Perspectives

When starting a small business, addressing legal considerations early on can help lay a solid foundation and avoid costly mistakes. Here are 10 key things to consider, do, or impliment:

Choose the Right Business Structure

• Decide on the legal entity (e.g., sole proprietorship, partnership, LLC, corporation)
• Consider liability protection, tax implications, and administrative responsibilities

Register Your Business

• Register your business name with your state and/or county
• File necessary paperwork to establish your business legally

Obtain Necessary Licenses and Permits

• Research and apply for local, state, and federal licenses or permits required for your industry
• Esure compliance with zoning laws

Understand Employment Laws

• If hiring employees, comply with wage and hour laws, anti-discrimination laws, and workplace safety requirements
• Have clear employe policies and an employee handbook

Draft and Review Contracts

• Use clear, enforceable contracts with customer, suppliers, and partners
• Include terms addressing payment, termination, liability, and dispute resolution

Protect Intellectual Property

• Trademark your business name and logo if necessary
• Consider copyright protections for original content and patents for inventions

Develop a Risk Management Plan

• Obtain appropriate insurance (e.g., general liability, property, worker’s compensation, errors and omissions)
• Limit liability through indemnity clauses in contracts

Comply with Tax Obligations

• Apply for an Employer Identification Number (EIN) with the IRS
• Understand and file required federal, state, and local taxes, including sales tax if applicable

Establish Clear Financial Practices

• Seperate personal and business finances by opening a business bank account
• Maintain accurate financial records for tax and compliance purposes

Stay Current with Legal and Regulatory Changes

• Monitor laws and regulations affecting your industry
• Parnter with a legal professional or compliance partner to ensure ongoing compliance

By proactively addressing these areas, small businesses can reduce risks, remian complant, and set themselves up for long-term success. To learn more about WFJ’s business consulting services, get connected with one of our attorneys today. 

When a customer files for Chapter 7 bankruptcy, it’s crucial to act swiftly and strategically to protect your company’s financial interests. Below is a practical to-do list for credit managers and finance professionals navigating this complex process.

• Confirm the filing

Verify the bankruptcy filing by obtaining the case number and confirming the court’s jurisdiction.

• Comply with the Automatic Stay

Cease all collection activities immediately to avoid potential penalties for violating the automatic stay.

• Obtain the Petition and Mailing Matrix

Review the bankruptcy petition and mailing matrix to ensure your debt is listed correctly Confirm your company’s mailing address to receive important notices.

• File a Proof of Claim

Submit a timely proof of claim to establish your right to receive any distributions from the debtor’s estate.

• Review Recent Transactions

Examine transactions within the last 90 days for potential preferential payments that may be subject to crawlback.

• Evaluate Fraud Concerns

If you suspect fraud, consider pursuing and adversary proceeding to challenge the discharge of the debt.

• Confirm Lien and Bond Rights

Ensure your lien or bond rights are presereved. These rights may offer additionaly protections, even during bankruptcy.

Take Action Today

Navigating a customer’s bankruptcy requires attention to detail and expert legal guidance. Wagner, Falconer & Judd specializes in protecting creidtor’s rights. Contact us to ensure your business is positioned for the best possible outcome in Chapter 7 cases.

Starting January 1, 2025, New York will become the first state in the coutnry to offer Paid Prenatal Leave, setting a precedent for employment legislation nationwide. This groundbreaking law grants employees 20 hours of paid leave for healthcare services related to pregnancy. These services include physical examinations, medical procedures, monitoring, testing, and discussions with healthcare providers about pregnancy.

Key Details Employers Need to Know:

• Coverage for all Private Employers: Regardless of size, all private employers in New York must comply with this law. Whether your business employs one person or 1,000, Paid Prenatal Leave is mandatory.
• Immediate Eligibility: Employees are entiltled to Paid Prenatal Leave from the moment they are hired, eliminating any waiting periods for eligibility.
• Additional to Sick Leave: Paid Prenatal Leave is in addition to New York’s existing Sick Leave Requirements. Employees are entiltled to 40 or 56 hours of Sick Leave (depending on employer size) plus an additional 20 hours specifically for prenatal care.

What This Means for Employers

This new requirement adds to the already complex framework of employment laws in New York. Employers must adjust their policies, track Paid Prenatal Leave seperately from other leave types, and ensure they remain compliant to avoied potential penalties. The law’s universal application, even for small businesses, means no employer is exempt from these changes.

Partner with WFJ to Stay Ahead

Navigating employment legislation can be challenging, especially with New York setting new precendents.. WFJ’s Compliance Center is here to help. Our team of experienced attorneys and SHRM-certified professionals can guide you in updating your policies, answering your questions, and ensuring compliance with the Paid Prenatal Leave law and other evolving regulations.

Don’t wait until you’re impacted by a new law-contact WFJ today to partner with a legal team dedicated to keeping your business compliant and protected in the face of ever-changing employment laws. 

As the calendar flips to 2025, several new laws take effect in Minnesota, impacting everything from public health to renter’s rights. Here’s an overview of the key changes Minnesotans should know:

PFAs Ban

Minnesota has taken a bold step in environmental protection by banning products that intentionally include “forever chemicals”, knows as PFAs. These chemicals, linked to serious health issues such as cancer, thyroid disease, and low birth rates, have been found globally in water, soil, wildlife, and humans. This measure aims to reduce the exposure and protect public health and the environment.

Medical Costs and Coverage

Healthcare affordability sees improvements with the following changes:

• Prescription Drug Caps: Health plans can no longer charge more than $25 for a one-month supply of chronic disease medications, including those for diabetes, asthma, and allergies. Related medical supplies, such as syringes and insulin pumps, are capped at $50 per month.
• Wig Coverage: Health plans must now cover the cost of scalp hair prostheses (wigs) for individuals experiencing hair loss due to medical conditions or treatments.

Renter’s Rights

A series of new laws strengthen protections for tenants:

• Tenant Associations: Tenants can form associations to advocate for improved housing conditions, amenities, or community life without fear of retaliation from landlords.
• Construction Delays: Landlords must provide remedies if a tenant’s move-in date changes due to new construction delays.
• Utility Shut-Off Protections: Residential utility customers are protected from having their electric or natural gas services shut off between October 1 and April 30, ensuring access during the colder months.

Automatic Criminal Record Expungement

Minnesota is giving a fresh start to an estimated 500,000 residents. Nonviolent misdemeanors and certain low-level felonies will be automatically expunged if the individual has remained crime-free for two to five years. This initiative supports rehabilitation and helps reduce barriers to employment and housing.

Crackdown on Junk Fees

To increase transparency and fairness, businesses can no longer advertise goods or services without including all mandatory fees or surcharges. This law targets hidden costs in concert tickets, hotel bookings, and restaurant bills.

Salary Transparency in Job Postings

Minnesota employers with 30 or more employees must disclose the salary range or fixed pay rate in job postings. This measure promotes pay transparency and equity for job seekers.

Candidacy Filing Requirements

Candidates for pubic office must present a valid driver’s license or state ID with their current address, or other proof of residency, when filing an affidavit of candidacy. This change ensures accuracy and accountability in the electoral process.

Binary Trigger Ban

In an effort to enhance public safety, Minnesota has banned guns with binary triggers. These devices allow firearms to discharge on both the pull and release of the trigger, significantly increasing firing rates.

These new laws reflect Minnesota’s commitment to environmental stewardship, public safety, healthcare accessibility, and social equity. As these changes take effect, residents and businesses alike should familiarize themselves with the updates to ensure compliance and take advantage of the new protections.

As 2024 draws to a close, we want to reflect on the critical legal developments of the past year and prepare for the challenges and opportunities ahead. This year has been marked by significant changes across employment law, compliance regulations, and workplace standards. Staying informed is no longer optional-it’s essential to protect your business and foster growth.

Key Legal Updates from 2024

FTC’s Nationwide Non-Compete Ban 

While a Texas federal judge blocked the FTC’s non-compete ban, the regulatory environment remains dynamic. The FTC is likely to appeal, and the state-specific restrictions on non-compete agreements continue to evolve. Employers must tread carefully, especially with the NLRB’s increased focus on these agreements.

DOL Salary Threshold Adjustments

Changes to salary threshold rules have created new challenges for employers. While some salary adjustments may no longer be required, rolling back pay increases could impact employee morale. Employers should remain aligned with current legal standards and future appeals.

OSHA Updates

Enhanced workplace safety standards were introduced, including updated heat illness prevention rules and compliance requirements for indoor workplaces.

State-Specific Legislation

From California’s expanded whistleblower protections to Minnesota’s updates on wage transparency and classification laws, states have been highly active in updating employment regulations. Many of these laws take effect in early 2025, such as Minnesota’s minimum wage increase and job posting pay range requirements.

Preparing for 2025

The new year brings stricter requirements and evolving expectations, such as salary transparency laws in Massachusetts and Vermont, expanded leave protections in Connecticut, and revised minimum wage standards across several states. Employers must remain proactive to avoid penalties and ensure compliance.

Why Partner with WFJ?

At WFJ, we understand that navigating these complex changes can be overwhelming. Our team of experts is here to provide tailored solutions, helping you:

• Monitor regulatory changes and asses their impact on your business.
• Update workplace policies and agreements to align with federal and state laws.
• Foster a compliant and motivated workforce while mitigating risks.

With WFJ as your trusted partner, you’ll stay ahead of the curve in 2025 and beyond. Together, we can safeguard your business, ensuring you remain compliant while building a strong foundation for future success.

Let’s Get Started

Don’t let compliance challenges hold you back. Contact WFJ today to schedule a consultation with our Compliance Center and prepare for a legally secure 2025.

If one of your goals in 2025 is ensure your contracts are more secure, you’re not alone. Contracts are often viewed as administrative necessities, but for businesses involved in capital equipment sales-whether it’s large machinery, medical devices or construction materials-contracts are powerful tools for mitigating financial and legal risks. Poorly drafted agreements can lead to costly disputes, lost revenue, and exposure to liabilities that could threaten the financial stability of your business. By incorporating key provisions, you can safeguard your operations and reduce potential risks. Let’s explore three critical contract terms every capital equipment provider should prioritize.

Limitation of Liability: Safeguard Your Financial Interests

A limitation of liability clause protects your business from excessive financial exposure by capping the damages you may be required to pay in the event of a dispute or breach. For capital equipment providers, this protection is crucial given the significant cost associated with product failures, delayed delivery, or operational downtime.

How it works:

This clause limits liability to a specific dollar amount, such as the contract value or a predetermined ceiling, ensuring your exposure is manageable. For example, if a client incurs significant losses due to malfunction, your liability could be limited to the purchase price of the product rather than broader, unpredictable costs like lost profits or third-party claims.

Best Practice:

Be precise in defining the cap and consider excluding specific types of damages, such as consequential, incidental, or punitive damages. Keep in mind that enforceability may vary by  jurisdiction, so consult legal counsel to endure your contracts are legally sound and enforceable.

Warranties: Clearly Define Your Obligations

Warranties establish the scope of your obligations and help set customer expectations, which is critical in capital equipment sales where trust is essential. Warranties can be express (explicitly stated) or implied (automatically applied by law). Managing these warranties properly can prevent misunderstandings and legal disputes.

Express Warranties:

These are explicit promises regarding the product’s performance, quality, or lifespan. They’re often detailed in contracts, marketing materials, or technical specifications. Missteps in how these promises are worded can lead to overcommitments and liability exposure.

Implied Warranties: These include written guarantees like the warranty of merchantability (the product will perform as expected) and fitness for particular purposes (the product is suitable for the buyer’s specific need). While these are automatic in many transactions, they can often be limited or disclaimed through carefully crafted contract language.

Best Practice:

Specify what is covered and for how long. If applicable, disclaim implied warranties to avoid unforeseen obligations. For example, a clause such as “The product is sold as-is with no implied warranties” can significantly reduce your risk.

Indemnity Clauses: Shift Liability for Third-Party Claims

Indemnity clauses allocate the financial responsibility for third-party claims to a specific party, which is essential in capital sales where the risk of product-related claims is higher. These provisions protect your business from bearing the financial burden of lawsuits related to product performance, safety, or improper use by the customer.

How it works:

If a customer or a third party files a claim due to a malfunction, defect, or accident, an indemnity clause can transfer the responsibility for legal costs, settlements, and damages away from your company. This is particularly valuable in industries like construction, healthcare, and heavy equipment, where operational risks are significant.

Best Practice:

Ensure the indemnity clause defines the scope of claims covered and the extent of liability. In some cases, mutual indemnity-where both parties agree to indemnify each other under certain circumstances-can provide balanced protection.

The Bottom Line: Protect Your Business Through Smart Contracting

For capital equipment providers, contracts are more than legal agreements-they are essential risk management tools. By integrating provisions such as limitation of liability, clear warranties, and well-structured indemnity clauses, you can significantly reduce your exposure to financial loss and legal disputes.

Taking the time to review and refine your contracts with experienced legal counsel ensures that these provisions are both enforceable and tailored to your unique business needs. Protecting your business today with robust contract terms can prevent costly issues down the road and strengthen your financial stability. Take action. If you’re unsure whether your contracts effectively reduce your risk, now is the time for a review. Contact Wagner, Falconer and Judd for expert guidance on drafting capital sales contracts designed to protect your bottom line.

The holiday season is a time for joy, celebration, and bonding with colleagues, but it can also be a potential legal minefield if not handled thoughtfully. At Wagner, Falconer & Judd, we believe in celebrating responsibly-because nothing dampens holiday cheer like a post-party HR nightmare. Here’s how to host a holiday party that’s festive, fun, and free from liability concerns.

Why Holiday Parties Pose Legal Risks

Holiday parties are an extension of the workplace, meaning employers can still be held liable for incidents that occur. Common risks include:

• Harassment claims stemming from inappropriate jokes, comments, or behaviors
• Alcohol-related incidents that lead to poor decision-making or accidents.
• Discrimination issues if the event feels exclusionary to certain groups.

With a few protective steps, you can minimize these risks while still throwing a memorable event.

Set Expectations in Advance

Clear communication is key. Send an email or memo before the party reminding employees of expected behavior. Consider including:

• A brief refresher on your company’s harassment and conduct policies.
• A friendly reminder that the event is a work-sponsored function. “Let’s celebrate responsibly!”

By setting expectations early, you reduce the likelihood of incidents occurring.

Manage Alcohol Consumption

Alcohol often loosens inhibitions, which can lead to unprofessional behavior. To minimize risk:

• Limit drinks by using drink tickets or offering a cash bar after a certain point.
• Hire professional bartenders trained to recognize when someone’s had too much.
• Offer non-alcoholic options prominently, showing inclusivity and encouraging moderation.
• Provide transportation such as rideshares, shuttles, or designated drivers to prevent impaired driving.

These steps demonstrate your commitment to employee safety and reduce the chance of alcohol-fueled accidents.

Foster and Inclusive Atmosphere

Holiday parties should be welcoming to all employees, regardless of religious beliefs or personal preferences. To ensure inclusivity:

• Choose neutral themes like “Winter Wonderland” or “Festive Celebration”.
• Offer a variety of food and drink options to accommodate dietary restrictions.
• Plan activities that encourage everyone to participate, such as games, raffles, or contests that don’t revolve around alcohol.

Creating an inclusive environment reduces the risk of employees feeling excluded or uncomfortable.

Train Managers to Lead by Example

Your leadership team should understand their role in setting the tone. Provide guidance to managers on:

• Maintaining professionalism during the event.
• Recognizing and addressing issues before they escalate.
• Supporting employees who may feel uncomfortable or need assistance.
• Understanding reporting requirements should an incident occur.

When managers lead by example, employees are more likely to follow suit, reducing the risk of misconduct.

Reinforce and Review Your Harassment Policy

Ahead of the event, take the opportunity to review and reinforce your harassment policy. This can be done through a short refresher training or written reminder. Be sure to clarify:

• What constitutes inappropriate behavior.
• How employees can report concerns.
• The steps management will take to address any issues.

Reinforcing your policies demonstrates your commitment to a respectful workplace and can help prevent potential legal claims.

Address Post-Party Feedback

Following the event, encourage employees to share feedback. Create an open channel for reporting concerns and take action promptly if any incidents arise. Document any complaints and follow your company’s standard procedures for handling workplace issues.

WFJ: Your Trusted Partner in Employment Law

Even with the best planning, unexpected issues can arise. Having a legal partner like WFJ can help you navigate challenges, from policy reviews to handling harassment claims. We’re here to support you in creating a safe, inclusive, and legally sound work environment. With these tips, your company holiday party can be a time for celebration without the legal headaches. Here’s to making your holiday season merry, bright, and liability light!