On October 1, 2025, the Internal Revenue Service issued IR-2025-99, providing important updates on the ongoing rollout of the revised Form 6765, Credit for Increasing Research Activities, commonly referred to as the R&D Tax Credit. The announcement extends the comment period for the draft instructions, delays the requirement to complete Section G and lengthens the transition period to perfect research credit refund claims.

When the IRS first released the revised Form 6765 in mid-2024, one of the most significant changes was the introduction of Section G. This section would have required taxpayers to provide far more granular information on their research credit claims, including detailed disclosures about research activities, itemized expenses broken out by category and component-level reporting tied to each business unit.

In total, the proposed Section G imposed over 600 new data points that taxpayers would need to provide at the time of filing.

For many businesses, this raised concerns about administrative burden and compliance costs. The R&D Tax Credit has long been intended to spur innovation and investment, but the prospect of such detailed disclosures threatened to shift resources away from R&D efforts and toward compliance and data collection.

Section G Still Optional 2025 Filings

When the IRS released the draft instructions in December 2024, it announced that Section G reporting would be optional for 2024 filings but required beginning with tax year 2025. That timeline has now shifted. In response to widespread feedback from taxpayers, practitioners and industry groups, the IRS has determined that Section G will also be optional for 2025 filings (i.e. processing year 2026). Revised instructions are expected in January 2026 and the requirement to complete Section G will now begin with tax year 2026, subject to limited exceptions for certain qualified small businesses and filers with lower levels of qualified research expenses. This delay reflects the agency’s recognition of the significant compliance challenges posed by Section G and its willingness to continue engaging with stakeholders before making the reporting mandatory.

Refund Claim Transition Period Extended

Separately, the IRS also announced an extension of the transition period for research credit refund claims. Taxpayers will continue to have 45 days to perfect a refund claim before the IRS makes a final determination, with this transition period now running through January 10, 2027.

To be considered valid, refund claims must still include identification of the business components to which the credit relates, a description of research activities performed and totals of qualified wages, supply expenses and contract research expenses. Taxpayers will still need to demonstrate that claims meet detailed documentation standards even as the 45-day “perfecting” window remains in place through January 2027. Reviewing refund claim procedures now will ensure that businesses are well-positioned to withstand IRS scrutiny and avoid delays in obtaining valuable refunds.

Practical Implications for Businesses

The IRS’s decision to postpone the mandatory implementation of Section G provides taxpayers temporary reprieve, but it should not be mistaken for a signal to pause preparations. Businesses that claim the R&D credit should use this extension as an opportunity to evaluate whether their internal systems and processes are capable of capturing the detailed information Section G will eventually require. Because the proposed version of the Form would have required more than 600 new data points, most companies will need to review their current recordkeeping practices and consider whether additional tracking, software tools or coordination among finance, tax and R&D departments will be necessary.

Taxpayers should also take advantage of the extended comment period, which runs through March 31, 2026. This is an important chance to engage directly in the rulemaking process by identifying aspects of Section G that are unclear, unduly burdensome or that may unintentionally disadvantage certain industries or company sizes. Providing this feedback not only helps shape the final instructions but also ensures that the IRS better understands the practical realities businesses face in complying with these requirements.

While Section G will be optional for 2025, businesses should consider treating the year as a “trial run” to test their ability to compile and report the required data. Doing so now can help identify gaps and ease the transition to mandatory compliance in 2026, rather than facing a steep learning curve once the reporting becomes unavoidable.

Conclusion

The IRS’s announcement underscores the balance it must strike between ensuring integrity in the R&D Tax Credit program and minimizing undue taxpayer burden. Businesses now have more time to provide feedback, prepare systems and adjust compliance strategies before Section G becomes mandatory. Proactive planning today will help mitigate disruption when the rules take full effect.

If you have questions about the IRS’s announcement or Section G, please feel free to reach out to any member of our Tax team.

Artificial intelligence (AI) is transforming industries across the board, and the legal field is no exception.  Although law firms can typically be cautious adopters of new technology, and while AI in particular remains the subject of debate within many firms, AI is beginning to play a role in how lawyers deliver services. For clients, the key questions are: How are my lawyers using AI?  How does it impact the quality and cost of my legal work?  And should I be using AI tools myself?

As early adopters of AI for use in legal services, we believe AI has real potential to improve outcomes for clients, but it must be used thoughtfully, strategically, and with the right safeguards.

WHY AI MATTERS FOR CLIENTS

One of the most practical reasons AI matters is cost.  Used correctly, AI can help lawyers work more efficiently, reducing the bills sent out to clients.

For example, AI can quickly review volumes of large documents, summarizing and flagging key provisions ahead of time to help speed up attorney review.  AI can act as a supercharged search engine, instantly locating obscure statutory provisions, case law, or informal guidance that might otherwise have taken an attorney hours to find.  And, while it may be impractical to have AI create an entire document—such as a purchase agreement—from scratch, an attorney can easily upload a familiar form and request that the AI add a few additional provisions needed for the transaction at hand, significantly cutting down on drafting time.  These time savings have clear potential to translate into lower bills.

But AI isn’t just about speed.  It can also improve thoroughness and accuracy.  AI tools can catch details buried in hundreds of pages that a human might overlook, offer perspective on varying ways to define key terminology, or highlight unusual contract terms that deserve closer scrutiny.  When used properly, this means clients get more reliable and thorough legal analysis.  It can be the equivalent of having an extra set of sharp eyes on a project without having an extra attorney billing on the matter.

WHERE AI FALLS SHORT

The biggest potential downsides of AI are confidentiality risks and inaccurate output.

Certain AI models are able to protect client data within a closed environment, i.e., one that is walled-off from third-party access.  However, in general, uploading confidential documents for AI review can expose sensitive information to third-party servers, triggering contractual violations or violations of internal policies, or potentially waiving attorney-client privilege and allowing such entered information and the corresponding outputs to be discoverable in a litigation.[1]  It’s also possible that an AI model could “train” itself on such confidential information and later inadvertently reproduce it for other users.[2]

Since it is often advantageous to consult multiple AI models on a given issue, one workaround attorneys can use, for example, is to ask a protective AI to summarize a document, removing all sensitive or client-specific data, then allowing the attorney to input that summary into other AI models for second or third opinions.

Similarly concerning is AI’s propensity to “hallucinate” and confidently deliver false information.  In addition to studies documenting this phenomenon in the legal context, there have been several prominent examples of attorneys getting themselves into trouble by reproducing hallucinated information.[3]  Any lawyer who has worked with AI can likely give several examples of their preferred AI tool providing them with materially inaccurate legal information.  In comes cases, a given AI model can even provide widely differing answers, depending on how the question is phrased.

Attorneys should be carefully reviewing and verifying all information received from an AI tool.  It may also be prudent for them to ask multiple AI models the same question, or even ask a given AI model the same question in multiple ways, to ensure more complete coverage of the specified subject matter.  Perhaps most importantly, your attorney should not be using AI as a substitute for competency in a given practice area.

Finally, AI lacks the common sense of a lawyer with years of experience and, unless explicitly provided bit by bit, will lack legal context related to the specific client and matter, causing it to always follow instructions precisely, when what may actually be needed is an approach entirely different from the brief prompt provided.  This can be especially likely to happen when, for example, clients ask an AI model to provide an initial draft of a document and then ask their attorney to review.  While it may feel like a cost-saving measure, in practice it can backfire, with the attorney spending more time untangling and correcting an AI-generated draft than they otherwise would have spent on the project.

The better approach is to ask your lawyer how they can use AI to meet your legal needs.

GOOD QUESTIONS TO ASK

As a client, you don’t need to know the technical details of how AI works.  But you should feel empowered to ask your legal team questions like:

• Does your firm use AI in reviewing materials, conducting due diligence, or drafting documents?
• What safeguards are in place to protect my confidential information if AI is used?
• How do you ensure that AI-generated insights are accurate and legally reliable?
• Can AI help reduce my legal costs in a meaningful way without compromising quality?

These questions signal to your lawyer that you value efficiency but also expect careful stewardship of your business and legal risks.

CONCLUSION: ASK YOUR LAWYER ABOUT AI

AI likely will not replace lawyers any time soon, but it can help them serve clients better.  The firms that use AI thoughtfully will be able to deliver faster, more accurate, and potentially more cost-effective results.  However, AI needs to be used with proper guardrails in place, including policies, training, and secure systems.

We encourage clients to proactively discuss AI with their attorneys, asking them how they plan to use AI to benefit their clients and how they plan to do so responsibly.

[1] https://www.reuters.com/legal/legalindustry/rules-use-ai-generated-evidence-flux-2024-09-23/; https://www.jdsupra.com/legalnews/discovery-pitfalls-in-the-age-of-ai-1518070/

[2] https://www.pcmag.com/news/samsung-software-engineers-busted-for-pasting-proprietary-code-into-chatgpt

[3] https://hai.stanford.edu/news/ai-trial-legal-models-hallucinate-1-out-6-or-more-benchmarking-queries; https://www.reuters.com/legal/government/trouble-with-ai-hallucinations-spreads-big-law-firms-2025-05-23/

The Minnesota Supreme Court recently issued a new decision that affects the ability to obtain pre-judgment interest, except as otherwise provided by contract (such as loan documents), and cuts off the ability to obtain that interest (at a rate of 10% per annum in most cases) if a non-contractual claim is not commenced promptly. Creditors and businesses generally should take notice, as this may affect the ability to obtain prejudgment interest on tort claims ranging from fraudulent transfer to preference claims.

In Scheurer v. Shrewsbury, 24 N.W.3d 670 (Minn. 2025), the Supreme Court held that a party must commence a lawsuit no later than within two years after service of a written notice of its claim in order for prejudgment interest to begin accruing from the date of that notice. This holding has significant implications for all businesses, including banks involved in litigation outside of loan enforcement—especially involving situations in which these financial institutions have made notice of a claim but are delaying the commencement of litigation.

Case Background

The Scheurer case arose from a personal injury lawsuit following a car accident. After the plaintiff served a notice of his personal injury claim on the defendant in 2017, he did not commence his case until more than three years later. At trial, the jury awarded him damages, but the district court limited prejudgment interest to the date the lawsuit was filed rather than the earlier notice-of-claim date, citing the two-year requirement in Minn. Stat. § 549.09. On review, the Supreme Court affirmed that prejudgment interest did not begin to accrue until the action was commenced, because the plaintiff waited to do so more than two years after giving notice.

Key Legal Holdings

In its decision, the Supreme Court first confirmed that the statute has a firm two-year commencement requirement. Except as otherwise provided by contract or allowed by law, prejudgment interest accrues from the date of the written notice of claim only if the plaintiff files a lawsuit within two years of the notice. If the plaintiff delays beyond that period, the interest clock does not begin until the lawsuit is actually commenced. Importantly, the Court held that this rule applies even when the parties have exchanged written offers of settlement; such offers do not suspend or override the statutory requirement. The Court then also held that prejudgment interest accrues only on the judgment after deduction of collateral sources from the jury verdict.

Practical Implications

The decision highlights the importance of acting promptly after a written demand has been issued. The plaintiff must then commence a legal action within two years if it wishes to recover prejudgment interest from the date of the notice, except as otherwise provided by contract or allowed by law. Delaying beyond that period will result in interest accruing only from the commencement of the lawsuit, which may significantly reduce the amount recoverable. Indeed, in a recent large case, Kelley v. BMO Harris Bank, the prejudgment interest exceeded $500 million!

The Court’s decision also makes clear that settlement negotiations will not rescue a party who fails to meet the two-year deadline. Even when the parties are actively exchanging offers, the statutory limit remains strict, and interest cannot accrue from the earlier notice unless the action is timely filed. The decision also means that when a lender recovers amounts from insurance or other collateral sources, the lender may not charge interest on those amounts already recovered.

Takeaways

The Minnesota Supreme Court’s decision is a reminder to act promptly once demand letters or notices of claim are issued and expect interest to be calculated only on net recoverable amounts after payments from collateral sources are deducted. Delaying the filing of an action beyond two years can result in a substantial loss of prejudgment interest, which may significantly affect overall damages. All businesses should ensure their internal litigation protocols provide for tracking of demand dates, early involvement of counsel, and careful monitoring of settlement negotiations in light of these clarified restrictions.

Entities operating under an agency payment withhold should take notice of a new law that went into effect on May 24, 2025. Minnesota Statutes Section 15.013 adds specificity and clarification regarding timing and notice requirements that agencies must comply with to withhold payments when an “agency head determines that a preponderance of the evidence shows that the program participant has committed fraud to obtain payments under the [applicable] program.”

Under the law, the term “fraud” is the “ intentional or deliberate act to deprive another of property or money or to acquire property or money by deception,” and includes “knowingly submitting false information” to a government entity for the “purpose of obtaining a greater compensation or benefit than the person is legally entitled,” as well as committing crimes, such as theft, perjury, or forgery under state or federal law. The new law affects “program participants,” which are defined as “an entity, or an individual on behalf of an entity, that receives, disburses, or has custody of funds or other resources transferred or disbursed under a program.” “Agency” is also broadly defined to include any state officer, employee, board commission, authority, department, or other agency of the executive branch of state government and also includes Minnesota State Colleges and Universities.

The new administrative payment withhold law is of particular significance to health care providers, especially those that receive Medical Assistance (“MA”) reimbursement through the Department of Human Services (“DHS”). Recent investigations by DHS have led to widespread and well-publicized allegations of fraud and abuse within Minnesota’s MA program, which has resulted in DHS shutting down an entire reimbursement program, including housing stabilization services, as well as targeted accusations of fraud aimed at numerous personal care assistance programs, among other programs.

The new statute requires that an agency provide “at least 24 hours” notice of the decision to withhold payments “before withholding a payment” and directs that the withholding period cannot “exceed 60 days.” The notice must cite to the new law, include the effective date of the payment withhold, list the reasons for the payment withhold, and include the date that the administrative withholding period terminates. Importantly, entities have a right to appeal the payment withhold decision by requesting a contested case hearing under Minnesota Statutes Chapter 14, “or by petitioning the court for relief, including injunctive relief.”

These new requirements both complement and significantly update current laws regulating DHS administrative payment withholds. For example, under the existing law, DHS is not required to give prior notice of a payment withhold and the payment withhold typically went into effect before recipients had notice. The standard for initiating a withhold is now better defined, affording providers greater procedural fairness. Under the existing law, DHS could withhold based on a “credible allegation of fraud” which only required fraud allegations that had “an indicium of reliability.” Now, under Section 15.013, a higher standard of proof is required, and the agency has authority to withhold only if it “determines that a preponderance of the evidence shows that the program participant has committed fraud.”

Lastly, perhaps the most important update is the 60-day limit on payment withholds. DHS investigations routinely extend for months (and sometimes years) without resolution. This has resulted in an extreme burden for providers, and in some instances forcing a business to shut its doors, even when no wrongdoing occurred. Although investigations can still extend beyond 60 days, limiting the payment withhold will help level the playing field for providers impacted as collateral during DHS’ sweeping investigations in response to Minnesota’s Medicaid fraud crisis.

If you are an entity facing an administrative payment withhold implemented by a government agency, Winthrop & Weinstine, P.A. can help you assert your legal rights and protect your business.

The Minnesota Office of Cannabis Management (OCM) recently announced that it will be opening the application window for lower-potency hemp edible manufacturer, lower-potency hemp edible retailer, and lower-potency hemp edible wholesaler licenses next month.  OCM will accept applications for those hemp business license types between October 1 and October 31, 2025.

This deadline is critical for anyone who intends to manufacture, sell, or distribute hemp-derived cannabinoid products, edibles, or beverages after October 31, whether or not you currently hold a registration to manufacture or sell help-derived cannabinoid products.  After the application window closes, hemp businesses that do not have a pending lower-potency hemp edible application (or have not applied for and received a different cannabis license) will no longer be permitted to sell hemp-derived products under their existing registration.

If you have questions about the application process or about the impact the license conversion may have on your business, please contact one of our cannabis law attorneys and we will be happy to help you.

Significant changes in the One Big Beautiful Bill Act (“H.R. 1”) have made Section 1202 of the Internal Revenue Code an even more valuable tax break for small business owners and investors. These updates expand who can qualify, shorten the time to claim benefits, and increase the amount of gain that can be excluded.

Qualified Small Business Stock (“QSBS”) Rules Prior to H.R. 1

To take advantage of Section 1202, both the stockholder and the issuing corporation must fulfill a series of requirements.

Stockholder Eligibility Criteria

First, the holder of the stock must be a non‑corporate entity (either an individual, partnership, or trust). Second, the stock must have been held for a minimum of five years to qualify for the exclusion. Third, the stock must also have been acquired in exchange for cash, property, or services, not in exchange for other stock. This rule includes LLC membership interests, which the courts have defined as “stock” for these purposes (for further analysis, see Leto v. United States, No. CV‑20‑02180‑PHX‑DWL (D. Ariz. 2022)).

If the stockholder is a pass‑through entity, such as a limited liability company, partnership, or S-corporation, the exclusion may still apply. In this case, the entity itself must meet the five‑year holding requirement, and the gain must be passed through to a non‑corporate owner who: 1) held an interest in the pass‑through entity at the time it acquired the QSBS, and 2) has continued to hold that interest.

Issuing Corporation Requirements

The corporation issuing the stock must also satisfy several conditions to ensure the stock qualifies for the exclusion.

Before all else, the stock must have been issued after August 10, 1993. The percentage of gain that can be excluded depends on the issuance date: 50% for stock issued between August 11, 1993, and February 17, 2009; 75% for stock issued between February 18, 2009, and September 27, 2010; and a full 100% for stock issued on or after September 28, 2010.

The issuing corporation must also be structured as a C‑corporation with less than $50 million in gross assets at the time of issuance, calculated based on the tax basis of the assets. For LLCs that convert to C‑corporations, this means the conversion must occur before reaching $50 million in gross assets. However, careful planning is required, as certain actions (such as cash contributions in exchange for shares) can inadvertently push gross assets over the limit and disqualify the stock.

Qualifying as a “Qualified Business”

Next, the business itself must also meet the criteria of a “qualified business.” The issuing corporation cannot exceed $50 million in gross assets, which includes cash and the aggregate adjusted tax basis of other property. Additionally, under the “look‑through rule,” if the corporation owns more than 50% of another company, it is considered to own its proportionate share of the subsidiary’s assets, which could potentially push the corporation over the $50 million limit.

To qualify, at least 80% of the corporation’s assets must be used in qualifying activities. Certain service businesses, such as those dependent on the reputation or skill of their employees (including health, law, engineering, and consulting firms) are excluded. A full list of non‑qualifying activities can be found in the IRC.

What’s New?

H.R. 1 resulted in three key changes to the application of Section 1202 on QSBS:

• First, the limitation on the size of the underlying business increases by 50%, heightening the limit from $50 million to $75 million.
• Second, the holding period shifts from an all-or-nothing rule (requiring a full five years before any exclusion applied) to a phased-in schedule that begins at three years and reaches the full benefit at the same five-year mark.
• Third, the flat cap on the tax benefit allowed increases from $10 million to $15 million. The 10x adjusted basis of the QSBS remains unchanged.

Asset Limit Increase

The first change increases the gross asset limit for qualifying businesses from $50 million to $75 million. This limit is measured at the time the QSBS is issued and immediately afterward. As long as the corporation’s gross assets are at or below the $75 million threshold at those points, the stock can still qualify, even if the company’s assets later grow beyond the limit. Beginning in 2027, the $75 million threshold will be indexed for inflation. This change applies only to stock issued after July 4, 2025.

As an example, before H.R. 1, a manufacturing company with $52 million in gross assets couldn’t issue QSBS, the $50 million cap made it ineligible. After H.R. 1 raised the limit to $75 million, a newly incorporated C-corporation with $70 million in gross assets could issue qualifying stock. Investors in that August 2025 raise may now be able to exclude millions in future gains under Section 1202.

Shortened Holding Period

The second change replaces the all-or-nothing five-year holding rule with a phased schedule: 50% of the gain can be excluded after three years, 75% after four years, and the full 100% after five years. Again, this change only applies to those shares acquired after July 4, 2025.

For example, in August 2026, an investor puts $1 million into QSBS from a qualifying tech startup with $60 million in assets. Before H.R. 1, they would need to wait until August 2031 for any exclusion. Under the new phased approach, selling after three years allows a 50% exclusion, after four years 75%, and after five years the full 100%, giving flexibility if an early acquisition offer arises.

Increase on Tax Benefit

The third and final change to Section 1202 QSBS benefit is the increase in the flat cap from $10 million to $15 million. This will only affect those taxpayers where $15 million is greater than 10x that taxpayers’ basis in the stock. To the extent the 10x test exceeds $15 million, this change will not affect the taxpayer. Again, this cap will increase for inflation beginning in 2027 and will affect stock acquired after July 4, 2025.

For example, in late 2025, an investor buys QSBS for $500,000. In 2030, they sell it for $20 million, realizing a $19.5 million gain. Under the old rules, the exclusion would be the greater of $10 million or 10x basis ($5 million), so $10 million. With H.R. 1’s higher flat cap, they can now exclude $15 million, shielding an additional $5 million from tax.

Navigating the Potential Pitfalls

For those who meet these stringent criteria, the tax savings can be substantial. But navigating the rules can be complex, with pitfalls that may cause a business to lose its QSBS status. An LLC that converts to a C‑corporation, for example, must do so before surpassing the $50 million asset threshold. Further, specific transactions, like cash contributions for shares pushing the assets over $50 million, redemptions by the issuing company, or the issuing company holding too much cash, can result in losing the QSBS status.

Conclusion

Section 1202 of the Internal Revenue Code presents a unique opportunity for investors and business owners to exclude millions of dollars from taxable income, but only if they carefully navigate the requirements. For those ready to invest in small businesses, understanding these rules can make a significant difference in your tax bill. Proper planning, awareness, and ultimately, documentation of the criteria are essential to unlocking these savings and maximizing your financial benefits.

If you have questions about Section 1202 or how your business can reap the maximum tax benefits using this tool, please feel free to reach out to any member of our Tax team.

What is a stablecoin, and why should I care?

A stablecoin is a type of cryptocurrency designed to maintain a fixed value—most often pegged to the U.S. dollar—by being backed 1:1 with reserves. Think of it as a digital IOU: for every $1-pegged coin in circulation, the issuer holds $1 in safe, highly liquid assets.

You should care because stablecoins make dollars programmable, instantly transferable worldwide, and usable in digital ecosystems without going through traditional payment rails. If you are considering being an issuer, it represents a new way for you to participate in payments, settlements, and financial innovation, which could potentially open new revenue streams, strengthen customer engagement, and position your organization favorably in a rapidly growing digital asset market.

What are the key features of a stablecoin?

There are five fundamental characteristics that are critical to understanding the nature of a stablecoin as a digital asset:

1. Pegged Value: The most common stablecoins promise that 1 coin = $1.
2. Blockchain-Based: Stablecoins live on public or private blockchains, meaning they can be sent globally in seconds, 24/7.
3. Fully-Backed Reserves: The peg is maintained because each coin is supported by cash or cash-equivalent reserves.
4. Redemption Right: A holder can, at any time, return the coin to the issuer and get $1 back (at “par”).
5. Two Pricing Tracks:
   1. Issuer Redemption Price: Always $1 if the issuer is solvent and compliant.
   2. Market Price: The coin may trade above/below $1 in secondary markets due to liquidity, access, or panic. A “failed peg” occurs when the market price drifts significantly from $1.

What is a “peg” and how do reserves work?

In stablecoin terms, the “peg” is the promise that each coin will always be worth a fixed amount of currency (usually $1). That peg is what gives the stablecoin its “stable” part, as opposed to the price swings you see in Bitcoin or Ethereum.

Reserves are what make the peg believable. For every $1-pegged coin issued, the issuer must hold $1 in safe, highly liquid assets such as cash in a bank account or short-term U.S. Treasuries. Those reserves are held separately from the issuer’s other funds and can’t be used for unrelated purposes.

Here’s how it works in practice:

• You buy a stablecoin directly from the issuer.
• Your $1 goes into a reserve pool.
• When you redeem the coin, the issuer takes $1 out of reserves and sends it back to you.
• If the reserves are always intact and redemption happens promptly, the peg holds.
• If reserves are lacking or redemption stalls, confidence drops and the market price can dip below $1, even if the issuer still claims the peg.

Why do stablecoins exist when we already have things called “dollars”?

Four reasons:

1. Speed: Stablecoins are able to be settled instantly, as compared to the several minutes or hours needed for bank wires, or in the case of Automated Clearing House (ACH) transfers, days.
2. Availability: As a digital asset, stablecoin can operate outside of bank hours and across borders, eliminating the need to wait until the next business day to transact.
3. Programmability: Stablecoin integrates with smart contracts within the broader, existing digital asset ecosystem.
4. Liquidity in Digital Markets: Stablecoin is liquid. It can facilitate trading, lending, and settlement unilaterally in cryptocurrency environments without converting back to traditional government-issued currency, known as fiat currency.

Keep in mind that one critical difference between stablecoins and dollars is that unlike cash deposits, payment stablecoins are not insured by the federal government.

What is the GENIUS Act?

The Guiding and Establishing National Innovation for U.S. Stablecoins Act of 2025 (the “GENIUS Act”) is the first U.S. federal law specifically regulating “payment stablecoins.” A payment stablecoin is a digital asset that is designed to be used for payments and pegged to a fiat currency (e.g., the U.S. Dollar). Only certain approved entities, or “permitted payment stablecoin issuers,” can issue these tokens. Stablecoins not issued by permitted issuers are ineligible for treatment as cash or cash equivalents for accounting, margin, or settlement purposes in regulated financial markets.

Digital assets that are also national currencies, deposits, or securities under the federal securities laws are not eligible to be payment stablecoins under the GENIUS Act. In other words, the GENIUS Act makes it clear that a payment stablecoin won’t be treated as a security or commodity under federal law. This means less regulatory overlap and more clarity for your business.

Who is eligible to be an issuer?

Only three categories of businesses may issue stablecoin:

1. Subsidiaries of insured banks. A subsidiary of an insured depository institution may issue payment stablecoins after receiving approval from the insured depository institution’s appropriate federal banking agency.
2. Federal-qualified non-bank issuers. A non-bank entity, uninsured national bank, or federal branch of a foreign bank can also can issue stablecoin, but it must receive pre-approval to do so by the Office of the Comptroller of the Currency (“OCC”).
3. State-qualified issuers. Issuers that have been approved to issue stablecoins by state stablecoin regulators and which don’t qualify as under the other two categories above.

Public companies who do not engage primarily in financial activities generally cannot issue a payment stablecoin unless the Stablecoin Certification Review Committee (the “SCRC”), an oversight body consisting of the Secretary of the Treasury, the Chair of the Board of Governors of the Federal Reserve System, and the Chair of the Federal Deposit Insurance Corporation, unanimously find that the company will not pose a material risk to the U.S. financial and banking system and the company agrees to adopt certain data use and privacy measures.

What obligations does an issuer have under the GENIUS Act?

Under the Genius Act, an issuer of stablecoin has two fundamental obligations: (1) convert, redeem, or repurchase the payment stablecoin from the coin holder for monetary value (e.g., cash); and (2) create a reasonable expectation that the payment stablecoin will maintain a stable value. The GENIUS Act also imposes the following additional obligations on issuers:

1. 1:1 Reserve Backing

Issuers need to keep enough reserves to back every stablecoin issued: dollar for dollar. Reserves must consist of cash, short-term U.S. Treasuries, certain money market funds, or other approved low-risk assets. Reserves that comply with the GENIUS Act are “bankruptcy remote,” which means they must be held by qualified custodians and are off-limits to other creditors.

2. Restrictions on Issuer Activities

The GENIUS Act imposes significant restrictions on the activities of issuers of payment stablecoins, limiting such activities to:

• issuing and redeeming payment stablecoins;
• managing reserves;
• custodial or security services; and
• functions directly related to one or more of the above activities.

The Genius Act also prohibits both domestic and foreign permitted issuers from paying interest or yield to holders of payment stablecoins.

3. Par Redemption

Under the GENIUS Act, issuers must redeem 1 coin for $1 in cash with clear procedures and advance notice for any policy changes.

4. Transparency Measures

Every month, an issuer must publish a breakdown of its reserves, have its executive team certify as to the accuracy of those numbers, and have an outside accounting firm review its report. Issuers also need to make their redemption policies public and have a process in place to redeem coins quickly when users ask.

5. Other Requirements

Issuers must also meet the Genius Act’s capital, liquidity, risk management, marketing, anti-tying, audit and reporting, anti-money laundering, and economic sanctions compliance requirements. The Genius Act provides that issuers will be treated as financial institutions under the Bank Secrecy Act, which means that they will need to comply with the Bank Secrecy Act’s anti-money laundering and Know Your Customer (KYC) requirements. The Genius Act also establishes bankruptcy provisions for permitted issuers.

How will issuers be supervised?

The OCC regulates federal qualified payment stablecoin issuers, while subsidiaries of insured depository institutions are overseen by their respective federal banking agencies. State-qualified issuers with less than $10 billion in outstanding stablecoins may be regulated solely at the state level if the state regime is certified as “substantially similar” to the federal regime. Issuers exceeding this threshold, or those in non-certified states, are subject to joint state and federal oversight. The SCRC regulates certification and review of this process as well as the approval process for non-financial public companies applying to be permitted payment stablecoin issuers.

Does the Genius Act permit foreign payment stablecoin issuers to sell payment stablecoins in the U.S.?

Yes, subject to certain additional restrictions. Foreign payment stablecoin issuers may offer or sell stablecoins in the U.S. if they are subject to a regulatory regime deemed comparable by the Secretary of the Treasury, are registered with the OCC, maintain sufficient U.S. reserves, and are not domiciled in sanctioned or high-risk jurisdictions. Foreign issuers must comply with U.S. reporting, supervision, and enforcement requirements.

What requirements does the Genius Act place on custodial service companies and banks?

Entities providing custodial or safekeeping services for stablecoins or related assets must be subject to federal or state supervision and adhere to detailed requirements regarding accounting and segregation. The GENIUS Act does not restrict banks or depository institutions from engaging in otherwise permissible digital asset activities, including issuing digital assets representing deposits or providing custodial services.

Is a payment stablecoin a “security” under the federal securities laws?

No. The GENIUS Act expressly excludes payment stablecoins issued by permitted issuers from the definition of a “security” under the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the Investment Company Act of 1940, the Investment Advisers Act of 1940, and the Securities Investor Protection Act of 1970. These stablecoins are also excluded from the definition of “commodity” under the Commodity Exchange Act. The GENIUS Act clarifies that permitted stablecoin issuers are not required to register as investment companies solely due to stablecoin issuance and that advice limited to such stablecoins does not trigger investment adviser registration.

When will the GENIUS Act become effective?

The GENIUS Act becomes effective on the earlier of January 18, 2027, or 120 days after the issuance of implementing regulations by federal banking regulators. Until the effective date, any person may issue, offer, or sell payment stablecoins in the U.S. After the effective date, only permitted issuers may issue stablecoins, with a transition period for the offer and sale of pre-existing stablecoins until July 18, 2028, when full restrictions take effect.

How Have Banks Responded to the GENIUS Act?

In a joint letter to Senate Banking Committee leaders, the American Bankers Association and more than 50 state banking associations urged Congress to tighten the GENIUS Act, warning that several “loopholes” could jeopardize consumer protection and the stability of the banking system. The groups argued that the GENIUS Act’s ban on interest-bearing stablecoins is easily circumvented because exchanges and other third parties may still offer yield, potentially siphoning deposits away from traditional banks. They also pressed lawmakers to eliminate an exemption that allows non-financial companies to obtain federal approval to issue stablecoins, contending that mixing commerce and banking heightens conflicts of interest and competitive imbalances. Finally, the bankers asked Congress to repeal a provision permitting state-chartered issuers to operate nationwide without additional state approvals, asserting that it undermines the dual banking system and state consumer-protection authority.

What does the GENIUS Act mean for the future of banks and stablecoin issuers?

The GENIUS Act introduces a new era of regulatory clarity and operational requirements for both stablecoin issuers and banks. For stablecoin issuers, the GENIUS Act establishes a clear path to legal compliance, but also imposes significant obligations, including licensing, reserve backing, activity limitations, and ongoing reporting and audit requirements. Only entities that qualify as permitted payment stablecoin issuers, such as subsidiaries of insured depository institutions, federal qualified issuers, or state-qualified issuers, will be able to issue payment stablecoins in the U.S. after the effective date. Foreign issuers must meet comparable regulatory standards and register with U.S. authorities to access the U.S. market.

Banks and depository institutions may continue to engage in digital asset activities that are otherwise permissible under existing law, including issuing digital assets representing deposits and providing custodial services for stablecoins and related assets. However, banks seeking to issue payment stablecoins must do so through approved subsidiaries and comply with the GENIUS Act’s requirements. The GENIUS Act also clarifies that payment stablecoins issued in compliance with the GENIUS Act are not considered securities or commodities, reducing regulatory uncertainty for banks and issuers alike.

Overall, the GENIUS Act is expected to foster greater confidence and participation in the U.S. stablecoin market, while raising the bar for compliance, transparency, and risk management.

If you have any questions about the GENIUS Act and its potential impact on your business, or would like to develop a customized compliance strategy, please contact Vince Pecora or any member of our Banking team.

Recent changes in U.S. trade policy have created a lot of uncertainty for business owners, especially those who buy or sell products internationally. New and proposed tariffs (taxes on imported goods), along with retaliatory tariffs, can be announced or rolled back with little warning. This makes it hard to predict how a business may do in the future, as past performance may not be a strong indicator when considering future financial forecasts impacted by these trade limitations—which, in turn, makes it difficult to agree on a fair price when considering the purchase price of your company.

If your business relies on global supply chains or sells to customers beyond the U.S., these unpredictable tariffs can have a large impact on your profits. For many companies, this has created an additional challenge in the M&A market; buyers may worry that tariffs and other trade barriers lower margins or limit market access, while sellers do not want to be penalized for global macroeconomics far outside their control.

What Is an Earnout and How Can It Help?

The increased uncertainty is one of many factors that could cause a discrepancy between the price the seller believes the company is worth versus the price the buyer thinks is worth the risk involved. To help bridge this valuation gap, buyers and sellers are now more frequently turning to earnouts and other contingent consideration structures. An earnout is a contractual provision whereby a portion of the purchase price is paid at closing, and another portion (or portions) is contingent on the target company achieving certain financial or operational performance goals within typically a few years after the closing of the transaction. For buyers, this limits the amount of capital needed up front, which is helpful in a cash-conscious market, and lowers risk if the business is impacted in the near future, while also giving their financing sources more confidence to lend in a speculative environment. For sellers, earnouts provide the chance to receive more money than a risk-averse buyer would otherwise be willing to pay up front, if the seller believes the earnout targets are achievable despite, or perhaps due to, the uncertainty.

While earnouts are often used when previous owners or key employees stay on to help operate the company, they are also a way for buyers to delay some payments to see if major circumstances arise that could undermine the predicted valuation and performance of the company. This approach became especially relevant during the COVID-19 pandemic, and, much like then, companies today need to think creatively to address the unique challenges caused by increased tariffs at a level not seen since before World War II.

Key Points to Consider When Using Earnouts

No two M&A deals are the same, and there is no one-size-fits-all answer to an earnout provision. Each one will be unique, based on the companies involved, their industry, the market at the time of closing, both sides’ predictions of future earnings, and other deal-specific considerations. The following are some issues both sides should take into consideration while drafting earnouts to address these uncertainties and bridge the valuation gap:

• Clear Goals: The earnout should spell out exactly what targets need to be met—such as revenue, profit, or other measures. In today’s environment, you might want to use targets that account for the impact of tariffs, like “tariff-adjusted” profits, financials that exclude specific cost line items, or using non-financial, operational performance goals such as key business activities, milestones, or KPIs. Avoid ambiguous language to help avoid disputes down the road.
• Payment Structure: Earnouts can utilize a multitude of payment structures, including a minimum and maximum amount that can be paid, or tiered payments that can help absorb some of the volatility in the future, as opposed to an all-or-nothing approach.
• Change-in-Law and Force Majeure: Sellers may wish to negotiate language in the agreement to explicitly address how regulatory changes, including tariffs, will impact or change the calculations and thresholds for earnout eligibility.
• Dispute Resolution: Earnouts are one of the most common sources of legal fights after a sale. Including clear rules for resolving disagreements—such as mediation or arbitration—can save time and money.
• Seller Protections: Sellers may want extra protections, like holding some money in escrow or requiring performance guarantees, to ensure they get paid.
• Buyer’s Responsibilities: Sellers should consider covenant language defining the buyer’s post-closing conduct expectations—explaining how the buyer must act and steps they should take to best position the business to reach the earnout payment thresholds—so sellers have a fair shot after the business is out of their control (or even if the sellers are staying on in some capacity).
• Timing Considerations: In a time of tariff uncertainty, buyers may look to prolong closing in an effort to get a clearer picture of the financial landscape. This extension of time, however, could prove to be risky for sellers, who may miss out on other opportunities in the interim.
• Additional Concerns: While earnouts can help mitigate tariff turmoil, it is also important to consider additional protections in the agreement, including:
  • Additional due diligence to understand how tariffs may affect your particular business;
  • A more robust “material adverse effect” clause, potentially articulating the ability to walk away in the case of certain events (i.e. larger tariffs); and
  • Broader representations and warranties and potentially additional insurance.

Conclusion: Earnouts as a Solution in Uncertain Times

Earnouts are no longer just price bridges; they are also risk management tools for both sides of a transaction. For companies considering M&A transactions in this environment, understanding how to navigate the risks and opportunities surrounding earnouts is crucial. With buyers more cautious and sellers often unwilling to capitulate on the price of their company when it comes down to potential future risks, earnouts and other contingent payments create an opportunity for both sides to reach a deal. In these times, it is essential for both parties to engage in comprehensive, creative negotiations and seek expert legal and financial counsel to mitigate risks, maximize profits, and reach a deal that can withstand any tariff storm.

If you’re thinking about selling or buying a business, talk to your advisors about whether an earnout makes sense for your situation.

For further guidance on structuring or negotiating earnouts and other issues in your next transaction, please reach out to a member of our M&A team.

Minnesota is implementing changes to the laws that govern trusts, estates, and powers of attorney, with most of the changes effective August 1, 2025. These legislative updates modernize long-standing rules, streamline the trust administration process, provide clarity to areas of ambiguity, and introduce new tools for trust planning.

Whether you have existing trusts or are just considering getting started with your estate planning, these changes may impact how your estate plan operates and how your wishes are carried out. Now is the time to review your estate plan to ensure it aligns with the new legal framework.

1. Long-Term Trust Planning: Trusts Can Now Last 500 Years

Under the new law, Minnesota increased the vesting period for trusts to 500 years—a major change from the previous 90-year limit.

Why it matters: This expansion now allows Minnesota trusts to exist for up to potentially 500 years, which fits a trend that we have seen with other jurisdictions in extending the rule against perpetuities. This now makes Minnesota a more attractive state for those interested in establishing long-term, multi-generational “dynasty trusts.” These dynasty trusts are a tool that can be used to:

• Preserve wealth in the family;
• Minimize estate, gift, and generation-skipping transfer taxes owed by each generation; and
• Protect assets from creditors and divorcing spouses for centuries.

This change also encourages keeping administration of trusts within Minnesota, as Minnesota residents with these types of trusts have increasingly selected other states with more favorable laws in which to establish these types of trusts. The new rule applies to trusts created on or after August 1, 2025.

2. Protection Against Unintended Beneficiaries and Fiduciaries

Two important changes provide greater protection against unwanted beneficiaries and fiduciaries:

• A parent of an adult child can now be disqualified from inheriting from the child’s estate if the parent and child were estranged in the year preceding the child’s death and the parent’s rights could have been terminated while the child was a minor.
• Former in-laws are now automatically removed as a beneficiary from wills, trusts, and other beneficiary designations and fiduciary appointments after a divorce or annulment—unless the documents are intentionally updated to keep them in place.

Why it matters: These provisions help align default inheritance rules with the general expectation of what most individuals would want in these types of situations, but they are no substitute for a well-maintained estate plan. We still recommend reviewing your plan after any major life changes.  For example, if an in-law is named as a fiduciary in your documents and is automatically revoked on divorce, you still should execute a new document naming a new individual in that fiduciary role, or it may leave you with no individual named at all in that role.

3. Defined Roles for Trust Advisors and Protectors

Minnesota’s revised law clears up the definitions of the duties and responsibilities of investment advisors, distribution advisors, and trust protectors named in directed trusts.

• Investment and distribution advisors are considered fiduciaries by default unless otherwise stated in the trust.
• Trust protectors are not fiduciaries unless the trust expressly states that such roles are to be fiduciaries.
• The law also makes other default rules applicable to trustees also applicable to directing parties.

Why it matters: These revisions give trustees, advisors, and beneficiaries a clear understanding of the responsibilities of each role. It also provides clarity to a long-standing issue for professional advisors in that it clarifies whether they need to act in a fiduciary capacity. Many attorneys, CPAs, and advisors have historically been hesitant to take on these advisor roles in trusts due to the ambiguity in their duties, and these laws aim to clear that up.

4. Deadlines for a Trust Contest

The law continues to permit a trustee to enforce a 120-day deadline to contest the validity of a revocable trust after the settlor’s death—but only if certain requirements are met. The amendment clarifies the content of the notice, which currently requires:

• A copy of the trust
• Notice of the settlor’s death
• The trustee’s name and contact information
• A statement of the deadline to file a challenge

Why it matters: This provides certainty for trustees and reduces the risk of delayed litigation. Proper notice is essential to get the clock ticking on the 120 days. Trustees should consult counsel to ensure compliance with the notice requirements.

5. Power of Attorney Clarification: Express Language Now Required to Grant the Power to Amend Trusts

Agents acting under a Power of Attorney cannot revoke, amend, or consent to the modification or termination of a trust unless that authority is explicitly stated in the Power of Attorney document or in the trust itself.

Why it matters: Under previous law, it was unclear whether this power was given, and often agents were taking actions in this area that were not expressly permitted by the power of attorney document. The modification to the law aims to make it clear that there is no authority to amend or revoke trusts unless explicitly stated in the document itself. The standard Minnesota Statutory Power of Attorney form does not grant an agent the power to amend or revoke a trust.  There may be times when a principal may want to grant the agent the power to amend or revoke trusts, and the pros and cons of granting this power should be discussed with your estate planning attorney.

6. Streamlined Termination of Small Trusts

The threshold for terminating a “small” or “uneconomic” trust without court approval is increased from $50,000 to $150,000.

Why it matters: Trustees now have a much easier process to close small trusts without costly and time-consuming court proceedings or tracking down signatures from qualified beneficiaries. Trusts under the $150,000 threshold typically have administrative costs that are difficult to justify for the amount of assets that the trust holds, and therefore, the trustee and beneficiaries desire to terminate the trust and distribute the funds outright to the beneficiaries. We often see documents that fund trusts with less than $150,000 for a specific beneficiary. Now is the time to discuss eliminating these trusts or alternative options with your estate planning attorney.

7. Additional Technical and Administrative Updates

The updates include several other technical revisions that aim to streamline the trust administration process, resolve ambiguity or uncertainty surrounding various provisions in the Trust Code, and modernize the laws.

What Should You Do Now?

These revisions bring Minnesota’s laws in line with national trends, offer new planning opportunities, and give trustees and estate planners new tools to ease the trust administration process. At the same time, older documents may now fall short of your current goals or the updated legal standards.

We recommend you:

✔ Contact your estate planning attorney regarding any updates in this alert that you feel may apply to your situation.
✔ Review and update as needed your Trust, Power of Attorney, and other estate planning documents to ensure that you have the appropriate beneficiaries and persons named in your fiduciary roles.
✔ Continue to re-visit your estate plan on a regular basis, and particularly after major life events such as marriage, divorce, estrangement, a birth or death of a family member, or a change in health.
✔ If you are named as a trustee or other fiduciary in an estate planning document, discuss your duties and responsibilities with your attorney to explore what tools may be available to assist you in your role.

If you have questions about how these changes affect your estate plan or your responsibilities as a trustee, agent, trust beneficiary, trust protector or advisor, contact a member of our estate planning team for assistance.

Special Election 34B – Speaker Emerita Hortman Seat

Following the horrific events of the early morning of June 14, including the assassination of Speaker Emerita Melissa Hortman, Governor Tim Walz has called for a special election. A primary will be held on August 12, with the general special election on September 16. The following candidates have filed to run and will be on the ballot:

• Xp Lee (DFL) – Received party endorsement
• Christian Ericksen (DFL)
• Erickson Saye (DFL)
• Ruth Bittner (R) – Because she was the only Republican to file, she will not participate in the Primary Election.

Special Election 47 – Senator Nicole Mitchell Seat

On July 18, Senator Nicole Mitchell (DFL-Woodbury) was convicted on two burglary-related charges stemming from an incident in April of 2024. She officially resigned her seat on July 25, triggering another special election. The Governor is expected to officially call for the special election in the coming weeks. However, both of the members of the Minnesota House of Representatives that reside in this district (Rep. Amanda Hemmingsen-Jaeger and Rep. Ethan Cha) have stated that they intend to run for the open seat. Should one of them win, a special election will then be needed to fill the open House seat. Republican Dwight Dorau has also announced that he intends to run for the Senate seat. He ran for the Senate against Mitchell in 2022, and for the House in 2024, losing both races. It is likely that additional candidates will also seek the Senate seat.

Special Election 29 – Senator Bruce Anderson Seat

On the same day that Sen. Mitchell announced her intent to resign on a future day, the Senate lost long-time member Sen. Bruce Anderson (R-Buffalo). Sen. Anderson served in the legislature for more than two decades, with long stints in both the House and Senate, passing away unexpectedly at the age of 75. Sen. Anderson was known as a voice for veterans and as a kind man for whom faith and family were always important. It is likely that this special election will be held on the same day as the Mitchell special election.

Sen. Fateh Mayoral Dream

This November, Minneapolis will choose a mayor, and Sen. Omar Fateh was endorsed by the DFL last weekend for that post. Sitting Minneapolis Mayor Jacob Frey, who is seeking another term, is contesting the endorsement as technology issues bogged down the endorsement process, with Frey supporters eventually leaving the convention prior to the successful vote to endorse Fateh. Should Fateh win the November mayoral election, another special session would be needed to fill his Senate seat, and once again, it is possible that a House member would seek the seat, meaning one more special election for the House as well.

Sen. Pratt to Seek Congress

With the expectation of an open Congressional seat in CD2 due to Congresswoman Angie Craig (DFL) seeking an open Senate seat, Republican state Sen. Eric Pratt has announced that he intends to run for Congress. Sen. Pratt is among the highest ranking members of his caucus and would likely be Chair of the Finance Committee if Minnesota Republicans were to take control of the Senate in 2026. However, Minnesota law forbids candidates from filing for two offices in the same election, so if Sen. Pratt receives the Republican nomination or decides to run in a primary election for Congress, he would have to give up his Senate seat. The Senate is currently DFL-controlled by the closest of margins, 34-33 (pending no changes following the special elections). Sen. Pratt’s DFL colleague, Sen. Matt Klein, previously announced his intention run for the Congressional seat as well. Thankfully, since this race isn’t on the ballot until 2026, no special elections will be needed.