You are a shareholder of a corporation. Maybe you are on your way out. Maybe you have been kept in the dark by the directors or other shareholders. Or maybe you have some other reason for simply wanting to know more about the corporation. Do you have a right to request records of the corporation? Yes. Under Minn. Stat. §…
Forming a business can be a daunting, but exciting task. When you form your business, it is not only important to have your partners, employees, and, certainly products or services in mind, but also your team of professionals who can help guide your business through formation and successful start-up. Each of these professionals plays a unique and important role. Your…
There are board-certified doctors, teachers, and counselors. There are also board-certified attorneys. What does that mean exactly as it relates to attorneys? Here in Minnesota, the Minnesota State Bar Association certifies attorneys in specific fields based on meeting certain criteria. Fewer than 3% of all registered attorneys in Minnesota are certified specialists in their field. The purpose of the “Certified…
I am a board-certified civil trial specialist. This means that I have handled a certain number of judge and jury trials, passed a board exam, handled a sufficient number of depositions and hearings, and received the requisite number of recommendations from judges and attorney colleagues. When I took the board exam more than four years ago now, there was only…
The Operating Agreement for an LLC and the Bylaws for a corporation each respectively govern the internal relations amongst the business owners and with the business. The freedom to contract under the Revised Uniform Limited Liability Company Act (for LLCs) and the Model Business Act (for corporations) provide entrepreneurs with several options to consider for inclusion in the Operating Agreement…
Last week we discussed considerations for what state to form your business in. Entrepreneurs most also decide what type of business to form. This post focuses on how to form your business. To legally incorporate under the Model Act, applicable to Minnesota corporations, an incorporator must sign and file the corporation’s Articles of Incorporation with the Secretary of State’s office. …
There may be several factors in considering what state is best to form a new entity. In this article, we will consider some of those factors. The formation and governance of corporations and LLCs are controlled by statutes in all 50 states. Those statutes have been interpreted by the courts in each of the states; which in some cases may…
We all need the occasional break. Working all day, every day for a business owner can seem like the only way to get ahead and serve your clients however if you never take a break you never refresh and replenish. July and August are often vacation months and this week while not taking a traditional vacation myself, I do want to…
If you business relationship has found its way to litigation or is on its way to litigation, you have likely heard the term “derivative” claims. But what is a “derivative” claim? What is the difference between a “derivative” claim and a direct claim? Hopefully this post provides some insights to help distinguish the two types of claims for you. A…
We previously discussed what a Special Litigation Committee was and what the SLC does. The benefits on whether to appoint an SLC depends on which side of the derivative claim you find yourself. From the company’s perspective, the SLC can save the company significant time and expense in investigating the derivative claim before protracted litigation. From the disgruntled owner’s perspective,…