Forcing Out Minority Shareholders in Wisconsin: An Overview
by James S. Swiderski
May 15, 2008; 8 minutes, 42 seconds          Listen:

The goal of this podcast by Jim Swiderski is to provide an overview of techniques utilized by majority shareholders to force out minority shareholders in Wisconsin corporation and possible responses by minority shareholders to those majority shareholder squeeze-out efforts. Examples of the techniques and responses are provided and include mergers, reverse stock splits, lawsuits for breach of fiduciary duty and petition for judicial dissolution.

Forcing Out Minority Shareholders in Wisconsin: Minority Shareholder Rights
by James S. Swiderski
April 14, 2008; 5 minutes, 57 seconds          Listen:

In this podcast, Jim Swiderski introduces the listener to possible responses by minority shareholders to majority shareholder efforts to force minority shareholders out of a Wisconsin corporation. The responses discussed include asserting dissenter's rights, filing a lawsuit alleging breach of fiduciary duty and petitioning the court to judicially dissolve the corporation.

LLC Operating Agreements: A Cautionary Tale
by Mark W. Siler
March 28, 2008; 4 minutes, 52 seconds          Listen:

Mark Siler discusses the flexibility of a limited liability company (LLC) operating agreement and the Wisconsin Limited Liability Company Law (WLLCL). Despite the flexibility of this business form, additional issues may arise, as illustrated by the case Kasten v. Doral Dental USA, LLC (2007 WI 76).

Forcing Out Minority Shareholders in Wisconsin: Majority Shareholder Squeeze-Out Techniques
by James S. Swiderski
March 27, 2008; 8 minutes, 34 seconds          Listen:

This podcast introduces the listener to various techniques utilized by majority shareholders to force out troublesome minority shareholders in Wisconsin corporations. The techniques covered by Jim Swiderski include mergers (statutory, short-form, and triangular and reverse triangular), reverse stock splits, and voluntary corporate dissolutions.

Wisconsin's New Woman-Owned Business Certification Program
by Bryan W. Edgar
October 09, 2007; 7 minutes, 55 seconds          Listen:

In this podcast, Bryan Edgar provides details about the Wisconsin Women's Business Enterprise (WBE) Certification Program administered by the Department of Commerce's Business Development Division. He covers the eligibility requirements of the program, which was established to facilitate contracting capabilities for women.

LLC Organizational Issues
by Steven M. Szymanski
April 05, 2007; 5 minutes, 24 seconds          Listen:

The ease of organizing a limited liability company (LLC) has made it a very attractive business entity. In this podcast, Steve Szymanski addresses the organizational process of an LLC. Often overlooked issues, including the importance of the preparation and execution of a written operating agreement, are discussed.

Highlights of Choice of Business Entity Considerations
by James S. Swiderski
March 27, 2007; 6 minutes, 35 seconds          Listen:

When selecting the business entity that best suits your needs, several factors must be considered. Focusing on C corporations, S corporations and limited liability companies (LLCs), Jim Swiderski's podcast highlights several points to consider, including: formation and administrative costs, taxation, investment opportunities, case law, and management concerns.

Business Succession Planning
by Michael M. Berzowski
March 21, 2007; 7 Minutes, 11 Seconds          Listen:

Mike Berzowski discusses the importance of developing a business succession plan. A successful business succession plan will provide for the effective transfer of a business to future owners and an exit strategy for the current owners. This podcast includes a discussion of the key steps in developing such a plan.

Correcting Mistakes in a Qualified Retirement Plan
by Dwight H. Ellis
October 01, 2007; 10 minutes, 13 seconds          Listen:

In this podcast, Dwight Ellis covers what action to take when a mistake is made in a qualified retirement plan. The discussion includes the types of corrections or omissions and the ways to correct each of them while complying with the IRS and revenue procedures.

Is Your 401(k) Plan a Ticking Time Bomb?
by Dwight H. Ellis
July 18, 2007; 10 minutes, 13 seconds          Listen:

In this podcast, Dwight Ellis discusses how recent legislation and litigation are posing challenges for employers who have previously adopted qualified retirement plans commonly referred to as 401(k) plans. Questions employers are dealing with in connection with possible changes to their 401(k) plans are summarized.

Pension Protection Act of 2006
by Dwight H. Ellis
March 29, 2007; 7 minutes, 11 seconds          Listen:

Dwight Ellis speaks on the scope and coverage of the Pension Protection Act of 2006 in this podcast. The Act amended the Employee Retirement Income Security Act (ERISA) and the Internal Revenue Code by adding more serious funding requirements. New provisions related to single and multiemployer pension plans, charitable deductions, Roth IRAs, minimum pension funding, and survivor annuities are included in the discussion.

Common Mistakes Made by Employers
by Michael M. Berzowski
October 11, 2007; 8 minutes, 49 seconds          Listen:

In this podcast, Mike Berzowski discusses the three basic categories into which most employer mistakes fall. The categories are a lack of policy, knowledge and training. Adverse employment actions, such as retaliation, are often the result of failure to provide information and written policies and procedures.

Civil Liability for Employment References
by Michael M. Berzowski
October 11, 2007; 3 minutes, 50 seconds          Listen:

A myth about employment references and employer liability is the topic of this podcast. Mike Berzowski dispels the false belief that the best practice to follow is to give no references or to only verify dates of employment. The facts on employer immunity, liability and evidence of good faith are covered.

Hiring and Firing in the Electronic Age Part I
by Anna M. Pepelnjak
October 04, 2007; 10 minutes, 42 seconds          Listen:

Anna Pepelnjak takes you through the hiring process, providing tips for successful recruiting, interviewing and using electronic resources in this first of two podcasts on hiring and firing. She includes a discussion on background checks, reference checks and how to ask a potential employee the right interview questions.

Hiring and Firing in the Electronic Age Part II
by Anna M. Pepelnjak
October 04, 2007; 8 minutes, 21 seconds          Listen:

In this podcast, the second of two on hiring and firing, Anna Pepelnjak looks at the steps involved in terminating an employee. Feedback, employee handbooks, goal monitoring, and what to do after the decision to fire an employee is made are discussed.

Workplace Identity Theft
by Anna M. Pepelnjak
April 03, 2007; 8 minutes, 6 seconds          Listen:

Protect employee privacy and reduce your risk of exposure to liability by learning some tips to prevent workplace identity theft. In this podcast, Anna Pepelnjak provides information that could prevent you from becoming a victim. Types of identity theft, business owner liability, and security audits are included in the discussion.

Severance Agreements and Releases
by Debra A. Slater
March 27, 2007; 12 minutes, 24 seconds          Listen:

In this podcast, Deb Slater addresses the enforceability of severance agreements and releases with terminated and departing employees. Drafting effective agreements increases the likelihood that an employee will release discrimination and related claims in connection with termination of employment.

Religion in the Workplace Part I
by Michael M. Berzowski
March 21, 2007; 5 minutes, 21 seconds          Listen:

In this podcast, the first of two on religion in the workplace, Mike Berzowski explains the background and scope of religious discrimination issues in the workplace. The discussion includes examples of religion-focused problems and federal and Wisconsin legislative remedies.

Religion in the Workplace Part II
by Michael M. Berzowski
March 21, 2007; 4 minutes, 24 seconds          Listen:

Mike Berzowski continues the discussion on religion in the workplace in this second of two podcasts on the topic. Guideposts for employers, reasonable religious accommodations and preventive measures for religious discrimination are discussed.

When to Change Residency to Florida
by Jaime D. Levine
April 22, 2008; 4 minutes, 10 seconds          Listen:

Individuals who spend their winters or half the year in Florida may benefit by changing their residency to Florida. In this podcast, Jaime Levine takes the listener through hypothetical situations involving tax law developments and state of residence. Recent estate, income and intangibles tax changes and savings could motivate a change in residency.

Don't Leave Your Loved Ones Without Access to Online Accounts or Files
by Jaime D. Levine
April 11, 2008; 3 minutes, 36 seconds          Listen:

The popularity of online accounts and paperless transactions may become a problem in the event of a death or disability. In this podcast, Jaime Levine discusses the importance of providing a trusted person a list of passwords to online accounts, email and other files accessed through the Internet.

Adult Children and HIPPA
by Debra A. Slater
June 18, 2007; 3 minutes, 50 seconds          Listen:

Deb Slater discusses how the privacy provisions of the Health Insurance Portability and Accountability Act of 1996 (HIPPA) can present problems when the adult child needs medical care and the parent cannot obtain health information. This podcast includes advance planning solutions for the adult child and parent in the event of a medical emergency.

Durable Powers of Attorney
by Michael M. Berzowski
March 21, 2007; 5 minutes, 2 seconds          Listen:

In this podcast, Mike Berzowski discusses the importance of a durable power of attorney. This written instrument allows a person to appoint another to act as their agent and confers authority to perform specific acts, including financial, on their behalf. In view of the recent changes in Wisconsin guardianship and protective services laws, the durable power of attorney has become more significant.

Health Care Powers of Attorney
by Michael M. Berzowski
March 21, 2007; 5 minutes, 36 seconds          Listen:

When someone suddenly becomes incapacitated due to injury or illness and is unable to make informed decisions, the question of how to address health care needs arises. In this podcast, Mike Berzowski looks at the importance of choosing someone to make those decisions by assigning a health care power of attorney. With changes in the guardianship law in Wisconsin, and in light of the very-public Terry Schiavo case, this issue has serious implications for many individuals and families.

Wisconsin Estate Tax
by Philip J. Miller
March 21, 2007; 4 minutes, 9 seconds          Listen:

Will the Wisconsin Estate Tax expire at the end of the year? In this podcast, Phil Miller addresses the possibility of this tax expiring or being replaced. The tax is currently "decoupled" from the federal credit for state death taxes. Allowing the current estate tax to expire may help lessen the state's image as a high tax state.

Piercing the Corporate Veil
by Scott B. Fleming
May 16, 2007; 11 Minutes 1 second          Listen:

Corporate formation offers shareholders protection from liability. Under certain circumstances, the courts may look through the corporation, known as piercing the corporate veil, and hold shareholders, officers or directors personally liable for the debts of a corporation. In this podcast, Scott Fleming discusses the statutory exceptions to the rules of limited liability, the requirements needed in an action to pierce the corporate veil, and the three-part test for piercing the corporate veil.

Electronic Discovery
by Anna M. Pepelnjak
April 03, 2007; 9 minutes, 16 seconds          Listen:

Under a recent change in the Federal Rules of Civil Procedure, electronically stored information, even if it might be inaccessible, must be preserved and provided to your opponent during litigation. In this podcast, Anna Pepelnjak discusses the duty to preserve evidence, spoliation of evidence, and the proliferation of electronic equipment and records.

Non Compete Agreements: What Are They? When Are They Enforceable?
by Thomas L. Skalmoski
March 30, 2007; 8 minutes, 46 seconds          Listen:

Non compete agreements are contracts between an employer and an employee in which the employee agrees not to engage in business activities that compete with the employer following termination of employment. In this podcast, Tom Skalmoski discusses typical restrictions in non competes, who should consider an agreement, common myths and the reasonable test of an enforceable non compete agreement.

Nonprofit Volunteers and Risk Management Part I
by Michael M. Berzowski
October 11, 2007; 9 minutes, 1 second          Listen:

In this podcast, the first of three, Mike Berzowski discusses volunteers and risk management in nonprofit organizations. The importance of acknowledging and controlling risk with the idea of protecting the resources of the organization are covered. Common asserted claims and typical problem areas involving volunteers are discussed along with the risk management process, strategy and responsibility.

Nonprofit Volunteers and Risk Management Part II
by Michael M. Berzowski
October 11, 2007; 10 minutes, 3 seconds          Listen:

In this second of three podcasts on volunteers and risk management, Mike Berzowski discusses how nonprofit organizations should treat volunteers, in all material respects, like full-time compensated employees. The volunteer management cycle, which includes recruiting and training, and the volunteer management matrix, which is the structured procedure for screening and selection, are addressed.

Nonprofit Volunteers and Risk Management Part III
by Michael M. Berzowski
October 11, 2007; 7 minutes, 36 seconds          Listen:

Mike Berzowski, in this third of three podcasts, discusses the insurance aspects of volunteer risk management. Nonprofit organization insurance considerations, such as types of insurance and policy exclusions, are included. Tips on what to do if a risk materializes and how to handle the media are also discussed.

501(c)(3)s: Obtaining and Maintaining Your Organization's Tax Exempt Status
by Robert B. Teuber
March 13, 2007; 5 minutes, 53 seconds          Listen:

For a non-profit organization or charity to obtain exemption from the federal income tax under Internal Revenue Code section 501(c)(3)s, the organization must satisfy certain requirements. Rob Teuber's podcast provides a brief overview of many of the requirements that must be met by prospective 501(c)(3) organizations to receive and maintain a federal tax exemption.

Recent Developments in Land Use Law
by Bryan W. Edgar
April 18, 2008; 8 minutes, 32 seconds          Listen:

In this podcast, Bryan Edgar reviews recent Wisconsin Supreme Court and Court of Appeals decisions relating to land use topics. The issues discussed in the cases include zoning, variances, restrictive covenants, easements, titles, tax assessments of commercial property and Wisconsin's "smart growth" statute.

Tips and Techniques to Avoid the Wisconsin Real Estate Transfer Fee
by James S. Swiderski
March 31, 2008; 8 minutes, 24 seconds          Listen:

This podcast introduces the listener to various techniques which may be utilized by the seller of real estate to avoid payment of the Wisconsin real estate transfer fee. Jim Swiderski discusses some of these techniques, including selling the business entity which holds the real estate instead of selling the underlying real estate and employing the use of multi-step transfers of the property utilizing statutory fee exemptions.

What Do You Do When a Residential Tenant Doesn't Pay the Rent?
by Richard J. Rakita
October 05, 2007; 4 minutes, 36 seconds          Listen:

Rick Rakita begins this podcast with a discussion on what you should not do when a tenant does not pay the rent. He covers the various types of notices used to collect owed rent or terminate tenancy and the different types of leases in the process leading up to an eviction in Wisconsin.

2006 Title Insurance Policy
by Richard J. Rakita
March 28, 2007; 4 minutes, 37 seconds          Listen:

Changes were made to the Title Insurance Policy form in late 2006. This document provides that a third party insurance company will insure that the buyer is obtaining a good title to the property. In this podcast, Rick Rakita describes the changes in the coverages, exceptions and risks. The new title policy is more user-friendly and provides new protections to the real property buyer.

Benefits and Pitfalls of Triple-Net Single Tenant Leases
by James S. Swiderski
March 27, 2007; 12 minutes, 25 seconds          Listen:

Jim Swiderski investigates the advantages and disadvantages of the triple-net single tenant lease in this podcast. Triple-net single tenant leases typically involve leasing commercial properties to tenants, with high credit ratings, who are responsible for property taxes, insurance and maintenance costs. Default rates, return on investment, cash flow and cost of conversion are just some of the specifics to consider with this form of lease.

Successfully Challenging Real Estate Assessments
by Bryan W. Edgar
March 20, 2007; 11 minutes, 17 seconds          Listen:

Are you unhappy with your real estate assessment? In this podcast, Bryan Edgar provides some tips and insights on how to reduce commercial and residential property tax assessments in Wisconsin. Methods to challenge the assessment and what remedies to apply are discussed.

Conservation Easements
by Susan J. Marguet
April 11, 2008; 4 minutes; 59 seconds          Listen:

Conservation easements, a private land use restriction voluntarily placed on a piece of land in order to protect it from futher development, and tax relief opportunties are discussed in this podcast. Susan Marguet addresses the significant tax benefits family farmers, ranchers and other moderate-income landowners can obtain by making a charitable donation of a conservation easement.

Employee vs. Independent Contractor
by Robert B. Teuber
March 25, 2008; 8 minutes, 18 seconds          Listen:

In this podcast Rob Teuber discusses some of the consequences to businesses and individuals if a worker is misclassified as either an employee or an independent contractor. In the discussion, he also outlines the current three factor test used to determine employee or independent contractor status as well as identifying the former 20 factors used in the analysis.

IRS Tax Audits - The Basics
by Robert B. Teuber
October 03, 2007; 6 minutes, 41 seconds          Listen:

In this podcast, Rob Teuber discusses the basic issues that individuals or businesses may face after being selected for a tax audit by the IRS. The podcast includes information on the various types of audits and the methods the IRS uses to collect information, including document requests, summonses and taxpayer interviews.

Canned v. Custom Software and the Wisconsin Sales Tax
by Mark W. Siler
October 01, 2007; 8 minutes, 11 seconds          Listen:

Mark Siler looks at the application of the Wisconsin sales and use tax statutes to the purchase of computer programs in this podcast. The differing tax treatment for pre-written computer programs and custom software is discussed in the case Wisconsin Department of Revenue v. Menasha Corp (2004AP3239).

Wisconsin's Film Tax Credits
by Robert B. Teuber
May 16, 2007; 10 Minutes 32 seconds          Listen:

Rob Teuber discusses the four upcoming Wisconsin film tax credits that will be available to film, television and video game producers. The podcast includes a discussion of the Film Production Services Credit, the Film Production Expenditures Credit, the Sales and Use Tax Credit and the Film Production Company Investment Credit.

Wisconsin's Voluntary Disclosure Program for Nonfilers
by Robert B. Teuber
March 26, 2007; 8 minutes, 43 seconds          Listen:

The Wisconsin Department of Revenue provides a program that allows people and businesses that have not filed tax returns to come back into compliance with the tax laws while avoiding costly penalties and potentially limiting past filing requirements. In this podcast, Rob Teuber discusses the requirements of Wisconsin's Voluntary Disclosure Program for individuals and businesses that wish to file past-due tax returns before they are caught by the tax authorities.