From small businesses to large corporations, Dunlap Seeger’s corporate law practice provides comprehensive knowledge and business acumen to help clients succeed. With more than 75 years of experience, our multidisciplinary team offers smart counsel to business owners, partners and stockholders on business matters such as mergers and acquisitions, litigation, startups, owner disputes, contracts, succession planning and much more. We work with a vast array of Minnesota businesses as well as national and international businesses, in industries ranging from real estate, construction, healthcare groups, manufacturing, hospitality, financial institutions and more. Our sophisticated work offers clients practical, creative solutions with a commitment to providing honest advice, tailored specifically to their needs.
Related Services
- Bankruptcy & Collection Actions
- Closely Held Businesses
- Commercial & Business Litigation
- Contracts
- Creditors' Rights
- Governance & Formations
- Intellectual Property & Licensing (including copyrights, patents and trademarks)
- Mergers & Acquisitions
- Owner Disputes (including member, partner and shareholders)
- Startups (including venture capital and angel financing)
- Succession Planning
UPDATE: Guidance Issued on Minnesota Small Business Relief Grants Program
The Minnesota Department of Employment and Economic Development (DEED) has posted guidance about the recently-created Minnesota Small Business Relief Grants Program. The program establishes a lottery for $10,000 grants for small businesses that can demonstrate financial hardship as a result of COVID-19. Our general overview is found here. The online application will only be available from Tuesday, June 23, 2020, through Thursday, July 2, 2020, at 5:00 pm. After the application window ends, DEED will pair with the Minnesota Lottery and an independent, third-party More +
Paycheck Protection Program: New Interim Final Rules and Forgiveness Applications
The SBA and Treasury have released new Paycheck Protection Program guidance and forgiveness applications. This new material addresses changes brought by the Paycheck Protection Program Flexibility Act, including those to PPP loan maturity, deferral, and forgiveness. Interim Final Rule on Revisions to First Interim Final Rule clarifies that spending 60 percent of PPP proceeds on payroll costs is not a cliff requirement. Put differently, if a borrower spends only 59 percent of PPP proceeds on payroll costs, the borrower will receive More +
Minnesota Small Business Relief Grants
We are also monitoring Minnesota House File 5, which approves approximately $62 million for grants to small businesses. Half of this amount will go to businesses outside the metro area. A business will be eligible if it is owned by a permanent resident of Minnesota, is located in Minnesota, employs 50 full-time workers or less, is in good standing with the secretary of state and department of revenue, and can demonstrate financial hardship as a result of COVID-19. Eligible businesses may More +
Paycheck Protection Program Flexibility Act Becomes Law
President Trump has signed the Paycheck Protection Program Flexibility Act of 2020 (the “Act”). The Act makes several important revisions to the Paycheck Protection Program. It: extends the covered period to use funds for eligible expenses from 8 weeks to the earlier of 24 weeks or December 31, 2020; reduces the percentage of eligible expenditures that must be used on “payroll costs” from 75 percent to 60 percent (but the 60-percent requirement is a cliff requirement: if the borrower does More +
PPP Forgiveness Application Released
The SBA and Treasury recently released Form 3508, the long-awaited Paycheck Protection Program (PPP) Loan Forgiveness Application. Here’s an overview. Form 3508 has four parts: a forgiveness-calculation form, a Schedule A, a worksheet for Schedule A, and a borrower-demographic form. You’ll need to submit the first two parts to your lender, along with verifying documentation. The Form identifies an October 31, 2020 “Expiration Date,” which implies a Halloween deadline. Keep the Schedule A worksheet on file. The borrower-demographic form is optional. More +
Most PPP Borrowers Receive Certification Safe Harbor
The SBA and Treasury issued new guidance on PPP loan-request certifications. Most PPP borrowers will now benefit from an automatic safe harbor, which should remove certification questions for loans under $2 million. Specifically, the guidance says that borrowers that “received PPP loans with an original principal amount of less than $2 million will be deemed to have made the required certification concerning the necessity of the loan request in good faith.” Most PPP borrowers will benefit because very few PPP loans exceed More +
New PPP FAQs: Put Rehire Offers in Writing
On Sunday, the SBA and Treasury Department posted a few more frequently asked questions/answers on the Paycheck Protection Program (PPP). Question 40 is noteworthy. It provides that a borrower’s PPP loan forgiveness amount won’t be reduced if the borrower laid off an employee, offered to rehire the same employee, but the employee declined the offer. This guidance addresses the concern that forgiveness would be reduced despite a borrower’s efforts to rehire. Under the CARES Act, forgiveness is generally reduced where a borrower More +
Paycheck Protection Program: New Disbursement Rule
The Small Business Administration recently released another interim final rule. This rule relates to disbursements of Paycheck Protection Program loans. It announces that borrowers may not take multiple draws to delay the start of the 8-week covered period. Under the CARES Act, the covered period is important for determining loan forgiveness. The Paycheck Protection Program FAQs had created confusion. The answer to Question 20 says that the 8‑week covered period “begins on the date the lender makes the first disbursement.” “First disbursement” implied More +
New Repayment Safe Harbor for Companies That Didn’t Need a PPP Loan
On Friday, the SBA issued another set of rules for the Paycheck Protection Program. No, these are not the much-needed rules and guidance on forgiveness, which we still await. These new rules cover a variety of topics, including certain requirements for promissory notes for lenders, clarification on certain eligible businesses (including a prohibition on hedge fund participation), eligibility of companies with ESOPs, and eligibility of businesses currently in bankruptcy. Perhaps the most notable piece is a new repayment safe harbor for More +
Commercial Property Insurance Coverage for COVID-19-Related Income Loss
Two types of commercial property insurance may cover COVID-19-related income loss for businesses: Business interruption coverage, which covers loss of income that results when damage to a business’s property prohibits the business from operating; and Contingent business interruption coverage, which covers loss of income that results when damage to a business’s supplier’s property prohibits the business from operating. To trigger either coverage, “direct physical loss or damage” to property is required. The Minnesota Court of Appeals has held “physical loss” More +
Main Street Business Lending Program
Today, the Treasury and Federal Reserve Board announced the establishment of the Main Street Business Lending Program. According to the Treasury Secretary, the program is aimed at making a “significant difference” for medium-sized businesses. Under the program, the Fed will facilitate lending to businesses with less than 10,000 workers or $2.5 billion in revenue. Borrowers are required to attest that the financing is required due to exigent circumstances presented by the COVID-19 pandemic and that reasonable efforts will be made to More +
To Start a Business, Consider Going Slowly
When most Minnesota residents get an idea, they want to start working on it right away. In particular, if a person believes that the time has come to start a business, he or she may want to jump into the process as quickly as possible. If a person is of older age, he or she may feel like there is no time to waste in getting the business started, but slowing down may be a better route to consider. By More +
The CARES Act–Paycheck Protection Program
The Paycheck Protection Program is a significant piece of the recently-passed Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). It is designed to help nonprofit and for‑profit businesses with less than 500 employees cover payroll and other expenses. Under the Program, small businesses may receive cash-flow assistance in the form of loans administered through banks and credit unions. Loan proceeds may be used to cover payroll, mortgage and debt interest, rent, and utilities. To qualify, the borrower must More +
Succession Planning for Small Businesses is Important
Family-run business owners have to make sure that they have a plan for what’s going to happen with the company if they pass away. Part of this has to do with the estate plan that they set up. Having everything in order with their personal estate plan can help to provide for their family members, which may make it easier for the business’ staff to focus on running the company. It is important to get your plan in place as More +
Business Formation Could Start with Assessing Interests
The idea of being one’s own boss is intriguing to many people in Minnesota and across the country. Some people may think that they would make great entrepreneurs, but they may feel stuck as to what type of business they could start that would lead them down a successful business formation path. Luckily, assessing various details could help individuals come to an answer. A good place to start when looking to find a business idea is one’s owns passions and interests. Often, people More +
Have Realistic Expectations When Starting a Business
It is admirable to have dreams that one wants to achieve. However, it is important to remain realistic about those dreams, and Minnesota residents may want to ensure they have the right information before creating upheaval in their lives. For example, many people think that starting a business will change their lives in positive ways. While this can certainly be the outcome, some may think that it is easier than it really is. Working a traditional job means that a person’s More +
Chapter 11 Bankruptcy can Reduce Obligations to Shareholders
Companies have financial obligations to many different parties. When a business hires people to work, they have an obligation to fulfill the promises made regarding that employment, including the payment of wages. Companies also have financial obligations to local and federal government agencies because they must collect and pay taxes. Businesses can also incur additional financial obligations to creditors that help them fund expansions, suppliers who do not demand payment up front, and shareholders or investors that use their own More +
Business Formation Can Benefit From The 4Ds
Being an entrepreneur is not for everyone. However, if Minnesota residents feel that it is a journey they want to take, it can be helpful to know from the start which characteristics could help them during business formation and when reaching success in the years to come. In particular, the four Ds may be worth considering. First, parties wanting to start their own businesses need to have the desire to succeed. This may seem like an obvious characteristic, but not everyone feels the More +
Skills Assessment is Important When Wanting to Start a Business
Wanting to work for oneself is a desire that many Minnesota residents have. However, they may not feel that they have what it takes to start a business. It is also possible that individuals feel like they would be a great entrepreneur but feel uncertain about the type of business they should start. Fortunately, some time and research could help. First, parties interested in starting a business may want to assess their skills. Some people may have a hobby that they More +
Should You Back Up That Handshake Deal?
You decide to work with another business owner. Maybe they’re a vendor. You’re going to buy products or services from them. It seems like a lucrative deal for both of you. You hash it out at lunch one day, at an impromptu business meeting. The company you run is a small, local business. You only have a few employees. The same is true for the other business owner. The two of you went to high school together and you have More +
Starting a Business May Be a Goal For The New Year
With the new year comes new goals, and because 2020 is just around the corner, many Minnesota residents may be thinking that now is the time to take steps toward achieving some of their life’s dreams. For some individuals, those dreams could include starting a business. If so, it may be the right time to gain information on the steps to take to reach that goal. First, it is important that individuals have a good business idea. Unfortunately, not all ideas More +
Issues That Can Lead to Fraud in a Small Business
While many business partnerships do last and thrive, the reality is that a fair amount also fall apart. Sometimes, two partners just decide they cannot run the company well together. Other times, they have different visions of what the future should look like. Still other times, one partner commits fraud or theft, abusing their position within the company. All of these situations can lead to litigation and the dissolution of a partnership contract. Let’s spend a little time looking at More +
Older Individuals Can Still Jump Into Business Formation
Many Minnesota residents may have toyed with the idea of starting their own business over the years. Still, they may have stayed in their chosen career path instead of venturing out, and now that they are older, they may wonder whether it is too late to start a company. Fortunately, individuals of any age can begin the business formation process. First, it is important for individuals to go over their finances before taking this leap. They may find that they need to More +
Company History Can Be Important to Business Formation
Many prospective and current business owners often need financial assistance to get their companies off the ground or to expand their current commercial enterprises. Often, individuals can contact potential investors in hopes of obtaining financial backing. During business formation, individuals can create a business plan that will explain the foundations of the company to those potential investors. One part of the business plan that Minnesota business owners may want to focus on is the company history or background. This section can detail More +
Reasons For the High Family Business Failure Rate
If you run a family business, you may be well aware of the dire failure rate. Even if you keep the company strong while it is under your control, the reality is that most family businesses fail as they move on to the second or third generation. It’s just too hard to sustain. The vast majority end up folding. This is an issue that impacts both your business decisions and your estate planning. You may want to pass that company More +
Estate Planning can Help Address Future Business Matters
Many Minnesota residents achieve their dreams of starting their own businesses. This accomplishment is one that can follow them throughout their lives and even continue after their passing. As a result, it is important to remember the business when estate planning. Business owners need to include their business-related matters in various parts of their estate plans. For instance, it is likely that a business owner will want to distribute his or her business assets to loved ones or other beneficiaries, and creating More +
Many People Choose an LLC During Business Formation
Entering the business world is a major step, especially if Minnesota residents want to start their own companies. A lot of information exists surrounding business formation, and many people may not know where to start. Often, individuals starting new businesses opt to create LLCs, or limited liability companies, but is that right for everyone? The short answer to that question is no. However, an LLC can offer a number of benefits, and many company owners find that this structure meets their needs. More +
Inventorying is a Good Place to Start When Estate Planning
The idea of having to assess their entire lives can make many Minnesota residents put off creating an estate plan. It may seem like too much work at the moment or something better left for another time. However, if estate planning is put off for too long, individuals may not have time to create their plans. Getting started sooner rather than later is ideal when it comes to estate planning. If parties do not know how to get started, they can begin by More +
Reasons Businesses May File for Bankruptcy
Business owners often want to ensure their organization is successful in creating value and bringing in profits. However, there may be some cases where a business does not achieve those goals for an extended period, which can push it into bankruptcy. While owners may hold some level of responsibility, there are several reasons why bankruptcy can occur. Causes of Chapter 11 These are a number of factors that may contribute: State of the market: If the overall economy or the business’s More +
Business Formation Types That Limit Personal Liability
When you own your own Minnesota small business, you have a lot to potentially lose in the event that someone falls a lawsuit against that business, and if you are not careful when setting it up in the first place, your personal assets could be at stake. At Dunlap & Seeger, we understand that there are certain business structures you can choose when forming your business that can help protect your personal assets, and we have helped many entrepreneurial clients establish business structures More +
Here’s What Your Next Business Contract Needs To Do
Never sign a contract that you do not feel 100% comfortable with. It can harm your business for years to come. Signing it is legally binding. In a lot of cases, you can’t back out after the fact. Even with specific escape clauses, which allow you to legally break the contract, certain conditions must be met before you can do it. It’s not always easy. To avoid a serious mistake, here are some of the key things that you should look for: More +
How Do You Start a Business in Minnesota?
Starting a business in Minnesota does not have to be difficult. However, you should take care to do everything correctly. The right business model and legal structure should protect you from liability. Conversely, inappropriate structures could have the opposite effect. Of course, one of the first things you would want to do is establish a sound business plan. This article will assume that you already have your plan worked out and you are ready to move on to making everything official. More +
Should You Register Your Trademark?
Whether you are a small business owner or you are in charge of a larger corporation, you may have adopted a mark for your company. Marks are designed to alert customers to your brand, and can be a name, symbol or sign that represents your company. Although marks are not required to be registered with the United States Patent and Trademark Office, there are several benefits to doing so. There are also some things you should keep in mind before More +
The Primary Advantages of Chapter 7 Bankruptcy
The decision to file for Chapter 7 bankruptcy is never an easy one. Even if you understand the pros and cons, you may still have some reservations about pushing forward. This is natural, as filing for bankruptcy is one of the biggest financial decisions you’ll ever make. Understanding the primary advantages of Chapter 7 bankruptcy will help you decide if it’s the right decision for you at the present time: A new financial beginning: For the most part, Chapter 7 bankruptcy gives you More +
Getting the Right Licenses For Your Business
If you have a small business in Rochester, Minnesota, chances are that you are busy enough already without having to worry about licensing and renewal. At Dunlap & Seeger, P.A., we understand the need for an efficient and expedient solution to your legal requirements. That is why we keep up to date on the local and state requirements for licensing that affect a variety of businesses and trades in the city and the surrounding communities. Whether you are starting a new business or expanding More +
Building a Foundation For Your Business Partnership
Building a business from the ground up is bound to bring you some incredible opportunities to take risks and enjoy the reward of making strategic decisions. Working with other like-minded professionals certainly has its benefits, but must be built on a strong foundation to provide support and advantage to your company. At Dunlap & Seeger, we have experience in helping people in Minnesota as they prepare to start their own company. Business partnerships provide you with the opportunity to draw upon the strengths More +
Do Corporations Pay More or Less Tax?
What you owe in federal taxes for your newly formed or converted Minnesota S corp or C corp would depend on many things, including the size of your company, the nature of your operations and so on. The deductions and credits would also depend on your unique situation. Please read on for a brief review of what you may have to pay as a corporation. You may want to note before beginning that, though corporations may have some unique benefits, they More +
Protecting Your Business From Unscrupulous Competitors
Capitalism allows individuals an opportunity to develop their own path toward financial freedom, often by following their passions or working in a field where they are particularly skilled. People can work jobs or sell goods or services they provide in order to accumulate capital and potentially start their own business. Being your own boss is a big part of the American dream for many who don’t wish to work for others for their entire lives. However, there must be some More +
Considering the Potential of Buying Out Another Company
For business owners in Minnesota, the prospect of buying out an existing company and recreating organizational processes to match their initiative is both an exciting and risky decision. While the sheer weight of such a critical decision can be enough to turn some away, those who follow through with their idea may realize incredible opportunity if they implement the right strategies from the onset of their quest to buy out another company. The choice to acquire the assets of another More +
Maintaining the Satisfaction of Your Investors
Finding people to invest in your company can make a considerable difference in how accessible important qualities of success become for your organization. Investors can bring powerful support to your business and contribute knowledge, experience and stability in helping you establish your initiative. At Dunlap & Seeger, we have been able to successfully help business owners in Minnesota to protect what is most important to them. One of the most critical aspects of having investors is the ability to maintain them. Keeping them More +
Building Brand Awareness and Strengthening Rapport
One of the biggest challenges for many companies in Minnesota is the quest to build and advertise a brand that is uniquely different from all of the other competing companies in their industry. This aspect of growing an organization requires time, assessment of objectives, research and risk-taking for leaders to discover how to create a brand that is effective at both informing and motivating consumers to choose their product or service. Part of a company’s efforts to build brand awareness More +
What to Know About General Liability Policy
One of the keys to making a new business last in Rochester is to build in protections so that the company does not fall prey to lawsuits that could deplete its resources or drive it into bankruptcy. Investing your company with general commercial liability insurance is one way you can shield your business in the event another party brings a suit against your company for damages. If you are considering buying insurance for your business, here are some important things More +
When Are Non-Compete Agreements in Contracts Valid?
Both employers and workers in Minnesota have good reason to wonder about the legal validity of non-compete agreements. For those unfamiliar with the term, a non-compete agreement is a clause in an employment contract or sometimes a free-standing separate document that protects employers at the end of an employment relationship. Non-compete agreements help ensure that employees cannot take business secrets, client lists and proprietary information to a competitor. Essentially, a non-compete agreement protects the intellectual property and business practices of employers in the More +
How to Select a Business Successor
As Minnesota business owners approach the end of their careers, they may realize they need to choose a business successor. This is an important decision to make and there are many things people need to consider as they identify potential successors. One thing business owners need to consider is what the future might hold for their company. Leaderonomics.com says that it is a good idea for people to know what challenges might arise in the immediate future, as well as several years More +
Using Strategy to Decide on a New Location For Your Business
As you grow your business in Minnesota, you may encounter the need to invest in some more commercial property to help with the development of your organization. Deciding where to purchase this property is critical to your success and will require you to spend considerable time comparing your options. At Dunlap & Seeger, we have helped many business owners to secure and protect various aspects of their company. A lot of factors will need to be managed in deciding which property you purchase More +
Negotiating Strategically to Win Over Investors
When new companies are testing the waters with their products, investors can play a critical role in expediting the process of building small businesses and helping them scale their initiative. What organizational leaders in Minnesota should be aware of is how critical their content delivery is when pitching to investors. What they say, or do not say, and how clearly and confidently it is presented can make all the difference in whether or not they can seal the deal. When businesses More +
Focused Expertise
Technology
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Working at the forefront of the technology industry requires that companies and organizations surround themselves with the properly focused, tailored expertise that drives results. Dunlap Seeger’s multidisciplinary team seamlessly provides smart counsel for business formation, intellectual property and patent protection, data privacy, financing (IPOs, private equity and other funding sources), contracts, licensing and more.
insights
May 31, 2019
Bankruptcy Could Actually Help You Keep Your House
When people hear the word bankruptcy, they all too often immediately start to imagine losing everything they own and living in poverty. Bankruptcy, after all, means that you have reached a point where your debt overwhelms you and your income can no longer offset your financial obligations adequately. However, even people who make six-figure salaries can find themselves in need of bankruptcy protections, and filing for bankruptcy doesn’t mean you can’t recover financially afterward or have a better future. It More +
July 08, 2019
Building a Foundation For Your Business Partnership
Building a business from the ground up is bound to bring you some incredible opportunities to take risks and enjoy the reward of making strategic decisions. Working with other like-minded professionals certainly has its benefits, but must be built on a strong foundation to provide support and advantage to your company. At Dunlap & Seeger, we have experience in helping people in Minnesota as they prepare to start their own company. Business partnerships provide you with the opportunity to draw upon the strengths More +
Strong
Why Dunlap Seeger
For more than 75 years, Dunlap Seeger has had the privilege of representing clients across the region as well as nationally and internationally. Our approach is comprehensive, deliberate and puts client needs first and foremost.
