http://www.aaronhall.com/

This page provides an overview of the key information related to Minnesota attorney registration and searching official databases of Minnesota attorneys.

Minnesota Attorney Registration

Minnesota attorney registration is handled by the Minnesota Lawyer Registration Office, a branch of the Minnesota Courts:

Minnesota Lawyer Registration Office
Minnesota Judicial Center
25 Rev. Dr. Martin Luther King Jr. Blvd.
St. Paul, MN 55155
Tel: (651) 297-7650

Minnesota Lawyer Registration (MARS)
Minnesota Judicial Center, Room 305
Tel: (651) 296-2254
Fax: (651) 297-4149
Email

Minnesota Attorney Registration Web Pages:

• Minnesota Lawyer Registration
• Minnesota Attorney Registration Fees
• Minnesota Attorney Registration Statement Form
• Minnesota CLE Requirements FAQ

Minnesota Attorney Search

You can search official databases of registered attorneys in Minnesota using the following links:

Searchable Database of Registered Attorneys - Results include attorney’s name, address, license number, date admitted to practice law, status of law license, and malpractice insurance company

Attorney’s Ethical Violations Search – Results include lawyer’s name, date admitted to practice law, whether attorney license is active, whether public ethical decisions are on record, and city and state of attorney

Disbarred and Currently Suspended Lawyers - Results include attorney’s name, license number, date admitted to practice law, status of law license, discipline imposed, discipline date, and case citation

8(a)  Business Development Program – An SBA program for small concerns owned by socially and economically disadvantaged persons.  Firms admitted to the program can receive Federal contracts designated for 8(a) Business Development Program participants, as well as management and technical assistance.  (See SDB Program, below).

Affiliates –  Affiliation with another business concern is based on the power to control, whether exercised or not.  Such factors as common ownership, common management and identity of interest (often found in members of the same family), among others, are indicators of affiliation.  Power to control exists when a party or parties have 50 percent or more ownership.  It may also exist with considerably less than 50 percent ownership by contractual arrangement or when one or more parties own a large share compared to other parties.  Affiliated business concerns need not be in the same line of business.  The calculation of a concern’s size includes the employees or receipts of all affiliates.

Annual Receipts – Receipts means “total income” (or in the case of a sole proprietorship, “gross income”) plus “cost of goods sold” as these terms are defined and reported on Internal Revenue Service tax return forms.  The term does not include net capital gains or losses; taxes collected for and remitted to a taxing authority if included in gross or total income, such as sales or other taxes collected from customers and excluding taxes levied on the concern or its employees; proceeds from transactions between a concern and its domestic or foreign affiliates; and amounts collected for another by a travel agent, real estate agent, advertising agent, conference management service provider, freight forwarder or customs broker.  For size determination purposes, the only exclusions from receipts are those specifically provided for in this paragraph.  All other items, such as subcontractor costs, reimbursements for purchases a contractor makes at a customer’s request, and employee-based costs such as payroll taxes, may not be excluded from receipts.  Receipts are averaged over a concern’s latest three (3) completed fiscal years to determine its average annual receipts.  If a concern has not been in business for three (3) years, the average weekly revenue for the number of weeks the concern has been in business is multiplied by 52 to determine its average annual receipts.

Business Concern – A business concern eligible for assistance as a small business is a business entity organized for profit, with a place of business located in the United States, and which operates primarily within the United States or makes a significant contribution to the US economy through payment of taxes or use of American products, materials, or labor.  A business concern can also be a small agricultural cooperative (See below).

Central Contractor Registration – Central Contractor Registration (CCR) is the primary vendor database for the U.S. Federal Government.  CCR collects, validates, stores, and disseminates data in support of agency acquisition missions.

Both current and potential federal government vendors are required to register in CCR in order to be awarded contracts by the federal government.  Vendors are required to complete a one-time registration to provide basic information relevant to procurement and financial transactions.  Vendors must update or renew their registration at least once per year to maintain an active status.

Dynamic Small Business Search – A Federal Government database for small businesses to register and increase their opportunities to provide goods and services to the Federal Government.  It is part of the Central Contractor Registration (CCR) database.  A small business only needs to enter its business information in CCR, which will then automatically populate the Dynamic Small Business Search.  Concerns interested in receiving Small Disadvantaged Business, HUBZone, 8(a), or any other certification(s), must apply separately to SBA to complete that process.  It is important to note that both current and potential federal government vendors must register in CCR to be awarded contracts by the Federal Government.

Employees – The number of employees of a concern is its average number of persons employed for each pay period over the concern’s latest 12 months.  Any person on the payroll must be included as one employee regardless of hours worked or temporary status. That is, it is a “head count.”  The number of employees of a concern in business under 12 months is based on the average for each pay period it has been in business.

HUBZone – The HUBZone Empowerment Contracting Program, which is included in the Small Business Reauthorization Act of 1997, stimulates economic development and creates jobs in urban and rural communities by providing contracting preferences to small businesses that are located in a HUBZone and that hire employees who live in a HUBZone.  SBA is responsible for regulating and implementing the HUBZone Program.  It certifies concerns for eligibility to receive HUBZone contracts and maintains a listing of qualified HUBZone small businesses federal agencies can use to locate prospective vendors.

Industry –  Concerns primarily engaged in the same kind of economic activity are classified in the same industry regardless of their types of ownership (such as sole proprietorship, partnership or corporation).  OMB classifies approximately 1,200 activities as industries under NAICS.  For each industry, except those in the Public Administration Sector, SBA has established a size standard.  Industries are described in detail in North American Industry

Classification System – United States, 2007.  It can be found in many libraries or purchased from the National Technical Information Service, by calling (800) 553-6847 or (703) 605-6000.

Nonmanufacturer – For Federal government contracts, a concern that supplies a product it did not manufacture is termed a nonmanufacturer.  To qualify for Federal government contracting, a nonmanufacturer must have 500 or fewer employees, be primarily in the wholesale or retail trade, and supply the product of a US small manufacturer, if the contract is set aside for a small business.  This requirement is called the “nonmanufacturer rule.”  This rule does not apply to supply contracts of $25,000 or less that are processed under Simplified Acquisition Procedures.  The requirement may also be waived through formal procedure by the Associate Administrator for Government Contracting if there is no small manufacturer in the Federal market for a class of products.  The nonmanufacturer rule is more detailed in paragraph (b) of 13 CFR §121.406.

Not Dominant – A concern is not dominant in its field of operation when it does not exercise a controlling or major influence on an industry.  As part of its review of a size standard, SBA investigates if a concern at or below a particular standard would be dominant in the industry, on a national basis.  Thus, a concern at or below the size standard is presumed not to be dominant in its field of operation.

Service Disabled Veteran Owned Small Business – A small business concern that is at least 51% unconditionally and directly owned by one or more service-disabled veterans may represent itself as a Service-Disabled Veteran-Owned Small Business Concern in the Central Contractor Registry at www.ccr.gov.  To participate in the Federal marketplace, the Veteran must have a service-connected disability that has been determined by the Department of Veterans Affairs or his or her respective military branch of service.  For more information, please go to archive.sba.gov/GC and archive.sba.gov/vets.

Set-aside Contract – A “set- aside” is a Federal contract designated for small business bidding only.

Small Agricultural Cooperative– A small agricultural cooperative is an association (corporate or otherwise) acting pursuant to the provisions of the Agricultural Marketing Act (12 U.S.C.A. 1141j) whose size does not exceed the size standard established by SBA for other similar agricultural small business concerns.  A small agricultural cooperative’s member shareholders are not considered to be affiliates of the cooperative by virtue of their membership in the cooperative.  However, a business concern or cooperative that does not qualify as small under part 121 of SBA’s Small Business Size Regulations may not be a member of a small agricultural cooperative.

Small Disadvantaged Business (SDB) Certification – To qualify as a small disadvantaged business, a firm must be owned and controlled by one or more individuals who are socially and economically disadvantaged.

The certification process for firms seeking Small Disadvantaged Business (SDB) certification has changed. An Interim Final Rule published in the Federal Register on October 3, 2008, removes SBA from the SDB certification process. Firms seeking SDB designation may now self-certify. This includes SDB designation for Federal prime contracts and subcontracts.

To self-represent as a small disadvantaged business, firms should:

1. Update their Central Contractor Registration (CCR) profile, indicating that they are a self-certified Small Disadvantaged Business; and
2. Update their company’s Online Representation and Certification Application –specifically, the Federal Acquisition Regulation clause at 52.219-1(b)(2), entitled, “Small disadvantaged business concern” and check the box indicating that they are a self-certified SDB.

Aside from the list of certified 8(a) firms, SBA will no longer maintain a list of certified SDB firms. The 8(a) Business Development Program is not affected by the rule. Firms may continue to apply for 8(a) Program certification.

Woman owned small business – Women business owners are critically important to the American economy.

Are You Frustrated that Someone Won’t Pay You?

Attorney Aaron Hall has helped a wide variety of business and professional clients obtain the funds they are owed for services performed, products provided, and under other contracts. Aaron Hall has represented clients in IT consulting, accounting, law, real estate, photography, web design, medical services, and general business, helping clients obtain money owed to them.

Minneapolis Debt Collection Attorney Tools & Methods

As a Minneapolis debt collection attorney, Aaron Hall uses a wide arsenal of legal weapons to collect money owed to his clients. These weapons include garnishment, attachment, sheriff’s sales, foreclosure, discovery, financial disclosure laws, and litigation.

Minneapolis Debt Collection

Individuals, business owners, suppliers and vendors frequently find themselves in the difficult position of having to collect an unpaid commercial debt resulting from a bankruptcy, contract disagreement, or simply a business or individual who won’t pay their bills. In many cases, the expense and distraction of the collections process can result in throwing good money after bad with nothing to show at the end.  Minneapolis, MN collections attorney Aaron Hall has helped national businesses clients as well as individuals throughout Minnesota to recover business debts through aggressive negotiation and litigation, and prevent the need for collections through effective planning and implementation of legally sound business agreements.

Minnesota Debt Collection Services

Our services are focused on the collection of the entire amount as opposed to offers of a few cents on the dollar. Our efforts do not end with the filing of paperwork; rather, we will tenaciously follow-through with personal communications and official notification all the way to the courts in order to collect a maximum judgment as well as damages and fees. We are also skilled at investigating and identifying cases where debtors are attempting to conceal assets, fraudulently convey assets to friends or relatives, or otherwise avoid their financial obligations.

Minnesota laws regulating the collection of business debts are complex and confusing, often resulting in needless expense from larger firms that contract collection services to non-lawyers. At the Twin Cities Law Firm, attorney Aaron Hall will give you an honest assessment of your best options for collection, and then clearly identify the best course for minimum cost and maximum recovery.

Experienced Minnesota Attorney

As you know, choosing the right attorney is important to your legal success. Whether you need attorney advice or need legal representation in a Minnesota lawsuit, the stakes are high and the outcome of your situation will have lasting effects. You need a lawyer who is experienced and professional, and who values you as a person and not a case number.

“Hands On” Approach to Your Legal Matter

As an experienced Minnesota attorney, Aaron Hall is well versed in Minnesota law, his attorney credentials are testament to his legal competence, and you are more than just another case number.

Attorney Aaron Hall and his small team of experienced Minnesota attorneys take a “hands on” approach to your legal matters. Your goals are paramount to customizing the legal advice and legal strategy for your unique situation. Aaron takes a business-oriented approach to representing his clients:

1. giving his clients honest, candid advice
2. working closing with clients to achieve the client’s goals
3. providing clients with frequent updates
4. responding to client’s emails and calls within hours
5. being an assertive advocate for his client’s rights and interests and
6. analyzing the ROI of each task to minimize legal costs and maximize results.

Experienced Minneapolis Lawyer

As a business attorney, Aaron Hall has represented over 100 businesses in Minnesota. Although he is experienced representing Fortune 500 companies, his primary practice is representing businesses with under 50 employees and business owners in lawsuits (for example, these cases) and good business practices. He represents businesses in a variety of industries. Aaron’s work has resulted in significant media coverage, speaking engagements, and being published in legal publications.

Minnesota Attorney Service Areas

Attorney Aaron Hall is experienced in the following areas:

• Business & Corporate Law: Business, Small Business
• Lawsuits & Disputes: Litigation, Arbitration & ADR
• Intellectual Property: Copyright & Trademark
• Non-Profit: Non-Profit Corporations & Organizations

Aaron Hall is a lawyer in the Twin Cities Law Firm, LLC, a full service Minnesota law firm, providing attorney services in a variety of legal areas:

• Bankruptcy: Business and Individual Bankruptcy
• Criminal Defense:Felony, Misdemeanor, DUI, DWI, Drugs, Domestic
• Employment: Wrongful Termination & Employee Rights and Employment Law
• Real Estate: Residential and Commercial Real Estate
• Wills & Estates: Estate Planning, Tax Reduction, Trusts, Complex Situations
• Accidents & Personal Injury: Vehicle Accidents, Work Accidents, Other Injuries

Call for a lawyer phone consultation or meeting with attorney Aaron Hall to discuss your Minnesota legal issue. Contact us:

Aaron D. Hall, Attorney
612-466-0010
ahall@twincitiesfirm.com

Aaron Hall is a lawyer admitted to practice law in the Minnesota district courts, Minnesota Court of Appeals, Minnesota Supreme Court, and Minnesota’s United States Federal District Court. As an experienced Minnesota lawyer, he practices in Minnesota business law; U.S. and Minnesota trademark law; Minnesota, interstate, and internet contract law; Minnesota real estate law; and Minnesota trials and litigation in Hennepin County, Ramsey County, Anoka County, Dakota County, Wright County, Sherburne County, Carver County, Scott County, and Washington County, Minnesota. Read more: Experience & Credentials.

When forming a business with multiple owners, there are a number of issues that the business should address in the very beginning.

The decisions regarding these issues should then be integrated into the company’s bylaws, member control agreement, ownership agreement, partnership agreement, operating agreement, buy-sell agreement, or a similar contract among the owners.

Decisions for New Minnesota Business Owners

When I am helping partners, shareholders, or other business owners start a business, these questions form the basis for our discussion.

1. What is each owner contributing in terms of money, property (including intellectual property), and labor to start the company?
2. What will each owner be expected to contribute in terms of money, property, and labor as the business grows?
3. What ownership percentage will each owner have?
4. What control/voting percentage will each owner have (this can be different from ownership)?
5. How long do you estimate it will it take before the business is earning at least $100,000 per year?  (year 1? year 2? etc.)
6. How much will the owners be paid?
7. Will owners be paid a salary, bonuses, or commission?
8. What duties/role will the owners have in the company?
9. Which owners will fulfill the roles of president, treasurer, and secretary?
10. How long does each business owner expect to be in the business?
11. Will the business have employees, independent contractors, or both?
12. Will the business charge sales tax (for retail sale of products)?

The answers to the questions above, which are provided by the new business owners, help me as a business attorney understand their business plans and desires. Then I determine the answer to the following questions:

1. Should the business be a corporation or LLC?
2. If the business is an LLC, will it be run more like a partnership (both owners own, control, and work in the business) or corporation (owners have different roles)?
3. Should the business be taxed as a partnership, S Corp, or C Corp?
4. Which method is best for appraising the value of a business when one or more owners decide to leave the business and want to be bought out?

After analyzing these issues, I discuss my recommendations with the business owners and then begin drafting the appropriate business owner documents.

What if Business Owners Don’t Make These Decisions?

If you already own a business, you might be wondering what the consequences are for not having made these decisions and how you can prevent those consequences.

For example, if business owners have no plan in place for one business owner to leave the business, they will experience problems when the time comes for one business owner to leave—or if there is a death, disability, divorce, bankruptcy, or related unexpected circumstance.

As another example, the consequences of not making the best tax election may result in business owners paying more taxes than necessary.

These issues can be addressed after the business is formed. An attorney will have no trouble drafting these documents after the business has begun. However, sometimes business owners have difficulty coming to agreement on these issues after the business has been in operation for a while because there may not be a lot of money, control, or other interests at stake.

A business attorney can help business owners come to an agreement and will then draft the appropriate documents to establish a plan before disagreements or other problems arise.

I have been asked what documents I draft when forming a business for multiple owners. This article applies to Minnesota, but most states have similar documents, which sometimes may have different names.

Minnesota Partnerships

I rarely draft partnership agreements or other partnership documents because most business owners want limited liability, which is available in a corporation or LLC. However, there are occasions where owners want a partnership. This is generally the case when both of the owners are businesses (such as corporations) and they don’t care about limited liability. Still, most businesses can benefit by owning an interest in an LLC or shares in a corporation instead of an interest in a partnership.

Minnesota Corporations

For a Minnesota corporation, I usually draft the following documents:

• Articles of Incorporation
• Bylaws
• Shareholder Agreement
• Buy-Sell Agreement
• Certificate of Incorporation
• Stock Certificates
• Subscription Agreement
• Written Action / Meeting Minutes

Minnesota Limited Liability Companies

For a Minnesota LLC, I draft a variety of documents depending on the circumstances. These may include

• Articles of Organization
• Bylaws
• Member Control Agreement or Operating Agreement
• Buy-Sell Agreement a.k.a. Member Interest and Purchase Agreement
• Written Action of Organizer in Lieu of First Meeting
• Minutes of Initial Meeting of Organizer
• Minutes of Initial Meeting of Governors

In Minnesota, an LLC can elect to be organized more like a partnership or more like a corporation (with a board of directors, etc.).  The approach selected by the LLC is determined in the company’s organizational (founding) documents.

Copyrights give protection to those that express original ideas, compile them, or collect them. There are also other ways to obtain a copyright to an original expression of ideas, such as purchasing the copyright, transferring the copyright, or licensing the copyright.

Why Copyright Protection is Important

This protection is important not only to the owner of the copyright, but to the entire community and society as a whole. Providing this protection gives creators an incentive to create. Without such protection, creators would fear that their works would be stolen and reproduced and they therefore would receive little compensation for their efforts. Creators may keep their works to themselves, or not create at all, without the benefits of copyright protection. Those infringing on another’s copyright may face  serious legal consequences.

Because the creation and, more importantly, the expression of new ideas is important to all societies, legislators protect the creators to encourage them to express their ideas.

Ways to Obtain a Copyright

• A person may own a copyright through several means. A person who authors an original work obtains a copyright in that work.
• A person who creates a derivative work of a copyrighted work owns the copyright to the derivative work.
• A person whose employee creates an original work owns the copyright to the employee’s original work, unless there is an agreement otherwise.
• A person may purchase an interest, ownership, or license in a copyrighted work from the owner, giving the purchase rights to the copyright.
• A person may obtain a copyright if he or she contributed to the work jointly with another or others under certain circumstances.
• A person may put together a collection of works and own a copyright in the created collective expression. Music albums by various artists may be an example. Books containing short stores by several authors may be an example. The creator of the collection owns a copyright in that collective expression. The creators of the individual works have a different copyright – the copyright to the individual works.
• A person may compile works together and own a copyright in the created compilation. This is different from collective works. A compilation uses existing works but puts them together in a way that creates an original work.
• An employer might obtain a copyright in his or her employee’s work. If the work was created within the course or scope of the employee’s employment by the employer, the copyright belongs to the employer unless there is a written document, signed by the employer, giving the copyright to the employee. Even if the work is not created by an employee, an employer may still have a copyright in the work of another if the employer specifically commissioned the work of the other for use as: (a) a contribution to a collective work, (b) part of a motion picture or other audiovisual work, (c) a translation, (d) a supplementary work, (e) a compilation, (f) an instructional text, (g) a test or answer material for a test, (h) an atlas.
• A plaintiff may prove ownership of a derivative work by authorship. A derivative work is a work based on an existing work or existing works. In order to have a copyright in derivative work, a person must change, adapt, or transform an existing work to create an original work. A person who obtains a copyright in a derivative work may enforce the exclusive rights to the derivative work, but not to the existing work or works upon which the derivative work is based.
• A person may obtain ownership rights in a copyright by transfer. The owner may transfer all or part of his or her exclusive rights to another. The transfer must be in writing and signed by the transferring owner or his or her agent. An owner of a copyright may transfer to another person one or more rights in a copyrights work. One such right might be the right to make copies of the work.

Copyright violations lead to lawsuits. There will be a winner and a loser in every lawsuit.

The plaintiff in a copyright infringement lawsuit is a person alleging that he or she had a copyright in a creative work and someone else reproduced that creative work without permission.

The defendant in a copyright infringement lawsuit is the person the plaintiff alleged reproduced the plaintiff’s creative work without permission. A defendant may use any number of defenses, which may or may not be successful.

When a defense is unsuccessful and a plaintiff wins a copyright infringement claim in a lawsuit, the plaintiff is entitled to damages.

Damage Awards

Damage awards are one of the consequences of copyright infringement. Damages are intended to compensate an injured plaintiff for the harm caused by the defendant. In a copyright infringement lawsuit, damages are intended to compensate a plaintiff for any harm cause by the defendant’s reproduction of the plaintiff’s copyrighted creative work. There are several different means of calculating damages in Minnesota. Each look toward the harm incurred by the plaintiff or the intentions of the defendant, but each is calculated in a different way.

Financial Loss

Damages may be equal to the amount of financial loss the plaintiff suffered due to the defendant’s copyright infringement.

Defendant’s Profits

Damages may be equal to the amount of profit the defendant made from infringing on the plaintiff’s copyright.

License Fee

An alternative result could be that the defendant is ordered to give the plaintiff an amount equal to that which the defendant would have had to pay to the plaintiff to obtain a license to reproduce the copyrighted work in order not to infringe on the plaintiff’s copyright.

Statutory Ranges

Another option for courts in awarding damages looks to Minnesota statutes. Minnesota statutes provide for damages to be given to a successful plaintiff by the defendant in a copyright infringement lawsuit.

Statutory damages have less of an eye toward the harm caused and more of an eye toward the intentions of the infringer. Minnesota statutes prescribe different ranges of damages that may be chosen based upon whether the defendant intended to infringe on the plaintiff’s copyright. Either way the defendant will be ordered to pay damages to the plaintiff, but the range of damages a court may order differ depending on whether the defendant innocently or willfully infringed on the plaintiff’s copyright.

An amount within the applicable range will be chosen and the defendant will be ordered to pay that amount to the plaintiff. Some factors considered in determining the amount within a range may include:

• revenues lost by the plaintiff as a result of the defendant’s infringement,
• expenses saved or profits made by the defendant by infringing,
• the benefits to the defendant of infringing,
• the value or nature of the plaintiff’s copyright,
• the duration and scope of the defendant’s infringement,
• deterrence of the defendant and others,
• the defendant’s financial situation,
• the number of works the defendant infringed upon and the number of awards the plaintiff is receiving, and
• if the defendant’s infringement was willful, whether to punish the defendant.

Do you own a business and want to require your employees to keep your business’s information confidential? Are you an employee who is being asked by your employer to sign a confidentiality agreement?

Purpose of Confidentiality Agreements

A confidentiality agreement is a contract. Contracts are promises. Confidentiality agreements are used in situations where someone will learn confidential information of another but that other person wants to make sure that the information is not further disclosed.

For example, an employee may hire an employee. During the course of the employee’s employment, the employee will necessarily learn some secrets of the employer.

An employer’s secrets may be trade secrets. An employer’s secrets may be secret information about the identity of clients, secret information about a recipe used by the employer, or secret information contained in documents in the employer’s possession. An employer’s secret information can be anything that is unknown to the public, the competition, or others from whom the employer wants it to remain secret. Therefore, the employer may require that the employee sign a confidentiality agreement.

Substance of Confidentiality Agreements

In order to protect secret information, a confidentiality agreement will state that the person who is about to learn this information promises not to disclose it to others. The person about to learn this information may not disclose it now, or at any time in the future as long as it is still secret information.

Often times a confidentiality agreement will define confidential information, or the secret information, as relevant information that is not generally known or available to the public or known to competitors. The contract may list some of the following as confidential information: financial condition, invoices, contracts, forms, research, price lists, vendor information, marketing materials, advertising materials and developments, sales materials and reports, copyrighted materials, trade secrets, designs, manufacturing processes, client lists, client preferences, client needs, client identities, potential client identities, and any other data.

Breaking a Confidentiality Agreement

When a person signs a confidentiality agreement the person is promising to abide by the terms of that agreement. Failure to abide by the terms of that agreement results in a breach of the contract.

When a person breaches a confidentiality agreement, the other person is entitled to monetary or other relief. Often times a confidentiality agreement will have a paragraph explaining the remedies for breach of the agreement. By signing the confidentiality agreement the parties are agreeing to those remedies in the event of a breach of the agreement.