Minnesota's New Limited Liability Company Act
June 30, 2015 | Bradley KletscherOn April 8, 2014, Governor Dayton signed into law the Minnesota Revised Uniform Limited Liability Company Act which will be codified in new Chapter 322C of the Minnesota Statutes (the “MRULLC”). The MRULLC will become effective on August 1, 2015 for all Limited Liability Companies (“LLC”) formed on or after that date. LLCs in existence on July 31, 2015 will remain governed by the present Minnesota LLC Act, Chapter 322B (“Chapter 322B”), but may elect after that date to be governed by the New Act. Any Chapter 322B LLCs that have not elected to be governed by the New Act will automatically become subject to the New Act on January 1, 2018. Significant aspects of the MRULLC, compared to Chapter 322B, include the following: Model change toward partnership Chapter 322B closely resembles the Minnesota Business Corporation Act. Chapter 322Bs default rules establish a corporate structure, with members, a board of governors and managers more analogous to shareholders, a board of directors and officers in a corporation. The MRULLC defaults to member management (similar to a partnership), but permits manager management and board management. Board management is to permit existing LLCs to continue with their current structures. Operating Agreements Chapter 322B contemplates that an LLC will have a member control agreement and bylaws, which…
Read MoreBGS Bass Fishermen on Mille Lacs 2015
June 1, 2015 | Scott M. LepakThe Barna, Guzy & Steffen bass fishing team of Bill Huefner and Scott Lepak was back at it for the first time in 2015. Bill and Scott were joined by Bill’s brother Tom from Columbus Ohio. Tom was spending his last day before his official retirement on the lake. While Mille Lacs has had more than its share of bad publicity on walleyes, it remains a lake that offers monster smallmouth bass opportunities. The changes in weather systems and the cold water temperature for the last Friday in May made for prospects on Lake Mille Lacs that were as dim as the sky overhead. Using the theory that you can’t catch a bass while sitting in your office, we set out with our trusty guide Wyatt. It didn’t take long for us to discover that bass were not hard to locate because they were still sitting on their spawning beds. Unfortunately they were not budging off the beds to attack anything we put in front of them. As dedicated catch and release enthusiasts, we discussed the fact that it is hard to release a fish that you don’t catch. The day produced two smallmouth and one rock bass and one loon that appeared to want to spend the day next to our boat….
Read MoreMinnesota's New Wage Disclosure Law: What Employers Should Know
May 22, 2015 | Bradley KletscherEmployers should be aware of Minnesota’s new wage disclosure law. The question sometimes arises whether an employer can require their employees not to discuss their wages with other employees. Minnesota now has a law that provides that an employer cannot require an employee not to disclose their wages. The new law codified at Minn.Stat. 181.172 provides in part: “(a) An employer shall not: (1) require nondisclosure by an employee of his or her wages as a condition of employment; (2) require an employee to sign a waiver or other document which purports to deny an employee the right to disclose the employee’s wages; or (3) take any adverse employment action against an employee for disclosing the employee’s own wages or discussing another employee’s wages which have been disclosed voluntarily. . . . (c) An employer that provides an employee handbook to its employees must include in the handbook notice of employee rights and remedies under this section. (d) An employer may not retaliate against an employee for asserting rights or remedies under this section.” Minn.Stat. 181.172 (2014). One important element of this new employment law is the requirement that if an employer provides an employee handbook, the employer must include in the handbook a notice of the employee’s rights and remedies under Minn.Stat….
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