Unfortunately, Minnesota Nice isn’t really about being “nice” at all. It’s more about keeping up appearances and avoiding confrontation.  Moreover, it can also be used as a negotiation tool, which causes confusion, misunderstanding and frustration among other participants.  So, what do you do when you are in a negotiation and you are confronted with “Minnesota Nice?”  Here are a few tips:

• Keep the negotiation focused on the issues, not the people.  This will help diffuse any potential personal confrontation.
• Be open and upfront, and expressly ask the same of other participants.
• Think bigger than the pie.  You don’t just have to cut the pie into pieces — expand the pie so that everyone is satisfied.
• Make sure you understand where each negotiator is coming from — their frame of reference.  This will give you insight into how to effectively negotiate with them.
• Plan properly for the negotiation.  Make sure you are prepared to deal with various scenarios prior to the actual negotiation.

Keep in mind the ultimate goal, to have a successful result to your negotiation. To accomplish this goal, all parties must “win.”  While each party will independently define what a “win” is to them, these negotiating tips may help you work through your next encounter with Minnesota Nice.

Please share your negotiating experiences and tips.

I think it is important that all business people (including lawyers) be able to understand, digest and interpret basic financial statements.  If you are not familiar, I have set forth below a few key financial ratios that you can use to assess the financial health of a business:

• Quick Ratio (Acid Test):  Cash+Marketable Securities+Receivables / Current Liabilities.  This tests the short term stability of the company by determining the extent to which the company can pay its current liabilities without relying on the sale of inventory.  This test is a bit more precise that the Current Ratio because it excludes inventory and focuses on liquid assets.
• Debt to Equity Ratio:  Total Liabilities / Net Worth.  This test quantifies the relationship between the capital invested by owners and the funds provided by creditors. The higher the ratio, the greater the risk to a current or future creditor. However, an extremely low ratio may indicate that the company is too conservative and not realizing its potential.
• Gross Margin Ratio:  Gross Profit / Net Sales. This test indicates how well the company can generate a return at the gross profit level, by addressing three areas — inventory control, pricing and production efficiency.

• Return on Investment Ratio (ROI):  Net Profit before Tax / Net Worth.  This is the percentage of return on funds invested in the business by its owners and tells the owner whether or not all the effort put into the business has been worthwhile.  It is used to compare investment in the company against other investment opportunities.
• Accounts Receivable Turnover:  Total Net Sales / Accounts Receivable.  This ratio shows the number of times accounts receivable are paid and reestablished during the accounting period. The higher the turnover, the faster the business is collecting its receivables and the more cash it has on hand.

• Break Even Analysis:  While not a true financial ratio, a break even analysis is a very important tool for business people.  A company breaks even when its total revenue equals its total expenses. At the break even point, no profit has been made, nor have any losses been incurred, but the lower limit of profitability has been identified.

There are many other ratios and financial tests that can drill into other specific areas.  However, the tests shown above will provide a good start when evaluating the financial health of a business.

Social media is one of the hottest topics today, with the pros and cons of its use being debated in board rooms nationwide. In light of recent restrictions on employees’ social media use (ESPN, Marine Corps, NFL), companies are discussing whether, how and to what degree they should restrict or encourage their employees to use social networking tools. This webinar will offer insight into business leaders’ views and perceptions on this issue and will provide actionable recommendations and advice on the development of social media policies and employee training sessions.

Led by Carol Russell, CEO of Russell Herder, and David Baer, president of Ethos Business Law and one of Minnesota Lawyer publication’s Attorneys of the Year, the webinar will also highlight the insights gleaned from the recent national study conducted by the two firms on social media trends in the workplace and policy adoption.

Sign up for this free webinar here.

In advance of the webinar, we invite you to submit questions and suggestions for topics to be covered in the presentation under Comments.

Recent research conducted with Russell Herder found eight in 10 businesses have concerns about the potential liabilities of social media. Yet, only one-third have a policy in place to govern social media use, and just 10 percent said they have conducted relevant employee training.

Instead of ignoring the need for responsible guidelines, organizations of all sizes should begin to define their strategy regarding social media, and most importantly, the rules for employee engagement. By doing so, management can take advantage of the benefits offered by these new communication channels while mitigating undue risk.  But remember, social media is a far different animal than traditional technology. A company’s current policies on IT matters are usually not sufficient.

All companies are different, thus the rules for creating and implementing a social media policy are not universal. They must take the form, substance, philosophy and culture of the organization to which they apply. However, the following are some important elements to include in a good social media policy:

• Overall Philosophy. An effective social media policy should define the company’s overall philosophy on social media and be consistent with its culture.  For example, does the company have a supportive, open philosophy on the use of social media or a stronger, more limited embrace of this technology?
• Honesty and Respect. One of the most important aspects of a policy is a requirement that employees be open, honest, respectful and transparent in their usage of social media – especially in the business context.
• Focus on Job Performance. There is a lot of discussion on whether social media hurts worker productivity.  For example, is it acceptable for an employee to post on a personal blog during their lunch break?  Or, can an employee tweet on business-related topics during the work day? Remember, the new work force does not live in an eight-to-five world. The focus should be on job performance instead of “company time”.
• Avoid Conflicts of Interest. Conflicts of interests come in many forms – especially when engaging in social media.  The policy should discuss how to identify potential conflicts of interest, what types of conflicts are prohibited and who to talk to when in doubt.
• Include a Disclaimer. Employees should make it clear that their views about work-related matters do not represent the views of their employer or any other person.  The policy should require a disclaimer, such as the following, when there is the possibility for confusion between business and personal identity:  The views expressed on this blog are mine alone and do not represent the views of my employer or any other person.

While this list is not exhaustive, it serves as a starting point to develop a strategy and policy around social media that can serve to protect corporate interests, yet allow employees to further an organization’s overall social media goals.

To download complete research findings and full list of tips for developing social media policies and employee training, find it here.

1. Plan Early.  The time to begin business succession planning is well before your anticipated transition.  Getting started sooner will ensure your goals and objectives can be met.
2. Commit the Time and Resources.  This process will take time and resources.  If you are not willing to commit to the process, your result will suffer.  Therefore, invest the appropriate time and resources at the beginning to ensure a successful result.
3. Engage an Outside Adviser.  There are many difficult issues you will confront while planning your business succession.  Finding a good adviser (i.e., an attorney or accountant that has experience in this area) that can guide you through the process is invaluable.  The right adviser will ease your mind and create the optimum plan to achieve your goals.
4. Invest in the People.  People are your strongest assets.  Make sure you have the right talent in place.  If you don’t, find the right talent — do not settle for second best.
5. Management v. Ownership.  Perhaps you think these go hand-in-hand, but they can easily and understandably be separated.  Often, when transitioning a business, splitting these roles is vital to the ongoing success of the enterprise.  Think about the skills of the people involved and then decided how to deal with management and ownership.
6. Understand Relationships.  Businesses are made up of people.  Understand that decisions you make on transition matters will have ripple effects on many of the key people in the business.  Make sure you understand how the  unintended consequences of the decisions you make may effect the key people in the organization.
7. Look at all Options.  In devising your succession plan, you will be faced with numerous choices and decisions.  Make sure you look at all possible options before making a decision.  While this may seem overwhelming, you only get to transition your business once, so make sure you do it right.
8. Tax Strategy.  This is one of the most important and tricky areas to address.  Make sure you have a well qualified tax adviser available to assist.  The consequences can be extreme, so proper planning in this area is vital.
9. Integrate with Estate Plan.  For many business owners, the business represents a significant part of their net worth.  Therefore, it is very important to integrate your estate planning with your business succession planning to achieve a comprehensive result.
10. Plan for the Unexpected.  The only thing that is certain in planning for the future is that things will happen that you did not plan for.  Unforeseen circumstances may alter your plan, so make sure you consider alternative strategies and make sure you have flexibility in your plan to account for the unexpected.

Although these tips will get you started down the road to effective business succession planning, the list is not exhaustive.  There are many other issues that need to be addressed as you build your succession plan.  At a high level, the most important thing to keep in mind is to build a solid strategy and stick to that strategy as you move through the transition.  You don’t have to tackle this project alone — engage the right resources to help you through this milestone.

1. Mutual v. Non Mutual. It is important to initially decide whether the duties of confidentiality will apply to both parties (mutual) or only apply to one party (non-mutual).
2. Explicit Term. The Confidentiality Agreement should have an explicit term that is reasonable under the facts and circumstances of disclosure. Be careful for perpetual confidentiality requirements. Also, think about whether the agreement should expire on a certain date if not executed.
3. Definition of Confidential Information. The definition of what is considered “confidential information” is one of the most important parts of the confidentiality agreement. The recipient usually wants the definition to be as detailed and specific as possible, while the discloser usually wants some flexibility so that information is not inadvertently left out. Another relevant concern is whether to include a requirement that confidential information must be marked “confidential.”
4. Exclusions from Confidentiality. Along with the definition of what IS confidential, the information that IS NOT confidential is quite important. Typical exclusions include: information the recipient already knew, information learned from a third party, information that becomes publicly known, information disclosed pursuant to applicable law or information that is independently developed.
5. Obligations of Recipient. Another vital part of a confidentiality agreement is the obligation that the recipient will not disclose the confidential information it receives. Typical issues here surround disclosure to employees and/or agents and who is responsible if those parties further disclose the confidential information.
6. Recipient’s Standard of Care. The typical standard of care in a confidentiality agreement is that the recipient will treat the confidential information in the same way that it treats its own. Of course, this is only as good as the recipient’s internal control of its confidential information. Alternatively, the confidentiality agreement could contain specific provisions regarding the treatment of confidential information.
7. No License or Representations. Confidentiality agreements may contain a provision stating that no license (implied or otherwise) is granted to the recipient with respect to the confidential information. In addition, the confidentiality agreement may include a provision that states that no representations or warranties are made with respect to the confidential information.
8. Return of Information. The discloser usually wants to ensure there are adequate provisions for the return or destruction of all confidential information upon request or at the end of the agreement. Challenging areas include electronic records, especially those stored in a database or in email and the recipient’s desire to keep archival copies pursuant to document retention policies.
9. Non-Solicitation Provisions. Sometimes parties will include a non-solicitation or non-competition provision in a confidentiality agreement. Although all situations are different, confidentiality agreements are typically not the best place for these types of commitments.
10. Boiler Plate Provisions. While your eyes might be glazed over by the time you get to this section, there are a few key points usually located here. First, make sure the correct governing law applies. Second, the discloser typically wants a provision that allows it to seek injunctive relief upon breach. Finally, make sure the parties are correct in the preamble as well as the signature blocks.

Top Ten Things to Remember for Professional Email Usage:

1. There is no such thing as a private email, so keep in mind when drafting your emails that they could at some point get forwarded to other parties or become public.
2. When structuring your emails, use appropriate business protocol just as you would when drafting any other type of business communication.
3. Use email as a quick communication tool rather than as a replacement for critical face-to-face contact.
4. Use appropriate and engaging subject lines.
5. Respond to emails in a timely fashion even if only to let the other person know that there will be a delay to their request.
6. Respect the privacy and confidentiality of both individuals and businesses when considering sending or forwarding an email message.
7. Carefully review and spell-check your emails before you send them.
8. Include a professional signature with appropriate disclaimers for each outgoing email, not wild graphics or animations.
9. Use careful consideration when deciding who should be copied and/or blind copied on your email communications.  Be especially careful of ‘Reply to All.’
10. Send only necessary emails, not emails with inappropriate content or highly sensitive information.