Cynthia Hegarty recently co-authored Chapter 12, “Fraudulent Transfers, Now Voidable Transactions, and State Law Preferences,” in the Debtor-Creditor Handbook.  The Debtor-Creditor Handbook with eFormbook is a guide to judgments and execution, pre-collection practice, debtor’s assets, liens, collection and defense, secured and unsecured creditors, and much more. The new 12th Edition includes a brand-new chapter covering Municipal and Corporate Bonds as well as updates to every chapter, new practice tips, and updated forms.

Holly Stocker was featured in the Minnesota Women Lawyers “50 Years, 50 Voices.” As MWL celebrates its 50th Anniversary, they are sharing the stories of 50 diverse women attorneys from across the profession and throughout the state. The goal is to feature individual experiences and achievements; to highlight the tremendous advancement of women attorneys across the profession (and acknowledge how much work is yet to be done); and to demonstrate the significant and meaningful impact that women attorneys have made, and continue to make, throughout Minnesota and beyond.

Read Holly’s feature here.

At the heart of every low-income housing tax credit (LIHTC) development is a partnership agreement (or an operating agreement) entered into between the general partner/LIHTC developer and the limited partner/LIHTC investors.  These partnership agreements govern the parties’ rights and obligations to each other and to the partnership.  And, importantly, they also detail the options available to the general partner developers at the end of the Year 15 tax credit compliance period to buy out their investor partners.  Common options that may be available to a general partner include purchase options and call rights.

It is not uncommon that in the time between the initial signing of the agreement and the approach of Year 15, the investor partners to a deal have changed, and with that change, may come changing priorities about the limited partners exiting the partnership.  Therefore, it is very important that general partners properly exercise these rights to ensure they are protected from potential attack by the new limited partner.

1. Start Early: It is a best practice to start reviewing the governing partnership agreement (and any amendments thereto) at year ten and then re-review at least two years before the end of the Year 15 tax credit compliance period.  It is important to start early because many options need to be exercised well before the end of the compliance period, and substantial time may be needed to get the necessary arrangements in place for before, and after, the exercise of any available rights.
2. Keep Things Formal: General partners have a tendency to communicate informally with investor partners as the development nears the end of Year 15 compliance period.  This can create serious issues down the road if a dispute arises.  As a result, formal, written communication, preferably by letter, is the best way to avoid potential issues with the limited partners.  And, any notice must be provided in the form, and at the address, provided in the partnership agreement.
3. Mirror the Partnership: The exercise of any purchase option or call right should mirror the requirements detailed in the partnership agreement.  If the partnership agreement requires the general partner to include certain documents or information at the time of the exercise, make sure to include it.  If the partnership agreement states that the exercise must be “unconditional,” be sure to state in the letter that the exercise is “unconditional.”  The exercise of an option is not the time to get creative or to negotiate a potential alternative resolution.  Instead, the agreement should be closely followed.
4. Be On Time—Not Uncomfortably Early or Fashionably Late: The partnership agreement will detail the required timing for the exercise of any purchase option or call right.  Any exercise must conform to the timing requirements.  If you are too early or too late you may lose your right.
5. Work Closely with Professionals: Just as it was important to have industry professionals involved at the beginning of the deal, it is equally important to have them involved at the end of the deal.  You should work closely with legal and financial consultants and (potentially) property and partnership appraisers to ensure that the exit goes smoothly.  Attorneys who are experienced with LIHTC exits and disputes can help you navigate the exit and overcome any hurdles that may arise.

Kyle Kroll authored the article “Short, sweet and specific: Effective openings and closings in oral argument” that appeared in Bench & Bar of Minnesota.  The article discusses the hallmarks of a strong opening and closing in oral argument, by surveying some of the great oral advocates from Minnesota and elsewhere.

Read the full article here.

Kyle Kroll was published on the American Bar Association website under Commercial & Business Litigation “Practice Points.” His article, “Trademark Litigators: Congress Reinstated the Presumption of Irreparable Harm in Lanham Act Cases,” explains how Congress established a potent presumption of irreparable harm that applies to trademark infringement and false advertising in Lanham Act cases.

Read the full article here.

Megan Miller published an article, “Get your federal trademark registration: Here’s why,” in Upsize Magazine on July 23, 2021. The article discusses the significant advantages available to business owners who register their company’s name with the United States Patent and Trademark Office (USPTO). 

While the law does not require that you register your trademark federally or at the state level, Megan has five good reasons why you should. Read the full article here.

Matthew Robinson and Joe Windler each authored a chapter in the Third Edition of the Minnesota Business Disputes: Claims and Remedies Deskbook published by the Minnesota CLE. The Business Disputes Deskbook is an essential resource for both business attorneys and business litigators.

For more information on the Deskbook, click here.

Conversion and Unjust Enrichment

Matthew Robinson authored chapter three, “Conversion and Unjust Enrichment.” This chapter will explore the tort of conversion, including its elements, as it has been interpreted by Minnesota courts. First, the various elements of the tort of conversion will be addressed, and cases interpreting those elements discussed. Next, defenses to a claim of conversion will be addressed, the measure of damages recoverable for conversion will be considered, and the statute of limitations will be set forth. This chapter will also cover conversion of negotiable instruments. Finally, the standard of proof for conversion claims will be discussed.

In addition, this chapter includes a short section on unjust enrichment, including a discussion of the elements.

Credit and Collection

Joe Windler authored chapter twelve, “Credit and Collection.” All Minnesota businesses and individuals face potential contractual, tort, and statutory liability when they extend credit or when they collect debts. Credit transactions are generally contractual in nature, of course, and risk and liability is apportioned between the parties to the transaction in the contract. However, credit transactions also present the possibility of other “tort-like” liability (primarily statutory liability under Minnesota and federal law), and that is the subject of this chapter.

Christianna Finnern and Cianna Halloran completed a Q&A guide for Thomson Reuters Practical Law about state provisions regarding scope of practice for non-physician practitioners in Minnesota. The guide addresses licensing requirements, scope of practice, non-competes, and other restrictions.

If you have questions about state or federal health care provider and entity licensing, or regulatory compliance, please feel free to contact any member of our Health Law team.

Nadeem Schwen and Lisa Ellingson co-authored chapter two, “Data Privacy and Security: Employer Processing of Personal Data for Diversity, Equity, and Inclusion Initiatives,” in The Workplace Diversity, Equity, and Inclusion Handbook, 1st Edition, published by Minnesota CLE.

Chapter Topics

• How Can an Employer Collect Diversity, Equity, and Inclusion Data?
• How Does Diversity, Equity, and Inclusion Data Need to be Stored?
• Who Should be Allowed to Access Diversity, Equity, and Inclusion Data?
• What Diversity, Equity, and Inclusion Data Can an Employer Share?

For more information on this new handbook, click here.

Tom Boyd, a shareholder at Winthrop & Weinstine, along with Marianne Short of UnitedHealth Group Inc. and David F. Herr of Maslon LLP co-wrote a chapter in an updated version of Successful Partnering Between Inside and Outside Counsel published by Thomson Reuters. Their chapter, “Appeals,” addresses appeals in the civil litigation process. The chapter focuses on the management of appeals as much as on appellate procedure itself; and it provides a complete, but succinct, analysis of typical appellate procedure. While commenting on civil appeals, much of the authors’ discussion would apply with equal force to criminal proceedings. The focus of this chapter is on managing appellate work to optimize clients’ results while drawing on the combined contributions of inside and outside counsel.