Business Law Blog | Business Law Section

This blog discusses topics of interest to business lawyers, including changes in federal and Wisconsin statutes, appellate and Supreme Court decisions, general developments, practice tips and pointers, procedural issues, and more. It is published by the State Bar of Wisconsin's Business Law Section which 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 section also presents CLE programs and publishes a newsletter.

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This past year has opened our eyes to new challenges and questions that need to be addressed in the workplace.As a result of the COVID-19 virus, many businesses and industries attempted to stem the growing infection rate by working allowing employees to work remotely, initiate safety protocols, or close their doors temporarily. But now, as vaccines are readily available to the public, businesses are attempting to make a return back to normalcy, or as close as possible to pre-COVID-19
Continue Reading Preparing Your Workplace for Mandatory COVID-19 Vaccine and Testing Requirements

Wisconsin is currently on track to adopt new continuing education requirements for investment adviser representatives (IARs).To offer securities or investment advice, a financial professional must be registered with the Wisconsin Division of Securities as a representative of a securities broker-dealer or investment adviser, or both.Broker-dealer agents have long been subject to continuing education requirements. IARs are not – making them one of the few professionals not required to complete continuing education (CE), unless done as a condition of some
Continue Reading Continuing Education Requirements on the Horizon for Investment Adviser Representatives

Since the United Kingdom’s Financial Conduct Authority announced in 2017 that it would no longer sustain the London Interbank Offered Rate (LIBOR) after the end of 2021, there has been much discussion regarding the replacement benchmark.

In the U.S. in particular, there has been much confusion on what the post-LIBOR world will look like.

In March 2021, the United States Federal Deposit Insurance Corporation, with the Federal Reserve Board and the Office of the Comptroller of the Currency, released
Continue Reading Life After LIBOR: Moving Past the London Interbank Offered Rate

It is not uncommon for ownership to change multiple times soon after the purchase of property.For instance, a group of related companies might have one entity purchase undeveloped property, transfer ownership after purchase to another entity to construct buildings or otherwise develop the property, and transfer ownership again upon completion of construction to a third entity that will manage the property.As another example, one company might buy an office building, and then engage in an immediate sale-leaseback agreement with
Continue Reading Who Can Sue? Determining Standing for Misrepresentation Claims

As we approach the end of 2021, there are important questions business owners should consider before the year is over. One such question is whether now is the time to transfer business ownership by gift, sale, or a combination of both.

Due to recent changes in our country’s political landscape, there has been a lot of buzz about potential upcoming changes to the tax code. For example, there could be increases for income taxes, gift taxes, and estate taxes
Continue Reading Is Now the Time to Sell or Gift a Business?

The COVID-19 pandemic has forced many businesses to adapt to a remote work environment, creating challenges for the use of traditional transaction formats, such as paper contracts.

Although pen-and-paper contracts are hardly extinct, the pandemic has accelerated the evolution toward electronic-only business transactions. Businesses and business lawyers must therefore develop practices and procedures to navigate this new virtual world.

This article discusses the laws that apply to electronic records and signatures, the challenges they create, and best practices to
Continue Reading Electronic Records and Signatures: Rise and Risks

Divisive mergers have been around since Texas adopted a divisive merger statute in 2006.

Texas’s law allows a variety of business entities organized in Texas, including limited liability companies, limited partnerships and corporations (a Dividing Company) to divide into two or more entities (a Division Company), and to allocate the assets, liabilities, rights, and duties of the Dividing Company among the Division Companies.

Jim Phillips,, Iowa 1979, is a shareholder in the Milwaukee office of Godfrey & Kahn,
Continue Reading Divisive Mergers: An Alternative Mechanism to Divide and Restructure Business Operations

In connection with ExxonMobil’s annual meeting held on May 26, 2021, three dissident directors nominated by hedge fund Engine No. 1 were elected to ExxonMobil’s board, beating out the incumbents.

Engine No. 1 had proposed the director nominees (along with one other) to help lead ExxonMobil to long-term shareholder value creation, including through “net-zero emissions energy sources and clean energy infrastructure.”1

The fact that these dissident directors won the election over the incumbents indicates the increasingly broad shareholder
Continue Reading Environmental, Social, and Governance Programs Take Center Stage for Businesses

With the new Biden Administration’s trade policy taking shape, one area of significant importance for businesses to pay attention to is the administration’s stated goal of pursuing a “human rights” focused foreign policy.

This is of particular importance, because U.S. foreign policy goals often drive U.S. trade policy, and a human rights-centered foreign policy signals an intensifying of trade measures against entities, individuals, business sectors, and countries that the U.S. government believe are acting against U.S. foreign policy goals.
Continue Reading Why Businesses Should Pay Attention to Biden’s Human Rights Centered Foreign Policy

As many lawyers with business clients are aware, laws applicable to the protection of personally identifiable information (PII) seem like large, gray clouds hanging over customer and business transactions – both ominous and yet undefined.

Given the changes associated with the protection of PII, the question becomes how best to comply.

But an even more preliminary question each firm should ask – in actuality, should deeply assess – is what information does it need to keep in its systems
Continue Reading Data Privacy: Help Your Business Clients Protect Customer Data from Theft

The past year has been one of immense challenges for businesses of all types and sizes throughout Wisconsin.

The COVID-19 pandemic created financial and operational stresses for businesses dealing with forced closures due to governmental orders, sick employees, supply chain shortages, distribution constraints, and other disruptions. Civil unrest due racial and political tensions have further strained businesses across the state with property damage, lost sales, and other problems.
Businesses Challenged
These challenges generated legal questions for impacted businesses, including
Continue Reading Small Business Assistance Project Established by the Business Law Section

Bankruptcy filings are expected to surge in the near future as a result of the COVID-19 pandemic.1While bankruptcy filings for 2020 ended up being lower than levels seen in 2019, some experts believe this is due to federal and state relief programs aimed at curbing the effects of the pandemic as well as a reduction in consumer spending and credit.2 As mortgage forbearance ends and repayment expectations resume, many expect bankruptcy filings to steady or even
Continue Reading Disrupted by COVID: Bankruptcy, Supply Chains, and Wisconsin Businesses

On Friday, Jan. 1, 2021, one of the last acts of the 116th Congress was to override a presidential veto of the fiscal year 2021 National Defense Authorization Act (NDAA).

While this action was notable and somewhat historic in itself, it also passed into law the Corporate Transparency Act of 2019, which was amended to the NDAA earlier in the session.
The New Corporate Transparency Act
The Corporate Transparency Act, or legislation similar to it, has been introduced
Continue Reading Corporate Transparency Act: Considerations on Entity Formation

After having survived the necessary and unorthodox steps to continue practicing in a COVID world, some of us are ready to return to the office. In fact, the idea of adapting your legal practice to a virtual format is not a novel idea – and was adopted by some firms in pre-COVID-19 times.

Now, under COVID-19, the idea of a virtual practice is now a reality for many of us in the legal profession. Yet, as sporadic COVID-19 spikes
Continue Reading New Year, New Office: Is the Future Virtual for Legal Practice?

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
Continue Reading A Change in the Lease: Debt Covenants and ASC 842

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
Continue Reading Virtual Shareholder Meetings: Legal Considerations for Wisconsin Corporations