Business & Corporate Law

The American Rescue Plan Act of 2021, signed into law on March 11, 2021, established the Restaurant Revitalization Fund (RRF). The RRF earmarks $28.6 billion in grants to restaurants, bars, breweries, wineries, distilleries, caterers, food trucks and similar businesses. The Small Business Administration (SBA) will administer the RRF and provide the grants, which are intended to cover a business’s total pandemic-related revenue losses. Timing Be ready to act fast: The SBA will generally award grants to eligible entities in the order that applications are received. Like the first round of the Paycheck Protection Program (PPP), there is expected to be…
With the new Biden Administration’s trade policy taking shape, one area of significant importance for businesses to pay attention to is the administration’s stated goal of pursuing a “human rights” focused foreign policy. This is of particular importance, because U.S. foreign policy goals often drive U.S. trade policy, and a human rights-centered foreign policy signals an intensifying of trade measures against entities, individuals, business sectors, and countries that the U.S. government believe are acting against U.S. foreign policy goals. One such area that will likely see an increased scrutiny by the U.S. government are transactions that could be deemed to…
As many lawyers with business clients are aware, laws applicable to the protection of personally identifiable information (PII) seem like large, gray clouds hanging over customer and business transactions – both ominous and yet undefined. Given the changes associated with the protection of PII, the question becomes how best to comply. But an even more preliminary question each firm should ask – in actuality, should deeply assess – is what information does it need to keep in its systems on its customers? Why over What The bare fact of the matter is that the less data a firm has in…
On February 25, 2021, Governor Evers signed 2021 Wisconsin Act 4, which became effective as of February 27, 2021.  In general, the new law takes a step toward modernizing Wisconsin’s unemployment system after more than a decade with no upgrades. In addition, the legislature took the opportunity to attach language as it relates to immunity for civil liability for COVID-19 exposure. The immunity-related language reflects compromises that were struck between the Evers administration and the legislature. Included in the new legislation is limited liability protection for businesses, schools, and churches when someone has been exposed to and contracted COVID-19. Now,…
Farmers know there’s going to come a day when they’re no longer around to run their farms – and they know they should have plans in place for when that day comes. But farmers often delay planning because it forces them to think about difficult topics and make difficult decisions. The first step to beginning a succession plan is to pull together a team to help build and implement a plan. The team should consist of trusted professional advisers, successors who will continue the farming legacy and other family members to help make those difficult decisions. Having a strong team…
The Center for Health and Wellness Law, LLC helps a lot of start-ups. The founders of these newly formed businesses often have methods or devices that they have invented, or logos, slogans or business names that are unique. Should they protect those inventions, logos, slogans or names? The short answer is yes. But the long answer requires diving into whether the wellness professional is willing to invest their resources in obtaining such protection. It can be a long, expensive, and grueling process, particularly for patents, and particularly if you go it alone. Here are some examples of intellectual property wellness…
The past year has been one of immense challenges for businesses of all types and sizes throughout Wisconsin. The COVID-19 pandemic created financial and operational stresses for businesses dealing with forced closures due to governmental orders, sick employees, supply chain shortages, distribution constraints, and other disruptions. Civil unrest due racial and political tensions have further strained businesses across the state with property damage, lost sales, and other problems. Businesses Challenged These challenges generated legal questions for impacted businesses, including contract, employment, real estate, insurance, and regulatory concerns. Legal difficulties create further financial and operational burdens. While larger businesses may have…
Bankruptcy filings are expected to surge in the near future as a result of the COVID-19 pandemic.1 While bankruptcy filings for 2020 ended up being lower than levels seen in 2019, some experts believe this is due to federal and state relief programs aimed at curbing the effects of the pandemic as well as a reduction in consumer spending and credit.2 As mortgage forbearance ends and repayment expectations resume, many expect bankruptcy filings to steady or even exponentially rise in 2021.3 There is some expectation of bankruptcy reform to help alleviate the pressure on debtors,4 but…
In 2016, the Department of Justice (DOJ) and Federal Trade Commission (FTC) jointly issued anti-trust guidance treating no poach or wage fixing agreements as possible criminal violations of the Sherman Act. Two health care related entities have now become the first to face criminal prosecutions under the 2016 Guidance. Sherman Act Very broadly, the Sherman Act, which was passed in 1890, is one of the core federal antitrust laws. It prohibits “every contract, combination, or conspiracy in restraint of trade” and “any monopolization, attempted monopolization, or conspiracy or combination to monopolize”. In practice, the Sherman Act doesn’t prohibit every restraint…
A little less than a month ago, the IRS reversed its original  position, and stated that businesses can deduct expenses paid for with the proceeds of a forgiven Paycheck Protection Program (PPP) loan, as further detailed here.  However, in guidance issued on Friday, the Wisconsin Department of Revenue clarified that expenses that are paid with the forgivable PPP funds (in the first round) are not deductible for Wisconsin income/franchise tax purposes and must be added back to Wisconsin income in the year incurred or paid. Therefore, unless the legislature acts, businesses that have received PPP loans may find themselves…
On Friday, Jan. 1, 2021, one of the last acts of the 116th Congress was to override a presidential veto of the fiscal year 2021 National Defense Authorization Act (NDAA). While this action was notable and somewhat historic in itself, it also passed into law the Corporate Transparency Act of 2019, which was amended to the NDAA earlier in the session. The New Corporate Transparency Act The Corporate Transparency Act, or legislation similar to it, has been introduced in the past few congressional sessions as a tool to fight money laundering and “other misconduct” through the use of limited…
After having survived the necessary and unorthodox steps to continue practicing in a COVID world, some of us are ready to return to the office. In fact, the idea of adapting your legal practice to a virtual format is not a novel idea – and was adopted by some firms in pre-COVID-19 times. Now, under COVID-19, the idea of a virtual practice is now a reality for many of us in the legal profession. Yet, as sporadic COVID-19 spikes continue in different areas around the country, deciding whether to permanently return to a normal workspace is a common question. What…
Businesses don’t typically enter into contracts thinking that one of the parties will breach and the matter will end up in court. As a result, the provision dealing with where the parties must litigate a dispute, known as a forum selection clause, often does not get the attention it deserves. It does not help that the provision is usually buried in boilerplate language near the end of the contract. The forum selection clause specifies where the parties must litigate disputes arising under the contact. Businesses entering into contracts with out-of-state parties use the provision to ensure that a dispute will…
On November 18, the Internal Revenue Service (IRS) issued Rev. Rul. 2020-27 regarding the ability of businesses that received Paycheck Protection Program (PPP) loans to deduct expenses. The PPP was created in April of 2020 to provide financial support to small businesses struggling during the COVID-19 pandemic. The new guidance states that if a business’s PPP loan is forgiven, any otherwise deductible expenses that were paid using the loan, such as payroll or rent, are not deductible for income tax purposes. Usually, these types of expenses are deductible when paid with revenue generated directly from the business. However, the IRS…
On Tuesday, November 17, 2020, Public Health Madison & Dane County (PHMDC) issued Emergency Order #10 (the Order). During the press briefings, the PHMDC consistently told the public and media that Order #10 prohibits indoor mass gatherings and limits outdoor gatherings to 10 people or less. The Order continued all of the prior restrictions, including a mask requirement for all individuals over the age of five (5) and limiting most businesses to 50% capacity. The Order further prohibits sports activities, competitions, group exercise classes, festivals, concerts, conferences and meetings. The Order went into effect at 12:01am on Wednesday, November 18,…
We help business owners buy and sell companies. It can be fun; it can be stressful. It always makes for a busy year end. Often, we first get asked about the deal once the buyer and seller have already found each other. Sometimes many of the terms are set. Great! Other times, a business owner comes to us and says, “I want to sell my business.” But they don’t know many details, like, to whom, for how much, or really, what is being sold. They do know they want it sold now though because they are tired. That is a…