Date: Sept. 23, 2026
Time: 9 a.m. to 1 p.m. 
Location: Walker Art Center

(Don’t) Rock the Boat: Navigating Family Dynamics in the Transfer of Wealth

This year’s program focuses on how to chart the waters of wealth and legacy while avoiding the rocks of sensitive family dynamics. On the surface, familial wealth conflicts appear to be about money. But confronted with behaviors like fixation on the distant past, attachment to particular items as a stand-in for parental affection, and the withholding of information as a means of control, those who mitigate, mediate, and litigate such disputes know that there are deeply personal issues beneath the surface, straining relationships and interfering with administration of the trust or estate.

At this half-day seminar, learn how to stay the course in these scenarios and more by leveraging effective family meetings to reach common ground, helping clients focus on their "north star" objectives when things get choppy, and cultivating acceptance in those committed to rowing in the other direction.

Agenda

• 9-9:30 a.m. Registration & Breakfast
• 9:30-9:50 a.m. Keynote | Utilizing Your EQ in Assessing and Navigating Family Dynamics
• 9:50-10:40 a.m. Panel 1 | Finding Resolution When at Loggerheads: Family Meetings, Mediation, and Litigation
• 10:40-10:55 a.m. Break
• 10:55-11:45 a.m. Panel 2 | Know Your Ropes, Adjust Your Sails: Preventing Conflict Through Careful Planning
• 11:45 a.m.-1 p.m. Networking Lunch

Keynote | Utilizing Your EQ in Assessing and Navigating Family Dynamics

Hearkening to Leo Tolstoy’s opening line of "Anna Karenina": "All happy families are alike; each unhappy family is unhappy in its own way," Judge Gail T. Kulick will draw upon her judicial and mediation experience to address the importance of emotional intelligence (EQ) in untangling the quagmire of familial conflict present in planning and probate matters. Judge Kulick will share her insights on how the ability to not only regulate your own emotions but also understand the emotions and motivations of your clients and their family members helps manage these dynamics, provides space to hear and be heard, and, ultimately, works towards a fair resolution.

Keynote Speaker: Judge Gail T. Kulick (Ret.)

Judge Kulick is a 1985 graduate of the University of Minnesota Law School. For 31 years she practiced primarily in the areas of real property, including serving as the Mille Lacs County examiner of titles, estate planning, and probate, until her appointment to the Mille Lacs County bench in 2016. Judge Kulick was elected to the Minnesota House of Representatives in 2008 and served one term. She also served the Mille Lacs Band of Ojibwe as commissioner of corporate affairs, acting as CEO of Grand Casino Mille Lacs and Grand Casino Hinkley from 2011 to 2012. She is a member of the Minnesota State Bar Association, including the Real Property and Probate, Trusts and Estates sections.

Panel 1 | Finding Resolution When at Loggerheads: Family Meetings, Mediation, and Litigation

When family tension turns to protracted conflict, parties frequently believe the law is on their side and that a judge's order, mediation outcome, or settlement agreement can heal all wounds. The reality is more complex. In this panel, we will discuss how clients’ goals may be met (or unmet) through the various paths to resolution, drawing upon real stories and de-escalation strategies from the perspective of fiduciary, mediator, and litigator. Topics will include airing dirty laundry at the right time and place, preventing informational asymmetry, cutting through drama in settlement discussions, and helping clients "eat their spinach" when hard truths need to be accepted.

Speakers: Evan Nelson (moderator) and Julian Zebot, Maslon LLP; Joel Sommers, Fiduciary Counselling, Inc.; Judge Gail T. Kulick (ret.)

Panel 2 | Know Your Ropes, Adjust Your Sails: Preventing Conflict Through Careful Planning

Wealth managers and estate planners can spot a wealth transfer storm brewing. In this panel, we will demonstrate how effective planning on the front end can prevent the kind of conflicts covered in our first session. Presenters will discuss important considerations related to trustee selection, distribution age requirements, prenuptial agreements, and more. They will also dive deeper into the topic of the family meeting as conflict prevention—important headwaters where an hour or two of effective communication can prevent decades of conflict downstream.

Speakers: Jack Austin (moderator), Michael Sampson, and Kelley Scrocca, Maslon LLP; Tiffany Carmona, JPMorgan Private Bank

Please contact us to learn more.

Continuing Education

Maslon will seek approval with the Minnesota State Board of Continuing Legal Education for 2.0 hours of standard CLE credit, and with American Bankers Association (ABA) Professional Certifications for the equivalent Certified Trust and Fiduciary Advisor (CTFA) credit.

Prior Forums:

Location, Location, Location: Strategies for Administering and Litigating Trusts Across State Lines (Sept. 16, 2025)

Maslon's Inaugural Forum on Wealth Management and Litigation (Sept. 12, 2024)

Anna represents both plaintiffs and defendants in a wide range of commercial cases. She focuses her practice on tort & product liability, high-stakes civil litigation, complex business disputes, and investigations. After working in private practice for more than a decade, including as a Maslon partner, Anna dedicated several years to public service as a prosecutor in the Hennepin County Attorney's Office in Minneapolis. In that role, she managed a dynamic caseload that included homicide, sexual assault, financial crimes, and drug and property cases through all stages of prosecution. She subsequently managed litigation in house as senior legal counsel for a large pharmacy benefit manager.

Terri, a business attorney and mediator, focuses her practice on M&A, restructurings and shareholder business divorces, and mediation of commercial disputes. As a deal lawyer, rather than a litigator, she is unique among mediators because she brings her many years of experience negotiating deals to the mediation table—along with her trademark high energy, active listening skills, creativity, and pragmatic approach.

To learn more, see Minnesota Lawyer: Top Women in Law.

Closely held companies are particularly vulnerable in such scenarios as they often have no trading market for their shares, no independent board, and often no clear separation between the roles of owner, employee, and manager. Owners who become unhappy cannot simply sell into the market and walk away. The same people frequently draw a salary, set strategy, and share in profits, so a single disagreement can simultaneously threaten their income, career, and investment.

Minnesota law recognizes this reality: Under the Minnesota Business Corporation Act (the "Corporations Act"), shareholders in a closely held corporation owe one another a heightened duty to act in an "honest, fair, and reasonable manner," and courts measure conduct against the "reasonable expectations" of the owners as they existed at the outset and developed over time (Minn. Stat. § 302A.751). Similarly, members of a Minnesota limited liability company ("LLC"), under Minnesota’s Revised Uniform Limited Liability Company Act (the "LLC Act"), owe one another a good-faith-and-fair-dealing obligation measured against the operating agreement, and owe the company a duty of loyalty and care (unless otherwise eliminated). (Minn. Stat. § 322C.0409, subds. 2-4.)

These standards cut both ways. They protect the minority owner who is squeezed out, while rewarding owners who take the time to write their expectations down—because written agreements in corporations are presumed to reflect those reasonable expectations (see Minn. Stat. § 302A.751) and members in LLCs are deemed to have assented to the written operating agreement.

The good news is that many of these disputes are preventable. A little planning at the beginning of a business relationship is often far less expensive than litigating that relationship years later. In this article, we share strategies related to the issues we see most often, as well as practical drafting tips to help you prevent each one from derailing your business later.

1. Carefully consider how you bring in other owners (equity is not the only option).

Business owners often treat equity as the default solution for incentivizing employees, advisors, consultants, and investors. In reality, ownership is only one option, and it is frequently the wrong one. Owners not only have the right to share in a company’s profits and losses or receive dividends or distributions, but they may also carry voting rights, fiduciary protections, statutory rights to inspect company books and records, and, in Minnesota, the ability to sue for a fair-value buyout if they later feel mistreated (See Minn. Stat. §§ 302A.751 and 322C.0701). Adding an owner is typically much easier than removing one.

Before issuing ownership interests, consider whether a cash bonus, a profit-sharing arrangement, phantom equity, or stock appreciation rights can accomplish the same objective. Phantom equity and stock appreciation rights are particularly attractive to closely held companies worried that a new minority owner could create friction at a critical moment, such as a sale, because they provide key employees with a real financial stake in the company’s success without handing over actual stock or voting or inspection rights. Phantom equity is simply a contractual promise to pay a future bonus measured by the value of a stated number of shares; a stock appreciation right pays only the increase in value over time. These arrangements do require careful attention to cash flow—since the company must be able to fund the payout when it comes due—as well as periodic valuations and compliance with deferred-compensation tax rules under Section 409A of the Internal Revenue Code. As such, they should be documented in a written plan.

For an LLC taxed as a partnership, another alternative is a profits interest—a grant that shares in future profits and appreciation but has no value if the company were liquidated the day it is issued. A profits interest can serve as a powerful incentive for a senior executive, but it carries a trap for rank-and-file employees: The recipient of partnership interest cannot also be a W-2 employee, so the grant converts salary into self-employment income, ends payroll withholding, and can cost the employee access to certain benefits. For a small grant, the administrative burden often exceeds the benefit.

The practical point is the same across all of these tools: Match the incentive to the objective, and reserve true equity for the people you actually intend to make long-term co-owners.

Drafting tips. If you do grant equity, never do it on a handshake or a casual line in an offer letter. Document the grant in a written agreement that addresses vesting, what happens to the equity if the relationship ends, and, critically, a mandatory repurchase right so the company or the other owners can buy the interest back when the employee leaves. Tie that repurchase to the buy-sell mechanics discussed in Strategy 5. The most common problematic scenario is the departed employee who is no longer contributing but still owns a piece of the company and retains a statutory right to demand its records.

2. Draft written governance documents and require that changes be agreed upon in writing.

Minnesota corporations and LLCs have substantial flexibility in structuring governance arrangements. (See Minn. Stat. §§ 302A.181 and 302A.457 (corporations) and Minn. Stat. § 322C.0110 (LLCs).) That flexibility is one of the chief advantages of the closely held form, but it can also create uncertainty if important agreements are never documented. The statute will fill the gaps with default rules—and as Strategy 3 explains, those defaults are frequently not what the owners assumed.

This issue is particularly important for LLCs. The LLC Act expressly provides that the operating agreement governs the relations among members, the rights and duties of managers and governors, the conduct of the company’s activities, and the means and conditions for amending the agreement itself (Minn. Stat. § 322C.0110). In other words, the statute supplies rules wherever the operating agreement does not. Although Minnesota’s LLC statute allows an operating agreement to be oral or implied (see Minn. Stat. § 322C.0110, subd. 17), the surest way to avoid litigation is to have an express written operating agreement that states that it is the sole such agreement of the company and can only be amended in writing signed by the parties.

The most common gaps we see are often basic questions the documents simply never answer: Who has authority to bind the company, and up to what dollar threshold? What vote is required for a major decision, and what counts as "major?" How is the agreement amended? What happens when an owner dies, divorces, or quits? When the documents are silent on these points, the disagreement becomes about the rules, not the business, and there is no referee in the room.

Drafting tips. Adopt comprehensive written governance documents (e.g., a shareholder control agreement and bylaws for a corporation, or an operating agreement for an LLC) and make sure they include these two clauses, which can be easy to overlook yet potentially costly when missing:

• An integration clause stating that the written documents constitute the parties’ entire agreement and supersede all prior oral or written understandings, so a partner cannot later claim that a lunchtime conversation modified the deal.
• An amendment clause requiring that any change to the document be made only by a signed writing approved by a specified vote of the owners (and/or, if required, board members), and that the document may not be amended or modified by oral agreements or course of conduct. Both corporations and LLCs are able to authorize such amendment without having a formal meeting via a written action of its managing parties (see 302A.239, 322C.0407).

A few extra pages on the front end can save significant time and expense later.

3. Limit voting rights for passive investors and clearly define who makes major decisions.

Many owners assume voting power automatically follows ownership percentage, but that is not always true, and the default rules may surprise you. A Minnesota company may establish different classes or series of equity with full, partial, or no voting rights, so long as the terms are set out in—or authorized by—the articles and terms provided in the governance documents to alter from the default assumption of voting and financial rights. (See Minn. Stat. §§ 302A.401, 322C.0110, and 322C.0407.) If the articles are silent, however, all equity is deemed to be a single class of voting common equity with equal rights in accordance with their ownership percentages (pro rata). (See id.)

By default, shares are the unit of ownership in a corporation, and economic and voting rights are allocated pro rata according to the number of shares owned. By contrast, LLC members’ rights are shared equally per capita, meaning that a member who contributed 90% of the capital and a member who contributed 10% would, by default, each have one equal vote, and the 10% member could veto many corporate actions.

However, the Corporations Act and the LLC Act both allow the articles and governance documents to deviate from the default rules. So LLCs that want voting power to track ownership, and corporations that do not, must say so in the applicable governance documents. In an LLC, one clean way to achieve distribution-weighted voting is to designate the company as board-managed: In a board-managed LLC, the statute provides by default that each member possesses voting power in proportion to the member’s distribution interest. (Minn. Stat. § 322C.0407, subd. 4, cl. (17).) By contrast, the member-managed and manager-managed defaults give each member equal (per capita) rights, so an LLC using either of those structures that wants voting to track ownership must instead provide for it directly in the operating agreement.

Not every investor needs the same level of control. Governing documents should clearly identify which decisions require owner approval and which may be delegated to management. Many disputes arise over disagreement about who the decision-makers are, and not necessarily the decision itself.

Drafting tips. Build a deliberate allocation of control rather than accepting the defaults:

• Use share classes or membership classes to separate economic rights from control. A passive investor can hold non-voting or limited voting interests that still carry full economic participation and, if appropriate, a preferred return. However, if the company is taxed as an S corporation, you can have only one class of equity (voting and non-voting classes are OK).
• Define "major decisions" by an enumerated list—such as issuing new equity, incurring debt above a threshold, selling the company, approving related-party transactions, amending the governing documents, etc.—and specify the vote each requires (majority (50%), supermajority (higher percentage, such as 75%), or unanimous (100%)). Delegate everything else to the management team so the business can run.
• Calibrate supermajority and protective provisions carefully. A supermajority or unanimity requirement protects a minority owner from being steamrolled, but it also gives minority owners a veto right, and a veto in the wrong hands is how deadlocks are born. (See Strategy 4.) A common compromise is to give a minority investor a narrow set of "protective provisions"—veto rights over a short list of fundamental actions that could harm their investment (e.g., dilution, a change in the business, or a sale below a floor)—while leaving ordinary operations to majority or management control. However, these protective provisions still limit the operation of the company and decision-making abilities of the majority owners and the management team, so these rights should be narrowly tailored (and avoided if possible).

4. Avoid even numbers and, if deadlocks cannot be avoided, establish procedures in the governing documents to break them without expensive litigation.

Deadlocks are among the most common and potentially damaging governance problems in closely held businesses, because the structures owners adopt for fairness (equal ownership, unanimity requirements, or mirror-image boards) are the very structures that produce operational paralysis. Although Minnesota law provides remedies in certain situations, including judicial remedies under Minnesota Statutes Section 302A.751 (corporations) and Minnesota Statutes Sections 322C.0701 and 322C.0702 (LLCs), litigation is rarely anyone’s preferred solution.

A court can dissolve the company, order one owner to buy out the other(s) at a judicially determined fair value, or fashion other equitable relief—but only after an expensive (and often long) lawsuit on terms the owners no longer control, and decided by a judge unlikely to have business experience. For a corporation, a court may even order a buyout on motion, and it will use the price and terms set in the company’s own buy-sell or shareholder control agreement unless it finds them unreasonable. (Minn. Stat. § 302A.751.) That is a powerful reason to set those terms yourselves, in advance.

If possible, you should avoid equal ownership and voting structures in the first place: A 51%/49% ownership split, an odd number of directors, or a tie-breaking director can prevent the problem entirely. If a 50/50 or veto structure is unavoidable, the governing documents should contain a pre-agreed mechanism to break the tie before it reaches a courtroom. Common tools include:

• Escalation and mediation. Require that a disputed major decision first go to the owners’ senior representatives (or a neutral mediator) for a defined period before any more drastic remedy is available. This is the lowest-cost mechanism and often resolves the matter without anyone exiting.
• A neutral tie-breaker. Provide for a casting of votes, an independent director, or a pre-named third party (e.g., an industry expert or the company’s accountant) to decide a defined category of deadlocked issues.
• Buy-sell/"shotgun" provisions. A buy-sell triggered by deadlock removes one owner from the business. In the classic "Russian roulette" or "Texas shoot-out" structure, one owner names a single price; the other owner then chooses whether to buy at that price or sell at that price. Because the initiator does not know which side of the deal they will end up on, the mechanism is designed to discipline them into naming a fair price. Variations include sealed-bid auctions and appraisal-driven floors.

Drafting tips. A shotgun buy-sell is elegant but dangerous when the owners are not evenly matched. If one owner has far deeper pockets or a much larger stake, that owner can name an artificially low price knowing the other cannot afford to buy (or sell at a steep discount), forcing a cheap exit. Where resources are unequal, a put/call structure priced by an independent appraiser is usually more fair. Whatever mechanism you choose, add guardrails so the deadlock provision is not abused as a back-door exit:

• Limit the trigger to a short list of genuinely fundamental decisions, not every disagreement.
• Require a cooling-off or escalation period (and ideally mediation) before the buyout right can be invoked.
• Consider a lockup so the mechanism cannot be triggered in the company’s fragile early years.

5. Plan for shareholder exits and ownership transfers before they occur (including buy-sell rights, rights of first refusal, and permitted transfers).

Ownership in a company is a personal property right, and the property is freely transferable unless there are restrictions on transfers in the governing documents. Owners of closely held businesses generally want to know (and control) the parties with whom they are doing business and will include extensive transfer restrictions in their governance documents. Minnesota law generally permits transfer restrictions and buy-sell arrangements when properly drafted. (See Minn. Stat. § 302A.429 (corporations) and Minn. Stat. §§ 322C.0502–.0503 (LLCs).)

For corporations, a written restriction that is "not manifestly unreasonable" and is conspicuously noted or referenced on the stock certificate is considered valid and enforceable against the holder and any transferee. However, such restriction is ineffective against someone who buys without knowledge of it, so the mechanics of notice matter. (Minn. Stat. § 302A.429.) For LLCs, a transfer that violates a restriction in the operating agreement is ineffective as to anyone with notice of the restriction, and in any event a "bare" transferee receives only the right to distributions, not management rights or access to information. (Minn. Stat. § 322C.0502.) These statutes give owners the tools to control who joins the ownership group; the job is to use them.

A well-designed exit framework answers three questions in advance: when an owner can or must transfer, to whom, and at what price:

• Triggering events. A buy-sell typically fixes purchase-and-sale terms on events such as death, divorce, disability, termination of employment, bankruptcy, or an unresolved deadlock. Each trigger deserves thought—the price and terms appropriate for a "good leaver" who retires may differ from those for a "bad leaver" terminated for cause.
• Transfer controls. A right of first refusal requires a selling owner who has a bona fide third-party offer to first offer the interest to the company or the other owners on the same terms. A right of first offer requires the seller to offer to the insiders first, before shopping the interest, and does not require a third-party offer at all. Use one or the other, not both—the procedures overlap and stacking them only adds delay. But be aware that a right of first refusal can have a chilling effect: A serious buyer may be unwilling to spend time and diligence dollars knowing the insiders can swoop in and match. Pair these with permitted-transfer carve-outs (for example, transfers to a family trust for estate planning) so ordinary, non-threatening transfers are not bogged down.
• Valuation. Among the most important concepts in any buy-sell is how "price" will be determined. Fix the purchase price methodology at the outset in the governing documents or buy-sell agreement, when the parties are getting along and no one knows who will be buying or selling, and interests are therefore aligned. Common approaches include: (1) a fixed price updated periodically by agreement, (2) a formula (such as a multiple of trailing-12-month EBITDA), or (3) an appraisal. If using an appraisal, specify how the appraiser is chosen, the timeframe, who pays, and whether minority or lack-of-marketability discounts apply. Leaving valuation to be negotiated at the moment of exit guarantees a fight, because by then the parties’ interests are directly opposed.

Drafting tips. In addition to the drafting concepts noted above, companies typically include a purchase option, first for the company (as a redemption where the company buys the departing owner’s interest), and if the company does not elect to purchase the equity, then for the other owners, who would have a right to a cross-purchase. Generally the company should not be obligated to redeem the interests, unless the owners agree that the situation would support a mandatory buyout (e.g., in the event of death or disability). Buy-sells funded by life insurance are common, but the funding structure now requires extra care: In Connelly v. United States, 602 U.S. 257 (2024), the U.S. Supreme Court held that a corporation’s obligation to use life-insurance proceeds to redeem a deceased shareholder’s stock does not reduce the company’s value for federal estate-tax purposes—which can inflate the estate-tax value of the very shares being redeemed. Owners relying on company-owned life insurance to fund a redemption should revisit the structure with tax counsel and consider a cross-purchase alternative. Finally, set the buy-sell price and terms with care, because under Minnesota law a court will generally honor them in a later buyout dispute. (Minn. Stat. § 302A.751.)

6. Establish clear information-sharing practices and follow them consistently.

Many owner disputes begin when expectations about access to information are unclear. Some owners expect detailed financial statements every month; others expect updates only when major events occur. Problems arise when those expectations do not align, and an owner kept in the dark is an owner who starts to suspect the worst.

Minnesota law does not leave information rights entirely to the owners’ goodwill. In a corporation that is not publicly held, a shareholder has an absolute right, within 10 days of a written demand, to inspect and copy the share register and core company records—including up to three years of board and shareholder proceedings, articles and bylaws, financial statements, and any shareholder control agreement. Other records are made available on a showing of a "proper purpose" reasonably related to the person’s interest as a shareholder. (See Minn. Stat. § 302A.461.)

For LLCs, timing requirements are less rigid and the rules more vague as to the type of information that can be requested—and they differ by management structure. In a member-managed company, members may inspect records material to their rights, and the company must even furnish material information without a demand. In a manager- or board-managed company, a member must make a particularized written demand stating a proper purpose, to which the company must respond within 10 days. (See Minn. Stat. § 322C.0410.) These rights cannot be drafted away entirely. An operating agreement may not "unreasonably restrict" them, though reasonable confidentiality conditions are permitted. (Minn. Stat. §§ 322C.0110 and 322C.0410.) The lesson is that fulfilling information requests is not an optional courtesy, and refusing a legitimate one can itself become the basis for a claim. Alternatively, in an LLC, members who want more fulsome information rights (more similar to those under 302A) may negotiate them in the operating agreement.

Drafting tips. Rather than deciding information requests on an ad hoc basis, build a predictable process into the governing documents that reduces misunderstandings and prevents owners from claiming they were intentionally kept in the dark. Suggested steps include:

• Specifying what owners receive and how often—for example, annual audited or reviewed financials, quarterly management reports, and timely notice of defined "material events" (e.g., a financing, a major contract, litigation, or a sale discussion).
• Setting a standard procedure for additional requests, including a reasonable response window and a confidentiality undertaking for sensitive information.
• Applying the policy consistently to all owners. Selective disclosure, such as giving the insiders information that a minority owner is denied, is the kind of conduct that supports a claim for oppression or unfairly prejudicial conduct.

7. Address issues regarding capital raises up front.

Decide now how future capital needs will be met and what happens to an owner who cannot or will not participate. Ask: Will additional capital come as mandatory contributions, optional contributions, or loans? If a round dilutes a non-participating owner, say so explicitly, and consider whether owners get preemptive rights (i.e., the right to buy enough of any new issuance to maintain their percentage) and investors get anti-dilution protections. Owners are far more accepting of dilution they agreed to in writing than dilution that arrives as a surprise.

Drafting tip. Build the financing and preemptive-right provisions into the governing documents at formation, not when a deal is on the table.

8. Discuss owner’s rights in a sale transaction before they become the subject of a dispute.

As noted above, the decision on when to sell a company is usually a major decision requiring a higher threshold of owner approval. Thus, disagreement about whether and when to sell is a classic deadlock in disguise. There are two drafting tools to include in the governing documents that will align the owners in advance:

• A drag-along right lets the controlling owners require the others to join a third-party sale on the same terms. This prevents a holdout from blocking a deal and, by delivering 100% of the company, eliminates the minority discount a buyer would otherwise demand.
• A tag-along (co-sale) right is the minority’s counterpart: If the controlling owners sell, the minority may participate pro rata on the same terms.

These are typically negotiated together, with a minority owner accepting the drag-along in exchange for the tag-along, so that no one is forced into a deal they cannot exit or left stranded when others cash out.

Drafting tip. Build the drag-along and tag-along provisions into the governing documents ahead of time, when the parties are in agreement.

9. Be aware of how Minnesota statutes handle conflicted transactions.

Transactions involving an owner, family member, or affiliated business are inevitable in closely held companies, but can constitute a conflict of interest and violation under Minnesota law if not properly handled. They are also a frequent precursor to disputes. However, Minnesota law provides a statutory process to insulate the impacted parties from potential claims from the other owners.

For corporations, a director’s conflicting-interest transaction is not void or voidable if any one of three conditions is met: (1) the transaction was fair and reasonable to the corporation; (2) the material facts and the director’s interest were fully disclosed and the transaction was approved in good faith by disinterested shareholders (two-thirds of the disinterested voting power) or unanimously; or (3) those facts were disclosed and a majority of the disinterested directors approved it in good faith, with the interested director neither counted toward the quorum nor voting. (See Minn. Stat. § 302A.255.) The statute also imputes to a director the financial interests of close family members, so a "spouse’s company" transaction is treated as the director’s own. (Id.)

LLCs have a parallel framework. Members or managers owe duties of loyalty and care and a contractual obligation of good faith. A conflicting transaction can be defended as fair to the company and, most usefully, it can be authorized or ratified after full disclosure of all material facts to the disinterested decision-makers. (See Minn. Stat. §§ 322C.0409 and 322C.04091.)

The LLC Act expressly authorizes modification, elimination, and/or exculpation of fiduciary duties in the LLC’s operating agreement (see Minn. Stat. § 322C.0110), while corporations are not able to redefine or eliminate fiduciary duties—only exculpate and reallocate governance authority. (See Minn. Stat. §§ 302A.251 and 302A.457.)

Drafting tips. Translate those statutory safe harbors into a standing conflict-of-interest protocol so the company does not have to improvise under pressure. This protocol should require advance written disclosure of any interested transaction, approval by disinterested owners or directors, recusal of the interested party from the vote, and documentation of the disclosure and approval in the minutes. Additionally, as discussed above, both LLCs and corporations may consider limiting fiduciary duties to the extent possible under the Corporations Act and LLC Act in their respective governance documents to permit governors and directors, respectively, to take certain actions, such as competing against the business or partaking in related-party transactions, if the disinterested board, managers, officers, or equity holders are made aware and vote to allow it.

10. Family owned businesses need formal governance documents, too.

Familial relationships do not eliminate the potential for disagreement; indeed, the overlap between personal, ownership, and management roles can make disputes more likely and more complicated, especially as additional generations become involved in the business. Clear, formal, written governance documents help set expectations, define decision-making authority, and provide an agreed-upon framework for resolving issues early.

Conclusion

Businesses that draft their most important documents with an eye towards the preventable issues above minimize their risk of becoming embroiled in costly disputes later. Minnesota courts have repeatedly stepped in where a majority owner frustrated a minority owner’s reasonable expectations—ordering buyouts and other equitable relief under Minnesota Statutes Section 302A.751. (Lund as trustee of Revocable Tr. of Kim A. Lund v. Lund, 924 N.W.2d 274 (Minn. Ct. App. 2019); Gunderson v. All. of Computer Pros., Inc., 628 N.W.2d 173 (Minn. Ct. App. 2001); Pedro v. Pedro, 489 N.W.2d 798 (Minn. Ct. App. 1992).) But by the time a court is involved, relationships, and often the value of the business, have suffered.

Finally, avoid "setting and forgetting" governing documents. Ownership changes, financing rounds, management transitions, and acquisitions are all good opportunities to review these documents and confirm they still reflect the parties’ expectations. This matters under Minnesota law specifically: Because written agreements are presumed to reflect the owners’ reasonable expectations (Minn. Stat. § 302A.751, subd. 3a.), outdated documents can be worse than no documents at all.

Thoughtful governance planning, clear documentation, consistent communication, and a periodic review of the documents you already have can go a long way in preserving important relationships and enterprise value.

This article is for general informational purposes and does not constitute legal advice. Governance, transfer, and tax provisions should be tailored to the specific company and reviewed with counsel.

“As an attorney who speaks daily with employers, I have heard a great deal about the challenges of sustaining a successful business in Minnesota,” Leanne said. “I relish the opportunity to broaden my experience with different sectors of employers and to hear from them directly about both their pain points and the ways in which they have adapted.”

Leanne leverages more than three decades of legal experience to counsel clients in labor law, including labor standards, wage and hour law, data practices, discrimination claims, employment contract disputes, compliance issues, and employee discipline.

Leanne joined Maslon after a long career in public service, working for a decade as general counsel for the Minnesota Department of Labor and Industry (DLI). Among her many responsibilities, she handled regulatory enforcement and prepared contracts, interagency agreements, and legislation associated with labor and industry-related chapters. She also reviewed and advised on data practices requests and conducted trainings on prevailing wage, wage and hour, child labor, WESA, construction misclass, and apprenticeship.

Inclusion in Best Lawyers and Best Lawyers: Ones to Watch is based entirely on peer review. Best Lawyers uses a survey process designed to capture, as accurately as possible, the consensus opinion of leading lawyers about the professional abilities of their colleagues within the same geographical area and legal practice area.

Those included in Best Lawyers for 2027 are:

Samantha Bates
Criminal Defense: White Collar

Jevon Bindman
Litigation - Construction

Stephanie Bitterman
Litigation – Insurance

Karen Bjorkman
Real Estate Law

Nathan Brandenburg
Banking and Finance Law
Closely Held Companies and Family Business Law
Real Estate Law

Margo Brownell
Commercial Litigation
Insurance Law
Litigation – Insurance

Joseph Ceronsky
Product Liability Litigation – Defendants

Judah Druck
Commercial Litigation
Insurance Law
Product Liability Litigation – Defendants

John Duffey
Commercial Litigation

Bryan Freeman
Commercial Litigation
Insurance Law
Litigation – Insurance: Lawyer of the Year

Peter Hennigan
Commercial Litigation

Douglas Holod
Mergers and Acquisitions Law

Erica Holzer
Commercial Litigation

Sarah Khoury
Trusts and Estates

James Killian
Commercial Litigation
Litigation – Construction

Brian J. Klein
Banking and Finance Law
Bankruptcy and Creditor Debtor Rights/Insolvency and Reorganization Law

Mark Klos
Banking and Finance Law

Mary Knoblauch
Employment Law – Management
Litigation – Labor and Employment

Jeffrey Koerselman
Litigation - Real Estate
Real Estate Law

Terri Krivosha
Business Organizations (including LLCs and Partnerships)
Closely Held Companies and Family Businesses Law
Corporate Law

Jason Lien
Commercial Litigation
Construction Law
Litigation – Construction

James Long
Antitrust Law
Franchise Law
Litigation – Antitrust

Matthew Loven
Real Estate Law

Susan Markey
Corporate Law
Tax Law

Michael C. McCarthy
Commercial Litigation

William Mower
Mergers and Acquisitions Law
Securities/Capital Markets Law
Securities Regulation

Terrance C. Newby
Litigation – Intellectual Property

Martin Rosenbaum
Securities/Capital Markets Law
Securities Regulation

Michael Rosow
Bankruptcy and Creditor Debtor Rights/Insolvency and Reorganization Law
Litigation – Banking and Finance
Real Estate Law

Michael P. Sampson
Trusts and Estates: Lawyer of the Year

Steven L. Schleicher
Commercial Litigation
Criminal Defense: White Collar
Product Liability Litigation – Defendants

Jonathan Septer
Litigation – Real Estate
Real Estate Law

David E. Suchar
Construction Law: Lawyer of the Year
Litigation – Construction

Keiko Sugisaka
Commercial Litigation
Litigation – Intellectual Property
Product Liability Litigation – Defendants

Amy Swedberg
Bankruptcy and Creditor Debtor Rights/Insolvency and Reorganization Law

Clark Whitmore
Banking and Finance Law
Bankruptcy and Creditor Debtor Rights/Insolvency and Reorganization Law
Financial Services Regulation Law

Julian C. Zebot
Commercial Litigation
Litigation – Trusts and Estates

Those included in Best Lawyers: Ones to Watch for 2027 are:

Nathaniel Ajouri
Commercial Litigation
Litigation – Trusts and Estates

Anna (Barton) Condon
Commercial Litigation
Insurance Law

Carmen Carballo
Commercial Litigation

Clayton Carlson
Commercial Litigation
Criminal Defense: White Collar

Leah DeGrazia
Real Estate Law

Carly Johnson
Commercial Litigation
Litigation – Construction
Litigation – Trusts and Estates

Jessica Karp
Corporate Law
Mergers and Acquisitions Law

Jeremy Krahn
Commercial Litigation
Product Liability Litigation – Defendants

David LaBerge
Real Estate Law

Evan A. Nelson
Commercial Litigation
Litigation – Real Estate
Litigation – Trusts and Estates
Real Estate Law

Jill Petrovic
Banking and Finance Law
Bankruptcy and Creditor Debtor Rights/Insolvency and Reorganization Law
Real Estate Law

Matthew Schwandt
Corporate Law

Haley-Rose Severson
Commercial Litigation

Michael Sheran
Commercial Litigation

Erin Snyder
Banking and Finance Law

Additionally, Michael Sampson has been recognized on the 2026 Top 100 list and Keiko Sugisaka was named to the Top 50 Women list. The Top 100 and Top 50 Women lists represent Minnesota lawyers who received the highest point totals during the nomination, research, and peer review process.

Maslon attorneys recognized on the 2026 Minnesota Super Lawyers list are:

• Jevon Bindman: Business Litigation
• Nathan Brandenburg: Real Estate
• Margo Brownell: Insurance Coverage
• Judah Druck: Insurance Coverage
• Bryan Freeman: Insurance Coverage
• Erica Holzer: Business Litigation
• Mary Knoblauch: Employment & Labor
• Terri Krivosha: Business/Corporate
• Stephanie Laws: Personal Injury, Products – Defense
• Jason Lien: Construction Litigation
• Susan Link: Estate & Probate
• Jim Long: Franchise/Dealership
• Susan Markey: Business/Corporate
• Michael McCarthy: Business Litigation
• William Pentelovitch: Business Litigation
• Jason Reed: Bankruptcy: Business
• Matthew Robinson: Business Litigation
• Michael Rosow: Creditor/Debtor Rights
• Michael Sampson: Estate & Probate
• Steve Schleicher: Criminal Defense: White Collar
• Jonathan Septer: Real Estate
• David Suchar: Construction Litigation
• Keiko Sugisaka: Personal Injury, Products – Defense
• Amy Swedberg: Bankruptcy: Business
• Julian Zebot: Estate & Trust Litigation

Maslon attorneys recognized on the 2026 Minnesota Rising Stars list are:

• Nathaniel Ajouri: Business Litigation
• Jack Austin: Estate Planning & Probate
• Carmen Carballo: Business Litigation
• Clayton Carlson: Business Litigation
• Anna Condon: Business Litigation
• Leah DeGrazia: Real Estate
• Jessica Karp: Business/Corporate
• Jeremy Krahn: Business Litigation
• Evan Nelson: Estate & Trust Litigation
• Michael Sheran: Business Litigation
• Erin Snyder: Banking
• Emily Taylor: Business Litigation

Rising Stars are attorneys who are either 40 years of age or younger or in practice for 10 years or less.

Super Lawyers and Rising Stars are selected using a multiphase process. Peer nominations and evaluations are combined with independent research. Each candidate is evaluated on the following 12 indicators of peer recognition and professional achievement: verdicts and settlements, transactions, representative clients, experience, honors and awards, special licenses and certifications, position within law firm, bar and/or other professional activity, pro bono and community service, scholarly lectures and writings, education and employment background, and other outstanding achievements. Selections are made on an annual, state-by-state basis. View full details on the selection process.

The Minnesota nonprofit aims to increase access to the legal system by providing assistance in transactional matters to limited-resourced entrepreneurs, business owners, inventors, and nonprofits.

To learn more about their work, please go to: LegalCORPS.

At Maslon, Jeremy advises privately held companies, private equity funds and sponsors, and strategic investors through both buy- and sell-side mergers and acquisitions. He also provides a wide variety of general corporate and outside counsel services for entrepreneurs and privately held businesses, including drafting and negotiating commercial contracts, corporate reorganizations, buy-sell agreements, and business succession agreements; advising on governance issues; and ensuring regulatory compliance.

Maslon attorney Martin Rosenbaum formerly served on the LegalCORPS board.

Nate advises real estate clients on acquisitions, sales, 1031 exchanges, development, leasing, and financing. He also represents lenders in commercial loan transactions. For business clients, he serves as outside general counsel, guiding company leaders through mergers and acquisitions, succession planning, financing, and other business matters. He has significant experience in working with auto, marine, and equipment dealerships.

Nate’s expertise is enhanced by his prior service on the board of directors of Voyager Bank and its holding company, including serving on the bank’s director loan committee.

While earning his law degree from the University of Iowa College of Law, Nate served as executive editor of the Iowa Law Review. He earned his bachelor’s degree in architecture and political science from Washington University in St. Louis.

The Law Firm Pro Bono Challenge is a commitment made by major law firms around the country to devote at least 3% of their annual billable hours or a set number of hours per attorney to the provision of pro bono legal services to low-income and disadvantaged individuals, families, and nonprofit groups. The challenge is administered by the Law Firm Pro Bono Project of the Pro Bono Institute.

Sixty percent of Maslon's attorneys participated in qualifying pro bono work in 2025. In total, Maslon attorneys contributed 3,802 of their hours to pro bono service in 2025. Maslon's 2025 pro bono service included:

• Securing asylum for a longtime pro bono client who had suffered ostracism, discrimination, a knife attack, and death threats because of his sexual orientation in his home country of Ghana.
• Working with the Great North Innocence Project to win a pardon for a man who served 10 years in prison for a crime he did not commit.
• Joining a nationwide coalition of law firms in an amicus brief in support of law firm Perkins Coie’s lawsuit challenging the executive order issued against it for representing political and legal adversaries of the president, as well as for maintaining diversity, equity, and inclusion programs.
• Successfully representing a tenant in his appeal in an unlawful lockout case.
• Representing the ACLU of Minnesota in a lawsuit filed in December 2025 against Freeborn County, Minnesota, for illegal use of immigration-related agreements.
• Providing legal advice to clients through community partners' legal clinics, including the Volunteer Lawyers Network Legal Access Point Clinic, Wills for Heroes, and LegalCORPS.
• Representation of minors involved in child protection proceedings in partnership with the Children's Law Center of Minnesota.
• Through referrals from Advocates for Human Rights, representation of asylum applicants from Afghanistan, El Salvador, and Nigeria who were forced to flee their countries.

"It is our privilege as attorneys to work on behalf of those who would not otherwise have access to legal representation," said Jevon Bindman, partner and chair of Maslon's Pro Bono Committee. "Pro bono work is also our moral and ethical responsibility. It is fundamental to the integrity of the judicial system and maintains our firm's long-standing commitment to community service."

In "The In-House Counsel’s Guide to Noncompetes and Other Restrictive Covenants," the attorneys and their in-house counsel panelists discuss what companies need to be thinking about when using restrictive covenants with employees and how they can best navigate the changing enforcement landscape.

Moderator:

Michael Sheran, Partner, Maslon

Panelists:

John Duffey, Partner, Maslon
Melissa Muro LaMere, Partner, Maslon
Jana Bruder, Senior Vice President, Associate General Counsel, U.S. Bank
Mary Heath, Corporate Counsel, Bio-Techne

Maslon is a co-sponsor of the event.

To register, go to ACC MN 15th Annual In-House Counsel Conference.

ACC Minnesota will seek approval with the Minnesota State Board of Continuing Legal Education for 1.0 hour of standard CLE credit.

Construction – Band 1
Notably, the Construction & Real Estate Litigation group and its co-chair, David Suchar, were ranked Band 1 in Minnesota, the highest possible rating. (David has been at the top rank for three consecutive years.) Only two other firms and five other attorneys attained that ranking in Minnesota. Jason Lien, who co-chairs the practice group with David, and Jevon Bindman were also ranked in Construction.

Product Liability Litigation – Band 1
The Tort & Product Liability group and its co-chairs, Katie Maechler and Stephanie Laws, were ranked Band 1 in Minnesota in Product Liability Litigation, a new category for Chambers. Only four other firms and seven other lawyers in Minnesota attained that ranking.

The 2026 edition of Chambers USA notes the following:

• Steve Schleicher was ranked Band 1 in White Collar Crime & Government Investigations for the fourth consecutive year and was also ranked in General Commercial Litigation.
• Susan Markey was ranked for the third year in a row for Corporate/M&A.
• Jon Septer was ranked for the third year in a row for Real Estate, the group he chairs.
• Bryan Freeman was ranked for the second year in a row in General Commercial Litigation; he co-chairs the firm’s Litigation practice group.
• The General Commercial Litigation and Corporate/M&A groups were ranked once again.
• The Real Estate group was newly ranked this year.

The rankings are the result of extensive client interviews and research to assess technical legal ability, client service, business understanding, value, team depth, and other qualities most valued by clients.

To view Maslon's full Chambers USA rankings, go to: Chambers USA Guide 2026.

About Chambers and Partners
Since 1969, London-based Chambers and Partners has published world-famous guides to the legal profession. A team of 200 editorial and research analysts conducted thousands of one-on-one interviews with in-house counsel and third-party experts for the Chambers USA Guide 2026.

Maslon attorneys recognized in the Legal 250 for 2026 are:

John Duffey – Business Litigation

Katie Eisler – Mergers & Acquisitions

Bryan Freeman –  Business Litigation

Erica Holzer – Appellate Attorneys

Eran Kahana – Emerging Technologies

Brian Klein – Finance & Banking

Jason Lien – Construction Law

Susan Markey – Mergers & Acquisitions

Jason Reed – Finance & Banking

Michael Sampson – Family Law & Estate Attorneys

Steve Schleicher – Defense Attorneys

Jonathan Septer – Real Estate Attorneys

David Suchar – Construction Law

Julian Zebot – Family Law & Estate Attorneys

To see individual profiles of the honorees, go to Minnesota Lawyer Legal 250.

Maslon attorneys recognized as 2025 North Star Lawyers are as follows:

Nathaniel Ajouri
CB Baga
Jevon Bindman
Carmen Carballo
Clayton Carlson
Emilio Giuliani III
Peter Hennigan
Erica A. Holzer
Susan J. Link
Jim Long
Matthew Loven
Annika Misurya
Evan A. Nelson
Anna Petosky
Jill Petrovic
Jonathan Septer
Haley-Rose Severson
Keiko Sugisaka
Emily Taylor
Laura Trahms-Hagen
Jeremy Walls

In addition to the MSBA's North Star Lawyers program, Maslon's long-standing commitment to pro bono work includes participation in the Pro Bono Challenge, a unique, aspirational pro bono standard developed by law firm leaders and corporate general counsel, which the firm has met in each of the past 11 years. Participating law firms acknowledge their institutional, firm-wide commitment to provide pro bono legal services to low-income and disadvantaged individuals and families and nonprofit groups.

For more information, go to: Minnesota State Bar Association's North Star Lawyer Program.

For many founders and family business owners, selling the company is a once-in-a-lifetime decision—with significant personal and financial considerations that go far beyond finding the right buyer. But with preparation, clarity, and the right advisors at the table, you can emerge from your transaction with the flexibility and legacy you have worked so hard to build. Whether you are seriously contemplating the sale of a business, or just exploring your options, this half-day seminar led by seasoned M&A advisors is designed to demystify the process and position you for success.

We’ll begin with a practical update on the current M&A market, including buyer appetite and timing considerations. From there, we’ll explore how the right deal team can influence valuation, minimize tax exposure, manage complexity, and add value long before a letter of intent is signed. We’ll conclude with behind-the-scenes stories of deals gone wrong—and common pitfalls to avoid.

Twin Cities Business is the media partner for the event. To register, go here: Behind the Deal. The cost to attend is $25, with proceeds going to LegalCORPS.

LOCATION

Machine Shop
300 2nd St. SE
Minneapolis 55414

AGENDA

1:30 p.m. | Registration and Networking

2:00 p.m. | Program

4:00 p.m. | Reception

5:00 p.m. | Event Concludes

PROGRAM DETAILS

2-2:15 p.m. Session One | Signals Through the Noise: Making Sense of a “Weird” Market

This no-nonsense market update breaks down what’s really happening in today’s M&A market—beyond the headlines—including trends in buyer demand, financing, and deal terms. While the market may feel uncertain, activity remains strong, and quality businesses are in short supply—driving consistent interest from buyers, including private equity. We’ll replace anxiety with clarity and leave you with an actionable perspective on why it may be a compelling time to go to market.

Presenter: Mike Hirschberg, Managing Director, Franklin Partners, Inc.

2:15-3 p.m. Session Two | Your Deal Team, Your Outcome: Selecting Advisors That Maximize Value

In this panel discussion, experienced M&A professionals unpack how the right deal team can materially impact valuation, reduce tax leakage, manage process complexity, and help you navigate emotional decision-making. Panelists will discuss why the advisors you have today may not be the ones you need for your transaction, and why companies of all sizes need sophisticated expertise on their side. The session will leave you with a clear understanding of whom to engage, when to engage them, and how a good deal team can advise on optimal go-to-market timing, position your company for maximum valuation—whether sale is imminent or years away—and then drive the deal across the finish line.

Moderator: Rick Nordvold, Co-Founder & CEO, Growth Operators

Panelists:

• Katie Eisler, Partner, Chair of Corporate & Securities Group, Maslon LLP
• Mike Hirschberg, Managing Director, Franklin Partners, Inc.
• Tiffany Hovland, Managing Director, Growth Operators

3-3:15 p.m. Break

3:15-4 p.m. Session Three | Been There, Dealt with That: Laying Bare the Challenges of Sealing the Deal

Speaking to the good, the bad, and the ugly of past deal processes, this panel of M&A advisors and an exited founder will illuminate the pitfalls that can stall—or even kill—the sale of your business. Panelists will share how you can avoid being kept up at night by issues with employees, landlords, taxes, and more. The lessons we’ve learned will chart the unexpected, preparing you with the foresight to mitigate these issues before they crop up in your sale process.

Moderator: Rick Nordvold

Panelists: 

• Blair Budlong, Exited Founder, DecksDirect
• Joel Fischer, Managing Director, Franklin Partners, Inc.
• Susan Markey, Partner, Member of Firm Board of Directors, Maslon LLP

The summit is a complimentary half-day event for women business owners who want to grow their business or are looking to sell their company within the next few years.

Register here: Women’s Business Summit.

LOCATION

Maslon LLP
225 South Sixth Street
Minneapolis, MN 55402

AGENDA

1:30 p.m. | Registration & Networking

1:45-1:50 p.m. | Opening Remarks and Introductions

Nicole Middendorf, Wealth Advisor, Raymond James Financial Services; CEO, Prosperwell Financial

1:50-2:40 p.m. | Panel Discussion: Business Exit Strategies to Consider

Panel discussion moderated by Dyanne Ross-Hanson, with panelists Nicole Middendorf, Susan Markey, Katie Monger, and Jo Trahms.

• How early should you begin planning to sell your business?
• Exit/transition options, and the advantages/disadvantages of each
• What your company is worth, and ways to increase value prior to a sale
• Role of a CPA, attorney, wealth advisor, and investment banker during a transaction
• Best practices for women business owners
• Readiness planning
• Q&A

2:40–3:05 p.m.: Break: Refreshments, Networking, and Connecting with Vendors

3:05–3:55 p.m.: Roundtable Discussion: Your Top Questions Answered by Successful Women Business Owners

Panel discussion moderated by Dyanne Ross-Hanson, with panelists Hillary Spreizer, Jill Haspert, Ashley Hawks, and Kathryn Tunheim.

• Buying, selling, and growing your business
• What do you know now that you wish you knew then?
• Q&A

3:55–4 p.m.: Closing Remarks

4-5 p.m.: Networking Reception

Jevon was presented with the award at the 2026 Annual Banquet, held on April 30. Past honorees include litigation Partner Erica Holzer and the late David Herr.

Jevon works with clients in a range of industries, with a focus on assisting policyholders in insurance coverage disputes and representing stakeholders in construction and real estate matters, as well as appeals. Among his many honors, he has been named an Up and Coming attorney in Minnesota for construction law in Chambers USA, 2024 Attorney of the Year in Minnesota Lawyer, and recipient of the national Holt Gwyn Writing Award from the American College of Construction Lawyers in 2025.

The National LGBTQ+ Bar Association is an affiliate of the American Bar Association. For more information and a full list of awardees, see 40 Best LGBTQ+ Lawyers Under 40.

At Maslon, CB (pronouns: they/them) represents clients on pro bono legal matters, assists with pro bono program administration, manages the UPLIFT: Legal Institute for Teens mock trial program, and supports the firm's overall DEI efforts.

A thought leader and advocate for underrepresented and underserved populations, CB frequently speaks on issues pertaining to DEI and access to justice, with audiences over the last five years including bar associations, county and city attorneys’ offices, law schools, and affinity groups such as Minnesota Lavender Bar Association (MLBA), Minnesota Women Lawyers (MWL), and Minnesota Association for Justice (MAJ).

While still in law school, CB founded the Pro Bono Volunteer Lawyers Network Queer/Trans Community Clinic in conjunction with community partners Family Tree Clinic and the Minnesota Trans Health Coalition. CB has continued as managing attorney of the clinic, which provides free counsel on housing, orders for protection, identity document updates, insurance coverage for gender affirming care, and civil rights.

The current cohort is once again the largest in UPLIFT's history, with the addition of Roseville Area High School and a total participation of 93 students. To date, 414 school students have completed the program, which is free of charge.

Launched by Maslon in 2017, UPLIFT is a legal diversity pipeline nonprofit serving middle and high school students reflecting the rich diversity of the Twin Cities. The afterschool mock trial program is taught by volunteer attorneys and law students who meet with participating students throughout the academic year, teaching them about criminal trials, rights, and the legal profession. Participation in the program helps students build confidence, develop analytical and speaking skills, foster long term vision, and create a framework to pursue academic excellence in high school.

This year's participants were assigned to teams representing either the prosecution or defense in the fictional case of State of Minnesota v. Coco St. Clair, which involves a fatal shooting that occurred during a dress rehearsal of an original play titled Burr during the famous Alexander Hamilton and Aaron Burr duel. To lend authenticity to the experience, students presented their cases before sitting Minnesota judges, including Maslon alumnus Martin Fallon of the First Judicial District, Mariam Mokri and Bridget Sullivan of the Fourth Judicial District, Der Yang of the Second Judicial District, and Minnesota Court of Appeals Judge JaPaul Harris. Volunteer coaches from Maslon included Nate Ajouri, Clayton Carlson, Gioia Gentile, Evan Nelson, Terry Newby, Renee Rice, and firm alum Cooper Ashley.

"The UPLIFT mock trial program serves as an opportunity for Twin Cities youth to see themselves as attorneys—at a time in their lives when it's soon enough to make a difference for their future," said Maslon Public Interest/DEI Counsel CB Baga. "The students grow so much throughout the year, finding their voice, developing their insights, and standing on their feet in the courtroom. Our volunteers are able to work closely with the students on their teams in a 1:2 or 1:3 ratio, which results in meaningful mentorship. The conversation starts with preparing for this first trial, and quickly develops into how to prepare for high school, college—and by the end of the season, the path to law school."

UPLIFT was founded by former Maslon attorney Catherine Ahlin-Halverson.

NAWBO is a nonprofit whose mission is to empower women business owners by providing access to essential education, a supportive network of peers, and the guidance needed to achieve scalability, ensure stability, and plan for success.

To learn more about the organization’s work, go to: NAWBO Minnesota.

Susan represents clients in general corporate, taxation, and nonprofit matters. She draws from a diverse background in government, accounting, and law to serve as a holistic business advisor, and finds great satisfaction in partnering with business owners to help make their dreams a reality. Susan regularly counsels clients on mergers and acquisitions, business formation, joint ventures, and general corporate matters—helping resolve legal distractions and remove obstacles that might otherwise get in the way of success. Her expertise in tax law is key to this process, as good advisors need to understand tax to understand business.

In addition to her corporate work, Susan is passionate about assisting nonprofit organizations that serve the community.

Confidential client communications with an attorney for the purpose of receiving legal advice are privileged. In litigation, an opposing party cannot discover these communications unless privilege is waived. Privilege belongs to the client, so when clients disclose attorney-client communications to a third party, they typically waive that privilege. Separately, attorney work product is information generated for litigation either by an attorney or at an attorney's direction, which could include documents created by a client. Work product privilege can be waived if the information is disclosed to a third party or if its confidentiality is not protected.

Clients may want to use AI to organize or develop their thoughts on legal matters and to ask legal questions short of discussing everything with counsel. Potential issues arise when clients upload attorney work product or otherwise privileged communications (e.g., a draft brief or an email) into public AI large language model tools like ChatGPT or Claude. This kind of use raises questions about whether a client's disclosure of attorney communications or work product in public AI tools constitutes disclosure to a third party that waives applicable privileges. It also raises questions about whether clients' use of generative AI platforms creates privileged work product.

Federal courts are developing a framework for analyzing privilege in this context, but the picture is not yet clear. Two cases from February 2026 illustrate this developing case law. First, United States v. Heppner held that a client's communications with public AI platforms, like ChatGPT, Gemini, and Claude, are neither protected by attorney-client privilege nor the work product doctrine. --- F.Supp.3d ---- (S.D.N.Y. Feb. 17, 2026). Second, Warner v. Gilbarco, Inc., held that a client's use of AI tools for drafting assistance constitutes protected work product that opposing parties cannot discover. 2026 WL 373043 (S.D. Mich. Feb. 10, 2026).

The Heppner Decision: Rejection of AI Privilege Protection

The Southern District of New York's decision in United States v. Heppner may be the first federal court decision to comprehensively address privilege issues in AI contexts, describing it as "a question of first impression nationwide." The court rejected both attorney-client privilege and work product protection for a client's communications with Claude, establishing a framework that likely applies to other public AI platforms.

In the criminal proceeding, the defendant had used Claude after receiving a grand jury subpoena to prepare "reports that outlined defense strategy." He input information he had learned through attorney-client communications, created the reports to have more efficient meetings with his attorney, and shared the AI product with his attorney.

The court held that the communications were not between client and attorney because "Claude is not an attorney" and no attorney-client relationship exists with AI platforms. The court rejected arguments that AI platforms function like other software tools, explaining that recognized privileges require "a trusting human relationship" with "a licensed professional who owes fiduciary duties and is subject to discipline," which cannot exist with AI platforms.

For work product protection, the court found that AI-generated documents were not "prepared by or at the behest of counsel" and did not "reflect defense counsel's strategy" at the time of creation. The defendant created the documents "on his own volition," meaning he was not acting as counsel's agent. Ultimately, the court ordered disclosure of his prompts and the AI product to the prosecution.

The Warner Decision: Protection for AI Usage as Work Product

The Eastern District of Michigan's decision in Warner v. Gilbarco, Inc., took a different approach, holding that a litigant's use of AI tools for drafting assistance constitutes work product protected from discovery. The court denied a motion to compel production of information concerning plaintiff's use of third-party AI tools in connection with the lawsuit, finding that such information was not discoverable.

The court characterized AI platforms as "tools, not persons" and explained that work product waiver requires disclosure "to an adversary or in a way likely to get in an adversary's hand." Because AI tools like ChatGPT are not adversaries, and defendants presented no evidence that the plaintiff's use of AI made it likely that defendants would access the protected information, the court found no waiver.

The Warner court's protective approach applied standard work product doctrine to prevent discovery of the plaintiff's litigation preparation methods, including AI usage. The decision does not address attorney-client privilege waiver or situations involving more extensive AI data sharing that might substantially increase adversary access to protected information.

Takeaway: Be Cautious While Case Law Develops

AI is a valuable tool, but clients and attorneys must also understand its risks.

The distinction between public and private AI platforms appears crucial for privilege analysis. Public platforms like ChatGPT, Claude, and others typically involve data sharing that courts may view as third-party disclosure. Enterprise or private AI solutions with stronger confidentiality protections may receive different treatment, though no federal court has yet addressed this distinction directly. Clients and attorneys should be especially cautious when using public AI platforms, and they should have a discussion at the outset of their relationship about the topic to ensure otherwise privileged information is not inadvertently disclosed.

Second, clients should bear in mind the uncertainty in this developing case law. A court might determine that the client's usage of AI—not only the prompts used but also the resulting AI-generated content—is discoverable. It is best practice to consult with your attorney before using generative AI and inform your attorney about your AI usage.

We Can Help

Maslon's attorneys are ready to answer your questions about how to use generative AI while steering clear of potential privilege pitfalls.

Now in its 15th year, the LCLD Fellows Program has built a reputation for helping to launch mid-career attorneys into chief legal positions. As part of the year-long, multi-tiered professional development series, Melissa will be connected to LCLD's top leadership, including managing partners and general counsel from prominent organizations.

To learn more, go to: Leadership Council on Legal Diversity.

Melissa is an employment and business litigation attorney licensed to practice in California, Minnesota, and Arizona. Working out of both California and Maslon's primary office in Minneapolis, Melissa focuses her practice on the full spectrum of employment counseling and litigation matters in addition to business disputes involving non-competition and non-solicitation agreements, trade secrets, business contracts and torts, and unfair competition and trade practices.

Melissa also maintains a robust employment investigations practice. Her clients include multinational corporations, small businesses, and individuals, and she often serves as a trusted advisor in a wide variety of litigation matters in state and federal trial and appellate courts, arbitration, and mediation.

Attorney Carly Johnson served as co-chair of the effort, with captains Yujin Jang, Jill Petrovich, and Emily Taylor coordinating Maslon's fundraising.

Maslon attorneys have a long history of involvement in Legal Aid. Partner Julian Zebot serves as chair of the Fund for Legal Aid board, and attorney Mary Knoblauch has been a Fund for Legal Aid board member for more than two decades; she formerly served as chair.

To learn more about the organization, visit: Mid-Minnesota Legal Aid.