Corporate & Commercial

When owners of a limited liability company (LLC) want to sell the whole business, a Membership Interest Purchase Agreement (MIPA) is the tool of choice to complete the transaction.  A MIPA sells the membership interest of the LLC.  This is different from an Asset Purchase Agreement (APA) where only specific assets and not liabilities of the company are sold. When the membership interest of an LLC is purchased, both assets and liabilities are transferred from seller to buyer. 
What is a membership interest purchase agreement?
A membership interest purchase agreement, sometimes called a MIPA, is a contract between a seller
Continue Reading Membership Interest Purchase Agreement

Earlier this month, the New Jersey Assembly’s Labor Committee passed bill A3715, designed to sharply limit the availability, use, and enforceability of restrictive covenants such as non-compete agreements by New Jersey employers. The stated purpose of the bill is to preclude the use of certain post-employment restraints of covenants with certain groups of employees including low-wage workers, students, employees under 18 years old, and seasonal and temp workers. The bill would also preclude the use of restrictive covenants with independent contractors. This new bill is similar in many ways to bills that have been proposed in various state legislatures recently
Continue Reading New Jersey Considering Major Changes to Non-Compete Law

When we first wrote about this matter back in February of 2021, it was to tell you that CANarchy had won a challenge to the Texas Alcoholic Beverage Commission’s interpretation of a Texas alcoholic beverage control law limiting the right of breweries to sell beer to go from their premises to those breweries that do not make more than 225,000 barrels of beer annually “at all premises wholly or partly owned, directly or indirectly,” by the brewer.

Sec. 12.052. Sales by Certain Brewers to Consumers. (a)In addition to the activities authorized by Section 12.01 (Authorized Activities), the holder of a
Continue Reading 5th Circuit’s pun-filled opinion upholds CANarchy’s right to sell beer to go in Texas because it leases and does not “own” most of its breweries across the country.

Bellas & Wachowski – Chicago Business Lawyers
Small businesses with 16 to 24 employees that have been operational for at least two years and don’t already offer qualifying retirement plans will, as of November 1, 2023 be subject to the requirements of the Illinois Secure Choice Savings Program Act
Under an amendment passed last year, those with 5 to 15 employees must participate in the act—which has created a state-sponsored retirement savings program to boost access for private-sector employees—as of November 1, 2023.
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Continue Reading State Retirement Plan Expands to Smaller Employers

Following an initial first-round publication (now edited) and two rounds of comments (here and here), the Illinois Liquor Control Commission has now provided the Joint Committee on Administrative Rules with a second publication and partially edited proposed Administrative Rule governing alcoholic beverage couponing and rebate promotions between liquor manufacturers and distributors and retailers. Here is the link to the updated new proposed rule on alcoholic beverage coupons in Illinois.

The new rule addresses three different types of rebates/coupons/promotions:

  • The first are those rebates and coupons offered from manufacturers (brewers, distillers, wineries) to consumers whereby the funds for

  • Continue Reading Selling alcoholic beverages in Illinois? Retailers, wholesalers, distilleries, breweries and wineries should get familiar with the soon-to-be new rule regarding alcoholic beverage promotions involving coupons and rebates; scan backs are prohibited.

    In a boon to Illinois’s hospitality industry, the Illinois Liquor Control Commission has announced the implementation of the liquor license fee reduction enacted by Governor Pritzker’s signing the 2023 budget.

    The budget requires the ILCC to waive the license renewal fees ($600 online and $750 in person) (and sorry first-timers) for State of Illinois liquor license holders of retailer licenses designated as “1A” licenses (you’ll know by looking at your current license number, but basically, bars, restaurants, packaged goods stores, theaters, etc.).

    This liquor license fee waiver runs from July 1, 2022 to June 30, 2023, so everyone with a
    Continue Reading In a win for Illinois hospitality, bars, hotels, restaurants, liquor stores, theaters and other “1A” Retailer Liquor Licensees receive full license fee waivers for upcoming 2022-2023 renewals.

    Operating your business as a limited liability entity generally protects your personal assets from claims of business creditors, but the informal operation of small to mid-sized and family-owned businesses can sometimes weaken that protection when things go bad, allowing a business creditor to reach the owners’ personal assets. Some of the areas where the risk is highest include:

    • Signing Documents/Guaranties. Avoid personal guaranties, recourse loans and providing your personal information for business credit, and always sign as a representative.
    • Breach of Fiduciary Duties. Officers, directors, employees and sometimes shareholders owe fiduciary duties to the entity and their improper conduct gives


    Continue Reading Avoiding Personal Risk From Your Business

    In Notice of proposed rulemaking No. 212 (“Modernization of Qualification Requirements for Brewer’s Notices), the TTB recently proposed these changes to the Code of Federal Regulations governing brewers, brewing, and brewery operations and control. Comments are accepted through August 8:

    (1) Eliminating the collection of certain information from Brewer’s Notices; and

    (2) Replacing required narrative descriptions of the premises with more specific information.

    The proposed amendments to CFR § 25.68 eliminate requirements to submit detailed narrative descriptions of the brewery and certain of its attributes and replace these requirements with a more specific set of information. Section 25.81 relates
    Continue Reading The TTB’s Ten proposed changes that you’ll want to know about regarding: reporting inventory, trade names, beer destruction, tavern premises, ownership and managerial changes, applying for a brewer’s notice, records maintenance, and terminating operations

    A Delaware Chancery Court judge recently rendered a post-trial verdict in the In re Tesla Motors Stockholder Litigation in which he found in favor of co-founder and CEO of Tesla Motors, Elon Musk, on claims that Musk breached his fiduciary duties, was unjustly enriched, and created corporate waste in connection with Tesla’s 2016 acquisition of the SolarCity Corporation.
    This high-profile, high-stakes lawsuit stemmed from alleged conflicts of interest created by Musk’s leadership and ownership of both companies during the 2016 acquisition. At the time of the merger, Musk was SolarCity’s largest stockholder and chaired its board of directors. At the
    Continue Reading Delaware Judge Finds for Elon Musk on Breach of Fiduciary Duty Claims

    The Court of Appeals of Maryland has affirmed a lower appellate court’s reversal of a win that Pabst had against a Maryland beer wholesaler under Maryland’s beer franchise law, the Maryland Beer Franchise Fair Dealing Act. The case is Pabst Brewing Co. v. Frederick P. Winner, Ltd. (link to opinion).

    We reported on the lower court case back in May of last year. At that time the Appellate Court was faced with ruling on an appeal brought by a beer distributor, Frederick P. Winner, Ltd., that had lost a district court case to Pabst following Pabst’s termination
    Continue Reading Maryland high court rules against Pabst and limits “successor brewer” under beer franchise law to different or new licensees finding it does not include change of control through new parent companies

    Judge Friendly often proved the power of an articulate and well-reasoned dissent. His dissents led to Supreme Court review, en banc consideration, and future policy and precedent. Judge Wilkinson has a Friendly-esque track record and his recent dissent in a dormant Commerce Clause wine retailer shipping challenge may lead to further review of the 4th Circuit’s decision in B-21 Wines, Inc. v. Bauer (link to opinion (and excellent dissent)).

    B-21 Wines involves a dormant Commerce Clause challenge to North Carolina’s discriminatory practice (all judges in the opinion agreed the practice is discriminatory) of allowing in-state wine retailers to ship
    Continue Reading In wine retailer shipping case, 4th Circuit panel splits over proper test for Twenty-first Amendment dormant Commerce Clause challenges and interpretation of holdings in Granholm and Tennessee Wine. Bonus: we have the briefs and appendix for you.

    The Colorado legislature recently passed a bill, now awaiting the governor’s signature, which will substantially limit the ability to enforce non-compete agreements against any workers other than those who are deemed “highly compensated.” In addition, the new law will impose new, stringent notice requirements and penalties if employers fail to comply with the new statutory requirements. If the governor signs the bill, which he is expected to do, the law will go into effect this August, giving employers only a few months to put into place processes to ensure compliance with the law’s new requirements. This bill comes on the
    Continue Reading Colorado Legislature Passes New Restrictions on Use of Non-Compete Agreements

    It’s finally over. Back in 2020, the 7th Circuit reversed an injunction that then MillerCoors obtained against Anheuser keeping Anheuser from using certain forms of advertising related to an ad campaign asserting that corn syrup was used in Miller Lite and Coors Light – the implications of a relationship to “high fructose corn syrup” and corn syrup remaining in the beer as opposed to aiding in fermentation drove the district court’s decision. The 7th Circuit rejected the notions of foul play because MillerCoors (now Molson Coors) had listed corn syrup as an “ingredient” on its website.

    On appeal, however, the
    Continue Reading Order entered dismissing remaining issues in Molson Coors (MillerCoors) v. Anheuser false advertising case… yes, that one about the corn syrup ads from 2019.

    Brewers, distillers and vintners should pay attention to a recent ruling about an imported beer brand’s dispute with a distributor that it hadn’t shipped beer to in 18 years as it contains some important lessons for distribution agreement termination in franchise states.

    The facts of Amtec Int’l of N.Y. Corp. v. Polish Folklore Imp. Co. (link to opinion) involve an importer of Polish beer – ZUBR – and its successor as well as a malt beverage wholesaler operating in New York and New Jersey. 

    In 1998 the beer distributor entered into an “import and wholesale agreement” (you can find
    Continue Reading Court finds leaving a territory for 13 years might not be enough to accomplish termination of a beer distribution agreement – but sales and transfer of title outside the state may preclude beer franchise statute application

    For nearly six weeks, many have followed the defamation trial between Johnny Depp and his former wife Amber Heard. The trial has provided potent insight into the destructive effects of drugs, alcohol, and stardom. It has also highlighted the perhaps more relatable lesson that ending a marriage can be a messy process. Emotions run high, tempers flare, and deep wounds can lead former spouses to lash out. Sometimes these outbursts result in saying things that are hurtful or even defamatory. Such is the basis of the case of Depp and Heard.

    The dispute between Depp and Heard stems from a
    Continue Reading What the Depp v. Heard Trial Has Taught Us about Defamation Law

    A California state appellate court recently issued an opinion reviving a class-action lawsuit concerning alleged violations of requirements employers must follow when performing employment-related background checks. In its opinion, the Court reversed summary judgment entered in favor of book retailer Barnes & Noble in a class-action lawsuit accusing the retailer of failing to strictly comply with the requirements for obtaining authorization for background checks found in the Fair Credit Reporting Act (FCRA). The Court’s decision breathes new life into the putative class action which was remanded to the trial court for further proceedings.

    The FCRA is a federal statute that
    Continue Reading California Court Rules that Jury Must Decide Issue of Willfulness in Fair Credit Reporting Act Class Action