Business & Corporate Law

(part 1 of 3)

This series of posts follows Collin’s earlier posts on Corporate Transparency. Thank you, Collin, for paving the way! For that helpful context, please see Collin’s posts here and here. The purpose of this series is to dig a little more into the “nuts and bolts” of who must be reported, the mechanisms for the reporting, and the timing of the reports.

As Collin lays out in his earlier posts, the Corporate Transparency Act (Act)
Continue Reading The Corporate Transparency Act is Here. Now What is Substantial Control?

Posted on January 15, 2024 in Mediation
In today’s fast-paced world, conflicts and disputes are inevitable. When individuals or businesses find themselves involved in civil disputes, they often turn to the legal system for resolution. However, civil litigation can be time-consuming, expensive, and emotionally draining.

Fortunately, there is an alternative method of resolving civil disputes that is gaining popularity: mediation. During this voluntary process, a neutral third-party mediator helps the disputing parties reach a mutually acceptable agreement. Mediation
Continue Reading Types of Civil Disputes That Can Be Resolved by Using Mediation

The landscape of Wisconsin’s alcoholic beverage regulations has recently undergone substantial changes with the revision of Wis. Stat. chapter 125. In this post we will be discussing one of the most substantial changes, specifically, the ability of breweries, wineries, and distilleries to offer beer, wine, and spirits (“full service retail” under the new statute) at their taproom/tasting room locations, subject to certain requirements (of course!). Read on for more information.

Historical Context:

Under the previous version of Wis. Stat.
Continue Reading Cheers to Change: The New Wis. Stat. Chapter 125 – Full Service Retail

More than 20 years ago, the Federal Trade Commission asked Congress to pass a federal privacy law. Congress has not done so, and perhaps as a result,
privacy has been one of the top areas of change in the law for many years.

Today, privacy remains one of the fastest growing areas of the law, and recent years have seen a chaotic and exponential increase in privacy legislation. The number and scope of enacted privacy laws and pending
Continue Reading Privacy Program Basics for Businesses: Managing the Chaos

Own a Business?

Read this: The U.S. Government may be entitled to some of your personal information, thanks to The Corporate Transparency Act

What is it?

Passed on January 1, 2021, the Corporate Transparency Act (CTA) requires most private  businesses operating in the United States to identify and report to the federal government certain details regarding individuals with ownership or control of the business. Reporting obligations begin January 1, 2024.

The CTA was created in response to concerns over
Continue Reading The Corporate Transparency Act

In an earlier post, we discussed when the relationship between two parties qualifies as a protected dealership under the Wisconsin Fair Dealership Law and how the statute may apply to an eclectic mix of commercial arrangements. For a WFDL-protected dealership to exist, the purported dealer must demonstrate that its dealership is “situated in” the state. Wis. Stat. § 135.02(2). The statute offers no definition or test for when a dealership is situated in Wisconsin. While it is fairly simple
Continue Reading The Wisconsin Fair Dealership Law Enters Its 50th Year: Situated in Wisconsin

Companies are facing competing pressures in the area of diversity, equity, and inclusion (DEI) efforts. On the one hand, many companies identify the economic and institutional benefits of having a diverse workforce that reflects the different views, experiences, and ideas of their constituents. On the other hand, companies worry about being attacked for engaging in discriminatory practices.

In his recent article in this blog, Clyde Tinnen reviewed the U.S. Supreme Court’s decision in Students for Fair Admissions, Inc.
Continue Reading The DEI Conundrum for Companies

In December, the highest court in the land will hear oral arguments to decide whether a taxpayer will owe a $14,729 tax bill, a relatively insignificant amount but for the potential to require a $271 billion refund to taxpayers and call into question chapters of the Internal Revenue Code (IRC) that affect millions of Americans.

In this article, we will discuss why Moore v. United States is a critically important tax case and its implications on the lives of
Continue Reading Moore v. United States – Hand Grenade or Much Ado About Nothing?

If you own or “control” a business, company, or partnership – or advise someone who does – you should know about a new federal law that is going into effect soon that places new reporting requirements on companies and their “beneficial owners.”

Many small and midsize Wisconsin companies and their owners will have to comply with this new law – some as soon as in January 2024.

Here’s a brief introduction to that new law.
The Purpose of the
Continue Reading New Law Requires Many Companies to Disclose ‘Beneficial Owners’

Two days before Christmas Eve 2020, I drafted this blog post regarding the Corporate Transparency Act (CTA). As of January 1, 2024, the CTA will be enforced for all new and existing entities. If you’re interested in what the CTA means for your business, please read on.

The CTA is set to fundamentally change corporate reporting requirements, impacting millions of businesses in 2024. The Act, designed to thwart illicit financial activities and enhance national security, mandates thorough disclosures of
Continue Reading The Corporate Transparency Act is Coming, is Your Company Ready?

The Wisconsin Fair Dealership Law provides that a grantor cannot “terminate, cancel, fail to renew, or substantially change the competitive circumstances” of a protected dealership without providing good cause, proper notice, and an opportunity to cure. Wis. Stat. §§ 135.03-.04. Most adverse actions are easy to identify: a phone call terminating the relationship, a letter stating that a certain product line would no longer be offered to the dealer, or a notice that the dealership will not
Continue Reading The Wisconsin Fair Dealership Law Enters Its 50th Year: Adverse Actions

As a wellness lawyer, I hear all kinds of complaints from all kinds of different stakeholders in the wellness industry. Lately, I have been hearing from people wronged by health and business coaches. These individuals have been hurt emotionally and financially by unethical coaches. This emotional or financial injury may occur because the coach oversteps their scope of practice, or because their business policies, such as refunds or payment policies, are inequitable and unethical.

As I write my next
Continue Reading Who Will Lead the Ethical Wellness Movement?

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.

Navigating
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