A fundamental aspect of business law is limited liability.  Business owners want to shield themselves personally from the inherent business risks associated with interacting with the public or selling products and services.  Accordingly, business owners set up legal entities such as corporations or limited liability companies to create a corporate veil between their personal activities and their business activities.

Automatic renewal clauses (“ARC”) seem to find their way into every type of commercial contract imaginable – from the most critical supply agreements to the delivery of towels for the bathroom. So long as both parties are content with this arrangement, an ARC serves to maintain the basic terms of the contract (such as insurance requirements, payment terms, and indemnification) without the need for renegotiation.  But what if the buyer is no longer content with the status quo and wants to move to another vendor? 
 

The duty of good faith and fair dealing, a long-recognized legal construct compelling parties to deal with one another fairly, acts as a baseline operating procedure to help ensure negotiating parties contract with a sense of honesty. While seemingly straightforward, the 7th Circuit recently narrowed good faith's protections.

Regardless of the reasons that might attract or bring a someone to serve as a director to the board, once selected, every director is charged with certain fiduciary duties to the organization – and a failure to discharge any one of these duties can expose a director to personal liability.  

“Twas the night before Christmas, and all through the house, not a creature was stirring, not even a mouse.  The stockings were hung by the chimney with care, in hopes that St. Nicholas soon would be there.” If you are in business, St. Nicholas is not the person you need to be expecting at year-end!

Registering a copyright is a prerequisite for bringing infringement actions in federal court. Registration entitles copyright holders to certain benefits, including the ability to obtain statutory damages and attorneys’ fees for successful infringement claims. Registering software presents unique challenges, and there are several important nuances to consider. While not exhaustive by any means, here are a number of things that are important for developers to consider.

The operating agreement for an LLC is the statutorily recognized contract between the owners of an LLC which serves as the legal road map for how the Members will manage and operate the business. There are 8 key provisions Members of an LLC should address in an Operating Agreement.

Business deals can move at the speed of light. It is easy for business owners to focus so intently on the deal that they overlook legal nuances that bite them in the pocketbook later.  A recent matter in our office – a truly cautionary tale – emphasized that fact.

Among the many issues facing small business owners, estate planning is one that often falls last on the list.  This should not be the case.  A well thought out estate plan and buy/sell agreement can help mitigate business disputes, retain the value of the business and provide a proper path for a business to continue after an owner’s death or incapacity.
 

When you think about the most popular online media and streaming platforms, two names are sure to come to mind: YouTube and Twitch. YouTube boasts over one billion hours of video watched every day, and Twitch, which Amazon acquired for $970 million in 2014, boasts around ten million daily active users, with each of these users watching an average of 106 minutes per day. These viewership numbers are not possible without content creators, and these creators are facing an increasing number of legal challenges as their numbers grow.
 

The majority of companies today rely in some fashion on their online presence.  Whether it’s a restaurant seeking positive reviews or a retailer offering its goods for purchase, the modern business interacts with customers over the Internet on a daily basis.  While most business owners understand how best to engage with their customers, not all are familiar with how their company’s website projects to those browsing online.  As demands for data protection and online transparency continue to increase, it is important to realize how a website can impact a business’s legal liabilities or its relationship with customers.  An easy step in the right direction is an updated terms of service or website privacy policy.

 

If you or your company work within the construction industry, whether as a general contractor or subcontractor, and whether in the residential or commercial building market, chances are you already know the Golden Rule – “Whoever has the gold makes the rules.”  The project owner dictates the rules to the general contractor who, in turn, dictates those (and perhaps more) rules to its subcontractors.  Whether these rules are found in lengthy written contracts or subcontracts or nestled in the fine print on the back side of a purchase order, they are routinely presented as a “take it or leave it” proposition.  Those without the gold may then be left with the choice of declining an otherwise good project or accepting the work on the proposed terms and running the risk that they may later regret doing so. 
 

Historically low interest rates, aggressive lending and a positive economic outlook have continued to drive strong merger and acquisition (“M&A”) activity in 2018, with brisk deal activity expected to continue for the next 12 months according to Wall Street and public accounting firms who track M&A trends. If you are considering taking your business to market, there are a few key steps you should take in order to maximize your sale value.  
 

There is a growing use of vacation rentals by owner (VRBO) by property owners nationwide.  Many of us know people who have used this concept for their own property or have used the VRBO website to obtain a vacation spot or accommodation during Packer weekends. However, before using your property as a VRBO, there are important factors to consider. 
 

Here is the all-too-common scenario:  Buyer issued the Request for Quotation with standard Terms and Conditions (“T&C”).  Seller provides quotation with it's own standard T&C. The parties negotiate the high points. Buyer issues a Purchase Order. Seller sends its Order Acknowledgement. Seller ships the goods and Buyer accepts shipment. Something falls apart and dispute arises (defective product, late delivery, lack of payment, etc.) Despite initial efforts, the dispute cannot be resolved. Now what?!  Do you have a contract?  What are the terms of the contract?  Whose T&C is in control?

Many people are involved with non-profit entities, whether they donate to them, sit on their boards, or simply use their services. Non-profit entities are unique business entities at both the state and federal levels which are fraught with compliance issues that can jeopardize their non-profit status and liability protection.    

The demise of one company creates financial opportunity for another. When one company jettisons a failing venture, another can profit through the acquisition of equipment and raw inventory at liquidation prices. The most common vehicle to accomplish such a transfer is an Asset Purchase Agreement (“APA”), which typically excludes from the transfer all of the seller’s liabilities. This often leaves the seller with inadequate cash (the sale proceeds) to satisfy the seller’s debts and, consequently, a host of angry creditors scrambling for payment. 
 

Wisconsin employers received good news on June 26 when the Wisconsin Supreme Court ruled that employers may adopt stricter attendance policies than the attendance standards contained in the state unemployment law, and may avoid paying unemployment benefits to employees who violate such stricter policies.

The Computer Fraud and Abuse Act (CFAA), enacted in 1986 at the dawn of the personal computer revolution, has become a key tool for both prosecutors and civil litigators in pursuing breaches of employers’ computer systems. The CFAA can provide protection to employers who have had intellectual property taken by current or former employees for purposes other than that for which the employee is authorized to use the IP. Although the CFAA is subject to multiple interpretations from different judicial circuits, employers can properly use the Act to enhance their Intellectual Property protection if they are mindful of what constitutes a violation of the act.

E-commerce can be a boon for retailers – large and small – looking to expand their sales footprint beyond their brick and mortar locations.  However, following the United States Supreme Court’s June 21 ruling in South Dakota v. Wayfair, Inc., navigating e-commerce just became more complicated.