- April 1, 2018
On December 22, 2017, P.L. 115-97, originally branded “The Tax Cuts and Jobs Act” (the “Act”), was enacted into law.1 The Act was passed through “budget reconciliation”—a process whereby spending and revenue legislation can be passed by a simple majority in the Senate without the risk of filibuster.
- March 27, 2018
One issue that frequently arises in commercial litigation is the application of the economic loss doctrine. Generally speaking, the economic loss doctrine is a legal defense that prevents contracting parties from pursuing tort claims against one another for commercial losses associated with a transaction. The damaged party is limited to its contractual claims. The classic example where the economic loss doctrine comes into play is when the purchaser of a product seeks to hold the manufacturer or seller of the product responsible for any economic losses associated with the product’s deficiencies.
- Attorney Tom Nichols Quoted in Tax Notes Today Article “Decisions to Revoke S Corp Elections Not Just About the Rates”March 21, 2018
Attorney Tom Nichols was recently quoted in a Tax Notes Today article titled “Decisions to Revoke S Corp Elections Not Just About the Rates.” In it, Tom is quoted and advises regarding the new importance of tax-free sale treatment of section 1202 stock after the passage of the Tax Cuts and Jobs Act (TCJA).
- March 14, 2018
I am often asked, “What measures can an insured take to make sure their insurance claims will be covered or paid?” Whether a claim is made under a business policy or a policy covering personal assets such as a homeowners, renters, or automobile policy.
- February 27, 2018
Under our free enterprise system, employees frequently leave their employment to work for a competitor or start a new competing venture. Questions often arise about whether an employee may be deemed to have breached their duty of loyalty owed to his or her employer by taking certain preparatory steps, while still employed, to compete with his or her employer after termination. A related issue has to do with whether an employee or a former employee may be deemed to have breached a non-compete agreement by taking such preparatory measures. I have addressed the issue of the validity of non-compete agreements more generally in my video entitled, Enforceability of Non-Compete Agreements in Wisconsin. This article will focus more on how the law views certain steps taken by an employee while still employed to prepare to compete after employment.
- Attorney Tom Nichols Quoted in The Wall Street Journal Article “Pass-Through Businesses Are Rethinking Their Status in Wake of Tax Law”February 23, 2018
Attorney Tom Nichols was recently quoted in The Wall Street Journal Article titled “Pass-Through Businesses Are Rethinking Their Status in Wake of Tax Law”.
- February 13, 2018
The elements for a successful trademark infringement claim have been well established under both federal and state law. Overall, an aggrieved trademark owner—let’s call him the “senior trademark owner”—must show that the use of its trademark by another business has created a likelihood-of-confusion about the origin of the senior trademark owner's products. To do this, the senior trademark owner must first show that it has developed a protectable right in its mark and that it began using it in commerce first. It must then show that the junior party's trademark is likely to cause confusion, mistake or deception by erroneously creating the impression that junior party's products are those of the party owning the senior mark.
- Piercing the Corporate Veil in Wisconsin: When Individuals May be Held Personally Responsible for Business LiabilitiesJanuary 31, 2018
One of the primary reasons business owners choose to organize their business as a corporation or limited liability company is so they are not held personally liable for claims made against the business. The insulation of business owners and managers is known as “limited liability.” Like most states, the general rule on limited liability in Wisconsin is that corporations and LLC’s are legal entities separate and distinct from the individuals who own and manage them.
- Attorney Adam Tutaj’s Article “New Tax Law Creates Barriers for Sexual Harassment Claims” Featured in the State Bar of Wisconsin’s InsideTrack PublicationJanuary 19, 2018
Shareholder Adam Tutaj, a member of Meissner Tierney's transactional practice group, authored an article for the State Bar of Wisconsin's Inside Track publication titled “New Tax Law Creates Barriers for Sexual Harassment Claims.”
- Attorney Joseph Sarmiento Authors Article “Phishing for Coverage: Insurance Coverage for Phishing Schemes Under Computer Fraud Provisions” for the Defense Research InstituteOctober 16, 2017
Attorney Joseph Sarmiento, a member of Meissner Tierney’s litigation practice group, recently authored an article for the Defense Research Institute’s Insurance Law Committee Newsletter entitled, "Phishing for Coverage: Insurance Coverage for Phishing Schemes under Computer Fraud Provisions."
- Attorney James DeCleene’s Authors Article "Round Three: Another Crack at Benefit Corporations" for the State Bar of WisconsinJuly 1, 2017
Attorney James DeCleene, a member of Meissner Tierney's transactional practice group, authored an article for the State Bar of Wisconsin's Inside Track publication titled "Round Three: Another Crack at Benefit Corporations."
- Attorney Henry Weiner Authors Article “You Snooze, You Lose: The Doctrine of Laches in Trademark Enforcement” for the State Bar of WisconsinJune 8, 2017
Attorney Henry Weiner’s recent State Bar of Wisconsin article titled, “You Snooze, You Lose: The Doctrine of Laches in Trademark Enforcement,” has been selected for inclusion in the State Bar of Wisconsin statewide publication InsideTrack.
- The New Prohibition on Federal Contracting with “Corporations” Having Unpaid Tax Liabilities: When “Gloss” on the Regulations Just Makes Them BlurryApril 1, 2017
The U.S. federal government is the single largest buyer of goods and services in the world—with most of these purchases being made by executive branch agencies (particularly the Department of Defense).1 Many (but not all) such executive agency purchases are subject to the Federal Acquisition Regulation—or the “FAR.”
- November 17, 2016
One issue that frequently arises in construction projects is the need to file a construction lien. Generally speaking, a construction lien is a mechanism by which general contractors, subcontractors, architects, suppliers and certain other individuals involved in construction projects can secure payment for the labor, services and/or materials that they performed or provided as part of the improvement of real estate. Depending on the person or entity seeking to perfect the construction lien and the type of project at issue, Wisconsin law has different procedures that a claimant must follow before the lien can be perfected. My goal here today is to provide you with an overview of how a general contractor can perfect a construction lien on a privately funded construction project. Thus, the following information does not apply to subcontractors or suppliers, or for projects involving payment bonds. Separate procedures apply in those situations.
- Attorney Randy Brotherhood's Article, “The Defend Trade Secrets Act of 2016: A New Federal Civil Cause of Action for Trade Secret Theft,” Published by The State Bar of WisconsinNovember 15, 2016
The State Bar of Wisconsin’s Business Law Blog recently published an article authored by Meissner Tierney shareholder Randy Brotherhood entitled “The Defend Trade Secrets Act of 2016: A New Federal Civil Cause of Action for Trade Secret Theft.” The article examines The Defend Trade Secrets Act of 2016 (Pub. L. No. 114-153), signed into law by President Barack Obama on May 11, 2016, establishing a new federal civil cause of action for trade secret theft.
- October 28, 2016
Attorney Adam Tutaj was featured in the October 21, 2016 edition of the Milwaukee Business Journal. The “Table of Experts” article titled, “Entrepreneurial Energy: Understanding the importance of nurturing startups to grow the region’s economy,” highlights the importance of startups to the local Milwaukee economy and what can be done to help develop an entrepreneurial ecosystem.
- October 19, 2016
So you're thinking of going into business with somebody else? Maybe a friend or a family member. Or perhaps somebody who already is a business acquaintance. There are a couple things that you might want to consider as you think about going into a venture with a partner.
- October 14, 2016
Earlier this summer, the IRS released a Private Letter Ruling taking the position that a non-spouse IRA beneficiary would be liable for federal income tax on assets transferred from an inherited IRA to the IRA decedent’s former spouse as required by the state’s community property laws. I.R.S. Priv. Ltr. Rul. 201623001 (June 9, 2016).
- August 3, 2016
With the advent of social media, one of the more common calls I get, is about civil defamation claims. Today’s digital climate enables people and entities to disseminate information at the speed of light, regardless of whether that information is true or false.
- July 13, 2016
The Wisconsin Supreme Court makes clear that an insurer’s defense obligation is controlled by the four-corners rule, and that policy exclusions can be considered in making a duty to defend determination.
- July 11, 2016
Once a business selects a trademark, the key next steps consist of, first, searching the trademark and clearing it for use, and, second, applying for federal registration of the mark with the U.S. Patent and Trademark Office (PTO).
- June 28, 2016
A question we are often asked is "What type of entity should my business choose for income tax purposes?" These so-called "choice of entity" issues are, of course, important for startup enterprises, but they can be even more important for successful, established businesses.
- Attorney Scott Brunner Co-Authors Article Titled: “Crowdfunding: A New Federal and State Form of Securities Offering”May 23, 2016
The State Bar of Wisconsin’s Inside Track Newsletter recently published an article co-authored by Meissner Tierney’s Scott Brunner, titled “Crowdfunding: A New Federal and State Form of Securities Offering,” which examines the new federal and state rules on equity crowdfunding.
- May 17, 2016
The concept of “choice-of-entity” has more application in the context of 501(c)(3) organizations than might appear at first glance. Apart from the form of entity through which an organization will seek exemption under Code Sec. 501(c)(3), choice-of-entity considerations arise in a number of contexts.
- May 12, 2016
Last week, the New York Court of Appeals issued an opinion in In re Viking Pump, 2016 N.Y. Slip Op. 03413, 2016 WL 1735790. The Viking Pump-related litigation has meandered through the Delaware courts for more than a decade.
- May 10, 2016
What is a trademark and what a business should think about when selecting a trademark as a commercial symbol to identify its product or service?
- April 16, 2016
Litigants venued in state courts outside of Wisconsin often have to issue subpoenas on individuals and entities residing in Wisconsin to take their depositions, inspect and obtain their documents, and inspect property under their control. The process that these out-of-state litigants must follow to subpoena these potential third-party witnesses residing in Wisconsin has changed.
- March 16, 2016
Meissner Tierney’s Scott Brunner has co-authored a new chapter on equity crowdfunding in the book titled Securities, Mergers, & Acquisitions in Wisconsin a publication of PINNACLE and the State Bar of Wisconsin.
- March 5, 2016
The benefits and efficiencies of Subchapter S status for an active trade or business are well known—but so are its limitations. Among these are the lack of flexibility presented by the “single class of stock” restriction and the general prohibition on having other for-profit entities as shareholders.
- March 3, 2016
Businesses in all industries have records that they use in the daily course of operations, especially in today's age of automation. With more documents being created and stored every day, it's important to have some sort of system, practice or policy in place to manage those documents.
- Attorney Tom Nichols Co-Authors Wall Street Journal Article: “Ending the One-Two Corporate Tax Punch”March 1, 2016
Attorney Tom Nichols and economist Brian Reardon discuss the effects that the current two-layer tax system have on U.S. companies and business owners and how that impacts overall economic growth.
- February 11, 2016
Every owner of a closely held business, at one point in time, is going to be involved in a real estate transaction in connection with their business. Whether it's a lease of a facility or the purchase of a vacant land or a building in connection with their business, at some point in time an owner of a closely held business will be involved in a real estate transaction.
- January 27, 2016
One of the most frequent questions an employment lawyer gets is the inevitable call from a client that says "we're ready to let somebody go,” or “we've made the decision to downsize,” or "I've been having a problem with an employee for several years and I just can't live with it anymore”.
- January 13, 2016
One area of business litigation that we often address is the issue of enforceability of non-compete agreements in Wisconsin. A non-compete agreement is a written agreement between an employer and employee that prohibits the employee, after termination of employment, from specific activities within a specific time period and a specific geographic area.
- December 22, 2015
Late last month, the IRS increased the cost of items that can be expensed as de minimis capital expenditures by businesses that don't have "applicable financial statements" (most small, closely held businesses) from $500 to $2,500. I.R.S. Notice 2015-82, 2015-50 I.R.B. 859.
- Attorney Pam Tillman Co-Authors Wisconsin Chapter for the Defense Research Institute’s Insurance Bad Faith: A Compendium of State LawNovember 17, 2015
Meissner Tierney’s Pam Tillman recently co-authored the Wisconsin chapter for the Defense Research Institute’s Insurance Bad Faith: A Compendium of State Law. Compendium authors were selected based upon their breadth and depth of experience and knowledge in defending against bad faith actions.
- November 1, 2015
In forming new business entities, as well as restructuring existing ones, whether or not two or more such entities should be grouped together for tax purposes comes up much more often now that the Patient Protection and Affordable Care Act1 (the “Affordable Care Act”) has mostly gone into effect.
- The Application of Code Sec. 1402(a)(13) to Limited Liability Companies: The Search for Clarity ContinuesMarch 1, 2015
Assuming that the owner of a particular trade or business will be subject to employment tax, choice of entity can make a big difference as to how that tax applies. This difference is not simply attributable to which broad general “tax” category—viz. C corporation, S corporation and partnership—a particular entity belongs.
- January 22, 2015
True Tax Reform should improve the tax system by “leveling the tax burden paid by businesses of all types and across all industries.” Unfortunately, not all of the currently pending proposals would do this.
- January 12, 2015
Adam emphasizes the importance of “choice of entity” analysis, and the need for care in the customizing of shareholder and operating agreements, as reasons that entrepreneurs should consider engaging legal counsel when forming a new business.
- December 3, 2014
Attorney Tutaj discusses a recent IRS Chief Counsel Advice Memorandum on the application of the “limited partner” exclusion of Section 1402(a)(13) of the Internal Revenue Code, as well as its implications for choice-of-entity analysis.
- July 31, 2014
On July 11, 2014, in Wilcox v. Estate of Hines, 2014 WI 60, the Supreme Court settled an apparent inconsistency in adverse possession case law relating to whether a possessor’s subjective intent to claim title to a parcel of property is relevant to an adverse possession claim.
- Protecting Your Identity: Structuring Techniques for Preserving an Entity’s Existing Employer Identification Number in Cross-Species Mergers and ConversionsJuly 1, 2014
Choice-of-entity literature is replete with commentary on the differences between entity forms and the substantive tax effects of moving between these forms. However, the seemingly ministerial consideration of Employer Identification Number (EIN) retention can also be a major issue.
- May 22, 2014
Wisconsin has enacted its own equity crowdfunding structure for intrastate securities offerings. This equity crowdfunding scheme—operated via online portals—goes live June 1, 2014, which is the legislatively established “effective date.”
- Additional Federal Crowdfunding, Regulation A, and Regulation D Proposals Could Impact State and Federal Securities LandscapeMay 7, 2014
Three recent proposed federal bills and written testimony from the North American Securities Administrators Association, Inc. (“NASAA”) shed light on the impact federal preemption could have on the state and federal securities landscape, and notably state-enacted equity crowdfunding schemes.
- April 22, 2014
The IRS has now published final regulations that increase the circumstances in which the IRS may directly pursue Professional Employer Organizations (PEOs) and other third-party payors for unpaid employment taxes. These finalized regulations give small and medium-sized businesses another reason to consider using PEOs.
- April 2, 2014
Occasionally, landlord clients will ask whether they can utilize so-called “self-help” techniques in dealing with a problem tenant. For instance, a landlord may want to lock a tenant out of the leased premises or cut-off the power to the leased premises. This constitutes a “reentry” by the landlord and renders the leased premises unusable by the tenant.
- Recent Wisconsin Court of Appeals Decision Addresses the Meaning of “Pollutant” Under the Pollution ExclusionFebruary 11, 2014
In Wilson Mutual Insurance Co. v. Falk, the insureds (the “Falks”) were farmers who used manure from their cows as fertilizer for their fields. In 2011, they were notified by the Wisconsin Department of Natural Resources that the manure from their farm had contaminated their neighbors’ water wells. The neighbors also demanded to be compensated for the contamination.
- High Court Addresses Scope of Contractual Liability Exclusion in Owner’s Lawsuit Against General Contractor for Claims of Faulty ConstructionFebruary 10, 2014
In Ewing Construction Co. v. Amerisure Insurance Co., the construction company (“Ewing”) was hired by a school district to be the general contractor on a project to renovate a school, including the construction of tennis courts.
- February 7, 2014
In a 3-3 split, the Wisconsin Supreme Court on January 28, 2014 effectively affirmed the court of appeals’ decision in State Farm Fire and Casualty Co. v. Hague Quality Water, International, which held that the economic loss doctrine did not bar a homeowner from pursuing tort claims against the manufacturer of a water softener after his home sustained property damage caused by water leaks.
- January 2, 2014
In 2012 I posted an article discussing Wisconsin’s then-new landlord-tenant laws, which were signed into law on March 21, 2012 as Act 143. That article discussed some of the unintended consequences of Act 143, including its likely unintended application to commercial leases. As the article predicted, neither landlords nor tenants were terribly happy with the new legislation.
- December 3, 2013
As urged by commentators from this firm and elsewhere, the final regulations applying the new net investment income tax have adopted taxpayer-friendly rules regarding taxpayer “self-rental” arrangements.
- New Wisconsin Crowdfunding Bill Plays Off of Federal JOBS Act; Certified Investor and Funding Portal Categories CreatedNovember 21, 2013
A little over one year since the federal JOBS Act was set into law, and Wisconsin has now established its own statutory scheme with respect to crowdfunding. 2013 Wisconsin Act 52.
- November 1, 2013
On October 31, 2013, the IRS issued Notice 2013-71, which now allows employees to rollover unused salary deferrals in health flexible spending arrangements (“health FSAs”) offered through Code section 125 cafeteria plans for use in the immediately following year on a limited basis. This is a welcome change to the so-called “use it or lose it” rule applicable to health FSAs.
- October 18, 2013
A Wisconsin Transfer on Death Deed (“TOD”) is an easy and inexpensive way to transfer Wisconsin real property upon death while avoiding certain probate costs. It is, however, a less thought of and less commonly used method of transferring property through an estate plan, possibly due to its relatively young existence—only having been first codified under Wisconsin law in 2005.
- IRS Releases New Guidance on Applicability of ACA Market Reforms to HRAs and Other Group Health PlansSeptember 20, 2013
On September 13, 2013, the IRS released Notice 2013-54 (the “Notice”), which provides additional guidance on the application of the market reform provisions of the Affordable Care Act (“ACA”) to health reimbursement arrangements (“HRAs”), employer payment plans, and health flexible spending arrangements (“health FSAs”).
- Employers Considering Providing Employees with “Health Care” Bonus or Stipend Should be Mindful of Overtime ObligationsAugust 12, 2013
With the Affordable Care Act's health insurance exchanges set to begin accepting applications for enrollment beginning October 1, 2013, employers are considering what, if any, changes they will make to their group health benefits in light of the ACA's requirements.
- August 9, 2013
In addition to the passive activity loss rules and basis limitations on loss deduction, the “at-risk” rules impose a separate set of requirements for taxpayers desiring to take tax losses.
- July 3, 2013
The Department of the Treasury has announced that it will delay enforcement of various employer and insurer reporting requirements under the Patient Protection and Affordable Care Act (“ACA”) until 2015.
- June 5, 2013
A recent decision from the Wisconsin Court of Appeals, Smith v. Donaldson, No. 2012AP1322, 2013 WL 1197251 (Mar. 26, 2013), highlights certain important standards for pinpointing property boundaries that are unclear or ambiguous based on the language in a deed or land survey.
- May 29, 2013
The federal Department of Labor (“DOL”) recently issued a Technical Release providing employers with temporary guidance on how to comply with the requirement under the Patient Protection and Affordable Care Act (“PPACA”) that employers provide their employees with notice of the availability of health insurance coverage through new health insurance Exchanges.
- May 9, 2013
Sometimes form trumps substance, especially in the qualified plan area. Such was the case in a recent Seventh Circuit of Appeals decision that illustrates the importance of understanding your distribution options and their tax consequences.
- May 9, 2013
A recently released Technical Advice Memorandum highlights one of the many ambiguities regarding the passive activity rules. Given the imposition of the new 3.8% on many types of “passive” income, now is a good time for taxpayers to reevaluate the impact of the passive activity rules on their activities.
- April 15, 2013
- April 14, 2013
The federal CERCLA cost-recovery provisions impose severe penalties on businesses operating on properties contaminated with or threatened by hazardous waste, but new guidance issued by the Environmental Protection Agency may open an avenue for commercial lessees to secure liability protection.
- March 26, 2013
In recent years, Congress has taken to delegating to administrative agencies the responsibility for creating new regulatory regimes, amending existing ones, and otherwise promulgating rules to clarify statutory text.
- February 21, 2013
The IRS recently issued proposed regulations that could potentially increase the circumstances in which Professional Employer Organizations, Employee Leasing Companies and other Third-Party Payors could be held liable for unpaid employment taxes.
- February 20, 2013
The scope of copyright protection and whether a particular work infringes the copyright of another can be difficult issues when traditional types of media, such as books or movies, are involved. When newer types of media, such as video games, are involved, these questions can become even trickier.
- February 5, 2013
We all know that the critical provisions under the Affordable Care Act go into effect next year. This includes the so-called Employer Mandate requiring applicable large employers (i.e. those with 50 or more employees) to provide minimum essential coverage for all of their full-time employees that is both affordable and provides minimum value.
- January 27, 2013
In 2011, the IRS developed new regulations mandating that certain tax-return preparers—those that were not licensed attorneys, CPAs, enrolled actuaries, or enrolled retirement plan agents—complete 15 hours of continuing education each year in addition to passing an initial qualifying exam before they may lawfully prepare and file federal income tax returns for clients.
- January 23, 2013
The IRS recently released proposed regulations detailing the new 3.8% tax on net investment income (“NII”) contained in Code section 1411, which was created as part of PPACA.
- January 23, 2013
With the turning of the calendar to 2013, higher income individuals and certain trusts and estates must now contend with the new 3.8% tax on net investment income (“NII”) contained in Code section 1411, which was created as part of PPACA.
- The Prosecutor’s Vulture: Inconsistent MBTA Prosecution, Its Clash with Wind Farms, and How to Fix ItJanuary 4, 2013
Scott Brunner has published his article, The Prosecutor’s Vulture: Inconsistent MBTA Prosecution, Its Clash with Wind Farms, and How to Fix It, in the Seattle Journal of Environmental Law, a legal publication of the Seattle University School of Law that produces timely environmental law scholarship by practitioners and academics.
- November 27, 2012
An old series of laws is developing recognition as an avenue for nursing homes and other care facilities to collect from their residents’ children for unpaid bills.
- October 17, 2012
Recently, the Wisconsin Court of Appeals held that two 50% shareholders of a corporation do not owe each other a fiduciary duty in their capacity as shareholders.
- June 14, 2012
2011 Wisconsin Act 143 (“Act 143”), which was signed into law on March 21, 2012, was, by all accounts, primarily intended to address residential rental practices in the state of Wisconsin.
- May 23, 2012
On May 23, 2012, the IRS issued final regulations under Code section 36B, which provides a health insurance premium tax credit for individuals who obtain health insurance coverage through a health insurance exchange created pursuant to the Patient Protection and Affordable Care Act (“PPACA”).
- Under the Health Care Reform Act, Employers With HRA’s May Soon Find Themselves Having to Pay Additional TaxesApril 17, 2012
On April 17, 2012, the IRS released proposed regulations implementing the fees imposed by Sections 4375 and 4376 of the Patient Protection and Affordable Care Act (“PPACA”), which are likely to have an impact on many employers providing health insurance coverage to their employees.
- April 5, 2012
On April 5, 2012, President Obama signed the Jumpstart Our Business Startups Act, H.R. 3606 (the “JOBS Act”), into law. The JOBS Act passed with considerable bipartisan support and makes numerous changes to the rules governing capital formation that may be useful to small businesses looking to grow.