Michael Van Someren

Location: Milwaukee
T: 414.225.1433
F: 414.278.3633
111 E. Kilbourn Avenue, Suite 1400
Milwaukee, WI 53202-6613

Publications: Attorney Michael Van Someren

  • Bringing On Investors: Using Private Placement Memoranda Can Reduce Risks of Personal Liability

    April 5, 2018

    Under state and federal securities laws, owners and managers of companies raising capital through sale securities (e.g., stock or membership interests in companies) can be personally liable for material misrepresentations and omissions in any description of the business or investment. To reduce the likelihood of any personal liability, companies selling securities should utilize a private placement memorandum (a “PPM”). A PPM provides companies (and their ownership and management) with proof that no material misrepresentations or omissions were made in connection with the sale of the securities, allowing such companies to counter any fraud claim brought by an unhappy investor. An investment...

  • Purchasing LLC Membership Interests vs. Real Estate: Pros and Cons

    December 6, 2017

    When a real estate transaction closes in Wisconsin there is a transfer fee that must be paid to the State of Wisconsin which is equal to 0.3% of the purchase price. Additionally, the sale price is factored into the assessed value of the real estate. Unfortunately, this often means that after purchasing real estate, the property taxes owed for the following tax year will be more than in the year the property was purchased. One way to avoid these additional costs is to purchase all of the membership interests of the limited liability company (LLC) that holds the real estate. This...

  • Using Your "Disadvantaged Business" to Your Advantage

    October 26, 2017

    If your business provides goods/services to governmental agencies, construction or other projects that have some sort of governmental financing (e.g., loans from state, county or municipal bodies), or is part of a supply chain for contractors that fall into such categories, you may qualify for the disadvantaged business enterprise program (DBE), which may help you or your customers win more contracts. DBE was initially a federal program designed to ensure that federal funds allocated for certain highway construction projects were used to foster equal competition amongst firms in a nondiscriminatory manner. However, in recent years DBE’s use has been expanded...

  • Modern Commercial Financing: Your Guide to Regulation A+

    September 25, 2017

    Attracting capital remains challenging for most investors due to regulatory burdens, higher capital costs, and the high risk, high return nature of venture capital. Often, capital projects won't get off the ground unless projected returns are above market rates. This "mini-IPO" or "on-ramp to IPO" allows investors to raise up to $50 million in a 12 month period from the general public, with streamlined initial and ongoing compliance costs. This means a greater pool of investors without all of the costs of a traditional IPO or without the need to have a predetermined list of investors. Davis & Kuelthau is at...

  • Your Property At Risk: U.S. Supreme Court Decision Confirms Importance of Understanding Zoning During Real Estate Acquisitions

    June 28, 2017

    The Fifth Amendment of the United States Constitution requires federal, state and local governments to pay “just compensation” any time they “take” private property for public use. On June 23, 2017, in a close 5-3 decision, the U.S. Supreme Court held that a Wisconsin zoning ordinance that combined two adjacent lots with common owners into a single lot did not result in a regulatory taking by the county government. As a result of the decision in Murr v. Wisconsin, what were previously two distinct parcels of real property are now a single indivisible lot. The Murr Property and Alleged Taking The two...

  • “Bailing In” to Avoid a Bail Out: How new legislation is putting your money at risk

    May 31, 2017

    As a result of the 2008 global financial crisis and the bailouts that resulted, Europe and the United States have been actively working to avoid future bailouts. Unfortunately, those attempts are being implemented at the expense of depositors. In 2014, the member states of the European Unionadopted the European Union Bank Recovery and Resolution Directive (BRRD) as a means to protect the financial health of, and the banking services provided by, its banks (called “EEA Financial Institutions”). By January 1, 2016, each European Union member state adopted legislation (collectively, the “Bail-In Legislation”) implementing the BRRD, which ultimately gave regulators the power...

  • Regulation A+: An Alternative to Private Placements and Initial Public Offerings

    May 4, 2017

    Regulation A+ went into effect in 2015. Although Regulation A+ has been around for a couple of years, its use is just beginning to become more mainstream. Since Regulation A+ was promulgated, the SEC has qualified 81 Regulation A+ offerings seeking to raise approximately $1.5 billion. As developers and investors gain more awareness of, and comfort with, Regulation A+, it is likely to completely change the way developers and investors raise the equity necessary for a new project or acquisition. Regulation A+ (sometimes referred to as a “mini-IPO” or as an “on-ramp to IPO”) allows investors to raise up to...

  • Alternative Financing Strategies in a World of Rising Interest Rates

    February 16, 2017

    Mortgage interest rates increased through 2016 and are expected to increase periodically throughout the coming year. Because higher interest rates can make traditional financing for a commercial real estate project more expensive, other financing options should be considered to stabilize or reduce the cost of capital necessary to complete a commercial real estate project. Larger real estate projects often use a variety of financing sources to fund the acquisition and improvement of commercial real estate. This combination of different financing sources is referred to as a “capital stack.” As mortgage debt becomes more expensive, a diverse capital stack can reduce the...

  • Notice Requirements for Rezoning: What Municipalities and Property Owners Need to Know and Do to Protect Their Rights

    August 24, 2016

    Property Owners Are Not Entitled to Notice of Rezoning Unless They Request it in Writing Under Wisconsin law, municipalities are not required to directly notify the owners of properties subject to rezoning. Generally, public notice (posting and newspaper publication) is sufficient notice under Section 62.23, Wis. Stats. to allow zoning change ordinances to be effective. Municipalities Must Keep a List of Those Who Request Notice Despite the general language of Section 62.23, Wis. Stats., under Section 62.23(7)(d)4, municipalities are required to “maintain a list of persons who submit a written request to receive notice of any proposed rezoning action that affects the allowable...

  • This Land Is My Land (Now): Wisconsin Modifies Its Adverse Possession Law

    April 7, 2016

    On March 1, 2016, Wisconsin enacted a new statute and repealed and restated another existing statute, both related to the doctrine of adverse possession in the State of Wisconsin. The newly created statute § 893.305, Wisconsin Statutes, creates a mechanism for property owners to delay a potential adverse possessor’s claim by allowing the record title holder to record an “Affidavit of Interruption” with the register of deeds’ office, which will restart the time period that an adverse possessor must continuously meet the requirements of adverse possession.¹ The repealed and recreated statute, Wisconsin Statutes § 893.29, prohibits adverse possession by or...

  • Businesses Defer Tax Liability On Property Transactions, § 1031 Like-Kind Exchanges Regain Popularity

    February 12, 2015

    In today’s high-tax environment, many individuals and business owners are seeking renewed tax strategies when expanding their businesses and investments. Hence the recent uptick in the number of tax-deferred exchanges under Section 1031 of the Internal Revenue Code (“IRC”) being completed. The increased volume of § 1031 exchanges is attributable to a number of factors including: 1) the need for businesses to expand as the economy continues to improve; 2) the increase in property values since the Great Recession; 3) an increase in financing availability; and most significantly, 4) the increase in the capital gains tax rate as well as...

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