Business & Corporate Law

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…
In negotiating a typical loan agreement, the lender and borrower will spend much of their time on the terms of financial covenants – those provisions within the loan agreement which provide the lender with means to measure the financial wherewithal of the borrower and the borrower’s ability to ultimately repay the loan. Other than loan pricing, financial covenants are probably the most heavily negotiated terms of loan agreements, and lenders and borrowers routinely spend hours putting numbers into various formulas and negotiating appropriate thresholds. While lenders and borrowers dedicate a significant amount of time to covenant formulas, they tend to…
There has been a trend recently in the state of Wisconsin, and elsewhere, for attorneys to file lawsuits against hotel owners alleging that their websites are in violation of the Americans with Disabilities Act (“ADA”) because they are not accessible to disabled individuals. Specifically, the complaints allege that the hotel websites are in violation of the ADA because they fail to identify accessibility features, do not allow for booking of accessible rooms, and do not provide sufficient information regarding accessible rooms and amenities at the hotel. Frequently, the attorneys bringing the lawsuits against the hotel owners will represent the same…
Today by Interim Rule the Treasury Department and Small Business Administration jointly made it much easier for some Paycheck Protection Program (“PPP”) loan borrowers to get forgiveness for their loans.  If the PPP loan amount is $50,000 or less, the borrower can get full forgiveness to the extent that the loan proceeds were used for purposes permitted under PPP.  Such borrowers can ignore any reductions in full-time equivalent employees or reductions in employee salary or wages that would otherwise apply.  Under the PPP, borrowers who have spent all of their PPP loan on permitted expenses still faced reductions in their…
As the COVID-19 pandemic continues, boards of directors for Wisconsin corporations are confronting conflicting duties: Boards need to provide an annual meeting of the corporation’s shareholders, but they must also try to keep shareholders safe while attending the meeting. These conflicting duties inevitably raise the question of whether a virtual meeting of the corporation’s shareholders is legally permissible. Wisconsin Business Corporation Law The Wisconsin Business Corporation Law (WBCL) has not historically provided for virtual shareholder meetings. However, several sections of the WBCL were amended in 2017 with regard to remote shareholder meetings.1 Wisconsin statutes now allow a corporation’s board…
The convenience, ability to cost compare, and wider selection are a few of the reasons why online sales have exploded in recent years. COVID-19 has further contributed to the already-stressed traditional brick-and-mortar shopping experience, as retailers – including sellers who’ve never been in the retail business – find ways to sell everyday household items, from jewelry, makeup, and clothing through easily accessible online platforms such as Facebook Live. These days, if you are a part of a Facebook sales group, it seems your newsfeed is constantly flooded with sellers selling their retail items at all hours of the day and…
On August 8, 2020, President Trump signed an executive order in the form of a memorandum directing the Secretary of the Treasury to allow employers to defer the withholding, deposit and payment of a certain portion of social security taxes in light of the ongoing COVID-19 pandemic. Notice 2020-26 permits employers to implement the president’s order. Notably, the IRS guidance still leaves employers responsible for collecting the tax from employees and for interest and penalties if the employers are unable to collect the tax after the deferral period. In a time of economic and political uncertainty, employers should carefully weigh…
The coronavirus pandemic has forced most of us to stay home, and as a result, we are all looking for hobbies to pick up while we are social distancing. For some, quarantine hobbies have become Netflix binge watching or mastering bread baking. For others, creative passions and hobbies such as selling handmade crafts on Etsy or unwanted junk on eBay have become sources of income. If you are dabbling in a quarantine hobby that produces income, this article describes some good business practices that are important for every business. Be sure to also check out Part 1 of our series…
We know there are many different types of business lawyers. Everyone has their own areas of expertise, from business transactions to business litigation. An often overlooked, yet essential area of business law is where business law meets estate planning – at the intersection known as business succession planning. Business Succession Planning Business succession planning is planning ahead for changes in the ownership and management of a company after the owner becomes incapacitated or dies. Ideally, all estate plans for business owners will include a business succession plan, but this is not always the case. An estate-planning lawyer might assume a…
Guess what often increases in the fourth quarter of every year? Buying and selling of businesses. Guess what else can increase during a recession? Yup, buying and selling of businesses. The first trend is not a surprise. You can close at the end of the calendar year, which is also the end of many a company’s fiscal year. But in a recession? Yup, we see a trend here too. Because some companies do really well during a recession (if you are selling PPE or do sanitation, you are kind of busy right now) so they have cash. On the other…
As the end of summer approaches, many companies are struggling with the uncertainty surrounding the availability of employees with school-aged children. 2019 Wisconsin Act 185, enacted and effective as of April 15, 2020, provided a framework for establishing a return by students to in-person attendance. Pursuant to the requirements contained within the Act, both the Wisconsin Economic Development Corporation and the Department of Public Instruction were required by June 30, 2020, to provide certain guidance to the state pertaining to business or school operations on a go-forward basis. The WEDC’s report identified three priorities for the state. First, the…
While the articles of incorporation may alter these duties, Wisconsin law requires a corporation to indemnify a director or officer (D/O) for all reasonable expenses incurred in defending a lawsuit when: the D/O was a party in the suit because he or she was a D/O of the corporation and the D/O was successful on the merits or none of the following applies: the D/O willfully failed to treat the corporation fairly in a transaction in which the D/O had a material conflict of interest; the D/O’s conduct was in violation of criminal law, unless the D/O had reasonable cause…
Unfortunately, some Wisconsin businesses will not make it through the ongoing COVID-19 crisis unscathed. Employers laying off significant numbers of employees must understand their obligations under the Wisconsin Business Closing and Mass Layoff Law (WBCML). Generally, employers subject to WBCML are required to notify the Department of Workforce Development (DWD), any affected employee, any related collective bargaining unit representative, and the highest official of the municipality in which the affected employment site is located, no later than 60 days prior to a business closing or mass layoff.1 Employers Subject to WBCML Not every employer is subject to the WBCML…
In these unprecedented times, we recognize the need for information that addresses the legal impact of the coronavirus pandemic and its impact on the practice of business law in Wisconsin. Kieran O’Day, Marquette Law School May 2020, is a law student currently serving as a law clerk at Schober Schober & Mitchell S.C. in New Berlin. For this reason, we are providing links to the Wisconsin Business Law Blog, with permission of author Kieran O’Day in the COVID-19 section of the Wisconsin Business Law Blog from Schober Schober & Mitchell, S.C., in New Berlin, Oconomowoc, and Racine. See these recent articles:…
Most people don’t stop to think about whether clicking a box that says “I agree” is truly an enforceable commitment, because it’s so commonplace now in both business and our personal lives. In fact, 20 years ago there were only piecemeal laws to back up an electronic signature,1 but now both state and federal legislatures have enacted protections for e-signed documents.2 But how did Wisconsin get there, and what does the law of e-signed contracts look like today in Wisconsin? This blog article will briefly explore Wisconsin’s enactment of the Uniform Electronic Transactions Act (UETA), including the bill…