Business Law Section | State Bar of Wisconsin

The Business Law Section brings together members who work in the fields of corporation, banking, partnership, securities, antitrust, trade regulation, commercial law, employer-employee relations, insurance, intellectual property and other areas of business law. Members are focused on developing and improving the law in their areas of expertise.

The State Bar of Wisconsin offers its members the opportunity to network with other lawyers who share a common interest through its 24 sections. Learn more at http://www.wisbar.org/groups.

In negotiating a typical loan agreement, the lender and borrower will spend much of their time on the terms of financial covenants – those provisions within the loan agreement which provide the lender with means to measure the financial wherewithal of the borrower and the borrower’s ability to ultimately repay the loan. Other than loan pricing, financial covenants are probably the most heavily negotiated terms of loan agreements, and lenders and borrowers routinely spend hours putting numbers into various formulas and negotiating appropriate thresholds. While lenders and borrowers dedicate a significant amount of time to covenant formulas, they tend to…
As the COVID-19 pandemic continues, boards of directors for Wisconsin corporations are confronting conflicting duties: Boards need to provide an annual meeting of the corporation’s shareholders, but they must also try to keep shareholders safe while attending the meeting. These conflicting duties inevitably raise the question of whether a virtual meeting of the corporation’s shareholders is legally permissible. Wisconsin Business Corporation Law The Wisconsin Business Corporation Law (WBCL) has not historically provided for virtual shareholder meetings. However, several sections of the WBCL were amended in 2017 with regard to remote shareholder meetings.1 Wisconsin statutes now allow a corporation’s board…
The convenience, ability to cost compare, and wider selection are a few of the reasons why online sales have exploded in recent years. COVID-19 has further contributed to the already-stressed traditional brick-and-mortar shopping experience, as retailers – including sellers who’ve never been in the retail business – find ways to sell everyday household items, from jewelry, makeup, and clothing through easily accessible online platforms such as Facebook Live. These days, if you are a part of a Facebook sales group, it seems your newsfeed is constantly flooded with sellers selling their retail items at all hours of the day and…
We know there are many different types of business lawyers. Everyone has their own areas of expertise, from business transactions to business litigation. An often overlooked, yet essential area of business law is where business law meets estate planning – at the intersection known as business succession planning. Business Succession Planning Business succession planning is planning ahead for changes in the ownership and management of a company after the owner becomes incapacitated or dies. Ideally, all estate plans for business owners will include a business succession plan, but this is not always the case. An estate-planning lawyer might assume a…
As the end of summer approaches, many companies are struggling with the uncertainty surrounding the availability of employees with school-aged children. 2019 Wisconsin Act 185, enacted and effective as of April 15, 2020, provided a framework for establishing a return by students to in-person attendance. Pursuant to the requirements contained within the Act, both the Wisconsin Economic Development Corporation and the Department of Public Instruction were required by June 30, 2020, to provide certain guidance to the state pertaining to business or school operations on a go-forward basis. The WEDC’s report identified three priorities for the state. First, the…
While the articles of incorporation may alter these duties, Wisconsin law requires a corporation to indemnify a director or officer (D/O) for all reasonable expenses incurred in defending a lawsuit when: the D/O was a party in the suit because he or she was a D/O of the corporation and the D/O was successful on the merits or none of the following applies: the D/O willfully failed to treat the corporation fairly in a transaction in which the D/O had a material conflict of interest; the D/O’s conduct was in violation of criminal law, unless the D/O had reasonable cause…
Unfortunately, some Wisconsin businesses will not make it through the ongoing COVID-19 crisis unscathed. Employers laying off significant numbers of employees must understand their obligations under the Wisconsin Business Closing and Mass Layoff Law (WBCML). Generally, employers subject to WBCML are required to notify the Department of Workforce Development (DWD), any affected employee, any related collective bargaining unit representative, and the highest official of the municipality in which the affected employment site is located, no later than 60 days prior to a business closing or mass layoff.1 Employers Subject to WBCML Not every employer is subject to the WBCML…
In these unprecedented times, we recognize the need for information that addresses the legal impact of the coronavirus pandemic and its impact on the practice of business law in Wisconsin. Kieran O’Day, Marquette Law School May 2020, is a law student currently serving as a law clerk at Schober Schober & Mitchell S.C. in New Berlin. For this reason, we are providing links to the Wisconsin Business Law Blog, with permission of author Kieran O’Day in the COVID-19 section of the Wisconsin Business Law Blog from Schober Schober & Mitchell, S.C., in New Berlin, Oconomowoc, and Racine. See these recent articles:…
Most people don’t stop to think about whether clicking a box that says “I agree” is truly an enforceable commitment, because it’s so commonplace now in both business and our personal lives. In fact, 20 years ago there were only piecemeal laws to back up an electronic signature,1 but now both state and federal legislatures have enacted protections for e-signed documents.2 But how did Wisconsin get there, and what does the law of e-signed contracts look like today in Wisconsin? This blog article will briefly explore Wisconsin’s enactment of the Uniform Electronic Transactions Act (UETA), including the bill…
In Marx v. Morris,1 the Wisconsin Supreme Court handed down one of the more notable Wisconsin business decisions in recent years: that limited liability company members have common law fiduciary duties, and that limited liability company members have standing to bring claims against other members for damages sustained by the LLC. See Part 1 for a background on the case and questions on rules of standing, tax elections, and damages resulting from the ruling. We continue here with questions on common law fiduciary duties, a non-LLC member’s ability to sue, the possible impact of operating agreements to prevent the…
In Marx v. Morris,1 the Wisconsin Supreme Court handed down one of the more notable Wisconsin business decisions in recent years. The court held for the first time that limited liability company members have common law fiduciary duties, which alone would have made Marx a decision to be closely followed by business lawyers. But, the court also made a more curious finding: limited liability company members (and apparently also nonmembers) have standing to bring claims against other members (and, possibly against even nonmembers too) for damages sustained by the LLC. Background Marx revolved around North Star Sand LLC, a…
Many companies, especially small and medium size businesses, may be unaware of the sizable cost savings and other benefits they can gain from by taking advantage of U.S. foreign trade zone (FTZ) programs. What are Foreign Trade Zones? FTZs and subzones are dedicated areas where goods can land, be repackaged, modified, manipulated, relabeled, manufactured further, and re-exported without paying U.S. custom duties. In short, goods imported into FTZs or subzones are treated as being offshores – or in other words, outside the United States. Even though the goods are technically imported into the U.S., they are treated as though they…
In a recent ruling in Marx v. Morris,1 the Wisconsin Supreme Court weighed in on the rights and obligations of members in a limited liability company. The court issued two main holdings: that LLC members themselves have standing to sue other members or the managers of the LLC, based on harm to the members or harm to the LLC; and that members owe common law duties to other members, unless they are specifically overridden in the LLC’s operating agreement. Background North Star Sand LLC was a manager-managed LLC managed by Richard Morris, its sole manager. R.L. Co. LLC, whose…