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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

Intellectual property (IP) is commonly thought to confront technical matters that require a certain amount of scientific or engineering background in order to wrap one’s head around them. In actuality, IP is a diverse ecosystem of intangible property rights that offer extreme value.

Virtually all businesses have some type of IP at play, but they may fail to recognize it if they have a misunderstanding of what IP exactly is. Furthermore, they may fail to take the steps necessary…
Continue Reading The Business Practitioner’s Quick Guide to Intellectual Property

We help people with contracts that buy and sell their products and their businesses, license their products and their intellectual property, and lots of other things that lead to the question of “What do I charge?” Our first answer tends to be “That’s more of a business question than a legal question.” But that answer doesn’t fit our goal of “Be the reason it works.” And to completely bail on the question doesn’t accurately reflect that it is partially…
Continue Reading A Question of Price

Posted on February 27, 2024 in Business Law
Debt collection is a critical issue for many businesses, as unpaid debts can significantly impact a company’s cash flow and its overall financial health. While many businesses prefer to resolve debt collection issues out of court through negotiations or payment plans, there are some cases where litigation may be necessary. Filing a lawsuit or enforcing a judgment can be a complex process, but it can ensure that the financial interests of…
Continue Reading When Will Businesses Need to Use Litigation to Collect Debts in Wisconsin?

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(part 2 of 3)

This post is the second part in a series on the Corporate Transparency Act. Feel free to check out Part 1 here. The last post talked about how a beneficial owner under the Corporate Transparency Act (Act) can be any individual who exercises “substantial control” over the company. This post focuses on the second requirement: “any individual who, directly or indirectly, owns or controls at least 25% of the ownership interests in the company.”…
Continue Reading The Corporate Transparency Act is Here. Now What About Ownership Interests?

The Corporate Transparency Act (the “CTA”) is a federal law with a filing requirement for almost every corporation, limited liability company, and limited partnership. The CTA requires that a Beneficial Ownership Information Report (the “Initial Report”) be filed by the Reporting Company with FinCEN, the Financial Crimes Enforcement Network, a bureau of the U.S. Treasury. Failure to comply with the CTA’s reporting requirements can result in significant civil and criminal penalties.

The due date for the Initial Report for…
Continue Reading What You Need To Know About The Corporate Transparency Act

Private equity firms are eating up physician practices, and they are not slowing down. According to a recent report from the American Antitrust Institute (hereinafter the AAI Report), private equity acquisitions of physician practices increased from 75 deals in 2012 to 484 deals in 2021. In some urban areas, a private equity firm might own 30% or more of the physician practices, which reduces competition and as studies are showing, increases prices for consumers.

Private equity ownership of physician…
Continue Reading Should Physicians Sell their Practices to Private Equity Investors?

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