Recent Blog Postings

Owners of corporations and limited liability companies can have statutory and contractual obligations to indemnify officers, directors, managers, and members for legal fees incurred in defending litigation. Ryan M. Billings discusses equity holders’ exposure to legal fees when a company brings suit against its former officers, directors, managers, or members.

During the COVID-19 crisis, it is critical that Wisconsin employers understand their obligations under the Wisconsin Business Closing and Mass Layoff Law. Thomas J. Nichols and Graham C. Garland discuss these obligations for employers.

Find more information about how COVID-19 impacts the practice of business law in Wisconsin, from these articles in the Wisconsin Business Law Blog.

Now 20 years old, Wisconsin’s Uniform Electronic Transactions Act (UETA) governs the legality of electronic record storage and electronic signatures. Jamie Lumsden discusses the perceived ambiguities present in the law and cases from other jurisdictions where e-signature issues have arisen.

The Wisconsin Supreme Court’s recent decision in Marx v. Morris raises a number of questions surrounding limited liability companies. In this second of two articles, Drew Parrish and Robb Leach explore more questions in the wake of the Marx decision.

In Marx v. Morris, the Wisconsin Supreme Court handed down one of the more notable Wisconsin business decisions in recent years. In this first of two articles, Drew Parrish and Robb Leach explore their top questions in the wake of the Marx decision.

Many U.S. companies may be unaware of the cost savings and other benefits from taking advantage of foreign trade zone programs. Ngosong Fonkem discusses how the programs can be an effective strategy for companies seeking to adapt to ever-changing trade environment.

In a recent ruling, the Wisconsin Supreme Court weighed in on the rights and obligations of members in a limited liability company. Willie Boucher discusses the ruling and its potential impact for LLCs in Wisconsin.

Throw away your assumptions. Matthew Lynch, a former private practitioner who recently switched to government work, offers a few tips on communicating with government regulator

With tariffs and international trade in the news on a nightly basis, clients are paying close attention to the impact tariffs have on their business – especially if any of their supply chain relies on imports from abroad. Collin F. Schaefer encourages lawyers to take an important first step to helping those clients by learning to understand the Harmonized Tariff Schedule.

Companies increasingly face lawsuits, organizational distrust, and reputational loss as women speak out about discrimination in the workplace. Nadelle Grossman discusses some of the latest high-profile discrimination cases, and offers tips for companies to be proactive in creating cultures of inclusion and fairness.

A recent Court of Appeals case drove home a point: That choice of law provisions matter. Steve Mroczkowski discusses the case, which also proves the importance of front-end negotiations.

In 2021, the London Interbank Offered Rate – the benchmark reference rate that underpinned hundreds of trillions of dollars of finance contracts for three decades – will no longer be used. Patricia Lane and Louis Wahl IV discuss the cessation of what has been called “the world’s most important number,” and offer recommendations for addressing its cessation in credit agreements, securities, and other finance contracts.

Two recent court decisions have found descriptions of collateral in financing statements to be inadequate because they relied on separate documents that were not on the public record. Emory Ireland discusses these decisions and their implications.

Section 1202 of the amended Internal Revenue Code of 1986 allows exclude up to 100 percent of the gain on sale of stock held more than five years, if such stock meets the definition of “qualified small business stock.” Jim Phillips discusses some of the requirements and traps of Section 1202.

Small business owners looking to exit their business are frequently encountering buyers who use the Small Business Administration 7(a) program to finance the purchase. Jeremy Klang discusses the unique aspects of this program, which affects how the small business owner may structure the transaction.

The Tax Cuts and Jobs Act of 2017 contained a powerful new tax incentive, albeit one of limited duration, intended to funnel capital to distressed communities. Michael Lokensgard discusses the details of investing realized capital gains into Qualified Opportunity Zones – census tracts that meet the U.S. Treasury Department’s definition of “low income.”

New 2017 Wisconsin Act 368 allows S corporations and partnerships to be taxed at the entity level – meaning potential tax savings for their owners. Thomas J. Nichols and James W. DeCleene discuss the act and its tax implications.

Did you know that the Americans with Disabilities Act applies to websites? Benjamin Streckert discusses the issue and shares tips for websites to become more accessible.

Obtaining a credit card or consumer loan as a married individual in Wisconsin actually requires compliance with multiple and complex areas of law. MaiVue Xiong discusses the framework lenders need to comply with obtaining and reporting credit, and the potential ramifications married consumers should know in Wisconsin.

Investing in a qualified Wisconsin business may provide certain tax benefits to individuals. Thomas J. Nichols and James W. DeCleene discuss these benefits and some potential pitfalls.

The EU’s new data privacy law, the General Data Protection Regulation, represents far-reaching changes that make it one of the strictest in the world. Randal Brotherhood discusses this new law and why U.S. businesses need to pay attention to it.

Annual legal reviews for nonprofit corporations can help maintain their tax-exempt status. James M. Ledvina outlines the steps to conduct legal reviews for a nonprofit entity, and discusses why they are necessary.

When drafting a contract to sell or purchase a business, attorneys often use the form “WB-17 Offer to Purchase – Business Without Real Estate” from the Wisconsin Department of Regulation and Licensing. J. William Boucher discusses important addendums to suit the needs of buyers or sellers when using the form.

With a decision in a recent case, the Wisconsin Supreme Court imposed significant limitations on employers who use non-solicitation provisions in employment contracts. Jeremy Klang discusses the decision and what it means for businesses in Wisconsin.

A professional services contract is a fairly standard document, but failure to set proper expectations and deliverables can easily lead to disputes or misunderstandings. Walter Skipper gives 15 tips for consultants to protect themselves from potential claims and disputes.

For new businesses considering going nonprofit, there’s a new alternative in Wisconsin – the benefit corporation. Thomas Schober discusses the details of this new type of corporation.

The passage of the Tax Cuts and Jobs Act brings significant changes to the structure, financing, and agreements in mergers and acquisitions transactions. James Phillips details the more noteworthy provisions that apply in 2018 and beyond.

Dissolving a corporation in Wisconsin can be a confusing process. Thomas Schober provides some useful steps to consider once a corporation is no longer needed.

Whilst the current administration has made reducing U.S. bilateral trade deficits the benchmark for measuring economic success, the export of certain goods, to certain end-users or destination country without the required export license can lead an an unaware U.S. exporter into legal trouble. Ngosong Fonkem gives practical tips for businesses to successfully navigate U.S. export regulations.

The vast majority of capital is raised privately through Regulation D, specifically under Rule 506(b) and the relatively new Rule 506(c). Lindsay Fedler discusses the requirements for issuers raising capital under both provisions, and why issuers have been slow to utilize Rule 506(c).

What are compliance programs? And why are they needed? Nadelle Grossman talks about corporate compliance programs, why companies of all sizes should have them, and how to create a program that successfully promotes ethical and compliant conduct among employees.

Some of the most powerful skills for practicing law come from lessons learned from those outside the profession. Clyde Tinnen talks about the lessons he learned from his grandparents and their wisdom that he uses on a daily basis.

After numerous delays, the U.S. Department of Labor has now partially implemented a new fiduciary rule for financial professionals providing investment services to retirement plans. Drew Parrish discusses the new fiduciary rule, its implementation status, and how the rule will apply.

The Wisconsin Legislature is considering adopting a new chapter of the Wisconsin statutes pertaining to benefit corporations. James DeCleene discusses the proposed legislation and how the Benefit Corporations Act, if adopted, would impact Wisconsin businesses.

While all companies address such key risk and governance concerns as cybersecurity and sustainability, other issues are more often overlooked. Joseph Masterson discusses several issues that should be given specific attention by midsize companies, whether public or private.

A recent, closely-watched decision by the United States District Court for the Northern District of California threw out trademark infringement claims against Silicon Valley giant Dropbox, Inc. based on the doctrine of laches. Henry Weiner says the decision serves as a useful warning against complacency and “gotcha” tactics in trademark enforcement for businesses, big and small.

The Wisconsin Legislature and Supreme Court are considering sweeping changes to the processes by which administrative rules are developed and interpreted in Wisconsin. Michael Lokensgard discusses the current rules and how they may change.

On Feb. 2, 2017, Delaware Governor John C. Carney Jr. signed Delaware Senate Bill 13 (SB 13) into law, substantially reforming Delaware’s infamous escheats law. Patricia Lane and Louis Wahl discuss SB 13 and its impact on the rights and compliance obligations of individuals and businesses subject to Delaware’s escheats law.

The Wisconsin Supreme Court has approved a pilot program to create a dedicated trial court judicial docket for large business and commercial cases in the state of Wisconsin. Brick Murphy discusses the program and support from the Business Law Section.

The Consumer Review Fairness Act of 2016 takes effect March 14, 2017. The act prohibits non-disparagement provisions in form contracts that are imposed on an individual without a meaningful opportunity to negotiate. Emory Ireland and Maximilian Traut discuss what businesses need to know about the act.

Recent guidance from bank regulators makes clear that cybersecurity risk assessments will be an increasing area of focus. Matt Rowe summarizes the latest guidance and how bank management teams can use it to mitigate cybersecurity risk at their institutions.

The Defend Trade Secrets Act of 2016, which establishes a new federal civil cause of action for trade secret theft, represents one of the most significant events in trade secret reform in years. This new law toughens and modernizes trade secret law in numerous respects, and provides an additional tool for businesses and their legal counsel to protect trade secrets.

The Business Law Section has established a new blog to provide its members with valuable information on issues important to attorneys engaged in business law.