New Notice Requirements for Employers Under the ACA
The Affordable Care Act (“ACA”), often referred to as “ObamaCare,” requires employers to inform their employees of health insurance options that are available under the new healthcare law. All employers that are subject to the Fair Labor Standards Act (“FLSA”) must send notice to employees – regardless of whether or not the employer offers a […]
Supreme Court Limits the Definition of “Supervisor”
On June 24, 2013, the United States Supreme Court issued a decision applauded by some employer groups and derided by certain employee rights organizations as antithesis to workers’ rights. In Vance v. Ball State University, 570 U.S. 421 (2013), the Court held that an employee is a “supervisor” for purposes of establishing vicarious liability under […]
It’s Time to Update Your Corporate Minute Book
As 2012 winds down, corporations and limited liability companies should ensure they have documented major transactions occurring during 2012, and have otherwise complied with required and recommended corporate formalities. Failing to do so can jeopardize the “limited liability” protection afforded corporations, leaving shareholders exposed to claims based on corporate activities. Even a closely-held corporation, with […]
Life is a Circular Thing: Eighth Circuit BAP Finds Creditors’ New Value Contributed By Other Creditors
Faced with a result that would compel a business debtor’s creditors to make a significant repayment to the debtor’s bankruptcy estate as a result of a preference claim, the Bankruptcy Appellate Panel for the Eighth Circuit (BAP) recently reversed a Minnesota bankruptcy court’s calculation of creditors’ “new value” credits. In Stoebner v. San Diego Gas […]
Strategies to Reduce Collection Problems
Businesses large and small regularly face the challenge of collecting from customers for the sale of products or services. Failing to aggressively pursue accounts receivable can create an expectation among some customers that the obligation owed to your business need not be a priority. Incorporating some or all of the following strategies will reduce your […]
Considerations for Incorporating Your Entity in Delaware vs. Minnesota
Whether for real or merely perceived reasons, business clients often propose incorporating in Delaware instead of Minnesota. While a Delaware incorporation may be advantageous to some businesses, those benefits often are not so certain or clear as to outweigh the benefits of incorporating in Minnesota. Perceptions of Corporate Formation in Delaware and Other States It […]
Eighth Circuit Limits Definition of “Fiduciary” in Creditor’s Effort to Declare Debt Nondischargeable
Under the federal bankruptcy code, a creditor may seek to except a debtor’s discharge of a debt for fraud while acting in a fiduciary capacity. See 11 U.S.C. § 523(a)(4). The Eighth Circuit Court of Appeals recently limited the definition of “fiduciary” in connection with § 523(a)(4), a frequent basis upon which a creditor seeking […]
Choice of Business Form for a Professional Firm
Professionals in regulated industries in Minnesota have various options for the type of business form in which to operate a business providing professional services. These options include sole proprietorship, partnership variations, corporation, and limited liability company. This article provides an overview of options for professionals and discusses the obligations a professional may have under the […]
Employers Free to Disclaim Future Changes to Handbook Provisions
When an employee handbook contains a clause that reserves the right of management to change the handbook’s provisions, the employer can change those provisions, even if the provisions provided employees with a benefit. In Barker v. County of Lyon, 813 N.W.2d 424 (Minn. Ct. App. 2012), former employees argued that it was reasonable for them […]
8th Circuit Rejects S Corporation Owner’s Characterization of Reasonable Compensation
A recent decision of the 8th Circuit Court of Appeals provides both a cautionary tale and guidance for owners of S corporations that receive significant profit distributions along with salaries deemed unreasonably low. In David E. Watson, P.C. v. United States, 668 F.3d 1008 (8th Cir. 2012), the 8th Circuit (which covers Arkansas, Iowa, Minnesota, […]