. Federal 501(c)(3) status does not automatically exempt your …
READ MORE →A Minnesota buyer’s biggest fear in an asset purchase is paying real money for a business and then discovering the seller’s old debts came along for the ride. The reassuring news is that …
READ MORE →When the Minnesota Department of Revenue mails an order assessing additional tax, denying a refund, or rejecting a penalty abatement request, your business has two procedural tracks to contest it: an …
READ MORE →A Minnesota lender wires funds against a borrower’s accounts receivable, takes a personal guarantee, and files a UCC-1 financing statement with the Secretary of State. Eighteen months later the …
READ MORE →Most Minnesota CEOs treat unemployment claims as a paperwork chore handed off to HR or payroll. That works until a discharge that the company believes was for cause comes back as an awarded claim, the …
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