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.

As a Minnesota Deceptive Trade Practices Act attorney, Aaron Hall is experienced in representing businesses and business owners in claims involving the Minnesota Deceptive Trade Practices Act. Minnesota Deceptive Trade Practices Act litigation is high stakes, and often involves a battle between serious business competitors. These cases generally involve claims of hundreds of thousands of dollars to millions of dollars, often for control of an industry in a geographic area.

Under Minnesota law, the Minnesota Deceptive Trade Practices Act protects businesses from unscrupulous acts by competitors and others in the industry including former employees of the business.

Minnesota Deceptive Trade Practices Act

Under the Minnesota Deceptive Trade Practices Act, a business may not engage in the following activity:

1. pass off goods or services as those of another;
2. cause likelihood of confusion or of misunderstanding as to the source, sponsorship, approval, or certification of goods or services;
3. cause likelihood of confusion or of misunderstanding as to affiliation, connection, or association with, or certification by, another;
4. use deceptive representations or designations of geographic origin in connection with goods or services;
5. represent that goods or services have sponsorship, approval, characteristics, ingredients, uses, benefits, or quantities that they do not have or that a person has a sponsorship, approval, status, affiliation, or connection that the person does not have;
6. represent that goods are original or new if they are deteriorated, altered, reconditioned, reclaimed, used, or secondhand;
7. represent that goods or services are of a particular standard, quality, or grade, or that goods are of a particular style or model, if they are of another;
8. disparage the goods, services, or business of another by false or misleading representation of fact;
9. advertise goods or services with intent not to sell them as advertised;
10. advertise goods or services with intent not to supply reasonably expectable public demand, unless the advertisement discloses a limitation of quantity;
11. make false or misleading statements of fact concerning the reasons for, existence of, or amounts of price reductions;
12. attempt to collect delinquent accounts, implies or suggests that health care services will be withheld in an emergency situation; or
13. engage in any other conduct which similarly creates a likelihood of confusion or of misunderstanding.

Recover Attorney’s Fees and Other Damages

The Minnesota Deceptive Trade Practices Act also permits prevailing businesses to recover the costs of their attorney’s fees and other legal costs. The Minnesota Deceptive Trade Practices Act is a powerful weapon in the arsenal of commercial litigation attorneys.

Minnesota Deceptive Trade Practices Attorney

If your business is a victim of violations of the Minnesota Deceptive Trade Practices Act, or if your business is charged with violating the Minnesota Deceptive Trade Practices Act, you are welcome to contact attorney Aaron Hall to discuss your circumstances and legal options.

As a business attorney, Aaron Hall is experienced in representing businesses in unfair competition and business torts lawsuits. These unfair competition lawsuits often relate to intellectual property, antitrust, copyright, trade secrets, fiduciary duties, trademark, and false advertising law.

Minnesota Unfair Competition

Unfair competition is a loosely defined term that encompasses well-known fields of trademark and trade secret law, but also relates to miscellaneous doctrines with which lawyers and judges often have much less familiarity. These unfair competition doctrines are often the critical factor in prevailing in a business lawsuit.

Unfair competition doctrines include

• the law of false advertising and product disparagement (under common law and the federal Lanham Act, the Federal Trade Commission act, and state “baby FTC” Acts
• tortious interference with contract
• tortious interference with prospective business relations
• the right of publicity and related doctrines
• the law of false endorsement, and
• the ongoing tension between the First Amendment and unfair competition.

To Minnesota attorneys without experience in unfair competition and business torts litigation, these areas can become muddled with more popular doctrines such as trademark law, antitrust law, consumer protection law, and other related legal areas.

Minnesota Unfair Competition Attorney

Aaron Hall is experienced in representing businesses in commercial litigation, business lawsuits, and alternative dispute resolution (ADR) forums like mediation and arbitration. He has represented businesses and business owners of companies large and small, including Fortune 500 and Inc 500 as well as many Minnesota small businesses.

Aaron Hall is an experienced business attorney in Minneapolis, Minnesota. His primary focus is representing owners of LLCs, S corporations, and partnerships.

Experienced Representing Small Minnesota Businesses

As a business attorney, Aaron Hall has represented a full spectrum of Minneapolis business owners and Minnesota companies. These Minnesota businesses range from 1 to 2,500 employees, with a majority of them being businesses with under 20 employees.

Experienced Representing Large National Businesses

Aaron Hall’s clients have included companies in Fortune 500 (largest U.S. companies) and Inc 500 (fasted growing private companies in the U.S.) as well as many startup and small businesses. Prior to the Twin Cities Law Firm, Aaron represented major companies like UPS, Kroll Ontrack, Washington Mutual, and other large corporations.

Minneapolis Business Attorney Services

Currently, Aaron Hall primarily represents small and medium-sized businesses and business owners in Minneapolis and St. Paul in the following areas:

• New Business Formations
  • LLCs (all  types)
  • Corporations (S corporations, C corporations, etc.)
  • Other (partnerships, joint ventures, etc.)
• Contracts and Deals
• Disputes and Lawsuits
  • State and Federal Court
  • Alternative Dispute Resolution (arbitration, mediation, etc.)
  • Antitrust & Unfair Business Practices
• Intellectual Property
  • Trade Secrets
  • Trademarks
  • Copyrights
  • Patents
  • Domain Names

A Business Lawyer for Wherever Your Business is Located

Your business may not be in Minneapolis, St. Paul, or Twin Cities. Your business may be in greater Minnesota or outside Minnesota. Regardless of your location, technology at the Twin Cities Law Firm allows you to communicate with your business attorney by phone, video conference, email, fax, Twitter, text message, or U.S. mail. Or for businesses that are nearby, the law firm’s conference rooms are available.

Minneapolis Business Lawyer

Aaron Hall welcomes new business clients. For more information, please contact him or his assistant directly.

If someone owes you a debt, but refuses to pay, there are things you can do to collect that debt.

• If you know that the debtor has a steady income, you can garnishes the debtor’s wages.
• If you don’t know if the debtor is employed, you can follow legal procedures for debt collection and obtain a judgment. Next ask the court to order the debtor to tell you about his or her assets and liabilities, including income.

Once you find out what the debtor has, you might be able to garnish wages or a bank account.

First, Serve Required Notices on the Debtor

In order to garnish wages of a debtor, you must serve the debtor with a Garnishment Exemption Notice and Notice of Intent to Garnish Earnings upon the debtor at least 10 days before attempting to garnish wages.

You may serve this personally upon the debtor or by mail.

A sample of the requirements in Minnesota for this Notice may be found in Minnesota Statute 571.925 or online at http://www.revisor.mn.gov/statutes/?id=571.925#stat.571.925.

This notice is valid for one year. If one year expires before you garnish wages, you must start the process over and give notice again.

There may be disputes between you and the debtor regarding what is exempt from garnishment. If the debtor claims exemptions which you dispute, you will need to address this in court.

Second, Serve the Employer with a Summons and Disclosure Form

If there is no dispute over exemptions, in order to proceed with garnishment, you will need to serve the debtor’s employer with a Garnishment Summons and Disclosure Form.

You also must provide the employer with $15.00 at this time. This minimal amount may change over the course of time, so make sure you are aware of the current amount at the time you proceed.

In Minnesota, an example of a Garnishment Summons may be found in Minnesota Statute 571.74 or online at http://www.revisor.mn.gov/statutes/?id=571.74.

You must also add the language, “This is an attempt to collect a debt. Any information obtained will be used for that purpose,” pursuant to the Fair Debt Collection Practices Act requirements under section 332.37(12).

The Fair Debt Collection Practices Act has other requirements to protect debtors from harassment or other unethical behavior. One example is the requirement that debt collectors not threaten debtors with action that is not legal for the creditor to take.

You must mail to the debtor a copy of the Garnishment Summons and Earnings Garnishment Disclosure Form that you served on the debtor’s employer, within 5 days of service on the employer.

Third, Serve the Debtor with Another Notice

You must also serve the debtor with a Notice to Debtor in no less than 14-point font.

An example Notice to Debtor may be found in Minnesota Statute 571.74 or online at http://www.revisor.mn.gov/statutes/?id=571.74.

Corporations are run, in large part, by Officers and the Board of Directors. Individual Directors make up the Board of Directors. A vast amount of decision making related to the everyday affairs of a corporation is done by Officers and Directors.

Corporations are businesses. Businesses can have many owners. A corporation is a non-living, non-breathing entity that cannot think and make decisions on its own. Yet the decisions that are made about the corporation must be done with the corporation’s best interests in mind.

Individual Officers and Directors run a corporation, but they are not the corporation and often have different interests. There must be some control and oversight over the actions of Officers and Directors, to ensure they act in accordance with the corporation’s best interests.

Oversight of a Corporation’s Officers and Directors

Minnesota statutes provide the necessary control and oversight by setting for the standards for the conduct of Officers and Directors. Officers and Directors must act honestly, in good faith, and with the best interests of the corporation as their goal. They must act reasonably in light of the situation.

The Law Establishes the Duties of Officers and Directors

These requirements of Officers and Directors in Minnesota statutes are often referred to as an Officer or Director’s Duty of Loyalty and Duty of Care.

Officers and Directors who act in accordance with these duties will not be liable for their decisions. Officers and Directors who do not act in accordance with these duties will be liable for their decisions and actions.

The Duty of Loyalty

The Duty of Loyalty requires Officers and Directors to be honest with the corporation’s shareholders. It requires Officers and Directors to perform their corporate duties in good faith. This is similar to acting honestly and with good intentions.

The Duty of Loyalty also requires Officers and Directors to disclose certain information. Officers and Directors in closely-held corporations are also required by Minnesota laws to provide certain important information. Officers and Directors who have a financial interest in an action by the corporation must disclose their individual financial interest.

Officers and Directors who violate their fiduciary duties do so more often by concealing this information than any other type of violation.

The Duty of Care

Officers and Directors are not to put their own interests before those of the corporation. The Duty of Care provides that Officers and Directors must act in the manner they believe to be in the best interest of the corporation.

Officers and Directors will make mistakes, but if they are acting in good faith and honestly, in the manner they believe to be in the best interest of the corporation, they will not be held liable for those mistakes.

The fiduciary duty of care requires Officers and Directors to act in the best interests of the corporation. It does not necessarily require that officers and directors’ judgments be sound. Mistakes are the cost of doing business.  Honest mistakes are permissible.  Self-motivated actions and self-dealing are not.

Courts are reluctant to get involved in the business judgments of corporations’ Officers and Directors, but do require that they act with the intention of satisfying the goals and best interests of the corporation.

Attorney Aaron Hall is experienced in Minnesota commercial litigation, representing an array of businesses and business owners in commercial disputes. As a Minnesota commercial litigation attorney, Aaron Hall has litigated cases involving breach of contract, breach of fiduciary duty, fraud, unfair competition, frustration of reasonable expectations, shareholder battles, and related commercial litigation.

Hiring a Minnesota Commercial Litigation Attorney

The business world can be an extremely competitive and complex place. Anyone engaging in commercial transactions of any kind knows the reality that legal disputes can erupt during the course of business. These legal issues are often the seeds of commercial disputes, and if not addressed promptly and adequately, litigation may arise.

Litigation can be extremely taxing on a business operation. Litigation is costly, time-consuming, and downright detrimental to the growth and progress of commercial endeavors. Consequently, litigation must be either avoided or addressed at the earliest possible opportunity.

Hiring an experienced and reliable commercial litigation attorney will reduce business and legal risks.

Your attorney will provide appropriate legal analysis and advocacy on your behalf, simplifying seemingly difficult legal issues. Moreover, your attorney will seek more suitable legal arrangements in your favor and, in the event of litigation, your lawyer will protect and defend your rights thoroughly, even in stages of appeal.

An effective commercial litigation attorney will be your ally, teaming by your side, seeking to save you time and expense.

What Kind of Assistance is Offered in Commercial Disputes or Litigation?

Attorney Aaron Hall and his legal team at Twin Cities Law Firm, LLC provide business clients with trustworthy and dependable legal services aimed at obtaining the most beneficial results in a commercial dispute.

Licensed to practice in Minnesota, Aaron Hall and his attorneys have been rendering legal assistance to business entrepreneurs and commercial enterprises throughout Minnesota.  Legal assistance offered includes initial case assessment and consultation services in order to properly determine the most prudent course of action in a case. As experienced legal counsel with a strong trial practice background, the attorneys exert earnest efforts to cater to client satisfaction in every case. When appropriate, their attorneys bring

cases to alternative dispute resolution (ADR) tribunals instead of commencing actual court litigation. A non-comprehensive list of their areas of experience in commercial litigation is as follows:

• Deceptive trade practices
• Commercial torts
• Consumer frauds
• Breach of contracts and contractual claims
• Breach of warranties
• Misuse of intellectual property
• Infringement of copyrights, trade-names, and trademarks
• Tortuous interference with contracts
• Litigation arising under RICO
• Software litigation
• E-commerce transactions
• Anti-trust and trade disputes
• Securities litigation
• Multi-state transactions relating to information technology
• Executive compensation litigation

How Do I Find Assistance?

If you are threatened with an impending commercial dispute or have become a party to the same, let an experienced and competent business attorney show you the benefits of having the proper legal assistance at the earliest possible opportunity. Also, learn your rights and alternatives options you may have available to you through contacting attorney Aaron Hall to analyze your situation.

Business fraud may take several forms. It may involve fraud inside a business, business-to-business fraud, or business-to-consumer fraud. Each of these Minnesota business fraud types is covered in more detail here, followed by a discussion of how to deal with business fraud.

Minnesota Fraud Laws

Minnesota has a number of state and federal laws addressing fraud in the business context. These laws range from common law fraud to federal securities laws. Identifying the particular law applicable to your situation typically depends on the relationship between or among the parties. That is, was it fraud within the business, business-to-business fraud, or business-to-consumer fraud?

Fraud within a Minnesota Business

Fraud inside a business is done by someone within the business. Often, a business owner discovers that an employee, officer, or another owner of the business has been engaging in business fraud. Someone who was trusted by the business has betrayed that trust to benefit themselves.

If the person who engaged in fraud was an officer, director, employee, shareholder, or owner of a Minnesota business, the person will also be liable under Minnesota fiduciary duty laws. If the person was an independent contractor, the person may be liable for breach of contract or breach of the duty of good faith. In addition to laws that make fraud a legal within a Minnesota business, Minnesota has laws restricting fraud between parties in contracts or transactions.

Business-To-Business Fraud & Business-to-Consumer Fraud

When at least one party to a contract, sale, or purchase resides in Minnesota, Minnesota fraud law will it apply to that transaction. A number of Minnesota laws are applicable to such transactions including the Uniform Commercial Code, Minnesota blue sky laws, and Minnesota common law.

Examples of Minnesota Business Fraud

Examples of business fraud include consumer fraud, breach of contract, breach of warranty, fraudulent sale of a franchise, investment fraud, financial fraud, misrepresentation, nondisclosure, ownership disputes, shareholder disputes, partnership disputes, conversation of business property, breach of fiduciary duty, fraudulent advertising and marketing schemes, false representations, mortgage fraud, and real estate fraud.

In his article, An Unholy Trinity: The Three Ways Employees Embezzle Cash, the founder of the Association of Certified Fraud Examiners in Austin, Texas, Joseph T. Wells, states:

According to the 1996 Report to the Nation on Occupational Fraud and Abuse, a study conducted by the Association of Certified Fraud Examiners, embezzlement schemes such as Miano’s are both prevalent and incredibly costly. Also known as The Wells Report, the study concludes that the average company loses about six percent of its gross revenues to all forms of occupational fraud and abuse. That staggering sum, if multiplied by the gross domestic product of the U.S., would mean an annual cost of more than $400 billion. Embezzlement, along with fraudulent statements and other corrupt acts such as bribery and bid rigging, represent the principal ways employees defraud their organizations.”

How to Deal with Fraud in Minnesota

There are various ways to deal with business fraud depending upon the circumstances. For example, fraud between business owners will be handled much differently from fraud involving a company in a contractual relationship with your company.

The precise way in which you deal with business fraud should be determined by a careful analysis of the circumstances with an attorney experienced in Minnesota business fraud. If the person engaging in fraud is not aware that you have discovered the fraud, you will analyze the quickest and most effective ways to gather evidence of the fraud.

Some fraud is best resolved by reporting it to law enforcement, while other fraud may be more appropriately resolved through a discrete letter explaining the serious legal consequences that will result if the person fails to take immediate action as requested by the letter.

Our Approach to Business Fraud

Aaron Hall and attorneys in his firm are experienced in a plethora of business fraud cases. When appropriate, they will conduct a meticulous review of the facts to discover critical evidence and winning theories of recovery that have gained powerful results in many cases. When necessary, the attorneys will enlist the services of certified fraud examiners, business appraisers, forensic accounts, or other leading experts to uncover fraud, discover missing assets, and gather evidence vital to the resolution of claims.

Aside from a few prominent Minneapolis and St. Paul business fraud cases, most business fraud cases are resolved before trial through discreet settlements without publicity. However, cases that involve criminal prosecution for fraud often make news headlines.

If you feel you have been a victim of business fraud or if you have been accused of business fraud and need quality legal representation, you are welcome to contact a business and commercial litigation attorney at our firm.

About Aaron Hall: As a Minnesota business attorney, Aaron Hall is experienced in representing plaintiffs and defendants in claims involving business-to-business fraud, business-to-consumer fraud, and fraud inside a business. He and the attorneys at his firm have represented small and medium sized business owners, worked with businesses in a wide-variety of industries, and have thousands of hours of courtroom experience.

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