Courey, Kosanda & Zimmer, P.A.Courey, Kosanda & Zimmer, P.A.2026-10-03T14:21:01Zhttps://www.ckzlawfirm.com/feed/atom/WordPress/wp-content/uploads/sites/1302564/2022/02/fav-75x75.icoOn Behalf of Courey, Kosanda & Zimmer, P.A.<![CDATA[Assets vs. shares: What to know when purchasing a business]]>https://www.ckzlawfirm.com/?p=471902026-10-03T14:21:01Z2026-10-03T14:21:01ZWhat’s the difference between an asset purchase and share purchase?
The simple answer is that one involves buying a company’s most significant assets rather than the company itself and the other involves buying the actual company, including both its assets and its liabilities.
Some of the most important differences include:
An asset purchase lets you decide what assets (and liabilities) to buy, while buying shares means that you generally assume broad responsibility for both.
An asset purchase could mean the renegotiation or reassignment of contracts, leases and licenses. A share purchase usually leaves all of those in place.
It may be possible to change the organizational structure and taxation basis in an asset purchase, while share purchases leave those untouched.
Buyers usually prefer asset purchases, especially when intellectual property is involved, because that method offers more control. Sellers usually want share purchases, particularly when they are seeking to retire or leave for other reasons, because it allows them to wrap things up cleanly.
Neither method is without risk. An attorney experienced with acquisitions can help you to examine potential liabilities, discuss indemnification provisions and other aspects of purchase-sale agreements to most effectively protect your interests.
]]>On Behalf of Courey, Kosanda & Zimmer, P.A.<![CDATA[Don’t forget about your estate plan as you divorce]]>https://www.ckzlawfirm.com/?p=471832026-09-22T06:24:31Z2026-09-22T06:24:31ZIf you’re heading toward divorce – even if you haven’t begun the legal process yet – it’s not too early to review your estate plan. You’ll likely need to make multiple changes, but state law makes some changes automatically.
Each estate plan is unique, so it’s wise to consult with an estate planning professional as early as possible. Here we’ll discuss a couple of key questions that many divorcing spouses have.
Can I disinherit my spouse – and if so, when?
The law automatically disinherits a spouse once the marriage is legally ended. Minnesota law states that the “dissolution or annulment of a marriage” revokes any revocable beneficiary designation to an individual’s former spouse or any “members of the former spouse's family who are not also members of the individual's family.” The law treats those beneficiaries as if they had predeceased you. That means if you have contingent beneficiaries named who aren’t part of your spouse’s family, they inherit those assets if you don’t make any changes to your plan when the divorce is final.You can remove your spouse and/or in-laws before the divorce is final. However, unless your spouse gave up their inheritance rights in a valid prenuptial or postnuptial agreement, they could claim an “elective share” of your estate if you died before the divorce was final. The law applies only to wills and other official estate plan documents, but not to any beneficiary designations you made elsewhere, such as on investment and retirement accounts. You must change those if you want to remove your spouse before or after the divorce.
Can I revoke my spouse’s fiduciary responsibilities?
If you’re like many people, you named your spouse as your personal representative (executor) and maybe your health care agent. You likely gave them power of attorney (POA) over medical and financial decisions if you were to become incapacitated.State law automatically revokes those designations and other key fiduciary responsibilities from your spouse and in-laws with the divorce. However, you should be able to remove them any time before the divorce (or even without a divorce). Note that if you choose to keep your former spouse and in-laws in your estate plan after you are no longer legally married, you can. However, you need to revise your plan to state that.The best way to ensure that your estate plan continues to reflect your wishes during and after divorce is to get experienced legal guidance as early as possible.]]>On Behalf of Courey, Kosanda & Zimmer, P.A.<![CDATA[Could a merger trigger regulatory intervention?]]>https://www.ckzlawfirm.com/?p=471792026-09-16T15:10:54Z2026-09-16T15:10:54ZWhen is intervention necessary?
Others fall apart due to intervention by regulatory authorities. State and federal agents that protect consumers and regulate the business sector sometimes take legal action to prevent a merger from moving forward. Typically, attempts to stop or reverse a merger relate to concerns about unfair market dominance.
If a merger might give a company a monopoly in a highly concentrated industry with only a few power players or in a specific region, regulatory authorities may try to prevent the merger as a means of protecting the public. Antitrust laws prohibit any one organization from becoming so large and influential that it leaves consumers without any options.
Assessing the market carefully, structuring a merger effectively and working with outside counsel can all be important for business leaders preparing for a large and potentially profitable merger. Those who recognize that the state could prevent a merger can be more conscientious about how they prepare for an aspiration involving combined operations.]]>On Behalf of Courey, Kosanda & Zimmer, P.A.<![CDATA[When can a Minnesota personal representative be removed?]]>https://www.ckzlawfirm.com/?p=471782026-08-22T22:43:01Z2026-08-22T22:43:01ZWhat does Minnesota law say?
As long as they meet the basic qualifications under Minnesota law (such as being at least 18) and did not intentionally “misrepresent material facts in the proceedings leading to the appointment” (if they were appointed by the court), you must have “cause” to get them removed.
Specifically, under the law, you must be able to show that they have done one or more of the following:
Mismanaged the estate
Not performed a “duty pertaining to the office.”
Disregarded a court order
Become “incapable of discharging the duties of office.”
Basically, if you’re seeking to have a personal representative removed, you must provide evidence that “removal is in the best interests of the estate.”
If a personal representative is in over their head, they might just need some professional assistance with managing the estate. A skilled legal team can provide that support. However, if you believe that they are doing something that isn’t legal or otherwise jeopardizing the assets in the estate and your loved one’s wishes, it’s smart to get experienced legal guidance as soon as possible to protect the estate and your stake in it.]]>On Behalf of Courey, Kosanda & Zimmer, P.A.<![CDATA[Who can be the beneficiary of a Minnesota estate?]]>https://www.ckzlawfirm.com/?p=471762026-08-08T00:32:13Z2026-08-08T00:32:13ZMost parties can legally inherit
Minnesota law broadly defines beneficiaries to include both individuals and businesses. People can choose to leave their assets to their family members and friends. They can also make posthumous donations to charitable causes.
In theory, any person who is still alive and any organization not yet dissolved can inherit from an estate. There are some parties that may not be able to directly inherit because of their legal standing.
Minor children and adults who lack capacity may not be able to directly control inherited property. If a person intends to name minors or those with serious medical challenges as their beneficiaries, then they may opt to establish a trust, which helps preserve those resources and manage their use on behalf of those who do not have the legal right to control their own inheritance.
Keeping an estate plan updated, so that the assets included and the beneficiaries named accurately reflect a person's circumstances, can help to ensure that testators leave a meaningful legacy when they pass. Those concerned about how to provide for specific beneficiaries or how to allocate their resources may need to sit down to discuss their priorities and concerns with an estate planning attorney, and that’s okay.]]>On Behalf of Courey, Kosanda & Zimmer, P.A.<![CDATA[Buying out a business partner who wants to retire]]>https://www.ckzlawfirm.com/?p=471752026-07-25T15:14:09Z2026-07-25T15:14:09ZContracts may lay the groundwork
The partnership agreement signed during the formation of the business could potentially provide clear guidelines for the buyout process. Especially if the partners signed a buy-sell agreement, they may have already established the basic terms of a buyout.
Without an existing buy-sell agreement, partners may need help establishing the structure of the buyout arrangement. Guidance may be necessary for the selection of the right valuation method and the valuation process.
Negotiations may be necessary to reach terms that both parties feel are fair given the needs of the company and the contributions of both partners. In theory, they can reach an arrangement that is mutually beneficial and that allows for the seamless continuity of business operations, as well as the secure retirement of one partner.
Reviewing business formation and partnership paperwork with a lawyer can help people navigate a partnership buyout or similar business transaction with minimal conflict and disruptions. Adherence to contractual requirements and the law is critical for successful business transactions.]]>On Behalf of Courey, Kosanda & Zimmer, P.A.<![CDATA[Business succession planning for small Minnesota businesses]]>https://www.ckzlawfirm.com/?p=471742026-07-19T19:44:18Z2026-07-19T19:44:18ZBuy-sell agreements
A buy-sell agreement establishes how ownership transfers when an owner dies, becomes disabled or leaves the business. It also sets valuation methods and funding sources. An agreement should include:
Trigger events for when the agreement applies
Valuation terms that define how the business is valued
Funding mechanisms that identify how the purchase is paid
Having an agreement in writing provides company owners and families with clarity and helps reduce disputes during stressful periods.
Key person planning
This type of underutilized planning protects the business if a critical individual can no longer perform essential duties. It can help maintain operations and minimize financial disruption.
A well-crafted key person plan supports stability and helps the business adapt to unexpected changes. Coverage identification determines which roles are essential. Continuity strategies outline how responsibilities shift. Financial tools provide resources for temporary or permanent transitions.
Integration with an estate plan
Business interests must align with a business owner’s broader estate plan to help ensure consistent instructions. Coordinated documents help prevent conflicting directives and unintended outcomes. By creating a unified plan, you can rest easier knowing that you are helping your business transition smoothly and that you are supporting your goals for your heirs and stakeholders.]]>On Behalf of Courey, Kosanda & Zimmer, P.A.<![CDATA[What if an estate beneficiary dies after the estate’s testator?]]>https://www.ckzlawfirm.com/?p=471692026-06-30T15:37:01Z2026-06-30T15:37:01ZDeceased beneficiaries can still inherit
In some cases, testators may have planned in advance for the possible death of a beneficiary. Their wills and trusts can include language that allows the surviving spouse or progeny of a beneficiary to receive their inheritance if they die while estate administration is still underway.
Without specific language addressing this unusual and challenging situation, state law typically determines what happens next. Under current state statute, if a beneficiary outlives a testator by five days or more, the law recognizes their right to inherit from the estate of the testator. If they die at the same time or in the first days after the testator dies, then the courts may eliminate their inheritance unless testamentary documents provide other instructions.
Expanding an estate plan to address unusual but challenging situations can help people avoid probate disputes that damage family relationships. A plan that addresses the death of a beneficiary is often stronger and less likely to trigger conflict than documents that assume beneficiaries should outlive a testator.]]>On Behalf of Courey, Kosanda & Zimmer, P.A.<![CDATA[Can estates leave legal heirs without an inheritance?]]>https://www.ckzlawfirm.com/?p=471682026-06-16T23:51:18Z2026-06-16T23:51:18ZFinancial obligations come first
Heirs may think of their inheritance rights as absolute, but they are often secondary to the rights of outside parties. Creditors, tax authorities and others owed money by the deceased party may have a right to payment before beneficiaries inherit anything from the estate.
Personal representatives administering an estate must send notice to creditors to allow them to file a claim for repayment. They must also file tax returns and ensure that they properly address all of the financial obligations of the person who died. In some cases, the amount they owe exceeds the total value of the estate. In that situation, the estate is insolvent, and heirs may not inherit anything.
Those concerned about their rights as heirs or worried about conflict during estate administration due to an insolvent estate may need guidance from a legal professional. Learning more about the law and reviewing the financial status of a testator at the time of their passing can help both heirs and personal representatives recognize when an estate may not have anything to distribute after settling financial obligations.]]>On Behalf of Courey, Kosanda & Zimmer, P.A.<![CDATA[The danger of overlooking a residuary estate in an estate plan]]>https://www.ckzlawfirm.com/?p=471672026-06-07T11:58:45Z2026-06-07T11:58:45ZWhat is a residuary estate?
A residuary estate contains any assets directly owned by a deceased person not specifically mentioned elsewhere in estate planning documents. Their will might address a home, a vehicle and a retirement account.
It may not contain instructions related to clothing, home furnishings and other personal property. The residuary estate of an individual can be worth thousands of dollars. It can also have significant emotional value to those close to the testator before their passing.
If an estate plan does not address the residuary estate, people may end up fighting over those resources. The disputes they have with one another can cause lasting damage to family dynamics. If the matter ends up triggering probate litigation, the cost of the legal dispute that arises can reduce what everyone inherits from the estate.
Taking the time to address personal property in a will can limit opportunities for conflict and optimize the positive impact that a will has on beneficiaries. Testators who draft wills with the support of estate planning attorneys are generally in the best position possible to avoid common oversights that could cause issues for their beneficiaries.]]>