Supreme Court Ruling Set to Increase Minnesota Tax Revenue by up to $200 Million
On June 21, 2018, the United States Supreme Court overturned Quill Corp v. North Dakota, which prohibited states from collecting sales tax on sales made over the internet. Under this previous holding, online retailers, without a physical presence in the state, were not required to collect sales tax on transactions made with citizens of the […]
Count of Breach of Implied Covenant of Good Faith and Fair Dealing Survives Dismissal in Claim for Payment for Stock Ancillary to Employment Agreement
A recent decision from U.S. District Court in the District of Minnesota provides some guidance as to when a plaintiff may assert a claim of breach of implied covenant of good faith and fair dealing under Minnesota law even if the claim is tangential to an employment relationship. In Hampton v. Koehler, No. 18-541 (DWF/TNL) […]
Minnesota’s Merger, Conversion, and Domestication of Business Entity Laws Revised
On April 30 2018, Minnesota Governor Mark Dayton signed into law H.F. No. 2764 as Session Laws Chapter No. 103 (the “Act”). Previously, the Act was unanimously approved by both the Minnesota House and Senate. The adoption of the Act, like the Revised Minnesota Limited Liability Company Act, brings Minnesota business law more in line […]
Minnesota Operating Agreements: Previously Important, Now Essential for Minnesota LLCs
Under the Minnesota Revised Uniform Limited Liability Company Act (“Minnesota Revised LLC Act”), which applies to all Minnesota limited liability companies as of January 1, 2018, it is recommended that a Minnesota limited liability company enact an operating agreement. Under the Minnesota Revised LLC Act, failure to implement an operating agreement can have significant negative […]
Understanding A Lawsuit In Minnesota
At some point you or someone you know may become a party to a lawsuit. Lawsuits typically follow a common path. Although the rules and procedures that apply to each case may differ slightly depending on the type of case and jurisdiction, the most common and basic structure of a lawsuit involves initial pleadings, discovery, […]
Written Agreements Reflect Reasonable Expectations of Shareholders
Minnesota common-law and the Minnesota Business Corporations Act (“MBCA”) create certain fiduciary duties owed by the majority shareholders of a corporation to the corporation’s minority shareholders. In McKee v. St. Paul Eye Clinic, P.A., No. 62-CV-12-8028 (Minn. Ct. App. Apr. 20, 2015), the Minnesota Court of Appeals affirmed the decision of the Ramsey County District […]
Breaking the Bank for a Minority Shareholder Buyout
In Lewis v. Borchert, A14-0379, 2015 WL 133992 (Minn. Ct. App. Jan. 12, 2015), the Minnesota Court of Appeals affirmed a Le Sueur County District Court ruling that two shareholders acted in bad faith when they refused to buy out a minority shareholder’s interest in one company unless he agreed to sell his interest in […]