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Category Archives: Buying, Owning and Selling a Business

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How to Dissolve Your Unneeded Wisconsin Corporation

Posted in Buying, Owning and Selling a Business, Operating a Business

Sometimes keeping a corporation going serves no useful purpose. If you have such a corporation, here are some useful steps to consider. Typical corporate terminations involve both a “liquidation,” the act of converting all corporate assets to cash, paying all outstanding bills, and distributing the remaining cash to the shareholders in exchange for their stock,… Continue Reading

Key Employee Non-Competes: Strategies for Enforceability

Posted in Buying, Owning and Selling a Business, News and Recent Decisions, Noncompete Agreements

For many business owners, retaining key employees is a paramount concern of running their business. Employers often have invested a significant amount of training, heavily rely upon their key employees for revenue and business operations, and, in many cases, the employee is a likely candidate to take over the business. Beyond these reasons, a business owner… Continue Reading

Corporation vs. LLC: Which Should You Choose?

Posted in Business Formation, Buying, Owning and Selling a Business, Operating a Business, Tax

If you’ve decided to create a startup business, one of the many decisions you face is the choice of what type of limited liability entity to form. In Wisconsin, the most typical choices are either the Limited Liability Company (“LLC”) or corporation. I frequently have people ask me whether I can help them set up an LLC for their… Continue Reading

Business Docket Coming to a Courthouse Near You!

Posted in Business Litigation, Buying, Owning and Selling a Business, News and Recent Decisions, Operating a Business

The attorneys at Schober Schober & Mitchell, S.C. are excited about the recent news that a Commercial Court Docket (“CCD”) will be coming to circuit courts in the Fox Valley, as well as in Southeastern Wisconsin– right here in Waukesha County! On February 16, 2017, the Supreme Court of Wisconsin voted 5 to 2 to adopt… Continue Reading

The Secret is Out: Congress Enacts Federal Trade Secret Law to Protect American Businesses

Posted in Business Litigation, Buying, Owning and Selling a Business, Labor & Employment, News and Recent Decisions, Noncompete Agreements, Operating a Business

A long awaited Federal Law on trade secret misappropriation was signed into effect last month. The new law, titled the Federal Defend Trade Secrets Act, or “DTSA”, creates a Federal cause of action for businesses who own trade secrets against individuals who have misappropriated the business’ confidential information. The law creates a uniform definition of… Continue Reading

Interns: To Pay or Not to Pay, That is the Question

Posted in Buying, Owning and Selling a Business, Labor & Employment

Many businesses, including law firms and accounting firms, employ interns over the summer. There are a number of reasons such an arrangement works for both sides. For the business, interns provide bodies that can fill voids in the work staff, since many people center their vacations over the summer. The internship also provides the business… Continue Reading

Dropbox Passwords Hacked

Posted in Business Formation, Business Litigation, Buying, Owning and Selling a Business, News and Recent Decisions, Operating a Business, Other Legal Issues, Technology Related Topics

We learned this morning about another data breach, this time relating to the widely used Cloud Service called Dropbox. Steve Kovach, of BusinessInsider.com reported yesterday that over 7 million Dropbox passwords have been compromised. After the Target, Home Depot and other recent breaches, this isn’t a big surprise. However, since many lawyers use dropbox to share… Continue Reading

The Innocent Owner Defense: Wait! That’s My Car!

Posted in Buying, Owning and Selling a Business, Operating a Business, Other Legal Issues

One of my partners, Eric Raskopf, who practices criminal and traffic defense work, recently posted to his blog, On Legal Ground, an article about someone losing their car as a result of being stopped while involved in criminal activity. Before you say, “Wait, that’s never going to happen to me,” read about what your kids, or maybe… Continue Reading

Obamacare’s New 3.8% Sales Tax on Real Estate

Posted in Buying, Owning and Selling a Business, Other Legal Issues, Real Estate, Tax

Starting in 2013, a new 3.8% federal tax, known as the “Medicare Tax,” may apply to some gains on the sale of real estate, including even sales of personal residences. However, this is not a general tax and there are some exceptions. It is best to know the rules and seek competent tax advice. The tax… Continue Reading

What are the basic out of pocket costs to Register an LLC in Wisconsin?

Posted in Business Formation, Buying, Owning and Selling a Business

  If you exclude attorneys fees for services (such as preparing an operating agreement and determining what additional filings, permits, etc. that the business will need to get up and running), the most basic cost to register or “organize” an LLC currently in Wisconsin online is $130.00 paid to the Wisconsin Department of Financial Institutions, which… Continue Reading

Beware of “Capital Calls” in LLC Operating Agreements

Posted in Business Formation, Buying, Owning and Selling a Business

One item often overlooked by parties while negotiating or deciding to enter into an Operating Agreement for a limited liability company or (“LLC”) with more than one member is what is often times referred to as a “capital call.” Buried deep in what can be voluminous pages of “legalese” contained in many LLC operating agreements, may lurk a… Continue Reading

A Reminder to Make Your Buy/Sell Agreement Clear

Posted in Business Formation, Business Litigation, Buying, Owning and Selling a Business, News and Recent Decisions

A recent Wisconsin Supreme Court opinion filed June 25, 2010, Ehlinger v. Hauser and Evald Moulding, Inc., 2010 WI 54, is a candid reminder that co-owners of a business should not only take the important step of entering into a written Buy/Sell Agreement to determine how important issues such as death, disability, divorce, bankruptcy, etc…. Continue Reading

Duties Owed To A Sinking Ship

Posted in Buying, Owning and Selling a Business

What duties do officers and directors of a closely held business owe the company’s creditors when the company is failing?  Unfortunately, this has become a common question during these troubling economic times.  The answer in Wisconsin appears to be bit different than other states at this point if the failing business is still a “going… Continue Reading

Check the Status of Proposed Zoning Changes before Incurring Costs on New Business

Posted in Buying, Owning and Selling a Business, News and Recent Decisions, Operating a Business, Real Estate

A recent Court of Appeals case, Town of Cross Plains v. Kitt’s Korner, Inc. 2008AP546 illustrates the risk involved in opening a new business on the assumption that a possible change in zoning will not effect its operation if the business is already up and running. In that case, an adult entertainment business was opened… Continue Reading

Contemplating Group Health Coverage Post Sale of Business

Posted in Buying, Owning and Selling a Business

A common, but important, mistake that business owners make when selling their business is failing to adequately investigate what their and their spouse’s health coverage will be after the sale of the business.  Obviously, many prior owners will sell their business before they are eligible for Medicare leaving them facing the high costs of obtaining… Continue Reading