Business & Corporate Law

Introduction: If you’re a small business owner, you’ve likely heard about the proposed rule by the Federal Trade Commission (FTC) to ban non-compete clauses. You might be wondering what this means for your business and what you should do if the rule becomes law. Let’s break it down.

Understanding Non-Compete Clauses: Non-compete clauses are those provisions in employment agreements that seek to prevent employees from working for a competitor or starting a similar business after leaving your company. This
Continue Reading Proposed FTC Rule on Non-Competition Clauses

Recently, in June 2023, the Wisconsin Assembly passed Assembly Bill 304 (the bill is numbered SB 332 in the Wisconsin Senate). That bill makes several significant changes to how the state regulates its storied and substantial alcohol industry. The proposed law affects nearly every level of the Wisconsin alcohol industry from the licensing, producing, selling, and distribution of alcoholic beverages. For instance, bartenders will now have to be licensed by the state instead of by their local municipality.

Continue Reading Wisconsin’s Proposed Alcohol Regulations: Major Reforms Impacting the Industry

Earlier in Stafford Rosenbaum’s Wisconsin Fair Dealership Law blog series, we explained that the WFDL extends good-cause, notice, and opportunity-to-cure protections to an extraordinarily diverse set of businesses, including beauty product wholesalers, lawn and farm equipment distributors, and even municipal contractors. That said, the statute and case law have created specific and limited exceptions to the range of businesses that can claim protection under the WFDL.

Motor Vehicle Dealerships

Section 135.07 provides that the Wisconsin Fair Dealership Law
Continue Reading The Wisconsin Fair Dealership Law Enters Its 50th Year: Excluded Relationships

The sale of a Registered Investment Advisor (RIA) involves various critical considerations, with the purchase price being one of the most significant. In connection with the purchase price, the seller of an RIA will often encounter the concept of a contingent purchase price, commonly called an “earnout.” In a business acquisition, an earnout is a payment arrangement where (i) a portion of the consideration paid by the buyer to the seller is not delivered until after the closing and
Continue Reading An Introduction to Earnouts for the Seller of a Registered Investment Advisor

On June 29, 2023, the U.S. Supreme Court issued its monumental decision in Students for Fair Admissions, Inc. v. Harvard and Students for Fair Admissions, Inc. v. UNC (SFFA opinion). The Court’s decision dominated headlines for weeks, and passionate public discourse has ensued over its impact among government officials, academic institutions, the media, and citizens. The Court’s decision included not-so-subtle clues as to how this Court will interpret similar provisions under Title VII of the Civil Rights Act of
Continue Reading Will U.S. Supreme Court Ban Corporate Diversity, Equity, and Inclusion Initiatives?

The Wisconsin Fair Dealership Law (WFDL), Wis. Stats. § 135.01 et seq., is triggered only when a grantor takes or plans to take an action that has considerable impact on the relationship with its dealer. Whether that action is termination, cancellation, non-renewal, or substantially changing the competitive circumstances of the relationship, needless to say, the stakes are generally very high for the dealer. It is thus no surprise that the statute affords protected dealers significant remedies to redress the
Continue Reading The Wisconsin Fair Dealership Law Enters Its 50th Year: Remedies

Illinois Governor, J.B. Pritzker, recently signed the Employee Background Fairness Act into law, bringing significant changes to the hiring practices of employers in the state under the Illinois Human Rights Act. This law aims to ensure fairness in the employment process by prohibiting employers from disqualifying job applicants based solely on their conviction records, with a few exceptions. As an employer in Illinois, it is essential to familiarize yourself with the key aspects of this law to comply with
Continue Reading The Illinois Employee Background Fairness Act

The protections conferred by the Wisconsin Fair Dealership Law extend beyond good cause. The WFDL expressly requires that a grantor issue a dealer proper notice with an opportunity to cure prior to terminating, not renewing, cancelling, or substantially changing the dealership. As discussed in our previous post, what constitutes proper notice turns, in part, on the underlying issues that motivate the grantor’s effort to change or discontinue relations with the dealer. But regardless, in most circumstances, a grantor
Continue Reading The Wisconsin Fair Dealership Law Enters Its 50th Year: Notice and Cure

One of the first discussions I have with new business clients is about how their assets are held and if they have sufficient insurance for the risk that they have in the operation of the business. Oftentimes, businesses don’t recognize that they are at risk because insurance agents are not required to tell you what insurance you need to protect yourself from specific risks. Unless you pay an insurance professional a separate fee to advise you on what insurance
Continue Reading Insurance and Multiple Entities: Two Necessary Evils?

The concept of cryptocurrency has been with us since at least 2009. News about various cryptocurrency offerings, and exchanges, seems to be everywhere in news feeds today – sometimes not for the best reasons, such as the collapse of FTX, a so-called cryptocurrency exchange. How could something that seems so volatile be worthy of consideration as loan collateral? It’s a Digital and Decentralized Medium of Exchange At its most basic, cryptocurrency is often defined as a digital, encrypted,
Continue Reading Cryptocurrency as Loan Collateral? Actually – Yes

On April 5, 1974, Governor Patrick Lucey signed the Wisconsin Fair Dealership Law into law, hailing it as the Magna Carta for small businesses. In his words, the WFDL was enacted to “protect the thousands of small businessmen in Wisconsin” who operate “filling stations, building materials and supply houses, lumber yards, sports equipment stores” and a variety of other businesses. The statutory text expressly identifies the promotion of fair business relations and protection from oppressive conduct among its principal
Continue Reading The Wisconsin Fair Dealership Law Enters Its 50th Year: An Introduction

Starting a business can be a daunting task, especially when it comes to choosing the right business structure. Three common options are sole proprietorships, DBAs, and limited liability companies (LLCs). While each structure has its advantages and disadvantages, understanding the differences between them is important to help you make an informed decision.

A sole proprietorship is the simplest and most common business structure. In reality, it isn’t a business structure at all.  It is a business owned and run
Continue Reading What is the Difference Between a Sole Proprietorship, a DBA, and an LLC?

We as attorneys are described in many ways. Sometimes flattering, sometimes not. But one way to describe us that will always fit is “constant learners.” The law is notorious for moving slowly, but it is always moving. Occasionally, there is a sea change, but often it is through constant tweaks. There are the laws (we like to call them statutes or ordinances depending on who passed them) created by legislatures. There are regulations created by administrative bodies. Then there
Continue Reading Spell It Out For Me

The legislature last year passed 2021 WI Act 258, which completely rewrote the limited liability company statutes, Wis. Stat. chapter 183.

The law also:

  • rewrote the limited partnership statutes (Wis. Stat. chapter 179);
  • made substantive changes to the general partnership statutes (Wis. Stat. chapter 78); and
  • revised the corporation and nonstock corporation statutes (Wis. Stat. chapters 180 and 181).

With tens of thousands of new LLCs formed in Wisconsin each year, chapter 183 governs more than 90 percent of
Continue Reading Drafting LLC Operating Agreements Post Act 258

On Oct. 26, 2022, the Securities and Exchange Commission (SEC) voted on a final rule amendment approving major changes for mutual fund and exchange-traded funds (ETFs) registered on Form N-1A (open-end funds or funds).

The final rule, “Tailored Shareholder Reports for Mutual Funds and Exchange-Traded Funds,” requires these fund companies to compose “concise and visually engaging” reports that emphasize key information for retail investors.

According to SEC Chair Gary Gensler, the shift is related to important
Continue Reading SEC’s New Requirements for Shareholder Reports: What Lawyers Should Know

After a long hiatus from this blog, I decided it was time to revisit S-Corps. If you are unfamiliar with S-Corps, go check out Collin’s first and second posts on S-Corps, which provide helpful context. With the foundation laid for the basics of S-Corps,  we can turn to the main focus of this post: electing to be taxed as an S-Corp and maintaining that status.

The election part is relatively easy. File Form 2553 with the IRS. Assuming the
Continue Reading Checking in on S-Corps