Business & Corporate Law

The Federal Trade Commission (“FTC”) has filed an appeal of the Texas ruling that halted enforcement of the proposed rule banning noncompete agreements (the “Rule”). The Rule, which was set to go into effect last month, has been halted nationwide since August 20, 2024. For more information on the Rule and its effects, see our previous KEW Tip, Last Minute Ruling Saves Noncompetes.

In August, a Texas federal court decided a challenge to the proposed Rule in Ryan LLC,
Continue Reading FTC Files Appeal to Save Noncompete Ban

Transaction practice lawyers constantly face a barrage of choices for their legal documentation when trying to provide quality, fast, and efficient legal services to their clients.

Most do not have the luxury of unlimited time and resources to provide these services. Often, practitioners look for existing materials to use as samples for documenting agreements between their clients and opposing parties.

One possible tempting option to address this predicament is to use the so-called real estate practitioner preprinted form agreements
Continue Reading Wisconsin Real Estate Board Business Purchase Agreements: Traps for the Unwary

The diocese has petitioned for review before the US Supreme Court the Catholic Charities decision by the Wisconsin Supreme Court.
Note: All the filed materials with the US Supreme Court are available at the court’s public docket for this case.
In its decision, Catholic Charities v. LIRC, 2024 WI 13, the Wisconsin Supreme Court held that non-profit entities affiliated with the diocese (but not actually funded by the diocese) were not exempt from paying unemployment taxes
Continue Reading Catholic Charities of Wisconsin might be going to the US Supreme Court

As an extension filer for almost the entirety of my adult life, I’m all too well aware that while the US Treasury might give you an extension on the time to file, there is never an extension of the time to pay your taxes. This applies to income tax and excise tax – and if you’re a distillery that is subject to a bond requirement because your excise tax remittances and production volumes are high enough, ensuring you have
Continue Reading Breaking Bond – Why Withdrawal Coverage Matters For Your Distillery

“If I have seen further, it is by standing on the shoulders of Giants,” said Sir Isaac Newton of the contributions his predecessors made to his own work.1

The same might be said by a young physician today, reflecting on the legacy of those who pioneered the free-standing ambulatory surgery center (ASC), just over 50 years ago. Little could those early innovators imagine the complexity and scope of the procedures now performed in this type of facility.

As
Continue Reading Succession Planning for Ambulatory Surgery Centers and Their Physician Investors

As you know, the Federal Trade Commission (FTC) previously issued a rule that would ban most employee noncompetes throughout the United States.  See our previous updates NLRB Seeks Aggressive Enforcement Against Employers for Unlawful Non-Compete and “Stay-or-Pay” Provisions, Breaking News: Federal Court Halts FTC Noncompete Ban, The FTC’s Ban on Noncompetes Remains Imminent for Most Employers as Legal Challenges Continue, and Breaking News: FTC Finalizes Nationwide Noncompete Ban.  However, a few weeks prior to the
Continue Reading Breaking News: Noncompete Ban Not Dead Yet!

The Corporate Transparency Act (CTA) remains in effect, and, as a result, many entities are required to submit filings to the federal government by the January 1, 2025, deadline. A failure to timely file may result in civil and criminal penalties.

Under the CTA, a “reporting company” must file a Beneficial Ownership Information Report (“BOIR”) with the Financial Crime Enforcement Network. The BOIR discloses personal information about the “beneficial owners” of the reporting company and business information about the
Continue Reading Reminder: CTA Filing Deadline Looming

As a result of key cases decided in recent years by the Delaware Chancery Court, the Delaware legislature adopted new statutes, which were signed into law by the Governor of Delaware. A Foley & Lardner article in its corporate governance blog details the adoption and considerations related to the cases and the new law. Summary of Cases and Statutes in Delaware Clyde Tinnen, Columbia 2006, is a partner in the Milwaukee office of Foley & Lardner LLP.
Continue Reading Changes to Delaware Law for Mergers and Acquisitions – Will Wisconsin Follow Suit?

There are impending deadlines under The Corporate Transparency Act (the “CTA”), which is a new Federal law that will impact almost all closely-held entities, such as LLCs, corporations, and limited partnerships.

For more information about the CTA, please read our previous Legal Update: What You Need to Know About The Corporate Transparency Act.

Filing Obligations and Deadlines
Entities formed before January 1, 2024, must file their initial report by January 1, 2025. For entities formed on or after
Continue Reading Filing Obligations and Deadlines for The Corporate Transparency Act

Posted on October 03,2024 in Business Law
Corporate bylaws govern a Wisconsin corporation’s internal operations. They are generally drafted by an attorney before a company’s initial incorporation. While a company’s articles of incorporation are filed with the Wisconsin Department of Financial Institutions (FDI), the bylaws are an internal legal document governing important aspects of how the company is run and are not filed with the FDI. Although Wisconsin business law does not require bylaws, they contain important company policies
Continue Reading How May a Wisconsin Corporation Make Changes to its Bylaws?

Commercial Lease Disputes For Milwaukee Businesses
 Posted on September 26,2024 in Commercial Litigation
Leasing commercial space is one of the most important aspects of running a business. However, when disputes arise between landlords and tenants, the conflict can disrupt operations, hurt relationships, and lead to expensive legal battles. Whether you are a landlord dealing with tenant nonpayment issues or a tenant dealing with unfair lease terms, navigating a commercial lease dispute requires a thorough understanding of both Wisconsin law
Continue Reading Commercial Lease Disputes For Milwaukee Businesses

In last week’s post, we talked about the Connelly case before the U.S. Supreme Court, which involved a fight between an estate and the IRS about whether money from a Key Person Insurance policy (that a company takes out on the lives of its shareholders) should count toward the company’s fair-market valuation for the purposes of estate taxes for the shareholder’s estate. The link for last week’s post can be found here.

With the context and case last
Continue Reading Connelly: How to Pull the Wrench from the Works

Do I Need a Business License to Operate in Milwaukee?
 Posted on September 23,2024 in Business Law
Many businesses in Milwaukee are required to obtain a business license before they can legally operate. Whether you are starting a restaurant, retail store, or professional service firm, a license is often necessary to ensure your business complies with local regulations. Even home-based businesses or online operations may need certain permits depending on the type of work you do.

Checking the specific
Continue Reading Do I Need a Business License to Operate in Milwaukee?

Just about every business lawyer will negotiate commercial contracts on behalf of their clients. This can be daunting for a new lawyer, particularly because the client will frequently know more about what needs to be in these contracts than they do.

This article aims to demystify the process, providing practical tips and insights to empower new lawyers and attorneys new to business law to negotiate and counsel on commercial contracts with confidence and competence.
What is a Commercial Contract?
Continue Reading 101: How to Negotiate a Commercial Contract for Your Client

Certainties of life include birth, death, and taxes, and for attorneys, continuing legal education (CLE) reporting requirements.​

CLE credits are a critical constant for attorneys, not just a duty as part of being a professional, but essential for maintaining a professional edge and upholding standards of competence and responsibility.

Previous articles, like this one from Nov. 15, 2023, InsideTrack, discuss various methods for earning CLE credit that you may not know about, such as: Whether you are a
Continue Reading Paths to CLE Opportunities

The 2023-24 Wisconsin legislative session concluded months ago. It began like the 2021 -22 session ended, with a Democratic governor, large Republican majorities in both houses, and a $4 billion state budget surplus. Over 2,000 bills were introduced, with less than 12% becoming law, and Gov. Tony Evers continued his record-setting veto pace.

Despite that, some construction-related ideas became law.
2023-25 State Budget
The state budget deliberations take up most of the first half of odd-numbered years,
Continue Reading More Heat than Light: New Laws Affecting the Construction Industry