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.

Members of the State Bar of Wisconsin may join the section by visiting (login required).

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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

On June 29, 2023, the U.S. Supreme Court issued its monumental decision in Students for Fair Admissions, Inc. v. Harvard and Students for Fair Admissions, Inc. v. UNC (SFFA opinion). The Court’s decision dominated headlines for weeks, and passionate public discourse has ensued over its impact among government officials, academic institutions, the media, and citizens. The Court’s decision included not-so-subtle clues as to how this Court will interpret similar provisions under Title VII of the Civil Rights Act of
Continue Reading Will U.S. Supreme Court Ban Corporate Diversity, Equity, and Inclusion Initiatives?

The concept of cryptocurrency has been with us since at least 2009. News about various cryptocurrency offerings, and exchanges, seems to be everywhere in news feeds today – sometimes not for the best reasons, such as the collapse of FTX, a so-called cryptocurrency exchange. How could something that seems so volatile be worthy of consideration as loan collateral? It’s a Digital and Decentralized Medium of Exchange At its most basic, cryptocurrency is often defined as a digital, encrypted,
Continue Reading Cryptocurrency as Loan Collateral? Actually – Yes

The legislature last year passed 2021 WI Act 258, which completely rewrote the limited liability company statutes, Wis. Stat. chapter 183.

The law also:

  • rewrote the limited partnership statutes (Wis. Stat. chapter 179);
  • made substantive changes to the general partnership statutes (Wis. Stat. chapter 78); and
  • revised the corporation and nonstock corporation statutes (Wis. Stat. chapters 180 and 181).

With tens of thousands of new LLCs formed in Wisconsin each year, chapter 183 governs more than 90 percent of
Continue Reading Drafting LLC Operating Agreements Post Act 258

On Oct. 26, 2022, the Securities and Exchange Commission (SEC) voted on a final rule amendment approving major changes for mutual fund and exchange-traded funds (ETFs) registered on Form N-1A (open-end funds or funds).

The final rule, “Tailored Shareholder Reports for Mutual Funds and Exchange-Traded Funds,” requires these fund companies to compose “concise and visually engaging” reports that emphasize key information for retail investors.

According to SEC Chair Gary Gensler, the shift is related to important
Continue Reading SEC’s New Requirements for Shareholder Reports: What Lawyers Should Know

Small businesses play such a crucial role in our communities and the economy that their importance cannot be overstated.

According to a
report issued by the Small Business Administration (SBA) in 2019, small businesses – those with less than 500 employees – accounted for about 44% of U.S. economic activity.​

In addition, small businesses accounted for roughly two out of every three jobs added in the U.S. over the past 25 years. And despite challenges surrounding COVID-19 starting in
Continue Reading Working with Small Businesses: Three Attorneys Weigh In

One of the fundamental legal questions a business should tackle is whether it prefers to adjudicate disputes in litigation or arbitration. Whichever way a company decides (and it can vary based on the type of dispute), the choice should be reflected in the business’s contracts.

However, rules favoring arbitration have sometimes allowed companies to dip their toes into litigation to try to achieve an early favorable result before insisting that the court dismiss the matter in favor of arbitration.
Continue Reading Supreme Court: Parties Cannot Have Their Cake and Eat It Too with Arbitration

As digital assets – such as cryptocurrencies, tokens, stablecoins, and non-fungible tokens (NFTs) – grow in popularity, their increased use raises legal questions about how they relate to tangible assets and how they should be treated.

Under the Uniform Commercial Code (UCC), there are questions about whether digital assets should be classified as money, general intangibles, or other property.

The lack of clarity about the proper classification for digital assets leads to confusion about what rules should govern their
Continue Reading Updating the Uniform Commercial Code for a Digital Age

With the update of the Wisconsin business entity statutes through 2021 Wis. Act 267, there are now four different types of transformational mechanisms under Wisconsin law for business entities: mergers, interest exchanges, conversions, and domestications. Domestications are new. Domestications are similar to but distinct from​ conversions. Given the way the term “domestication” is used to refer to a variety of transactions that are not “Wisconsin domestications,” one needs to be careful when seeing or using the label domestication
Continue Reading Domestication and Conversion under the Wisconsin Business Entity Statutes

Last year in this blog, I wrote an article on Environmental, Social, and Governance (ESG) programs. As I wrote then, momentum is building for companies to adopt environmental, social, and governance—or ESG—programs​. Investors, as well as customers, suppliers, employees, and proxy advisors (among others) have all increased pressure on companies to advance their ESG efforts.

In the July 2021 article, I gave the example of hedge fund Engine No. 1, which successfully elected three directors to ExxonMobil’s board,
Continue Reading Disclosure of Climate Risks: Not Just for Public Companies

This article was originally published on the O’Leary-Guth blog, Estate Planning Perspectives. It is republished here with permission. The Corporate Transparency Act was enacted by Congress on Jan. 1, 2021. The Act authorized the Financial Crimes Enforcement Network (FinCEN) to better track businesses in a broad attempt to prevent anonymous shell corporations and crack down on criminal enterprises that engage in money laundering, terrorism, drugs, etc. On Dec. 7, 2021, FinCEN issued proposed regulations that outline their new
Continue Reading Coming Soon: More Business Filing Requirements

​Based on recent remarks by U.S. Department of Justice (DOJ) leadership, many more companies should expect to face white collar criminal investigations in the months and years to come.

In October 2021, Deputy Attorney General Lisa Monaco stated that the DOJ “will urge prosecutors to be bold in holding accountable” corporate executives, and emphasized that many white collar crimes constitute national security threats.1 In March 2022, Attorney General Merrick Garland affirmed that “the prosecution of corporate crime is
Continue Reading The FBI is Investigating My Company: What Now?

​ Vladimir Ilyich Ulyanov, better known by his alias “Lenin,” was reputed to have observed that “there are decades where nothing happens; and there are weeks where decades happen.” Lenin could have hardly imagined that his words describing the Bolshevik revolution just over 100 years ago could be reflective of the seismic trade winds shifting through the tremoring 2020s that were catalyzed by the Russian Federations’ invasion of Ukraine on Feb, 24, 2022. The resulting impact of the invasion, which
Continue Reading Does the Russian Invasion Signal the End of Globalization or Merely a Recalibration?

On Friday, April 15, 2022, Governor Tony Evers signed 2021 Act 258 into law, codifying the Business Entity Package that has been spearheaded for more than a decade by the State Bar of Wisconsin Business Law Section.

Among other things, the Act amends and restates Wisconsin’s limited liability company (LLC) statutes (Wis. Stat. chapter 183) to reflect the Revised Uniform Limited Liability Company Act (RULLCA) approved and recommended for enactment in all the states by the Uniform Law Commission
Continue Reading Wisconsin’s New Business Entity Law Takes Effect Jan. 1

This article was first
published on the Foley & Lardner website. It is used here with permission. On June 23, 2020, the U.S. Securities and Exchange Commission (SEC) Division of Examinations (EXAMS)
issued a risk alert based on 5 years of examinations of registered investment advisers that manage private equity funds or hedge funds (collectively, “private fund advisers”). On January 27, 2022, the EXAMS staff issued a follow up report detailing additional compliance issue observations: (A) failure
Continue Reading Observations from Examinations of Private Fund Advisers

Brand protection is essential to successful business operations. It is difficult to establish a recognizable brand if multiple businesses are selling the same type of product using the same or similar names or logos.

Since the emergence of the internet and digital marketplaces, businesses have come to recognize the importance of such protection, and have adopted practices and procedures to secure their intellectual property rights in brand names, logos, and taglines.

The recent COVID-19 lockdowns, which have forced many
Continue Reading Protecting Business and Brand Names on Virtual Platforms