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. 
 

The Wisconsin Fair Dealership Law (“WFDL”) governs the relationship between manufacturers and suppliers (“Grantors”) and their distributors, independent sales representatives, and dealers (“Dealers”).  The WFDL creates legal standards and procedures that must be followed by Grantors prior to terminating a protected Dealer or changing the competitive circumstances of dealership agreements.  Failure to comply with WFDL carries significant consequences.
 

Over the past few years, data security has become a hot button issue in the business community.  From financial institutions (see: Wells Fargo) to brick and mortar retail stores (see: Target), numerous recognizable businesses have experienced online security breaches leading to compromised customer information.  This growing trend of security concerns of customer data has resulted in new government regulation in hopes of curtailing data impropriety.
 

On April 16, Governor Scott Walker signed into law The Landlord’s Omnibus Bill (the “Bill”).  The Bill, which significantly changes Wisconsin’s landlord-tenant law, is just one of the many legislative changes affecting the real estate industry made during the 2017-18 legislative session.  Many of the Bill's provisions, although not all, make the ownership of residential rental property less onerous.  This article is intended to be a high-level discussion of a few of the more significant changes under the Bill.
 

You can ask any employer what agency they fear the most and OSHA tends to be at the top of the list. And yet many employers do not understand what their obligations are under the Occupational Safety and Health Act (“OSH Act”) and, therefore, are not prepared when OSHA shows up at their door. The Occupational Safety and Health Administration (“OSHA”) is authorized to enforce the safety and health laws promulgated pursuant to the OSH Act.

It’s five o’clock Friday afternoon and your top sales person, Sally Jones, marches into your office to announce that she is resigning and, starting Monday, she is going to work for the competition.  To add insult to injury, she informs you that she convinced two of your other three sales people to follow her—leaving your sales force nearly gutted and the competition stacked with successful sales people having intimate knowledge of your business and, worse yet, your customers.
 

Apparel companies use a variety of methods to protect the designs of their products. Often, trademark and trade dress registrations are used to protect the apparel design of a company’s product from duplication by third parties without permission. Recently, however, there has been a trend by courts toward limiting the scope of trademark and trade dress protection for apparel products.