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what i think makes our firm different from other law firms and and what clients have expressed to us that what they believe sets us apart is that when they call us they get either michael or i they don’t get passed along to some associate that they may have never met or some employee whose name they don’t know but they they call and they get one of us they have our cell phones they have our email addresses if issues come up whether it be nights weekends whatever they know that they’re free to call us oftentimes litigation is one of the most difficult things that the individuals of the company are going through and we would rather have them reach out to us with questions or concerns no matter the day or time so that we can help address those concerns and help them walk through this process that often is very stressful we want it to be as stress-free as can be we don’t want there to be questions we don’t want there to be unanswered issues and so we pride ourselves on our communication that we take with our clients and i really think that that sets us above a lot of other law firms our clients can expect the type of service that we would want if if we were the client we don’t want there to be unanswered emails or telephone calls we treat every case like it’s the only case because for that client it is their it is their only case it is their biggest issue oftentimes that they’re dealing with and so we really pride ourselves on going in depth finding the solution that the client wants a win in litigation might mean different things for different people or different companies so we do that deep dive at the beginning of the case to find out what it is that they’re looking to achieve in the litigation and be able to set the goals and the ground groundwork to be able to achieve that that win for them whatever it may be

I’ve been blessed to work with some great clients throughout the the course of my career and I understand that those for those clients this litigation this issue is often the biggest thing that they’re facing and I approach it like how I would want an attorney to represent me to understand that this is an important issue. It’s an important cause. I make myself available whether it’s nights, weekends on my cell phone. they know that when they call, they’re going to get me. Uh because that’s what I would want. I would want to know that the person who is handling my case is available, cares, and is ready to take action and answer questions when I need it. I think you learn something in in every trial that you handle. I’m a board certified civil trial specialist. So, I’ve had the privilege of handling clients cases at a number of different times. And I I think you have to tailor each case, the each presentation to that case and that client and what’s best. Preparation is key. You have to know your client’s case inside and out. You have to come at it from the view of what you think the opposing council is going to, what holes they might try and poke in it. And you have to take the time to prepare your client for all of those. I also think that you need to have the ability to think on your feet, react to what’s going on, because trials often uh it’s kind of like that old saying is everybody has a plan until they get punched in the face. And then you have to be able to adjust and adapt and and make the presentation fit the case and your client to the best of your abilities.

with business divorces it’s it’s unfortunate but it often involves family relationships or very close friendships in which when the business was started the relationship was obviously in a very good spot but throughout the years what it for whatever reason and often it’s because the expectations aren’t clear as to who is going to be doing what a rift develops and that rift gets bigger and bigger and bigger until ultimately litigation is often the only path forward that goes back to why it’s important to make sure in your business relationships that you have clear expectations that can be difficult when it’s family or friends versus just an arm’s length employee to make sure that here is what we expect for you to do and here is why it’s important to the company to do that if you’re not clear with those expectations then the relationship usually deteriorates and and that’s when litigation often occurs

i think it’s important when starting the business and understanding what might be the best type of business for for you to form is build a team have your attorney an accountant and a banker usually that can help guide the setup process and take the time to do it right oftentimes when business disputes arise it’s because the owners haven’t taken the time at the beginning to have a solid foundation to build their business around and that foundation involves your attorney to set up the entity correctly and have the appropriate governing documents it involves having your accountant be able to guide you through the tax advantages and pitfalls of the different entity and having a good business relationship with your banker if there are lending needs that your business might need but it’s important to make sure that you build that proper structure rather than just diving in and saying well we can we can deal with this later when you take that approach that’s oftentimes when problems happen and litigation becomes inevitable

i’ve been fortunate to represent a lot of great companies especially in the construction industry and we had one where it was a architectural millwork subcontractor and we got embroiled in this arbitration and for this subcontractor the amount at stake was a big deal for the general contractor it was just another claim just another issue but for my client it was a big deal we went to mediation the mediator told us we had he thought we had a 10 chance of winning we we said we’ll take our chances we took it to arbitration we got every dollar we asked for we got every dollar in attorney’s fees we asked for and that win ended up saving that company for the general contractor it was just another check to write but for for my client for our client that was a big win and it kept him in business and it meant a lot to the owner so it was very rewarding to be able to bring that win forward for them

with contract disputes i think the biggest piece of advice i can give to a client is make sure that it’s outcome driven in that you have a contract you know what the issue is you know what the amount of stake is don’t let emotions towards the other party whoever it may be whether it’s an employee or competing business don’t let that drive your approach or what you the outcome that you want to see from the contract dispute stay within the four you know the four corners of the document stay within what’s really at issue which is usually making sure that the litigation is not a detriment to the business instead can be beneficial to the business but it’s not going to be something that is going to um be emotion driven it’s a contract it’s a contractual issue and yes there it’s usually upsetting that there has been a breach in some manner but don’t let that emotion drive your outcome such that it’s a detriment to your business

when an owner of a company or corporation has been wronged or there’s been wrong to the company that owner whether it be a shareholder or a member can bring a claim can bring a derivative action on behalf of the company or corporation they essentially step into the shoes of the corporation of the company and so their power to bring that claim is derived so derivative from their ownership in the company it’s a way in which oftentimes minority members or minority shareholders can have a checks and balance on wrongdoing that those in control of the corporation or company have done to the company and it’s a way in which oftentimes a minority member minority shareholder can ensure that there’s redress for that wrong you’re stepping into the shoes of the corporation the company and it’s called a derivative action because you’re driving your power to do so from your ownership

If you are a business owner and your marriage has deteriorated to the point that you’re looking for a divorce and it becomes necessary i think it’s important to have a lawyer who understands both your business business law and business litigation and the value your business may have the obligations that you have here other shareholders or members or customers as well as somebody that knows their way around family law and the statutes and case law that governs family law and that’s where i think our experience in both business litigation and family law provides good resources and background for business owners who have found themselves in one of the most devastating issues of their life which is the divorce you don’t want to allow the the divorce from your spouse also create an earthquake effect on your business such that it takes it down takes it under those employees or customers that are counting on you have now also been negatively impacted i think our experience in both areas of laws has proven to be very beneficial for business owners that have found themselves in a divorce

early on in my career shortly after law school i had a very contentious non-compete litigation in which i was representing the company and seven or eight employees had gone to a competing company it was two very big businesses within the minnesota community the attorney on the other side and i had butted heads throughout the case we ended up getting it settled and the next day he actually called and offered me a job and i was flattered that that he did so because we had butted heads throughout the case we both zealously advocated on behalf of our clients and i was i was flattered but i love working with my dad i love working at our law firm i love the service that we’re be we’re able to provide but that non-compete case is is definitely going to be one that i’ll forever recall based on what happened shortly after settling it

we’ve seen a lot of shareholder disputes that have grown out of a cl in the closely held context family relationships that have deteriorated to the point of one side accusing the other of stealing money or mismanaging the company or overpaying themselves it’s unfortunate that in within the family contacts once you go into business in that relationship you’re hoping that it’s going to be a long lasting relationship and if it’s the parent you’re leaving that that business to your child but that the relationship has deteriorated to such a point that the parties are making such accusations against each other but it seems that those types of shareholder disputes are really on the rise and i think that goes back to how to properly set up your business and make sure that the expectations are clear and their roles are clear so you don’t hopefully find yourself in the position of needing to call someone like us who is experiencing handling such shareholder disputes

The fiduciary duties that are owed is often going to come down to a question of control. Especially in a closely held corporation, uh it’s a heightened obligation of fiduciary duties, duty of loyalty, duty of cander, duty to act in good faith. But it often times comes down to who can control the business. Is it a majority shareholder? Then they’re often times going to be found to have a fiduciary obligation. officers and directors are going to have a fiduciary obligation to act in the best interest of the corporation. And if it’s a minority shareholder, if he or she does not have the ability to control decision-m, you know, they don’t have the the the shares or the interest to be able to block actions or to impede action. Often times they might be held to not have a fiduciary obligation. So really the question is going to come down to one of control. How much control does the shareholder have over the corporation and how much can they push uh issues or or decisions?

Business judgment rule protects directors and officers for decisions that they make uh on behalf of the corporation. And they get that protection if they do not get a improper personal benefit and they’re acting in good faith. And so what the case law talks about is that courts aren’t going to sit as armchair quarterbacks with the benefit of 2020 hindsight and calling into questions those directors or officers made. So the question becomes is you know what information did they have? What did they rely upon to make that decision and did they get any sort of improper benefit and if not they will get the benefit of the business judgment rule to protect them from sometimes there’s just decisions that are made that don’t pan out. It doesn’t mean that there was any sort of nefarious conduct or that they did anything wrong. And that’s what the business judgment rule is intended to protect.

So in 2023, the legislature came up with a new statute which ban non-competes for employees and independent contractors moving forward. It did not ban non-solicitation agreements. Uh, and it also did not ban non-competes that are tied to sales or purchases of businesses, whether that be under an stock purchase agreement or an asset purchase agreement. But for W2 workers, for independent contractors that don’t have an ownership stake in a company or a corporation, then yes, effective in 2023, uh, the legislature issued a statute that prohibits those types of non-competes.

Special litigation committees come up in derivative lawsuits. So actions in which the harm is to the corporation first and any harm to the shareholders would be derivative of that or would
flow from that as their rights as a shareholder. And so a special litigation is an independent committee. It can be one or more um independent individuals that investigate the allegations and the facts that have been made and then that special litigation committee makes a recommendation that has to be followed by the court if the special litigation committee is independent and they’ve conducted a thorough investigation. The concept really behind it is to derivative actions can be expensive for corporations. And so a special litigation committee looks at this looks at the derivative claims as though it’s sitting in the shoes of the board and trying to make a decision that’s in the best interest of the corporation as a whole