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 https://www.wisbar.org/formembers/groups/pages/join-a-group.aspx (login required).

Section website: https://www.wisbar.org/formembers/groups/sections/BusinessLawSection/pages/home.aspx

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. One such area that will likely see an increased scrutiny by the U.S. government are transactions that could be deemed to…
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 on its customers? Why over What The bare fact of the matter is that the less data a firm has in…
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 contract, employment, real estate, insurance, and regulatory concerns. Legal difficulties create further financial and operational burdens. While larger businesses may have…
Bankruptcy filings are expected to surge in the near future as a result of the COVID-19 pandemic.1 While 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 exponentially rise in 2021.3 There is some expectation of bankruptcy reform to help alleviate the pressure on debtors,4 but…
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 in the past few congressional sessions as a tool to fight money laundering and “other misconduct” through the use of limited…
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 in different areas around the country, deciding whether to permanently return to a normal workspace is a common question. What…
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…