The Complete Business Lawyer's Quick Answer Book
Answers to more than 100 top questions, along with legal authorities, author commentary, and practical pointers
Edited by Zachary J. Crain
CHAPTER 1
Business Formation & Entity Selection
- Why operate a business through an entity rather than as a sole proprietorship?
- When is the right time to incorporate an entity for your business?
- What type of entity should you incorporate for your business?
- What state should you incorporate your business in?
- What information do you need to incorporate your business?
- What is the difference between a C corporation and an S corporation?
- What is the difference between a corporation and a limited liability company?
- What does it mean to be self-employed?
- Do you need a tax identification number and how do you get one?
- What should the name of my business be?
- Do you need a separate bank account for your new business? If so, what you need to get one?
- You want to issue stock to myself and my cofounder. How do you do that?
- You filed your articles of incorporation online. What do you do now?
- Who makes the decisions for a corporation? Who makes them for an LLC?
- What is a buy-sell agreement? Do you need one?
– Kimberly A. Lowe, David Peteler & Jeffrey C. Robbins
CHAPTER 2
Tax Considerations on Business Formation
- What are some tax advantages of sole proprietorships?
- What are some tax disadvantages of sole proprietorships?
- What are some tax advantages of partnerships?
- What are some tax disadvantages of partnerships?
- What are some tax advantages of LLCs?
- What are some tax disadvantages of LLCs?
- What are some tax advantages of S Corporations?
- What are some tax disadvantages of S Corporations?
- What are some tax advantages of C Corporations?
- What are some tax disadvantages of C Corporations?
– Kathleen E. (Splett) Pfutzenreuter & Benjamin A. Wagner
CHAPTER 3
Understanding Operating Agreements for LLCs
- Does an LLC have to have an operating agreement? Does the agreement have to be in writing?
- How do we amend an operating agreement?
- How do you decide whether to be “manager-managed”, “board-managed”, or “member managed”?
- Can an LLC change between member-managed, manager-managed, and board-managed? How?
- Are any parts of an operating agreement “standard”?
- What are the most important things to cover in an LLC operating agreement?
- If a member did not sign the operating agreement, is it still binding?
- Are member control (or buy-sell) agreements still needed if there is an operating agreement?
- Is a member control agreement still effective, even if there is no operating agreement?
- What protections are there under the Revised Act for minority members? What protective provisions should minority members consider for the operating agreement?
- Can a member who is employed by the LLC be fired? What are the risks?
- What is a partnership representative and does one need to be appointed?
- Are there different rules for LLCs depending on when they were formed?
- Can a member voluntarily dissociate from an LLC? How is it done? Are there any consequences?
- Can the majority member, manager, or board unilaterally add members to a multi-member LLC?
- Are there provisions that are not permitted in an operating agreement? Are there any provisions that could make an operating agreement unenforceable?
- Are there any provisions that can be added to an operating agreement to avoid deadlock?
- What is the best way to establish pricing for buy-sell provisions in an operating agreement?
– Jennie A. Clarke & Michael H. Frasier
CHAPTER 4
Intellectual Property Issues for Businesses
- How can my business acquire and own IP rights?
- My business has hired a vendor to develop something for us. Who owns the IP for things the vendor creates?
- My business makes many different products. How can I protect the design of my business’ products?
- How do I protect my business’ name and logo?
- What is the process to register a trademark? How long does it take?
- What IP issues are important for a business operating online?
- What steps must a company take to protect its trade secrets?
- Can you patent a software application?
- My business is planning to release a new product but wants to avoid infringing anyone else’s IP. What should I do?
- Another business is infringing my IP. What should I do?
– Austen Zuege
CHAPTER 5
Privacy & Data Security Issues for Businesses
- Why would my company ever be a target of a cyber-attack?
- What policies does my business really need to have in place to protect customer privacy?
- What obligations does a business have following a breach of Personal Data?
- What are the most important steps for a business to take within the first 24 hours after a cyber incident?
- What do I need to understand when reviewing or procuring a cyber insurance policy?
- What is the difference between Information Technology and Information Security?
- When does a U.S. based business need to comply with the GDPR?
- When does a business need to use a Data Processing Addendum?
- How do I know if a business needs to comply with HIPAA?
- How do I know if a business has had a data breach?
- What is ransomware?
- What is an incident response plan or policy?
- What are the different types of data that a business needs to protect and are likely targets of cyber attacks?
– Heidi J. K. Fessler
CHAPTER 6
Employment Issues for Businesses
- What type of questions can an employer ask an applicant during the interview process?
- How does a company determine what to pay an employee?
- When hiring an employee, are there any documents, policies or other disclosures required by the employer?
- Can an employer require an employee sign a non-competition or non-solicitation agreement as a condition of employment?
- My employee requested job duties and functions be removed based on a health condition, must we comply?
- What type of leave must we provide our employees?
- What must an employer do if an employee claims a supervisor or other employee is subjecting the employee to harassment?
- Do employees have a right to privacy in Minnesota?
- Minnesota is an at-will state, I can terminate the employee at any time and for any reason, correct?
- Once an employee terminates from the company, what obligations, if any, does an employer have with respect to notices or obligations under Minnesota law?
– Gina K. Janeiro, Jennell K. Shannon & Hadley M. Simonett
CHAPTER 7
Ethics Questions in Business
- Can Lawyer serve as both corporate counsel and as a Director?
- Does an in-house lawyer who only works for the company need to be worried about the unauthorized practice of law (UPL)? For example, if lawyer works for large international company, can she move freely between states and not worry about UPL?
- When representing a corporate client where does privilege extend?
- Lawyer fee agreements seem so limited: can lawyers only charge flat fees, hourly fees, or contingency fees? Or what other alternative fee structures exist?
- What do I do: a corporate whistleblower just intentionally sent me privileged or confidential information?
- Does privilege attach to all services provided by in-house counsel?
- Can a lawyer representing a start-up take a percentage interest (stock) in the business as the fee for the legal services to be provided?
- Does a client’s use of their employer’s computer create a risk of privilege waiver?
- As an attorney, what should you do if a business is violating a law or regulation?
– Nicholas M. Ryan
CHAPTER 8
Specific Issues for Online Businesses
- What key factors should be considered by a business seeking to launch or increase its participation in the e-commerce world?
- What types of legal agreements does a company need to have in place to develop its e-commerce website and its mobile apps?
- What key terms and considerations should a company take into account when engaging developers and other service providers to develop its ecommerce sites?
- Are there industry specific regulations with which e-commerce sites must comply?
- What Terms of Use and disclaimers should be stated on a company’s e-commerce sites?
- Does a Company’s e-commerce site need a privacy policy?
- Does a Minnesota small business need to be concerned about the privacy laws of other states such as the California Consumer Privacy Act (CCPA)?
- Does a Minnesota small business need to be concerned about the privacy laws of other countries, such as the European Union General Data Protection Regulation (GDPR)?
- How can a company ensure that its users accept the applicable Terms of Use and privacy policy stated on its website and/or apps?
- What images, endorsements and other content can a company use on its e-commerce sites?
– Rachel E. Soffer
CHAPTER 9
Business Bankruptcy
- What generally happens in a Chapter 7 business bankruptcy?
- What generally happens in a Chapter 11 bankruptcy?
- What is the new Small Business Subchapter V Bankruptcy Process?
- If I have a financially distressed client, what are some of the main things I should be concerned about as its business attorney?
- Do I have to keep doing business with a customer who files bankruptcy?
- If my customer files bankruptcy and owes me money, what is the claims process?
- Am I entitled to a priority claim in bankruptcy and what is the process for obtaining priority?
- What if I provided goods to the debtor right before bankruptcy, how do my reclamation rights work?
- What about the payments I received on the debtor’s account prior to the bankruptcy? Can I keep those?
- What is the process for purchasing assets in a bankruptcy case?
– Mychal A. Bruggeman & Nauni J. Manty
CHAPTER 10
Business Dissolution & Succession
- Can one of the members of a limited liability company force a limited liability company to dissolve?
- Can a shareholder of a corporation force the corporation to dissolve?
- Can a member of a limited liability company expel another member?
- Can a shareholder of a corporation expel another shareholder?
- What are the steps for dissolving a limited liability company after it has accepted contributions?
- What are the steps for voluntarily dissolving a corporation after it has issued shares?
- What happens if one owner of a limited liability company owning a portion of the limited liability company dies?
- What happens if one shareholder of a corporation owning an equal share of the corporation dies?
- How do I pass ownership of a business to the other owners of the business?
- How do I pass ownership of my business to my children?
- Can I give my business to my employees?
- What is a conversion? What are articles of conversion?
- What is the role of a buy-sell agreement in business succession?
- How should my business be valued upon transfer pursuant to a buy-sell agreement?
– Susan Markey
