Perspectives

If your business offers subscription services, auto-renewing memberships, or any type of recurring billing program-whether to consumers or other businesses-change is coming. And it’s coming fast. 

Starting July 14, 2025, the Federal Trade Commission’s (FTC) new Click-to-Cancel Rule will take effect, creating significant compliance obligations for companies that utilize what the agency calls “Negative Option Features”. This new rule is designed to make it just as easy for customers to cancel a subscription as it was to sign up in the first place-and failure to comply will lead to regulatory scrutiny.

At WFJ, we’re tracking developments because we understand how quickly evolving federal rules can impact your day-to-day operations. Below, we break down what the Click-to-Cancel Rule requires and what steps your business should be taking now to prepare.

What is a “Negative Option Feature”?

A Negative Option Feature is a provision in a contract where a customer’s silence or inaction is interpreted as acceptance or continuation of a recurring service or payment. Think of automatic renewals, continuity plans, or free-to-paid trial conversions.

The FTC’s new rule applies broadly-to both business-to-consumer (B2C) and business-to-business (B2) transactions.

What Does the Rule Require?

The rule has three core requirements, two of which go into effect on July 14, 2025. The third requirement is already enforceable.

1.Simple Click-to-Cancel Mechanisms

Effective July 14, 2025

If your business allows customers to sign up for a subscription online, you must also allow them to immediately cancel it online-with no unecessary hurdles.

• Online Cancellations must be easy to find and use. If a customer signed up without talking to a representative, they cannot be required to speak with one to cancel.
• Telephone cancellations must be handled promptly, during normal business hours, and can not cost more than the initial call.
• In-person cancellations can’t be the only cancellation method-even if the original sign-up was in person.

Bottom line: The cancellation process must be as easy as the sign-up process. 

2.Clear Disclosures of Material Terms

Effective July 14, 2025

Before you collect billing information, you must provide clear and conspicuous disclosures, including:

• That charges will occur and may increase after trial periods
• How and when customers can cancel
• The cost and frequency of recurring charges
• The cancellation method required under the new rule

These disclosures must appear immediately next to the consent mechanisms and before the customer agrees to the terms.

3.No Misrepresentations

Already in effect

The rule prohibits misrepresenting any material fact about your recurring service-including:

• The cost
• The cancellation process
• The nature or effectiveness of the service
• Any aspect likely to influence a customer’s purchasing decision

If it could affect someone’s choice to sign up or continue a service, it must be stated truthfully and clearly.

Why This Matters Now

Although some aspects of the rule won’t be enforceable until mid-2025, the FTC has already made it clear that transparency and fairness in subscription-based services are a top enforcement priority. With the July 14 deadline approaching, busineses should begin reviewing customer onboarding flows, updating cancellation procedures, and ensuring disclosures meet the new standards. 

It’s also important to note that state laws may impose stricter requirements, and complying with federal rules doesn’t guarantee compliance at the state level.

How WFJ Can Help

At Wagner, Falconer & Judd, our attorneys and Compliance Center team are dedicated to keeping businesses like yours ahead of the curve when it comes to legal and regulatory changes. We know that each business model is different-and compliance isn’t one-size-fits-all.

Whether you need a comprehensive reivew of your current subscription practices, help drafting compliance disclosures, or advice on how this rule interacts with your state’s laws, we’re here to guide you every step of the way.

Reach out to WFJ’s Compliance Center today to ensure your business is ready for the Click-to-Cancel rule and stays compliant.

Minnesota employers, change is coming-and it’s time to prepare. Begining in 2026, the state’s new Paid Family and Medical Leave (PFML) program will provide workers with paid time off for life events like bonding with a new child, recovering from illness, or caring for a loved one. If you’re feeling overwhelmed by the details, you’re not alone. At Wagner, Falconer & Judd, we believe in simplifying the complex, so here’s what you need to know.

The Basics: What is PFML?

Minnesota’s PFML law, passed in 2023, is a state-run insurance program that provides up to 20 weeks of paid leave per year for qualifying family or medical reasons.

• Contributions Start: January 1, 2026
• Benefits Available to Employees: January 1, 2026
• Administered by: The Minnesota Department of Employment and Economic Development (DEED)

Employer Responsibilities: What You Need to Do

Here’s your action list:

Submit Wage Reports: Starting October 31, 2024, you must file quarterly wage detail reports.

Start Payroll Deductions: Contributions being January 1, 2026. Employers and employees share the cost-each typically pays 0.44% of wages (for a total of 0.88%).

Post Notices: You’ll be required to post workplace notices and distribute individual notifications by December 1, 2025.

Maintain Coverage: While an employee is out on PFML, you must maintain their health insurance.

WFJ Tip: Employers can opt out of the state program if they offer a private plan that meets state standards.

Eligibility: Who Qualifies?

Covered Employers

If you employ at least one person in Minnesota, even remotely-you’re subject to the PFML law.

Covered Employees

To qualify for benefits under the Minnesota PFML program, employees must meet all of the following:

• Earn at least 5.3% of the state’s average annual wage in the year prior to the leave (about $3,781.23 in 2024)
• Perform at least 50% of their work in Minnesota, or if no single state meets the 50% threshold, the employee must live in Minnesota and perform some work here
• Be a current employee, or in some cases, a former employee separated from employment for less than 26 weeks
• Provide appropariate notice and documentaiton for the leave requested

This includes full-time, part-time, seasonal, and temporary employees.

Remote Employees Count Too: Even if your company is based out of state, if you have just one employee working remotely in Minnesota, that employee is eligible and your business must comply .

Independent contractors are not eligible under the employer’s PFML contributions-but they may opt into the program on their own.

What Leave is Covered?

There are two main types of leave under PFML:

• Medical Leave (up to 12 weeks): For the employee’s own serious health condition
• Family Leave (up to 12 weeks): For bonding with a new child, caring for a family member with a serious condition, addressing a military exigency, or taking safe leave.

Combined Cap: An employee may take up to 20 total weeks of paid leave per benefit year.

Intermittent Leave: Leave can be taken in small blocks (e.g., a few hours or days at a time), with a cap of 480 hours per year for intermittent use.

Reporting and Payroll Deductions: What Goes Where?

Here’s what you’ll need to track and report:

• Quarterly wage detail reports to the state
• Employee payroll deductions (starting in 2026)
• Coordination with PTO/STD: If an employee is also receiving short-term disability (STD) or using PTO, you must report it. Benefits are adjusted to avoid duplication.

Payroll systems must be updated to reflect PFML deductions and payments on employee earning statements.

How Does PFML Work with Other Benefits?

One of the biggest questions we hear from employers is: How odes this fit with the FMLA or other leave policies?

• PFML and FMLA run concurrently when applicable. If an employee qualifies for both, they can’t stack one on top of the other.
• Job protection under PFML kicks in once an employee has worked 90 consecutive days. 
• Employees can use PFML intermittently, but you may limit them to 480 hours of intermittent leave per year.

If you already offer parental leave or short-term disability, PFML doesn’t cancel them out-ut it will likely require coordination to avoid overpayment or compliance gaps.

Private Plans: Is It Worth Opting Out?

Some employers choose to offer a private plan instead of participating in the state-run program. To qualify, your plan must:

• Offer benefits at least equal to those provided by the state
• Be approved by the Minnesota Department of Employment and Economic Development
• Be monitored to ensure compliance

Benefits of a private plan may include faster claims processing, better integration with existing policies, and more administrative control. \

Penalties and Enforcement

Don’t ignore this law. Employees can sue to enforce rights under PFML, and employers can face penalties between $100 and $10,000 per violation. Retaliation against employees who request or take this leave is strictly prohibited.

Your Next Steps

Here’s how to get ready now:

✅ Audit Your Workforce: Identify who may be eligible based on wage and work location
✅ Evaluate Current Leave Policies: Understand where PFML overlaps or conflicts
✅ Update Payroll Systems: Prepare for future contributions and reporting
✅ Plan Your Communications: Clear employee education is critical
✅ Consider Private Plan Options: If you want more control, explore alternatives

Need Help Making Sense of PFML?

At Wagner, Falconer & Judd, we’re here to help you prepare for changing laws with confidence-not confusion. From policy reivew to training your HR team, our attorneys can help you navigate the new law while protecting your business.

Contact us today to ensure you’re ready for Minnesota PFML in 2026-and beyond. 

Chasing down overdue payments can drain valuable time and resources. You’re balancing the need to maintain customer relationships with the hard reality that unpaid invoices impact cash flow and threaten financial stability. That’s where WFJ comes in.

Working with a legal team for collections-rather than a traditional agency-gives you a strategic edge. At Wagner, Falconer & Judd, our collection services combine the power of proactive outreach with the legal backing you need to get paid.

Here’s how our process works and why it adds value at every step.

A Transparent, Legal-First Process from Day One

When you place an account with WFJ, whether by email or through our secure portal, our team immediately gets to work. Within 24 hours, a written demand is sent on your behalf. This first step signals to your debtor that the matter is now in the hands of a law firm-often motivating a quicker resolution.

Ongoing Contact from Experienced Collectors

Our collectors begin calling the debtor right away and continue making 2-3 calls each week. These calls are more than just reminders-they’re strategically crafted conversations backed by a legal presence, designed to move the conversation toward resolution.

Full Control Over Payment Plans & Settlements

All payment plan proposals or settlement offers go directly to you for approval. We don’t accept anything without your say-so. This ensures you retain control of the terms and can align payment solutions with your broader financial strategy.

Prompt Remittance

Once a payment is received, it’s held in our trust account for three weeks. After that, you’ll receive a remittance check for the full amount collected, minus any agreed-upon fees. You get clear, timely disbursements and detailed documentation for your records.

Final Demand Letters & Legal Escalation

If the account remains unresolved after initial outreach, we send a final demand letter within 30 days of placement. If further legal action is needed, our attorneys may recommend retaining local counsel and proceeding with a lawsuit. We’ll walk you through the cost and timeline (typically 7-10 days to file after your approval.)

Clear Closure or Collection Outcomes

Whether an account is paid in full, sent to suit, or utimately deemed uncollectible, we keep you informed every step of the way. You’ll always know where things stand-and when to write off the debt if necessary.

Why Legal Collections Matter

Working with a law firm like WFJ means more than just persistent follow-up. You get:

• Increased credibility- Debtors are more responsive when they know an attorney is involved.
• Custom Strategy– We tailor each case to your goals, not just a quota.
• Legal Recourse– When necessary, we’re ready to take action beyond what traditional agencies can offer.

If you’re ready to collect what you’re owed while preserving customer relationships and maintaining legal protection, we’re ready to help. Connect with us today to place an account or learn more about how our collections team can support your bottom line.

Ready to get started?

In part one, we explored how UCC filings protect creditors by securing interests in business property. Now let’s unpack the legal mechanics of priority, enforcement, and how real-world business events like bankruptcy or acquisition can impact your rights as a secured party.

Who Gets Paid First? Understanding Priority

In a default situation, the UCC provides a clear general rule: First to perfect, first in line. That means the creditor who files first (and correctly) will have top priority among secured parties.

However, there’s a key exception: Purchase Money Security Interests (PMSIs). If the PMSI holder properly files and notifies other creditors before the debtor takes possession of the collateral, they can jump ahead in the priority line-even if others filed earlier.

Enforcement of Security Interests

Once a debtor defaults, a creditor’s rights are triggered. Here’s how enforcement works under Article 9:

• Notice and Surrender: The creditor must notify the debtor and seek voluntary surrender of the collateral.
• No “Breach of Peace”: Repossession must be peaceful. If the debtor refuses, the creditor must pursue judicial remedies.
• Sale of Collateral: Once in possession, the creditor may sell the collateral to recoup the owed balance, in accordance with UCC requirements for commercial reasonableness.

What Happens in Bankruptcy?

If the debtor files for bankruptcy, having a perfected UCC-1 ensures secured creditor status-but that doesn’t mean full recovery is guaranteed. If the value of the collateral is depleted or prior creditors exceed the available equity, you may still end up unsecured.

Subordinations: When You’re Asked to Step Aside

Sometimes a third-party creditor (often a bank) will request a subordination agreement. This means you agree to place your security interest behind theirs, allowing them to take priority. While this may help the debtor access additional capital and keep operations running, reviewing the terms carefully and reassessing your collateral’s status is critical.

Assignments, Amendments, and Business Changes

Mergers and acquisitions complicate collateral rights. If Company A acquires Company B, UCC filings may remain enforceable-if the collateral description allows for successors and assigns. In these cases, the original filing date holds, maintaining your priority.

If your business changes names, locations, or undergoes restructuring, updating the UCC-1 through assignments or amendments is essential to avoid lapses in perfection.

Final Thoughts

For finance professionals, a strong understanding of UCC filings isn’t just a box to check-it’s a proactive step in managing credit risk. Whether you’re reviewing credit applications, extending financing, or considering subordination, a properly filed UCC-1 can protect your interests and prioritize your right to recovery.

At Wagner, Falconer & Judd, our team helps simplify the complexities of commercial lending. If your company is navigating secured transactions, we’re here to review your filings, draft enforceable agreements, and ensure your position is protected.

Ready to safeguard your assets? Contact us today. 

In celebration of Small Business Month, WFJ is spotlighting the legal insights that matter most to growing companies by sitting down with one of our trusted employment law attorneys, Rebecca Corcoran. With a deep understanding of the challenges small businesses face, Rebecca brings a practical, relationship-driven approach to legal guidance. From common compliance pitfalls to proactive policy planning, this interview offers timely advice for small business owners looking to protect their teams, their operations, and their futures.

What is your favorite part about working with small business clients?

My favorite part is the direct, collaborative relationships I build with small business owners. I appreciate their passion and agility, and I enjoy being their legal sounding board-whether it’s helping them interpret evolving employment laws or brainstorming practical policy updates. There’s a real impact in knowing my guidance helps foster workplaces that are no only compliant, but also fair and sustainable.

If you could give one piece of legal advice to someone starting a new business, what would it be?

Start strong by setting up foundational policies-especially around wage and hour practices, leave policies, and anti-discrimination protections. Even if you only have a few employees, clear and legally sound practices prevent problems down the line. Don’t wait until there’s an issue to call an attorney-proactive compliance is always more cost-effective than crisis management.

What are some of the most common mistakes you see small businesses make when it comes to employment law?

A common and growing issues is how businesses handle state mandated paid sick leave. Many employers try to roll it into an existing PTO policy without realizing that these laws often include strict accrual, usage, and carryover rules that differ from standard PTO. If policies aren’t updated to reflect the specific legal requirements-like tracking hours worked for accrual purposes or allowing sick time to be used for safe time or caregiving-it can lead to unintentional violations and employee complaints. It’s not enough to be gnerous with time off; compliance requires structure and documentation.

What’s one thing business owners often overlook in their employee handbooks or workplace policies?

They often fail to update policies as requirements and legal definitions evolve. Many handbooks rely on outdated boilerplate language. For example, it’s common to see protected class definitions that overlook newly recognized statuses like gender identity, genetic information, or marital status in certain jurisdictions. This omission not only undermines inclusivity but also weakens the company’s position in the event of a complaint or legal challenge. A well-drafted handbook is more than a formality-it’s a reflection of the company’s values and frontline defense against liability.

How can small businesses stay compliant with employment laws without having a full in-house HR team?

Work with an outside advisor who understands both legal compliance and business operations. I provide clients with scalable tools like policy templates, customized handbooks, and scheduled check-ins so they’re not blindsided by new laws. I also help them weigh what’s legally required versus what’s good for morale-those soft issues matter just as much when you’re building culture and retaining talent.

What’s one of your favorite small businesses?

That’s a tough one-there are so many inspiring businesses. But I really admire locally owned shops that double as community hubs. I have a special appreciation for client-focused providers like wellness clinics or local outdoor gear shops. Their missions often center around community and lifestyle, and it’s rewarding to help them grow while staying true to their values.

In the world of commercial finance, risk management is essential-and one of the most important tools available to creditors is the Uniform Commercial Code (UCC). If your organization extends credit or leases high-value equipment, understanding how to leverage the UCC can mean the difference between secured and unsecured recovery in a default situation.

What is the UCC?

The Uniform Commercial Code is a standardized set of laws governing commercial transactions in the United States. Article 9 of the UCC specifically addresses secured transactions, enabling lenders and sellers to file legal claims against the collateral that backs a loan or a line of credit.

At the heart of this process is the UCC-Financing Statement-a public filing (usually with the Secretary of State) that puts the world on notice: a creditor has a legal interest in the debtor’s property.

Types of UCC Filings

There are two primary types of UCC filings:

General (or Blanket) Filings: These cover all of a company’s assets, not just a specific item. banks often use blanket liens to secure lines of credit or loans, giving them the right to repossess a broad range of assets if a default occurs.

Specific Collateral Filings: These narrowly define the collateral-such as inventory, accounts receiveable, or equipment. This approach is commonely used by vendors or leasing companies who want to secure interest in a particular asset or class of assets.

Within specific collateral filings, a Purchase Money Security Interest (PMSI) stands out. PMSIs allow the creditor to leapfrog others in terms of priority, provided certain requirements are met, including early notification and timely filing.

Getting it Right: Filing Procedures

To perfect a security interest and maintain priority, a creditor must:

1. Obtain a signed security agreement– This could be part of a credit application, a promissory note, or a stand-alone document.
2. File a UCC with the correct information:
   • Full legal name and address of the debtor
   • Creditor’s name and address
   • Precise description of the collateral (e.g., “Debtor’s inventory…now owned or hereafter acquired…”)
3. Monitor expiration dates: UCC-1 filings are active for 5 years and require a continuation statement within 6 months of expiration.

Stay tuned for Part Two, where we’ll walk through priority disputes, enforcement in default, bankruptcy implications, and what happens when businesses merge or reorganize.

Running a small business means wearing a lot of hats—but one area that can’t be overlooked is employment law. Even unintentional missteps can lead to costly consequences. Here are a few common pitfalls—and how to avoid them:

It might seem easier to 1099 someone instead of putting them on payroll, but the IRS and Department of Labor are cracking down on misclassification. If you control when, where, and how someone works, they’re likely an employee.

✅ Tip: Review job roles carefully and use government classification tools or consult an attorney.

Even small teams need structure. Without clear policies, you’re more vulnerable to inconsistent practices—and potential legal claims.

✅ Tip: Create a simple handbook outlining expectations, time off policies, and anti-harassment rules.

Yes, most employment is at-will, but that doesn’t protect you from claims of discrimination, retaliation, or wrongful termination.

✅ Tip: Always document performance issues and follow a consistent disciplinary process.

Overtime laws still apply—even if your employee “doesn’t mind” working late. Many businesses get tripped up here.

✅ Tip: Know your state and federal wage laws and track hours accurately.

Yes, even your breakroom needs legal attention! Federal and state laws require certain postings for employees to see.

✅ Tip: Order a current labor law poster set annually or use a service that keeps it updated.

Final Thought:
You don’t have to become an employment law expert—but having the right legal partner can make all the difference. If you’re unsure about your obligations, it’s better (and often cheaper) to ask before a problem arises.

✅ Need help reviewing your policies or contracts? Reach out to our team. We’re here to help your business grow—without legal headaches.