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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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

My first interaction with legalese in a contract was similar to most.
“What did I just read? I’ll have to Google this. What is this sentence trying to say? That is an excessive number of commas. Do I need to learn Latin?”

This confusion is an unnecessary burden on all contract readers. Business leaders and lay people should not be puzzled by what was agreed upon in a contract. Moreover, the attorneys or judges who eventually interpret the meaning
Continue Reading Protecting the Client: Put an End to Legalese

According to recent data, the State Bar of Wisconsin currently has 64% male membership and 36% female membership. In the State Bar Business Law Section, those numbers are 73% and 27% respectively. However, breaking down those percentages by age group shows a more balanced male and female membership within the younger demographic.In addition,
according to the Minority Corporate Counsel Association’s (MCCA) Law Firm Diversity Survey 2021, female students are hired as associates in law firms in approximately
Continue Reading Addressing Retention: Steps to Keep Women in Law Firm Positions

Practitioners in smaller communities or those working extensively with small business need not be intimidated when clients seek to buy or sell businesses.There are resources available to help lawyers better understand issues that could arise during any such transaction, and to better educate attorneys as to when to seek help.Smoothing Out TransactionsAcquisitions are difficult for any size business, but they can be made smoother or made into bumpy rides depending on the outside advice obtained along the way.In most
Continue Reading Acquisition Checklist: Include Outside Professionals for Success

It is unquestionable that the COVID-19 pandemic has had far reaching, traumatic, and world-changing impacts. It is frankly challenging to think of any situation in our lives not touched in some way by the pandemic.Lawyers were sent scrambling almost from the first days of the pandemic, responding to the typical emergencies that arise when something as unexpected and wide-reaching impacted their clients. As our society has begun to adapt to life with COVID, our clients are also adapting and
Continue Reading Subleasing Commercial Real Estate in the Shadow of COVID-19

As we enter the holiday shopping season, you may notice some businesses advertising that they are “B Corps.”

B Corps claim to be the gold standard for good business practices that try to inspire a “race to the top” with respect to social and environmental performance, accountability, and transparency.

Given all the buzz about B Corps, business owners may wonder if their business should consider becoming a B Corp, but is it just a marketing gimmick, or are there
Continue Reading Business B Corps Certification: Displaying a High Standard

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
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