20 GIU 2024 · Are you thinking of buying or selling a business? In this episode, Rob Fafinski and Adam Brown go through the transaction process from start to finish. Rob breaks down a deal at each step along the way, on both the buy and sell side, including asset deals, equity/stock deals, entrepreneurship through acquisition (ETA), and self-funded searches. Rob and Adam talk about letters of intent (LOI), EBITDA analysis, SBA loans and conventional lending, financial diligence, quality of earnings (Q of E), negotiations, legal due diligence, purchase agreements, earnouts, promissory notes, indemnity, warranties, disclosure schedules, and the closing process. Rob also discusses a number of other considerations involved when a business is sold, including ongoing management of the business, HR & employment considerations, employee benefits, real estate matters, leasing, third-party contracts, leasing, funds flow, insurance and risk management, potential litigation or liability questions, carve outs, indemnification agreements, enumerated liabilities, and more. Rob and Adam also talk about the importance of building strong, lasting client relationships and trying to make this complicated and very involved experience as positive as possible for everyone involved.

28 MAG 2024 · Nate Snyder and Adam Brown discuss the recent 2.8 billion dollar settlement the NCAA has entered into in multiple class action lawsuits, including House v. NCAA, Hubbard v. NCAA, and Carter v. NCAA. These were cases based in antitrust law, and the settlement is still subject to approval by a Federal Judge. The settlement does not necessarily establish legal precedent, but it does give some indication as to what the NCAA will do in the coming years, and it opens the door to a model that is much closer to a "pay-for-play" setup. There are other antitrust-based cases that are not part of this settlement, including the Fontenot case, and there are other employment and unionization cases pending in other areas. Nate and Adam talked about what could happen going forward with all of these cases, and they discussed this settlement's potential Title IX implications, its possible impact on the transfer portal and collectives, what will happen with so-called "non-revenue" athletes and sports, and other emerging areas to watch going forward.

25 APR 2024 · V. John Ella and Adam Brown discuss Executive Compensation in Minnesota and the United States.  John and Adam talk about a variety of topics in the Executive Compensation and HR space, and they cover a wide range of topics, including the definition of what makes an "executive," the history of executive and employee compensation in the U.S., benefits, salaries, stock, equity/ownership, restricted stock, stock options, stock appreciation rights, valuation appraisals, and phantom equity. They also discuss strategies for incentivization and retention, bonuses (retention, signing, annual, and performance), commissions, "Pay for Performance," 409A plans, and newer trends such as private equity investments, profits interest agreements, supplemental executive retirement plans (SERPs), deferred compensation, long-term incentive plans, and non-voting membership interests. So, they cover quite a bit!

18 MAR 2024 · Meet Jamie Briones! Jamie is one of our Litigation Attorneys at FMJ, and she will be joining the podcast rotation going forward. In this episode Jamie and Adam discuss a variety of topics and items that arise in pre-litigation stages. Specifically, they talk about demand letters/cease and desist letters, strategies before litigation formally begins, Litigation Holds, Service of a Summons and Complaint, Hip Pocket or Pocket Service rules, service by publication, and personal service. Jamie also gives insight into the pre-litigation process and the strategy considerations that go into a case before it technically becomes a case.

28 FEB 2024 · In this episode, our special guest https://www.otcpas.com/team/matthew-klein/, a Principal in the Tax Department of https://www.otcpas.com/, joins https://www.fmjlaw.com/professional/fafinski-rob-iii/ and https://www.fmjlaw.com/professional/adam-j-brown/ to talk about current trends in accounting. Matt works primarily with privately-held businesses, including S-Corporations, closely-held corporations, partnerships, and individuals, and his work overlaps quite a bit with the legal work we are doing at FMJ. The group discusses a variety of accounting topics, and the interactions with the legal side, in a variety of practice areas, including manufacturing, mergers and acquisitions, and estate planning. Matt discusses planning strategies, valuations, pass through entity tax deductions, bonus depreciation changes, R&D taxation and potential fixes, and the December 2017 Tax Act with its upcoming estate tax exemption sunset. In addition, Matt discusses current trends and topics he is seeing in the accounting industry. It was a fast-paced, fun discussion covering a broad spectrum of topics, and there was even a reference to Hallmark movies. We are thankful to Matt for taking the time to join us!

18 GEN 2024 · Pat Shriver and Adam Brown analyze the Corporate Transparency Act (CTA), which became effective on January 1, 2024. The CTA is a federal law that includes new reporting requirements applicable to almost any business registered or doing business in the United States. Pat and Adam discuss the history and purpose of the CTA, how it works, what needs to be reported, and who needs to report. They also talk about deadlines, beneficial ownership information, company applicants, exemptions, civil and criminal penalties, potential strategies for tracking and compliance, updating reports, ongoing requirements, and more. Pat confirmed that we do not need to panic, but every organization needs to be aware of the CTA and analyze whether they need to file a report. This can be a rather complicated analysis, and it is probably something most organizations should discuss with their legal advisors soon.

8 GEN 2024 · In this episode, Nate Snyder and Adam Brown discuss copyrights in detail. Nate explains copyright law basics, common misconceptions, copyright registration, enforcement, infringement and defenses, and the strategic and financial decisions that are often involved with copyright issues. The team also discusses licensing, artificial intelligence, copyright "trolls," and strategies if you receive a cease-and-desist letter. Copyright issues can be complicated, and it is always a good idea to consult legal counsel when they arise.

4 DIC 2023 · In this episode, Nate Snyder and Adam Brown are joined by Natolie Hochhausen and V. John Ella, who are attorneys in FMJ's HR & Employment Law Practice Group. The team discusses Minnesota's new statewide sick and safe time law, which takes effect on January 1, 2024. Topics include employees that are covered, exceptions (or a lack thereof) for employers, application, accrual and tracking methods, changes to policies and handbooks, interaction between this new law and current PTO and attendance policies, necessary language and handbook and policy changes to consider, administrative changes and issues, lingering questions, and more. In addition, Natolie and John briefly touch on a number of the other Minnesota HR and Employment Law changes, such as legalized cannabis and the new ban on non-compete agreements/clauses. Stay tuned to hear more about those other new laws in future episodes. There have been so many changes in HR and Employment Law in Minnesota. Please check our website for additional information, and check in with employment counsel soon to ensure that your organization is making the correct changes.

16 NOV 2023 · In this episode, Nate Snyder and Adam Brown are joined by FMJ Law's sports and entertainment externs, Hallie Cooper and Meredith Lavine! The team discusses externship programs and experiential learning opportunities for law students, starting a career in sports and entertainment law (and the variety of different career paths available), current events and issues the team is tracking in the arena of sports and NIL, emerging and evolving women's professional leagues, and new laws regarding sports agents that are gaining traction around the country.

9 OTT 2023 · In the final installment of our three-part primer series on Name, Image, and Likeness (NIL), Nate Snyder and Adam Brown spoke with Professor David Grenardo from the University of St. Thomas School of Law to discuss NIL and to see where Professor Grenardo believes NIL is headed in the future. Professor Grenardo is one of the leading scholars examining NIL and its surrounding issues, and he shares his thoughts and opinions regarding the next steps for NIL, including possibilities such as pay-for-play models, a free-market system, unionization, and revenue sharing. Professor Grenardo also discusses collectives, scholarships, the transfer portal, and the potential effects of a pay-for-play type of system on the structures in place in college athletics. Professor Grenardo talks about some of the policy considerations involved, both positive and negative, with NIL and its continued evolution, including the potential for exploitation of student-athletes, contract considerations and concerns, the potential impact on youth sports, opportunities for student-athletes to receive increased financial benefits, and the potential gains for sports, schools, and/or student-athletes at the margins. In addition, Professor Grenardo highlights some of the potential legislation, pending cases, and other things to watch for in the NIL arena (pun intended). Thank you to Professor Grenardo for joining us for this very interesting conversation!