28 July

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The Mistake of a Business Owner Regarding Shareholder Agreements

Shareholder agreements often evolve over time. That is often due to, amongst other factors, the increased sophistication of the company and the fact that shareholders leave and others join. It is important to review your shareholder agreement and make certain that it is accurate and not in need of changes. The best time to review your shareholder agreement is now, when all of the shareholders are getting along. If you wait until there is a problem, then it becomes difficult, if not impossible, to amend it. The following steps are recommended: Make certain that all shareholders have signed the most...

06 July

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Steps to Take When Inheriting via a Transfer on Death Deed (TODD)

Posted by Evon Spangler

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It is common to inherit real property through a TODD (transfer on death deed). The inheritance happens automatically by operation of law upon the owner’s death to the beneficiary named in the TODD. Even so, there are several steps you will need to take if you are the beneficiary who inherited real property via a TODD. First, you will need to contact the insurance company and change the owner of the policy from the decedent to you. If the policy is not changed and disaster strikes (e.g., a fire that destroys the home), homeowner’s insurance will not provide coverage. Second, you...

15 June

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Common Contract Terms – Part III

Posted by Evon Spangler

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It is important when you are reviewing a contract that you have a basic understanding of common contract terms and the importance of some of those common contract terms. Headings. Most likely you will want to exempt the headings for the contract sections from being key terms of the contract. That is because headings are generally used for reference and convenience. A heading generally is not used for interpretation of contract terms. However, if you do not have a provision that states such, a party can argue that a heading was part of the contract term, which could have serious consequences...

08 June

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Misclassifying a Worker as an Independent Contractor

Posted by Evon Spangler

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Hypothetical: Sally owns Sally’s Baked Goods With Muffins, LLC. Sally uses independent contractors for her baking. That way, she does not have to provide workers compensation, pay taxes on her workers, and it provides her with the flexibility to terminate a worker without worrying about all of those “pesky employment laws.” One day, her best worker, Barb gets hurt on the job. Now, Barb is demanding that Sally cover the cost of her medical care and the time that she is off of work. Sally decides that she needs to seek the advice of a business attorney. The business attorney explains...

26 May

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Charity Registration with the Minnesota Attorney General’s Office

Posted by Evon Spangler

in Uncategorized

Most nonprofit charities have to register with the Minnesota Attorney General’s Office (AG), provide annual reports (note: this is different and in addition to the 990), and pay annual fees. The registration of charities with the AG includes soliciting charities and charitable trusts. It is imperative that nonprofit charities who are required to register and submit annual reports do so in a timely manner. In addition, it is prudent for nonprofit charities to follow the Minnesota Nonprofit Corporation Act. The AG is responsible for enforcing the Minnesota Nonprofit Corporation Act, which applies to Minnesota nonprofits. Spangler and de Stefano, PLLP represents...

04 May

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Funding Trusts

Posted by Evon Spangler

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There are certain types of trusts that generally must be funded in your lifetime. If those types of trust are not generally funded in your lifetime, then you will have spent unnecessary attorney’s fees on a trust. There are many types of trusts, but this article will focus on the three types of trusts: irrevocable trusts, revocable trusts (also referred to as a living trust) and supplemental/special needs trusts. An irrevocable trust generally is not revocable. In other words, once the trust is established and funded, it is not revocable. That means you are unable to amend it or revoke it....

21 April

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The Mistake of a Business Owner Regarding Insurance

Posted by Evon Spangler

in Uncategorized

Insurance is often undervalued and misunderstood by the business owner. Most insurance policies are relatively inexpensive. However, if something bad happens and you do not have insurance for that event most likely your business will go under. Hypothetical: Lovers Nots, LLC owns a commercial building outright without a mortgage. The LLC decides that they cannot afford their insurance policies that protect against natural disasters. So, they cancel it. Then, a fire breaks out in the electrical panel and destroys the building. Rebuilding will cost $2,000,000. The land is worth $200,000. Analysis: Most likely the LLC will have to sell the land because...

07 April

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Common Contract Terms – Part II

Posted by Evon Spangler

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It is important when you are reviewing a contract that you have a basic understanding of common contract terms and the importance of some of those common contract terms. Assignment. Whether or not you can assign your contract or lease is often dictated by its terms. Some contracts and leases prohibit an assignment, some allow one party to assign it and not the other, and still others allow an assignment under certain circumstances. This issue often comes up when you are trying to sell your business and the contract or lease does not allow an assignment or have defined a default...

23 March

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Arbitration Cannot Be Required for Sexual Assault and Sexual Harassment

Posted by Evon Spangler

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Federal law (Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act of 2021) now prohibits, effective immediately, a requirement that sexual assault and sexual harassment claims must be arbitrated. The prohibition applies to those claims brought under federal or state law. However, neither sexual assault nor sexual harassment is defined under the new law, and instead those terms are defined as under the applicable state or federal law. Therefore, the definitions will vary. In addition, the law prohibits any waiver of a right to bring claims of sexual assault or harassment through a class action. This law does not only...

23 February

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DIY (Doing It Yourself) Comes with Risks

Posted by Evon Spangler

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Sally Sue Mallard dreams of owning her own business. She decides to open Sally Sue’s Baked Goods and Cleaning Services. Specifically, she is going to provide baked goods served with eating utensils (a niche she believes) to homeowners and commercial real estate owners. So, she decides to name her business, “Sally Sue’s Baked Goods and Cleaning Services, Inc.” She decides to use “Inc.” because it makes her business look sophisticated and elegant. So, her friend tells her that opening up a corporation is easy—you just go to the Secretary of State’s office and register your business as a corporation—which Sally...