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February 2015 Archives

Selling a Business

Selling a business: If you're the owner of a small business and are in the market to sell, don't be intimidated by what sounds like a herculean task. Move forward by breaking the business selling process into manageable pieces. The preliminary steps are often the most difficult. Begin by getting your accounting world in order. This step is critical because you need to have a good grasp of where you stand before you can set a price. Moreover, you will need to convince a buyer that your finances are in shape (and maybe more importantly, the buyer's lender). Showing a buyer a napkin with last month's sales is not going to instill a lot of confidence. Next, try to determine what you are hoping to sell. A business sale can include anything from the sale of the assets to the sale of a name to the goodwill you've engendered in your years of business. A sale of a business can include your experience. Would you be willing to stay on in management for a time?  Everything has a value. Seek out professional advice early. There are legal advantages, tax advantages, and business advantages to how a sale is structured. Accountants, lawyers, and other business professionals can help you navigate this process. Although this will cost money up front, proper advice on what to sell, when to sell, and how to sell can increase your profit significantly. Structuring the sale of a business: The next step in selling a business is determining how to structure the sale. There are really three options: (1) Asset sale, (2) stock/membership sale, or (3) merger. Each of these has its advantages and disadvantages and whether you are selling or buying has a key role in your preference. Asset sale: In the sale of business assets, the buyer purchases only the business assets rather than the business itself. Typically, this is used to avoid the liability of the prior business. Stock/membership sale: Depending on the type of business, a buyer can take control of stock or membership units. Structuring a sale in such a manner is typically the most seamless. Customers and contracts are transitioned to the new owners without any additional paperwork. Merger: Companies can merge with one another. Typically, this done for tax reasons as the company can potentially reorganize. Determining which method is right for selling a business requires careful thought as to legal liabilities and tax ramifications. For more information on how we can help you with the legal aspects of your business sale or purchase, please contact Mike Cass at [email protected]. The comments posted in this blog are for general informational purposes only. They are not to be considered as legal advice, and they do not establish an attorney-client relationship. For legal advice regarding your specific situation, please consult your attorney. Copyright 2015 Swenson Lervick Syverson Trosvig Jacobson Schultz, PA

Jacobson Presents on Medical Marijuana in the Minnesota Workplace

Swenson Lervick attorney Tom Jacobson was selected by Minnesota Continuing Legal Education to give a presentation on the workplace impacts of Minnesota's legalization of medical marijuana at the 2015 Public Sector Labor and Employment Law Update held February 23  in Minneapolis. According to Jacobson, the state's legalization of medical marijuana (technically, medical "cannabis") could prove to be very challenging for Minnesota employers. Generally, the law prohibits employers from taking adverse action against applicants and employees who are on the medical cannabis registry and test positive for cannabis components or metabolites. There are exceptions to that general rule. For example, even when employees are on the registry, the law does not allow them to use, possess, or be impaired by medical cannabis on the work premises or during the hours of employment. Use and possession would be relatively easy to prove, but the presence of cannabis components or metabolites does not necessarily equate to impairment. Consequently, a positive drug test without evidence of impairment (especially following a random test) may be of little value. Similarly, a positive test result during a pre-employment drug screen of an applicant who is on the registry may also be of little value. After all, because applicants are not yet employees, any impairment could not possibly be "during the hours of employment." Thus, employers may be left with looking into whether or not the applicant used, possessed or was impaired by medical marijuana on the work premises. Another exception allows employers to discriminate against employees and applicants who are on the registry if not doing so would violate federal law or regulations or cause the employer to lose a monetary or licensing-related benefit under federal law or regulations. Thus, for example, it is likely that for jobs requiring a commercial driver's license subject to federal DOT regulations, employers may discriminate against those who are on the registry. As a practical matter, Jacobson says, the legalization of medical marijuana will affect relatively few Minnesota employers as the law is currently written. It has been estimated that only 5,000 Minnesotans will qualify for the registry. And, those who do are unfortunately suffering from a short list of serious impairments, many of which will likely keep them out of the workforce. Thus, it should be a rare occurrence for an employer to need to address this issue. However, the potential expansion of the list of reasons for getting on the registry would greatly increase the chances that employers will be faced with these challenges. As a result, employers must be prepared to deal with these issues. This means proactively amending policies to be prepared for these challenges before they arise. Finally, employers and employees need to keep in mind that medical cannabis cannot be made available in Minnesota until July 1, 2015. So any positive test results until then cannot be excused by being on the registry. For more information about this article, please see Dazed and Confused: Medical Marijuana and the Workplace, or contact Tom at [email protected].

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