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A recent appellate court opinion out of New Jersey, McGinty v. Zheng (Sept. 20, 2024), which addressed issues surrounding arbitration agreements in the context of personal injury claims, sparked my interest.

The McGinty case is a pivotal example of how courts are interpreting arbitration agreements in the digital age, and serves as a significant reminder for lawyers about the enforceability of arbitration clauses and the implications of user agreements in digital platforms.

Teresa Kobelt, U.W. 1988, is an…
Continue Reading A New Jersey Case and the Insidiousness of Arbitration Agreements

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On Tuesday December 3, a Federal District Court for the Eastern District of Texas granted a nationwide preliminary injunction against the enforcement of the Corporate Transparency Act and its Reporting Rule.

This order temporarily suspends the requirement for a reporting company organized before January 1, 2024, to file a Beneficial Owner Information Report with FinCEN by January 1, 2025. It also pauses the 90-day reporting deadline for certain organizations formed between January 1, 2024 and December 31, 2024, as…
Continue Reading Corporate Transparency Act Update

In April 2017, the Wisconsin Supreme Court, acting in response to a request of the Business Court Advisory Committee, established a pilot large claim commercial case docket for the assignment of commercial cases. The purposes of the pilot commercial court (which some refer to as the business court) were
to ensure that large claim cases involving Wisconsin employers or businesses, or which involve complicated disputes, are resolved expeditiously and with the least amount of cost so as to (a)…
Continue Reading Contracting for Dispute Resolution After the End of Wisconsin Commercial Courts

The recent Tax Court case Estate of Anne Milner Fields v. Commissioner underscores the risks involved when transferring assets to a family limited partnership or family limited liability company close to death. Approximately a month before Anne Milner Fields died, her great-nephew and agent under her durable power of attorney transferred $17 million of assets to an FLP with himself as the general partner. After her death, Anne’s estate discounted the FLP value on her estate tax return for…
Continue Reading IRS Invalidates Discounts Used in an FLP Formed Shortly Before Death

Business people talking digital tablet at work, planning website and looking for creative ideas on internet together in modern office. Employees and team discussing plan on technology in meeting
Business people talking digital tablet at work, planning website and looking for creative ideas on internet together in modern office. Employees and team discussing plan on technology in meeting

The holiday season is a time for joy, reflection, and gratitude. However, it’s also a great opportunity to take stock of your business and personal affairs. As a business owner, you’re likely busy with year-end tasks, holiday parties, and family gatherings. But don’t forget to carve out some time to address your business and estate planning needs.

Holiday Insights for Business Owners
1. Year-End Business Planning:

  • Review Your Business Goals: Take a moment to reflect on your business’s achievements

…
Continue Reading ‘Tis the Season to Plan: Holiday Insights for Business Owners

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

We are in the Fourth Quarter of the calendar year. That means that all the stuff that needs to be done by December 31, 2024 are coming due really soon.  Many, however, don’t realize that until around Thanksgiving, and then it is a mad dash. It doesn’t have to be that way.

Here are some easy things to check off your list now:

  • Did your business file its Annual Report?
    • Yes, if you are an LLC or corporation

…
Continue Reading Year End Isn’t That Far Away

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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?

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

As the golden days of summer start to wane, the mornings greet us with a hint of chill, and the evenings slip into darkness a bit too soon. It’s already noticeable how dark it is by 7:30 p.m. or how it still lingers at 5 a.m. The purpose of this post isn’t to depress you (though I’d be lying if I said I wasn’t a little sad about the upcoming change of seasons) but to encourage you to finish…
Continue Reading Finish Summer Strong While Prepping for Year-End Success

This is Erin setting the scene for this week’s post. It’s written by Carter, our high school administrative assistant. It was spurred by our firm’s recent discussions about 1) our culture and how it impacts our actions, and 2) what a target client is. I was happy to see that our people are listening, thinking, and implementing those discussions – even the high schooler. So if he can do it, what’s our excuse if others aren’t? How about you?
Continue Reading OG+S’s Lego Parallel

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Internal Revenue Code § 83 governs the taxation of property (e.g., stock, restricted stock units, or stock options) transferred in connection with the performance of services. Generally, the property is included in the recipient’s gross income (valued at fair market value minus any amounts paid for the property) when it is transferable or no longer subject to a “substantial risk of forfeiture.” In the case of stock subject to vesting requirements, the stock will be included in gross income…
Continue Reading Navigating the 83(b) Election: Risks and Rewards of Early Taxation

As a small business owner, there are lot of plates that you are constantly spinning. How are your customers? Employees? What’s going on with your vendors? Your distributors? And on and on. One thing that often slips through is the actual status of the company. We had an intern this summer, and one of her jobs was to look through a bunch of our clients (not all – we aren’t that mean) and check on their status with either…
Continue Reading Keep On Keeping On

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Mergers and acquisitions (M&A) transactions are complex endeavors that involve various legal, financial, and operational considerations. Among these considerations, labor and employment law and regulations play a crucial role in ensuring a smooth transition for both employers and employees involved in the transaction. Whether it’s an asset purchase, stock purchase, merger, or other form of M&A deal, understanding and addressing key labor and employment considerations is essential to mitigate risks. In this article, we will provide a brief overview…
Continue Reading Navigating Labor and Employment Considerations in Mergers and Acquisitions