The Use of Benefit Corporations by Charitable Organizations

Introduction For years nonprofit organizations exempt from taxation under Section 501(c)(3) of the Internal Revenue Code (charitable organizations) have dabbled (or sometimes more than dabbled) with profit-generating activities. Mixing for-profit and nonprofit, taxable and tax-exempt entities successfully requires more than a passing knowledge of business structures, governance structures, and tax. Now that the benefit corporation

The Trans-Pacific Partnership Trade Agreement: In-Depth Analysis

Increasing numbers of U.S. companies, from Small and Medium-sized Enterprises (SMEs) to large multinationals, rely on exports and/or imports as an important part of their business. although large companies are often associated with doing business internationally, SMEs actually make up the vast majority of U.S. firms engaged in international trade.  SMEs with fewer than 500

The Current State of Minimum Wage Laws, Plus the Overtime Debate

The $7.25 per hour federal minimum wage has been in place since 1991. To have the same purchasing power today, the inflation-adjusted wage would have to be $12.68, according to the CPI Inflation Calculator from the U.S. Bureau of Labor Statistics. President Obama has been supporting an increase in the federal minimum wage to $12

SEC Equity Crowdfunding Rules Go Effective on May 16, 2016

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

My Employer Discriminated Against Me Because Of My Disability

When an employer discriminates against you because of a disability, it can make you feel powerless. But know that you are not alone. The law is on your side. One option is to seek justice by pursuing a disability discrimination claim. Evidence Needed to Support a Disability Discrimination Claim 1) A Disability The ADA defines

Crowdfunding Legislation Proposed in Minnesota and the Potential for Investment Fraud

A coalition of business people and politicians are leading a grass-roots effort to allow equity crowdfunding under Minnesota law. The initiative, known as MNvest, seeks a “MNvest Registration Exemption” which would exclude qualified crowdfunding transactions from certain regulations. The MNvest Act would permit unaccredited investors to make equity investments in MNvest offerings through a “MNvest

Breach of Contractual Representation of Future Legal Reliance

Is a Claim for the Breach of a Contractual Representation of Future Legal Reliance Actionable? Recently in a certified question, the Minnesota Supreme Court found that under Minnesota Law a claim for the breach of a contractual representation of future legal compliance is actionable without proof of alliance. This new law came out of the

Plausibility Standard, Not Applicable in Minnesota

Laura L. Walsh vs. U.S. Bank, Minnesota Supreme Court August 6, 2014 Decision The Plausibility Standard for Federal Pleadings Does Not Apply in Minnesota On August 6, 2014, the Minnesota Supreme Court held that there was no compelling reason to depart from the traditional pleading standard for civil actions in Minnesota under that well-established standard,

Star Tribune: Business Law Firm at Center of New Industry

Business Law Firm at Center of New Industry JUX (formerly Thompson Hall), a business law firm in Minneapolis, filed a Supreme Court petition seeking legal clarity in the emerging medical cannabis business in Minnesota, a complex and highly regulated industry. Read full article:

Affordable Care Act: Contraceptives Coverage & Freedom of Religion

The Hobby Lobby Ruling on the Affordable Care Act Recently, the Supreme Court of the United States (“SCOTUS”) issued a landmark decision in Burwell v. Hobby Lobby Stores, Inc. on June 30, 2014. The Court ruled that closely-held for-profit companies can deny coverage of contraceptives under their group health plan based on religious grounds. Below

Creditors Can Get Inherited IRA Funds, Supreme Court Says

US Supreme Court Rules that Inherited IRA Funds are Not Exempt from Claims of Creditors in Bankruptcy Cases On June 12, 2014, the United States Supreme Court ruled in the case of Clark v. Rameker that inherited individual retirement account (IRA) funds are not “retirement funds” for purposes of the exemption of certain assets from

Minnesota Women’s Economic Security Act

On Mother’s Day, May 11, 2014, Minnesota Governor Mark Dayton signed into law the Women’s Economic Security Act, providing a variety of new protections and remedies for employees and new requirements for Minnesota employers. Some of the key changes made by the Act are described below. You can access the full text of the Act

Misclassification of Employees: Payroll Audits Increase

Misclassifying employees as independent contractors can create significant problems for employers. If an employer is found to have misclassified an employee, the employer could be subject to, among other things, varies fines, penalties, interest, and back taxes. In order to curb the widespread misclassification of employees as independent contractors, the U.S. Department of Labor, Wage

A Company Doesn’t Have to be Perfect to be Sellable

We will occasionally meet a company owner who is personally motivated to sell but feels that there are several things that need to be improved before the company is ready to be put on the market. This might involve hiring a key manager. Or finishing a major internal initiative. We certainly maintain that there is

Dispute with LLC Co-Owner or Business Partner: What Do I Do?

What Do I Do if I have a Dispute with a Business Partner or Co-owner of an LLC? Disputes between co-owners are unfortunately common and can quickly get very complicated. In part, this is due to business owners’ numerous, and not necessarily intuitive, duties and powers. What Duties Do I Owe a Co-owner? What Powers

Minnesota Business Corporation Act: A Legal Summary

Background and Origin The Minnesota Business Corporation Act is Minnesota’s adopted version of the Model Business Corporation Act (MBCA), a body of law first published in 1950 with the purpose of setting forth a universal understanding of the requirements of business incorporation. The MBCA is a product of the American Bar Association, and a committee

The Top 4 Risks to Your Company’s Confidential Information

If you are like most companies in the Information Age, your confidential information is critical to your competitive advantage.
What is Your Company’s Confidential Information? Each company has its own confidential information, often called “trade secrets.” For you, this might be client data, prospect databases, client files, formulas, recipes, or processes that give you an advantage over your competitors.

Minnesota’s New LLC Law: Minnesota Revised Uniform LLC Act

Minnesota Revised Uniform Limited Liability Company Act Nearly 200,000 LLCs formed in Minnesota since 1993 will be affected by the new Minnesota Revised Uniform Limited Liability Company Act, which became law in 2014. On April 8th, 2014, Minnesota Governor Mark Dayton signed into law the Minnesota Revised Uniform Limited Liability Company Act. This law impacts

Business Owners: How to Review Your Business to Avoid Problems

Each year, business owners should take some time away from their business operations to think about the big picture. It’s a great time to reflect on successes and challenges over the past year. It is also a great time to reflect on your recent accomplishments. Did you accomplish the items that were most important to