Business & Corporate Law

This article was originally published on the O’Leary-Guth blog, Estate Planning Perspectives. It is republished here with permission. The Corporate Transparency Act was enacted by Congress on Jan. 1, 2021. The Act authorized the Financial Crimes Enforcement Network (FinCEN) to better track businesses in a broad attempt to prevent anonymous shell corporations and crack down on criminal enterprises that engage in money laundering, terrorism, drugs, etc. On Dec. 7, 2021, FinCEN issued proposed regulations that outline their new
Continue Reading Coming Soon: More Business Filing Requirements

​Based on recent remarks by U.S. Department of Justice (DOJ) leadership, many more companies should expect to face white collar criminal investigations in the months and years to come.

In October 2021, Deputy Attorney General Lisa Monaco stated that the DOJ “will urge prosecutors to be bold in holding accountable” corporate executives, and emphasized that many white collar crimes constitute national security threats.1 In March 2022, Attorney General Merrick Garland affirmed that “the prosecution of corporate crime is
Continue Reading The FBI is Investigating My Company: What Now?

​ Vladimir Ilyich Ulyanov, better known by his alias “Lenin,” was reputed to have observed that “there are decades where nothing happens; and there are weeks where decades happen.” Lenin could have hardly imagined that his words describing the Bolshevik revolution just over 100 years ago could be reflective of the seismic trade winds shifting through the tremoring 2020s that were catalyzed by the Russian Federations’ invasion of Ukraine on Feb, 24, 2022. The resulting impact of the invasion, which
Continue Reading Does the Russian Invasion Signal the End of Globalization or Merely a Recalibration?

Who has time to read those pesky terms and conditions anyway? As it turns out…they are worth paying attention to, particularly if you are in a position to be writing them or using them on a website.

If you are a new business owner starting up a website, terms and conditions should matter to you. In particular, the presentation of the terms and conditions to visitors of the website is of great importance. Even if you are just a
Continue Reading That’s a (click)Wrap

Non-profit organizations, by their nature, provide great value through their missions and services. That is at least part of the reason why they typically receive tax-exempt status, including under Section 501(c)(3) of the Internal Revenue Code (IRC). However, that tax-exempt status is fragile and contingent on meeting and maintaining certain requirements, and an organization can end up losing the status without intending to do so.

One of the requirements of 501(c)(3) organizations is that “no part of the net
Continue Reading What’s the Deal with 501(c)(3)’s? (Part 1)

On Friday, April 15, 2022, Governor Tony Evers signed 2021 Act 258 into law, codifying the Business Entity Package that has been spearheaded for more than a decade by the State Bar of Wisconsin Business Law Section.

Among other things, the Act amends and restates Wisconsin’s limited liability company (LLC) statutes (Wis. Stat. chapter 183) to reflect the Revised Uniform Limited Liability Company Act (RULLCA) approved and recommended for enactment in all the states by the Uniform Law Commission
Continue Reading Wisconsin’s New Business Entity Law Takes Effect Jan. 1

This article was first
published on the Foley & Lardner website. It is used here with permission. 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 (collectively, “private fund advisers”). On January 27, 2022, the EXAMS staff issued a follow up report detailing additional compliance issue observations: (A) failure
Continue Reading Observations from Examinations of Private Fund Advisers

Environmental, Social and Governance (ESG) initiatives gain in popularity every day and can be driven by boards of directors, investors, shareholders, employees and communities. Couple ESG initiatives with the increasing trend of environmental sustainability generally, and now we see that many companies desire to be viewed as leaders in environmental compliance among their peers. With these two popular trends in mind, the Wisconsin Department of Natural Resources (WDNR) offers a voluntary program for Wisconsin companies seeking to improve business
Continue Reading Wisconsin Department of Natural Resources’ “Green Tier” Environmental Program

Brand protection is essential to successful business operations. It is difficult to establish a recognizable brand if multiple businesses are selling the same type of product using the same or similar names or logos.

Since the emergence of the internet and digital marketplaces, businesses have come to recognize the importance of such protection, and have adopted practices and procedures to secure their intellectual property rights in brand names, logos, and taglines.

The recent COVID-19 lockdowns, which have forced many
Continue Reading Protecting Business and Brand Names on Virtual Platforms

My first interaction with legalese in a contract was similar to most.
“What did I just read? I’ll have to Google this. What is this sentence trying to say? That is an excessive number of commas. Do I need to learn Latin?”

This confusion is an unnecessary burden on all contract readers. Business leaders and lay people should not be puzzled by what was agreed upon in a contract. Moreover, the attorneys or judges who eventually interpret the meaning
Continue Reading Protecting the Client: Put an End to Legalese

2021 was the busiest year ever at Steimle Birschbach in terms of the number of transactions closed.  It was the second highest year in terms of total transaction dollar amounts.  We attribute this to a few consistent themes.

First, there was significant concern about a potential change in tax rates.  As you may recall, early in the Biden administration, there was talk of modifying capital gain tax rates to equal ordinary income tax rates for anyone with income in
Continue Reading 2021 Business Transactions Year in Review

According to recent data, the State Bar of Wisconsin currently has 64% male membership and 36% female membership. In the State Bar Business Law Section, those numbers are 73% and 27% respectively. However, breaking down those percentages by age group shows a more balanced male and female membership within the younger demographic.In addition,
according to the Minority Corporate Counsel Association’s (MCCA) Law Firm Diversity Survey 2021, female students are hired as associates in law firms in approximately
Continue Reading Addressing Retention: Steps to Keep Women in Law Firm Positions

Practitioners in smaller communities or those working extensively with small business need not be intimidated when clients seek to buy or sell businesses.There are resources available to help lawyers better understand issues that could arise during any such transaction, and to better educate attorneys as to when to seek help.Smoothing Out TransactionsAcquisitions are difficult for any size business, but they can be made smoother or made into bumpy rides depending on the outside advice obtained along the way.In most
Continue Reading Acquisition Checklist: Include Outside Professionals for Success

It is unquestionable that the COVID-19 pandemic has had far reaching, traumatic, and world-changing impacts. It is frankly challenging to think of any situation in our lives not touched in some way by the pandemic.Lawyers were sent scrambling almost from the first days of the pandemic, responding to the typical emergencies that arise when something as unexpected and wide-reaching impacted their clients. As our society has begun to adapt to life with COVID, our clients are also adapting and
Continue Reading Subleasing Commercial Real Estate in the Shadow of COVID-19

It is the end of the year, which means many of you are setting goals for 2022.  Good for you!  But it is also the time to make sure that your internal realities align with those goals.  Goal setting is fabulous.  Creating new action steps is fun and while reviewing what you have may not sound nearly as exciting, it may be what moves you forward.  You need to be aligned or all the pulls and pushes in different
Continue Reading Alignment of Rocket Power

As we enter the holiday shopping season, you may notice some businesses advertising that they are “B Corps.”

B Corps claim to be the gold standard for good business practices that try to inspire a “race to the top” with respect to social and environmental performance, accountability, and transparency.

Given all the buzz about B Corps, business owners may wonder if their business should consider becoming a B Corp, but is it just a marketing gimmick, or are there
Continue Reading Business B Corps Certification: Displaying a High Standard