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.

Employers often declare that, “Employees are our most valuable asset.”  The time and expense of locating, recruiting, training, and assimilating new employees into the workforce (particularly during periods of labor shortages) and the vital connection of key employees to profitability certainly supports that principle. 
 
 

Most of us have resorted to checking out online reviews of companies when conducting our due diligence prior to engaging a company for their services or buying its products.  A wealth of information is available online, and if it is online, it must be true, right?  WRONG!  Businesses are more susceptible than ever to negative, misleading and false reviews with the surge in popularity of social media.  It is important for business owners to remain proactive in monitoring and, when necessary, correcting or defending their online reputation from defamatory reviews.
 

How will the trade tariffs on China affect you and your business?  If you provide goods or services to others, the proposed tariffs very likely will affect you.  So what should you do? 
 

Today’s real estate markets have certainly heated up in recent months. It is a seller’s market on the used residential side and a buyer’s market with substantial new construction being outpaced by the market of buyers. Even though it seems like the commercial market is flush with opportunities, we are seeing an uptick in new construction, sales and leasing.
 

It has become cliché to say that we live in an era of widespread technology use. Yet, in spite of the increased use of technology in businesses, many companies have done little to revise their policies and procedures that address the protection of trade secrets that are stored digitally. In order for these digital assets to qualify for trade secret protection under the law, a company must take reasonable efforts to maintain their secrecy. Companies that store their trade secrets in digital format should be sure to take some of, if not all, of the following steps to ensure their trade secrets receive proper legal protection.

For businesses that require customized equipment, purchasing capital improvements can create a substantial liability.  So, too, for vendors that manufacture the customized equipment – often investing significant manufacturing costs over a production period that can last several months.  Vendors who cannot (or who will not) agree to carry the manufacturing costs will demand prepayment for its work and materials.  What is the legal risk of prepayment?
 

In 2015 Congress enacted a new partnership tax audit regime, which became effective for all tax years beginning after December 31, 2017.  The primary difference between the old rules and the new rules is that the IRS will audit a partnership on the entity level versus auditing each individual partner.  Accordingly, the new rules affect the individual tax liability of partners, the responsibility of each partner during and after an audit and how the IRS conducts a partnership audit in general. 
 

Until recently, Wisconsin was one of 18 states that prohibited on‑line shareholder meetings.  The Wisconsin Business Corporation law was modified November 27, 2017 to permit Wisconsin corporations to hold virtual shareholder meetings.  Previously, Wisconsin law required corporations to hold in-person shareholder meetings, although the law permitted virtual Board of Director meetings.  The new law doesn’t mandate that corporations conduct virtual meetings; it simply gives companies an option that previously wasn’t available.
 

Businesses of all sizes should be concerned with the recent tidal wave of sexual harassment claims.  Since the initiation of the “#MeToo” campaign, the EEOC has seen a dramatic rise in harassment filings, and those claims are not limited to Hollywood or celebrities. 
 
So what can businesses do to avoid this expanding legal and financial exposure?  There are a number of steps which should be taken immediately.
 

Today’s technology allows users to simply drag-and-drop or copy images they find online. Given the ease of replicating and appropriating images online, how can the images’ creators protect their exclusive rights to display, duplicate, alter, and distribute their works?