Milwaukee, Wisconsin (May 16, 2007) – On June 7, 2007, Attorney Chad J. Richter will present “The Basics of Franchising” at a franchise seminar co-hosted by the International Franchise Association (IFA), the Milwaukee Urban League, and the Urban Entrepreneur Partnership.

The seminar, to be held at Cardinal Stritch University, will focus on entrepreneurship through franchising. Other speakers will be Congresswoman Gwen Moore, Milwaukee Mayor Tom Barrett, Motivational Speaker Les Brown, local franchisees, an IFA representative, and franchisor agents.

Chad Richter is an attorney with the law firm of O’Neil Cannon Chad assists clients with a variety of corporate and business law matters such as the formation and organization of various types of business entities under operating, shareholder, and subscription agreements, including the preparation of financial and disclosure documentation. Chad has focused his practice on the structuring of business relationships under franchise, licensing, and distribution arrangements, and has worked with numerous franchise and dealership models, representing both franchisors/grantors and franchisees/dealers.

The International Franchise Association is an organization dedicated to protecting, enhancing, and promoting franchising worldwide. IFA is the official “Spokesperson for Responsible Franchising.” Franchisors join for the legislative, educational and networking benefits available as an IFA member. IFA’s government and public relations programs are designed to educate and influence public policy makers, and to reduce or eliminate regulations that threaten responsible franchise development. For more information, visit www.ifa.com.

O’Neil Cannon is a full-service legal practice focusing on business law, estate planning, and major complex litigation with offices in Milwaukee and Port Washington. The firm was established in 1973 and is now listed as one of the Milwaukee-area’s largest law firms.

In Wisconsin, people who are contemplating marriage or who are already married are permitted to enter into contracts with each other regarding their financial affairs to suit their needs and values and to achieve certainty, both during the marriage and in the event of a divorce. These contracts or marital property agreements are commonly known as pre- or post-nuptial agreements.

Wisconsin divorce law is clear that, as it relates to the division of property, any written agreement made by the parties before or during the marriage concerning any arrangement for property distribution shall be binding upon the divorce court, unless the terms of the agreement are inequitable to either party. Because the divorce court is required to presume any such agreement to be equitable as to both parties, the party challenging the agreement has the burden of producing evidence and persuading the divorce court that the agreement is unfair and unenforceable.

For an agreement to be unenforceable, it must fail to meet the requirements of procedural fairness or substantive fairness. To assess procedural fairness, the court assesses whether each party makes fair and reasonable disclosures regarding his or her financial status by disclosing assets, liabilities, and debts; and whether each party entered into the agreement voluntarily and freely. When assessing whether a party voluntarily and freely entered into the agreement, a divorce court examines whether a party had a meaningful choice. Divorce courts are instructed to consider whether each party was represented by independent counsel, whether each party had adequate time to review the agreement, whether the parties understood the terms of the agreement and their effects, and whether the parties understood their financial rights in the absence of an agreement. To assess substantive fairness, the court assesses whether the agreement was fair at the time of execution. If circumstances significantly change since execution, then substantive fairness is also assessed at the time of the divorce.

A marital property agreement that is fair at its execution is not unfair at divorce just because the application of the agreement at divorce results in a property division which is not equal between the parties or which a court might not currently order under the property division statute. If, however, there are significantly changed circumstances after the execution of an agreement, a divorce court must evaluate those circumstances and expectations from the perspectives of the parties at the time they entered into their agreement, not at the time of the divorce. Marital property agreements can (and should) be drafted in such a way as to address some of these contingencies.

While it is true that marital property agreements are binding contracts regarded with favor in Wisconsin, it is clear that, the parties to the agreement must keep in mind and adhere to the standards used to determine the enforceability of these agreements upon divorce, both when negotiating and drafting an agreement and during the marriage. To do otherwise is to risk an unpleasant surprise when a divorce court determines that the agreement is inequitable and, therefore, unenforceable at the time of divorce.

On May 18, 2007, Attorney Jim DeJong will deliver a presentation on “Leading Those who do not Want to be Lead” at the CSI Management Coaching Clinic to be held from 11:30 – 4:30 at North Hills Country Club in Menomonee Falls.

The clinic will focus on the development of leadership skills, both for current and future business leaders. Other presenters include Terry Mather of CSI Consulting and Don Menefee of Silent Partner.

Jim DeJong is president and managing shareholder of O’Neil Cannon He works with business clients in a wide variety of industries and service sectors, providing them with creative counsel and strategic help. Jim’s corporate, LLC, and partnership practice is diverse and he is experienced in successfully guiding his clients through complex matters including forming and financing entities, as well as negotiating and preparing contracts and related documents. He also represents buyers or sellers of businesses, and provides counsel to clients on operational and governance matters.

O’Neil Cannon is a full-service legal practice focusing on business law, estate planning, and major complex litigation with offices currently in Milwaukee and Port Washington. On June 1, 2007, the firm will add an office in Sheboygan by joining forces with Hopp Neumann Humke LLP, one of Sheboygan’s oldest and largest law firms. OCHD was established in 1973 and is now listed as one of the Milwaukee-area’s largest law firms.

Milwaukee, Wisconsin (April 12, 2007) – The Milwaukee law firm of O’Neil Cannon announced today that, effective June 1, 2007, the law firm of Hopp Neumann Humke LLP will become the Sheboygan office of OCHD.

A full service firm, Hopp Neumann Humke is one of Sheboygan’s oldest and largest law firms. The firm’s practice includes corporate, estate planning and probate, employment, real estate, litigation, and family law. The firm is perhaps best known for its extensive municipal law practice, and is currently under contract with the County of Sheboygan to provide all civil legal services for the County government. They also have similar relationships with several cities, villages, towns, sanitary districts, and other local units of government in Sheboygan and surrounding communities.

O’Neil Cannon currently has offices in downtown Milwaukee and Port Washington. “We are pleased to be able to expand our practice by joining forces with HNH,” stated Jim DeJong, President of O’Neil Cannon “The Hopp Neumann Humke attorneys will bring valuable experience and extensive community ties to OCHD which will allow the combined firm to better service our clients in Sheboygan and the surrounding communities. We also look forward to the opportunity to expand our practice areas by adding municipal law expertise.” O’Neil, Cannon, Hollman, DeJong’s current practice areas include corporate, real estate and construction, employment law, tax and estate planning, and litigation. OCHD represented Mitsubishi Heavy Industries America, Inc. against the Southeast Wisconsin Professional Baseball Park District in the landmark litigation arising out of the construction of Miller Park.

O’Neil Cannon is a full-service legal practice focusing on meeting the needs of businesses and their owners. The firm was established in 1973 and is now listed as one of the Milwaukee-area’s largest law firms.

Milwaukee, Wis. (March, 2007) – Employee Benefits and ERISA Attorney Karla Maschmeier recently contributed a chapter to the book Human Resources 2007: Answers to the Top 25 HR Questions.

The book, a successor to several prior editions published by Thompson Publishing Group, provides HR decision makers with information and guidance on HR and benefits issues they can use on a day to day basis. It is scheduled to be published this summer.

Karla assists employers, third-party benefit plan administrators, and other retirement plan service providers in all aspects of employee benefits and executive compensation issues. She is an active writer and speaker on various employee benefits and ERISA topics.

O’Neil Cannon is a full-service legal practice focusing on business law, estate planning, and major complex litigation with offices in Milwaukee and Port Washington. The firm was established in 1973 and is now listed as one of the Milwaukee-area’s largest law firms.

Milwaukee, Wisconsin (March, 2007) – Thomas A. Merkle, a shareholder with the law firm of O’Neil Cannon was recently appointed by the Wisconsin Supreme Court to serve on the Office of Lawyer Regulation’s District Two Committee (Milwaukee). The office of lawyer regulation is an office of the Wisconsin Supreme Court System charged with carrying out the Supreme Court’s constitutional responsibility to supervise the practice of law and protect the public from misconduct by persons practicing law in Wisconsin.

Mr. Merkle is one of the initial members of O’Neil Cannon He counsels his clients with general corporate and business law matters, including transactions such as acquisitions, sales, contracts, and financing. He also litigates cases involving shareholder disputes as well as family law cases involving closely-held businesses, partnerships, and professional associations. A trained mediator, Tom has also helped numerous clients with the resolution of shareholder disputes, business and family law issues. Tom is one of the founders of the Divorce Cooperation Institute, a group dedicated to fostering cooperation and greater professionalism among family law practitioners. He currently serves on the Board of Directors and is the organization’s treasurer.

O’Neil Cannon is a full-service legal practice focusing on business law, estate planning, and major complex litigation with offices in Milwaukee and Port Washington. The firm was established in 1973 and is now listed as one of the Milwaukee-area’s largest law firms.

Milwaukee, Wis. (March, 2007) – The law firm of O’Neil Cannon and Attorney Robert Tess was recognized for their volunteer activities by HeartLove Place at a recent appreciation celebration.

The firm and Attorney  Tess was recognized as Business of the Year and Volunteers of the Year for their legal assistance to HeartLove Place.

HeartLove Place is a non-profit organization conceived as a visible, neighborhood-based, well-managed facility where religious, social, and employment values are reinforced through the delivery of a continuum of program offerings for the families that participate. At the core of Heartlove Place is a strong desire to unify families, strengthen values, and energize a greater sense of community spirit within the central city.

Bob Tess is a real estate law attorney who represents developers, property owners, private and public companies, and lenders in all phases of transactions involving the acquisition, disposition, leasing, and financing of industrial, commercial, and mixed-use properties. A former corporate counsel in the real estate department for Menard, Inc., Bob was responsible for all aspects of new store and shopping center real estate development, acquiring over fifty million dollars in real estate and selling over two million dollars in excess property for the company in just under two years. He successfully handled all aspects of each new store project – from negotiating and drafting all applicable real estate documents, to obtaining all necessary governmental approvals.

O’Neil Cannon is a full-service legal practice focusing on business law, estate planning, and major complex litigation with offices in Milwaukee and Port Washington. The firm was established in 1973 and is now listed as one of the Milwaukee-area’s largest law firms.

Gregory S. Mager, an attorney with the law firm of Ansay OCHD, the Port Washington office of O’Neil Cannon, was recently named the editor in chief of the Wisconsin Journal of Family Law.

The Wisconsin Journal of Family Law is a quarterly publication of the Family Law Section of the State Bar of Wisconsin that provides practitioners with articles from preeminent lawyers, both nationally and locally, who provide innovative ideas and information on new developments in family law, as well as reviews of recent Wisconsin Supreme Court and Court of Appeals decisions.

Gregory is an associate at Ansay OCHD whose practice focuses on divorce, paternity, custody and placement, support, post-judgment matters, and mediation. He has Martindale-Hubbell’s highest Peer Review rating of AV and received the 2004-2005 American Bar Association Section of Family Law Chair’s Award, “For meritorious service exceeding what is expected of our leadership.”

O’Neil Cannon is a full-service legal practice focusing on business law, estate planning, and major complex litigation with offices in Milwaukee and Port Washington. The firm was established in 1973 and is now listed as one of the Milwaukee-area’s largest law firms.

Fifth Circuit Court of Appeals denies former Sabre, Inc. employee’s claim that he was entitled to severance benefits determined on the date he was informed that he was to be terminated and not severance benefits determined on the date he actually stopped working.

Although the severance plan did not define the term “termination of employment” or explain when a termination of employment occurs, the Court found that the plan administrator was proper in its interpretation of the plan when it determined that Chacko’s termination occurred when he officially separated from Sabre. Because of this, the severance plan that applied to Chacko was the one in effect on the date he officially separated from Sabre.

Ninan Chacko worked for Sabre, Inc. since 1990. In September 2003, he learned that the company intended to implement a company-wide layoff and on September 29, 2003 Chacko was informed that he would be offered a severance package. Chacko and his superior planned for Chacko’s last day to be October 13, 2003. Soon after September 29, 2003, Chacko accepted an offer of employment by one of Sabre’s competitors.

On September 29, 2003 Sabre maintained the Sabre, Inc. Severance Plan (the “General Severance Plan” or GSP) which provided for up to twenty-six weeks of salary benefits payable in a lump sum conditioned upon the execution by the terminated employee of an agreement and general release (“Agreement and General Release” or AGR) that released all causes of action and claims against Sabre and related parties. The GSP gave Sabre the right to terminate or amend the GSP at any time and further provided that participants had no vested right to benefits under the severance plan.

On September 30, 2003, Chacko received a separation summary outlining the terms of his severance package which stated that he would be offered thirty-two weeks of salary benefits payable over an eight-month period conditioned upon his signing a general release containing non-compete and non-solicitation provisions (the “Expanded AGR”.) Chacko refused to sign the Expanded AGR believing that the non-compete and periodic payment provisions to be contrary to the terms of the GSP, On October 7, 2003, Sabre’s Benefits Committee adopted a resolution amending the GSP to grant Sabre the discretion 1) to include non-compete and non-solicitation provisions in the terminated employee’s AGR; and 2) to pay severance benefits in periodic installments (the “Amendment”.) The resolution provided that the Amendment was effective immediately.

On October 17, 2003, Chacko officially separated from Sabre. On November 3, 2003 he filed a claim for severance benefits in which he indicated he was willing to sign an AGR that was consistent with the pre-amendment GSP (without the non-compete and non-solicitation provisions) and that he demanded payment of his benefits in a lump sum as opposed to periodic payments allowed by the Amendment.

On November 6, 2003, Sabre informed Chacko that the Plan Administrator had denied his claim for benefits based on the fact that on his termination date, the plan as in effect allowed for both the non-compete and non-solicitation provisions as well as payment of benefits in periodic installments. Chacko appealed to an independent appeals committee which denied his appeal on the grounds that 1) he had no vested rights under the plan in effect on September 29, 2003; 2) that the GSP granted Sabre the right to amend or terminate the GSP at any time; 3) that the October 7, 2003 amendment was validly executed; 4) Sabre had complied with ERISA’s notice requirements regarding the amendment; and 5) Chacko was not eligible for the GSP in effect on October 17, 2003 because he refused to sign the Expanded AGR.

Chacko sued Sabre, the GSP, the Benefits Committee, the Plan Administrator and others claiming that he was wrongfully denied benefits under the GSP in violation of ERISA Section 502(a)(1)(B) which provides an ERISA plan participant or beneficiary a cause of action to recover benefits due him under the terms of the plan, enforce his rights under the plan or clarify his right to future benefits under the plan.

The district court granted Sabre’s motion for summary judgment finding that the Plan Administrator’s denial of benefits was not an abuse of discretion. Chacko appealed to the Fifth Circuit court claiming that Sabre et.al. engaged in “inequitable conduct” by offering him a severance package one day before the change adding the non-compete and non-solicitation provisions and changing the benefit payout option to installments. He also alleged that Sabre et al. breached their fiduciary duty of loyalty and engaged in self-dealing by conditioning his receipt of severance benefits upon his execution of a non-compete agreement. Chacko also challenged the Administrator’s denial of benefits under the terms of the GSP, claiming that he should receive the benefits in effect as of the date he was told he would be offered a severance package (September 29, 2003) instead of the amended GSP in effect on the date he stopped working for Sabre (October 17, 2003.)

The Fifth Circuit Court affirmed the lower court’s decision that the Plan Administrator did not abuse its discretion in amending the plan or in denying benefits to Chacko. The Court explained that in reviewing a plan administrator’s plan interpretation for abuse of discretion, the Court must initially determine whether the administrator’s interpretation is legally correct. If the interpretation is legally correct then no abuse of discretion could have occurred. Here, the Court found that the Administrator’s interpretation of the term “termination” was consistent with the fair reading of the severance plan. Further, the Court indicated that the interpretation of the term “termination” proposed by Chacko would lead to the unintended result that employees could demand severance plan benefits while they were still receiving regular pay.

Chacko v. Sabre Inc., 5th Cir., No. 05-11445, 12/21/2006. The decision is available at http://caselaw.lp.findlaw.com/data2/circs/5th/0511445cv0p.pdf

Practice Pointer—Employers should take the time to review and understand the terms of their benefit plans, including the process and timing requirements for making plan amendments.

This article reprinted with the permission of the Society for Human Resource Management (www.shrm.org), Alexandria, VA.

William Ryan (Bill) Drew, of Counsel to the law firm of O’Neil Cannon, was recently elected the President of the City of Milwaukee Retirees Association. The Association represents approximately 12,000 retirees of the City. Bill is also the current Executive Director of the Milwaukee County Research Park Corporation, where he is overseeing the high technology development on approximately 150 acres of Milwaukee County Property.

O’Neil Cannon is a full-service legal practice focusing on business law, estate planning, and major complex litigation with offices in Milwaukee and Port Washington. The firm was established in 1973 and is now listed as one of the Milwaukee-area’s largest law firms.