State Bar/Section Blogs

The Financial Crimes Enforcement Network recently announced new regulations to crack down on criminal business enterprises. While not yet in force, changes are coming, and Maureen O’Leary suggests advising your business clients to maintain comprehensive corporate records in anticipation of meeting the new requirements.

The Federal Bureau of Investigation recently announced and increased focus on corporate crime. Rebecca Furdek and Sal Hernandez discuss FBI investigations and the steps Wisconsin businesses and their attorneys should take if they come under investigation– and provide tips on proactive measures to take now to strengthen their compliance.

Undoubtedly, the most significant impact of the Russian invasion remains unquestionably the humanitarian crisis it has created. Although the war seemed to have set in motion deglobalization forces that are disrupting global trade, a full demise ofglobalization as has been predicted is not likely. Instead, the more likely impact of the ongoing seismic trade shifts is a recalibration of engagement from North America and Western Europe away from Eurasia to other Global South regions such as Africa an

On June 23, 2020, the U.S. Securities and Exchange Commission (SEC) Division of Examinations (EXAMS) issued a risk alert based on 5 years of examinations of registered investment advisers that manage private equity funds or hedge funds.

Following a decade of effort from Wisconsin business lawyers, Gov. Tony Evers on April 15, 2022, signed 2021 Act 258 into law. Adam Tutaj discusses this Act, which streamlines, modernizes, and bring into uniformity five chapters of business entity law.

Under COVID-19, more businesses shifted to a more robust online presence – and subsequently, a stronger need to protect their business and brand names. Emilie Smith discusses the issue and steps to take when dealing with copyright and trademarks, and offers tips for best practices.

Legalese has been used excessively in contracts for too long. It creates an unnecessary hurdle that can be easily avoided by all contract drafters. Nicholas Fucinato discusses how legalese may cause readers to misinterpret language and lose the intent of an agreement.

While women are joining the legal profession in equal numbers as men, the proportion of women partners has increased only marginally since the 1990s. Kelly Gorman discusses recent studies that reveal what it takes to retain women in law firm positions.

For lawyers handling business acquisitions and divestitures, turning for help to outside professionals can lessen any issues that may arise. Eric A. Johnson discusses the types of professionals that can help lawyers smooth out complicated transactions.

The COVID-19 pandemic has impacted all aspects of business and commercial life – including leasing and subleasing office space. Joseph Mella discusses the new world of subleasing office space – and offers advice for lawyers who counsel would-be subtenants.

B Corps claim to be the gold standard for good business practices with respect to social and environmental performance, accountability, and transparency. Maureen O’Leary discusses the details of B Corps and benefit corporations in Wisconsin.

Many businesses and industries are attempting to keep their workplaces as safe as possible due to COVID-19, including making vaccination a condition of employment.

To offer securities or investment advice, broker-dealer agents have long been subject to continuing education requirements, but investment adviser representatives are not. That could change in 2022 or 2023. Deborah Fabritz discusses proposed educational requirements for investment adviser representatives.

As the end of the London Interbank Offered Rate draws near, market participants should consider available alternative reference rates. The Bloomberg Short-Term Bank Yield Index (BSBY) is emerging as a contender. Patricia Lane, Louis Wahl IV, and Corrie Osborne discuss two possible replacements: the Secured Overnight Financing Rate and BSBY.

Property can change hands multiple times soon after a sale. Ryan M. Billings discusses a recent court of appeals decision that clarifies the circumstances under which a subsequent owner can sue the original seller for fraud.

Is now the time to sell or gift a business before the end of the year? Maureen O’Leary discusses potential changes to gift, estate, and income tax laws, and why business owners might want to complete business transactions before the end of 2021.

Although pen-and-paper contracts are hardly extinct, the pandemic has accelerated the evolution toward electronic-only business transactions. Jennifer Budzien outlines the laws, requirements, and challenges.

Although pen-and-paper contracts are hardly extinct, the pandemic has accelerated the evolution toward electronic-only business transactions. Jennifer Budzien outlines the laws, requirements, and challenges of electronic records and signatures.

Divisive mergers have been available in some states since 2006. Jim Phillips discusses how divisive mergers provide a unique way to separate operations into discreet business entities by operation of law, rather than using bills of sale, deeds, and assignments.

Companies are increasingly implementing Environmental, Social, and Governance (ESG) programs. Nadelle Grossman discusses the rise of these programs, the reasons to implement them, and ESG program legal requirements.

How would a human rights-centered foreign policy impact U.S. businesses engaged in international trade? Ngosong Fonkem discusses compliance challenges and how companies can protect themselves from the inevitable increased trade measures that would ensue ensue from the policy shift.

Privacy Laws are fast changing, requiring companies to frequently adapt their web presence and online security schemes. Eric A. Johnson discusses how to help business clients keep their customer data safe.

In response to a need for assistance highlighted by the COVID-19 pandemic and other recent events, the State Bar of Wisconsin Business Law Section established the Small Business Assistance project. Peter Trotter talks about the project and encourages Wisconsin business lawyers to volunteer.

The COVID-19 pandemic has monumentally impacted businesses, and bankruptcy filings are expected to increase in 2021 as government aid runs out – affecting many Wisconsin businesses. Jennifer Knackert discusses key steps Wisconsin businesses should take when bankruptcy disrupts their supply chains.

The Corporate Transparency Act addresses the unlawful use of corporations and limited liability companies. Joseph Mella discusses how this newly adopted Act may also create an administrative burden for business law practitioners.

The idea of adapting your legal practice to a virtual format is not a novel idea – and under COVID-19, is now a reality for many of us in the legal profession. But should it be a permanent move, post pandemic? Stephen Hegedus discusses the pros and cons of virtual and traditional offices.

Certain accounting rule changes that take effect in late 2021 may significantly impact private companies and nonprofits. Michael Lokensgard details the updates, which will affect companies’ compliance with their loan covenants.

Many companies are holding virtual shareholder meetings due to the COVID-19 pandemic. Peter Trotter details the requirements of conducting a virtual shareholder meeting for Wisconsin corporations.

Facebook Live and similar platforms provide an easy and convenient way to sell and buy products, but may cause both sellers and buyers to overlook legal and tax requirements. MaiVue K. Xiong discusses the legal and tax requirements involved in selling andbuying in an online market in Wisconsin.

A succession plan for a business is an often overlooked, yet essential area of business law. Maureen O’Leary gives tips on setting up a successful plan and getting clients to look ahead.

Businesses face an uncertain labor supply heading into fall 2020, as school districts grapple with how to reopen. Ben Pliskie offers advice for employers planning for employee absences caused by school district attendance policies.

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.