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Checking It Twice: New UCC Financing Statement Rules for Individual Debtors

To resolve confusion over the “name of the debtor” required on a financing statement  to perfect a security interest in personal property, Minnesota adopted changes to UCC Article 9 in 2011 that will become effective July 1, 2013.  In anticipation of these changes and in the spirit of the season, readers are encouraged to make […]

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Minority Shareholder Protection: Practical Implications for Business Planning

Small businesses are the foundation of our economy. They are often formed by friends, relatives, and business associates in a spirit of optimism and mutual trust. Partly because of that optimism and trust, many small businesses are informally organized and managed. All too often relationships among shareholders degrade over time or there are disagreements about […]

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International Arbitration and the Globalization of Minnesota Business

Growth in international trade has spawned a parallel increase in international business disputes involving companies worldwide, potentially including many in Minnesota. Where litigation of such disputes may prove inordinately complex or unsatisfying, international arbitration offers a well-established alternative. To paraphrase Thomas L. Friedman, “The world is flat and getting flatter.” Friedman argued in The World […]

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Representing the Small Business in Troubled Times

Small businesses in the best of times face the challenge of getting paid for goods and services rendered, but troubled times increase the risk that a customer will default.  While there are no guarantees, a few tools are available to maximize the prospect of getting paid. Trying to come up with the definition of a […]

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The Magically Disappearing Defendant: Successor Liability under Minnesota Law

Successor liability is more difficult to establish under Minnesota law than under Title VII and the standard for doing so has been subject to considerable give and take between Minnesota’s courts and legislature. Transfers of intangible assets without consideration pose significant risks that successor liability will attach. hat would you do in the following situation? […]

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What’s Needed to Own a Business Method?

The United States Supreme Court will soon consider In re Bilski, a patent case whose outcome may substantially erode the basis for both existing and future business method patents. 

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Wolves in Sheep’s Clothing: “Accidental” Franchises May Have Teeth

Written for traditional franchises, the franchise laws in fact cover a variety of business relationships that you may not think of as franchises. Understanding the broad definition of a franchise and business opportunity under these laws is critical if you are to avoid liability for failing to identify the “accidental franchise.” Remember that license agreement […]

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Cutting the Cost of Derivative Claims: The Role of the Special Litigation Committee

Shareholder-derivative claims are on the rise as economic turmoil roils the markets and corporate governance draws closer scrutiny from investors suffering significant losses.  Where conflicts of interest may preclude board involvement, a properly constituted special litigation committee offers an efficient and effective way to address derivative claims.  As our country suffers from widespread economic turmoil, […]

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Letters of Intent: Their Use in Minnesota Business Transactions

Letters of intent can facilitate the process of deal making but can also create unintended problems. Careful drafting, sensitivity to the interests of buyer and seller, and knowing how courts in the jurisdiction have determined when provisions are binding or nonbinding will help counsel avoid the pitfalls.  In the early stages of many transactions, the […]

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