CHAPTER 1
Business Capitalization, Control, and Buy-Sell Agreements
Introduction: What Is a Business Capitalization, Control, and Buy-Sell Agreement? Who Needs It?; Where are Business Capitalization, Control, and Buy-Sell Agreements Located for Different Types of Entities?; Why Is Such an Agreement “The Most Necessary Business Agreement”?; Why Is Such an Agreement so Difficult to Draft?; Specific Elements of a Capitalization, Control, and Buy-Sell Agreement; The Capitalization and Recapitalization Provisions; Equity Holder Control Mechanisms and Provisions; Buy-Sell Provisions; Tax Aspects of Buy-Sell Agreements; Conclusion; Appendix A – A Preliminary Checklist of Considerations of Matters for Inclusion in a Comprehensive Business Capitalization, Control, and Buy-Sell Agreement; Appendix B – Sample Recapitalization Provision; Appendix C – Sample Director and Board Control Provision; Appendix D – Sample Clause Relating to Designation and Removal of Officers, and Removal for Cause; Appendix E – Sample Clause Relating to Compensation of Officers; Appendix F – Sample Clause Relating to Removal of Officers; Appendix G – Sample Clause on “Other Matters Relating to Governance of the Entity”; Appendix H – Sample Provision Attempting to Negate Gunderson-Type Expectations; Appendix I – Simple Set of Sample Clauses Relating to Buy-Sell Agreements; Appendix J – Sample Provision Relating to Using One or Three Appraisers to Value an Interest in the Enterprise; Appendix K – Sample Provision Relating to Priority of Payments and Guaranty of Payments; Appendix L – Sample Non-Competition Agreement; Appendix M – Sample “Gauntlet” Provision; Appendix N – Sample Arbitration Provision; Appendix O – Sample “Ritual Coin-Flip” Provision
– Donald C. Willeke

CHAPTER 2
Employment Law: A Primer
At-Will Employment; Employee Handbook Basics; Hiring Basics; Fair Wage Basics; Discrimination; Sexual Harassment: A Form of Discrimination; Retaliation Round Up – More Illegal Employer Actions; Managing Leave; Performance Management; Employment Terminations; Providing References; Effective Workplace Investigations
– Benjamin R. Kwan & Colton D. Long

CHAPTER 3
Employee Benefits Basics
Introduction; What Benefits Can/Should an Employer Offer?; Who Is the Employer?; Retirement/Pension Plans; Laws Impacting Retirement Plans; Welfare Benefit Plans; Laws Impacting Welfare Plans; Laws Impacting Both Pension and Welfare Plans; Nonqualified Deferred Compensation Plans; Non-ERISA Employee Benefit Plans; Claims Procedures and Civil Enforcement; Conclusion
– B. Tyler Philippi

CHAPTER 4
Minnesota Employment Contracts
Introduction; Minnesota Employment Contracts Come in Many Forms; Contract Disputes Often Decided by a Jury and Extrinsic Evidence; Damages for Breach of Contract; Statute of Limitations; Non-Competition and Other Business Protection Covenants; Bonus and Commission Agreements; Tax Issues; Conclusion; Appendix A – Sample Executive and Key Employee Employment Agreement
– Jeffrey B. Oberman & V. John Ella

CHAPTER 5
Independent Contractors
Introduction; Benefits of Independent Contractor Status for Workers and Businesses; Evolving Misclassification Enforcement Efforts; Risks of Independent Contractor Misclassification; Analyzing Independent Contractor Compliance; Independent Contractor Best Practices; Key Strategic Steps if a Worker Appears to Be Misclassified; Conclusion
– Marilyn Clark & Ryan E. Mick

CHAPTER 6
The Basics of Franchise Law
Introduction; A Brief History of Franchising and Its Economic Impact; Some Franchising Basics; Conclusion; Appendix A – Important Statutes
– Jeffery S. Haff

CHAPTER 7
Sales and Distribution Agreements
Introduction; Types of Relationships and Agreements; Anatomy of a Supply Agreement; Special Considerations in Distribution Agreements; Special Considerations in Multinational Transactions
– Jennie A. Clarke

CHAPTER 8
Negotiating Commercial Leases for Small Businesses
Introduction; Identity of Landlord and Tenant; Defining the Leased Premises; Term of the Lease; Renewal Options; Right of First Refusal and/or Right of First Offer for Expansion Space; Use of Space; Security Deposit; Base Rent; Percentage Rent; Common Area Maintenance/Operating Costs; Real Estate Taxes; Utilities; Hazardous Materials; Initial Tenant Improvements; Repairs and Maintenance; Compliance with Laws; Indemnity; Assignment and Subletting; Default and Remedies; Alternative Dispute Resolution; Damage and Destruction; Right to Relocate; Eminent Domain; Attorneys’ Fees Clause; Alterations/Surrender; Subordination, Nondisturbance, and Attornment – Landlord Warranty of Title; Entry by Landlord; Conclusion
– Tammera R. Diehm & Thomas M. Hart

CHAPTER 9
Intellectual Property Issues and “Business Name” Issues
Intellectual Property Fundamentals; Trade Secrets; Copyrights; Patents; Business Name Issues
– James L. Young

CHAPTER 10
Secured Transactions in Personal Property
Introduction; Creating an Article 9 Security Interest; Perfection; Priority; Default and Enforcement; Conclusion; Appendix A – Security Agreement; Appendix B – UCC Financing Statement; Appendix C – Financing Statement Amendment; Appendix D – Information Statement; Appendix E – Fixture Filing; Appendix F – Affidavit of Affixed Manufactured Home to Real Property
– Anthony D. Todero

CHAPTER 11
Succession Planning
Overview of Family Business Issues; Estate Planning Basics; Estate and Gift Tax Primer; Buy-Sell Agreements; Retaining Key Employees; Will and Revocable Trust Provisions; Strategies for Lifetime Transfers
– Todd D. Andrews & Cameron R. Seybolt

CHAPTER 12
Ownership Disputes in Privately Held Companies
Introduction; Fiduciary Duties and Relationships; Key Statutes; Conduct Giving Rise to Minority Owner Disputes; Remedies; Dissent and Appraisal Rights; The Use of Special Litigation Committees; Legal Representation in Owner Disputes; Appendix A – Checklist for Practitioners Considering an Ownership Dispute
– Brooke D. Anthony & Janel M. Dressen

CHAPTER 13
Family Law Issues Affecting Businesses
Introduction; Seminal Minnesota Valuation Case: Nardini v. Nardini; Valuation Date; Standard of Value; Factors Affecting Value; Analysis Framework – Financial Statement Adjustments; Valuation Approaches; Valuation Premiums and Discounts; Other Valuation Issues in the Divorce Context; Common Mistakes Lawyers Make When Dealing with Business Valuation Issues; How the Business Lawyer Can Protect the Business and Business Owner in a Divorce; Appendix A – Rev. Rul. 59-60, 1959-1 CB 237, IRC Sec(s). 2031
– Andrew F. Brower, Jennifer L. Loeffler & Patrick K. Schmidt

CHAPTER 14
Antitrust Considerations for Small- and Medium-Sized Businesses
The Basic Statutes; Consequences of Violation; Basic Antitrust Concepts; Sherman Act, Section 1 Violations; Violations of Section 2 of the Sherman Act; Violations of Section 7 of the Clayton Act; The Robinson-Patman Act; Some Simple Do’s and Don’ts; Basics of Private Antitrust Litigation; Thoughts on Enforcement
– Daniel R. Shulman

CHAPTER 15
Conducting a Business Review
Introduction; Initial Information Gathering; Proper Creation, Operation, and Maintenance of a Legal Entity; Contracts; Employment and Independent Contractor Practices; Business Continuation and Succession Planning; Intellectual Property; Business Premises and Working Remotely; Securities Considerations; Maintaining Records and Document Retention and Destruction Policies; Litigation Considerations; Risk Management and Insurance; Client Relationships with Banks and Lenders; Retirement Planning; Computers, Email, Internet, and Technology; What Happens Next?
– James E. Snoxell

CHAPTER 16
Business Contract Drafting
Overview – The Role and Importance of Contracts; The Starting Point: Basic Requirements for a Contract; Determining Needed Terms and Conditions and Drafting Considerations; Identifying and Drafting a Contract’s Terms
– James E. Snoxell

CHAPTER 17
Letters of Intent
Purpose of a Letter of Intent; Binding Versus Nonbinding Letters of Intent; Covenant of Good Faith and Fair Dealing; Scope of a Letter of Intent; Appendix A – Sample Letter of Intent
– Mark D. Williamson

CHAPTER 18
Bankruptcy Basics
Introduction; The Three Most Common Forms of Relief; The Section 341 Meeting of Creditors; Pre-Bankruptcy Planning; Seeking Relief from the Automatic Stay; Preferences; Fraudulent Transfers; Modification of Security Interests and Liens; Proof of Claim; Discharge, Denial of Discharge, and Exception to Discharge; Executory Contracts
– Karl J. Johnson & Nauni Manty

CHAPTER 19
Privacy Law Primer
Introduction: How Do Privacy Laws Affect Businesses?; The Role of Federal and State Regulations in Enforcing Information Security and Data Breach Notification Laws; Global Information Management From a U.S. Perspective; Medical Privacy; Online Activities; Conclusion
– Ellie K. Vilendrer & Sean L. Harrington

CHAPTER 20
Copyright Ownership – The Basics
Copyright Quandaries Often Involve Ownership; Written Agreements Are Crucial; “Work Made for Hire” – What It Really Means; Transfer of Copyright Ownership
– Amanda M. Prose, Z. Peter Sawicki & James L. Young

CHAPTER 21
Armor-Plating the Corporate Veil – Drafting Business Action Documents
A Personal Introduction by the Author (and Editor); The Need to Document Business Actions in Order to “Armor-Plate” the Corporeal Entity Veil; The Value to the Practicing Attorney of Documenting the Activities of a Corporate or Other Business Entity Client; Documentation of Business Entity Records; The Form of the Documentation of Business Entity Records; The General Content of Consents in Writing; Dating of Consents in Writing; Who Must Sign Consents in Writing?; Specific Forms of Consents in Writing; Conclusion
– Donald C. Willeke

Table of Authorities
Subject Index

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