Business & Corporate Law

Earlier this year, the Wisconsin Legislature passed Act 258, which will bring updates to Wisconsin’s LLC Law. These changes are set to take effect on January 1, 2023. At a high level, the major updates include the following:

  • An operating agreement, like it or not. Under the old LLC Law, if a Wisconsin LLC did not have an operating agreement (the governing document for an LLC), then the law set defaults that would dictate the governance of the

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    With the update of the Wisconsin business entity statutes through 2021 Wis. Act 267, there are now four different types of transformational mechanisms under Wisconsin law for business entities: mergers, interest exchanges, conversions, and domestications. Domestications are new. Domestications are similar to but distinct from​ conversions. Given the way the term “domestication” is used to refer to a variety of transactions that are not “Wisconsin domestications,” one needs to be careful when seeing or using the label domestication
    Continue Reading Domestication and Conversion under the Wisconsin Business Entity Statutes

    When advising clients on forming new companies, the question comes up about where to form the company. Should the client form the company in the state where their business is located (Wisconsin most of the time), or somewhere else? When the client elects for “somewhere else,” their entity is considered a “foreign entity.” This means the entity was formed in one state and is doing business in another state. There are a variety of reasons why a client might
    Continue Reading Foreign Entity Registration: What and Why?

    Under new Wisconsin laws coming into effect soon, some important rules governing how limited liability companies (LLCs) operate will change. This article will describe some of the key changes, what LLC owners need to be thinking about, and some approaching deadlines for those wishing to be governed under the “old” rules.

    The New LLC Law

     On April 15, 2022, Wisconsin enacted new laws for LLCs. The legislation – 2021 Wisconsin Act 258 – will completely replace the existing LLC
    Continue Reading LLCs: The Next Generation Under Wisconsin Law

    On April 15, 2022, Wisconsin enacted a new business entity law, 2021 Wisconsin Act 258, that introduced significant changes. Chapter 183 governing limited liability companies (LLCs) organized under Wisconsin law was completely removed and replaced with a new statute based on the Revised Uniform Limited Liability Company Act already adopted in some form by other states. The Wisconsin Department of Financial Institutions (WDFI) recently posted new forms on its website and the Wisconsin State Legislature archived the old version
    Continue Reading New Statute to Replace Chapter 183 for Wisconsin LLCs

    Last year in this blog, I wrote an article on Environmental, Social, and Governance (ESG) programs. As I wrote then, momentum is building for companies to adopt environmental, social, and governance—or ESG—programs​. Investors, as well as customers, suppliers, employees, and proxy advisors (among others) have all increased pressure on companies to advance their ESG efforts.

    In the July 2021 article, I gave the example of hedge fund Engine No. 1, which successfully elected three directors to ExxonMobil’s board,
    Continue Reading Disclosure of Climate Risks: Not Just for Public Companies

    Enacted on April 15, 2022, and published the next day, 2021 Wisconsin Act 258 repealed and replaced Chapter 183 of the Wisconsin Statutes, which governs limited liability companies. The updated statute completely replaces the prior LLC statute in favor of one that closely follows the Revised Uniform Limited Liability Company Act (RULLCA), making Wisconsin one of 23 states to adopt some version of RULLCA, or have legislation pending to adopt it. This article will outline the changes to the
    Continue Reading LLC Statute Updates

    When buying a company, buyers often value them lower than what sellers think they are worth.  This is a natural and expected “tug of war” that goes on with most acquisitions.  It is rare that the parties agree on the value of a company without some negotiation.

    Third party financing also plays a significant role.  When buyers seek a loan from a seasoned bank, the bank is likely to lend money mainly on the value of hard assets of
    Continue Reading Buying A Business – “They’re Asking How Much?!”

    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