HUGHES MATHEWS, P.A.

Practice Areas

110 Sixth Avenue South, Suite 200 :: St. Cloud, MN 56301 :: 320.251.4399 :: attorneys@hughesmathews.com

Business and Commercial Law
Health Care Law and Practice
Banking, Commercial, and Corporate Financial Law
Education Law and Practice
Commercial and Business Litigation

BUSINESS AND COMMERCIAL LAW

The practice of Hughes Mathews is focused upon the representation of businesses and institutions, which include manufacturers, transportation companies, universities, entrepreneurs, financial institutions, hospitals, medical clinics, and skilled care facilities. In their respective industries, our clients face different legal problems, but often encounter common issues of organization and practice. Legal structure, governance principles, transfer of ownership, and tax analysis all require astute legal judgment to insure long-term success. Additional significant operational issues include employment law, discrimination law, employee benefits, and internal computer management.

We regularly represent our clients as they transact their business and strive to help them accomplish their identified goals. We assist in the negotiation, review, and enforcement of contracts, as well as in identifying, complying with, and responding to governmental regulation.

We have years of experience in these matters for profit, nonprofit, and tax-exempt entities. Our firm's business representations reflect the variety and growth of our region's commercial and institutional life over the last thirty-five years.

Our experience includes:

• Organization and governance of corporations, partnerships, limited partnerships, limited liability companies, holding companies, bank holding companies, and other ventures
• Particular organizational issues of financial development entities
• Negotiation/draft agreements between owners, including transfer restriction agreements, sale agreements, and inter-generational transfers of business interest
• Sales, mergers, and acquisitions of business and business assets, including manufacturing, professional practices, retail, health care, publishing companies, and financial institutions
• Protection of the rights of shareholders, including litigation for minority shareholders
• Prosecution of corporate opportunity litigation
• Qualified and non-qualified retirement plans
• Distribution, manufacturing, licensing, and franchise agreements and terminations
• Data disclosure issues relating to public organizations and private enterprises
• Tax exempt organization, formation, and qualification for tax exemption
• Represent clients in consultation, government investigation, and litigation concerning trade practice and antitrust matters
• Negotiation, advice, and litigation concerning contracts for the sale or lease of personal property
• Assisting clients in response to governmental hazardous waste inquiries
• Commercial real estate, acquisition, sale, lease, financing, development, and environmental concerns
• Negotiation, advice, and litigation concerning product warranties
• Intellectual property issues, including copyright, trade secrets, and agreements restricting practice/employment
• Negotiation and drafting of agreements for electronic system data access and sharing of information
• Negotiation, drafting, enforcement, and defense of business contracts of all sorts
• Advice regarding governmental regulation and common law germane to the particular transaction

Employment Law Issues

• Employment issues, including policies, enforcement and drafting of noncompete agreements, terminations, benefit plans, sexual harassment, and discrimination
• Litigation concerning Minnesota employee drug testing statute
• Employment contracts regarding executive and professional employees
• Defense of sexual harassment and abuse actions
• Defense and prosecution of business trade secrets, non-competition, and non-solicitation suits
• Defense of state and federal age discrimination suit by multiple plaintiffs resulting from worldwide reduction in force
• Defense of employment suits involving Americans With Disabilities Act, Minnesota Human Rights Act, and federal anti-discrimination laws
• Assistance responding to garnishment and similar process served on employers
• Advise employers and litigate concerning employee defalcation
• Issues concerning independent contractor relationships

Nonprofit and Tax Exempt Entities

• Organization governance and compliance
• Particular organizational issues of religious organizations, health care entities, charitable foundations, and educational institutions
• Employee benefits, including qualified and non-qualified retirement plans, church plans, and tax sheltered annuities
• Tax exempt organizations, formations, and qualification for tax exemption and inurement issues
• Constitutional issues relevant to religious organizations

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HEALTH CARE LAW AND PRACTICE

Modern health care providers continually encounter complex and changing issues. Alert, proactive, and experienced legal counsel is essential for health care professionals to maintain quality and efficiency in their health care delivery.

With over thirty years-five of continuous experience in health care law, Hughes Mathews, P.A. is one of few Minnesota firms outside the Twin Cities with true competency in both traditional and emerging health care areas. Traditional areas include accreditation, governance, corporate law, consent, data disclosure, medical records, and medical staff issues, such as organization, operation, credentialing, and physician contracting. Emerging areas include affiliated business organizations and operational issues, compliance, payor contracting, regulatory issues, such as antitrust, fraud and abuse, tax exemption, and tax-exempt bond financing, and the evolutionary developments of new delivery organizations.

Our firm's experience in business, non-profit, corporate, commercial, and employee law, as well as our concentration in health care issues, enables us to provide full service representation to our health care clients.

Our experience includes:

• Representation of clients in consultation, government investigation, and litigation concerning trade practice and antitrust matters
• Litigation successfully applying the immunity provisions provided in the Federal Health Care
• Quality Improvement Act and Minnesota's Health Care Review Organization Act
• Consultation and litigation concerning employment issues and claims
• Litigation concerning Minnesota employee drug testing statute
• Attorney member of arbitration panel of American Arbitration Association and American
• Health Lawyers Association
• Employment contracts regarding executive and professional employees
• Purchase and sale of professional practices and health care facilities
• Organization and governance of for-profit and non-profit health care entities, including corporations, partnerships, limited partnerships, and limited liability companies
• Formation/organization of health care delivery systems
• Intellectual property issues, including copyright, trade secrets, and agreements restricting practice/employment
• Data disclosure issues, including development of data storage and retrieval systems
• Medicare payment issues, including fraud and abuse issues
• Tax exempt organization, formation, and qualification for tax exemption
• Commercial real estate, acquisition, sale, financing, development, and environmental concerns
• Negotiation/drafting commercial lease agreements
• Bond financing
• Negotiation of medical equipment purchase contracts and product defect disputes
• Patient billing and collections issues, including compliance with consumer regulations
• Defense of defendant health care antitrust suit
• Presentation of seminars on health care issues
• Defense of Qui Tam or False Claims matters involving allegations of false billing to the government
• Hospital/physician organizations
• Hospital/physician contracts
• Software licensing agreements and disputes

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BANKING, COMMERCIAL, AND CORPORATE FINANCIAL LAW

Hughes Mathews, P.A. represents a wide variety of clients who extend, acquire, administer, and work out various types of credit. We assist our clients in the collection of obligations - at the conference table, in the courtroom, and in bankruptcy.

As commercial lawyers, we have experience in credit transaction issues that most businesses and institutions encounter, whether as a creditor or a debtor. We assist in credit account documentation and consumer credit regulations. We understand financing, whether it takes the form of a commercial loan, a tax-exempt bond, or a Chapter 11 reorganization plan.

As business lawyers, we represent financial institutions in their organization and governance, with experience in the specialized issues that face financial institutions.

Our experience includes:

• Representation of financial institutions and financial holding companies, including organization and governance and regulatory issues
• Lending procedures and documentation for commercial lending transactions
• Litigation against U.S. Comptroller of the Currency in federal action and appeal
• Borrower's counsel in tax exempt bond financing
• Defense of "lender liability" claims, including claims of fraud, fraudulent inducement, RICO, and Bank Tying Act
• Representation of financial institutions and financial development entities concerning lending procedures and documentation of commercial lending transactions
• Representation of lenders in workout, mediation, and formal or informal processes for collection of secured and unsecured credit
• Litigation regarding check negotiation and collection between banks
• Development of account documentation in consumer and business transactions, including advice concerning interest rates, credit and debit cards, and "truth-in-lending"
• Consultation and representation concerning appropriate response to garnishment of employees
• Creditor representation in Chapter 7, 11, and 13 bankruptcies
• Litigation of dischargability of debt in bankruptcy on grounds of fraud
• Litigation concerning consumer protection statutes, including federal "Truth in Lending, interest rate limits, and Equal Credit Opportunity Act

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EDUCATION LAW AND PRACTICE

Attorneys at Hughes Mathews, P.A. have represented public and private educational institutions in multiple business and administrative matters over a period of thirty years.

We have handled issues of governance, policy formation, and financing, as well as matters for litigation. We have advised and drafted state regulations and given counsel on matters concerning faculty, staff, students, and intercollegiate operating agreements and the application of state and federal regulations to religious institutions.

Educational institutions are businesses with a very specific focus. Our experience in business law enhances our ability to advise educational institutions.

Our experience includes:

• Governance
• Joint ventures
• Faculty issues, e.g. handbooks, tenure, and non-tenured contractual rights
• Student issues and privacy
• Special Assistant Attorney General for a public university regarding teacher tenure and student civil disobedience
• Staff issues, e.g. employment
• Tax-exemption issues
• Third-party contracts
• Financing
• Student loans, including regulations and enforcement
• Representation concerning constitutional and statutory civil rights, including discrimination issues, abuse, and early student school transfer cases
• Construction contracting and disputes
• Copyright and trademark compliance

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COMMERCIAL AND BUSINESS LITIGATION

Hughes Mathews, P.A. client matters occasionally move from the venue of the conference table to the court system. When pursuing litigation, businesses and institutions need lawyers who not only understand the courtroom, but who also are familiar with the more complex issues involved in business litigation.

We have considerable experience in the use of computerized support systems for complex business litigation, and we are cost-effective in utilizing this technology. We also assist our clients in the management and monitoring of multi-state liability caseloads, performing functions similar to in-house counsel.

The attorneys of Hughes Mathews, P.A. appear frequently in the Minnesota state trial and appellate courts, as well as in appropriate forums for Alternative Dispute Resolution, including mediation, arbitration, and negotiation. Additionally, we are experienced in federal court, including federal trial courts in Minnesota and elsewhere, and in the Eighth Circuit Court of Appeals.

Our experience includes:

• Protection of the rights of shareholders, including litigation for minority shareholders
• Prosecution of corporate opportunity litigation
• Defense of Qui Tam or False Claims matters involving allegations of false billing for services performed for the government
• Litigation concerning trade practice and antitrust matters
• Litigation concerning the formation and interpretation of commercial contracts
• Litigation concerning nationwide distribution agreement
• Litigation of unconscionability of terms of personal property lease in federal court
• First case in Minnesota tried to a jury under tort principles of strict liability for product defects
• Defense of nationwide independent contractor agreements and practices through successful federal jury trial
• Construction claims
• Litigation concerning contracts for the sale or lease of personal property
• Litigation of employment issues, including enforcement of noncompete agreements and terminations
• Defense of sexual harassment, discrimination, and abuse actions
• Defense and prosecution of business trade secrets and non-competition suits
• Defense of state and federal age discrimination suit by multiple plaintiffs resulting from worldwide reduction in force
• Defense of employment suits involving Americans With Disabilities Act, Human Rights Act, federal anti-discrimination laws
• Litigation concerning employee defalcation
• Litigation successfully applying the immunity provisions provided in the Federal Health Care
• Quality Improvement Act and Minnesota's Health Care Review Organization Act
• Litigation concerning Minnesota employee drug testing statute
• Defense of multi-defendant health care antitrust suit
• Litigation against U.S. Comptroller of the Currency in federal action and appeal
• Defense of "lender liability" claims, including claims of fraud, fraudulent inducement, RICO, and Bank Tying Act
• Representation of lenders in workout, mediation, and formal or informal processes for collection of secured and unsecured credit
• Litigation regarding check negotiation and collection between banks
• Creditor representation in Chapter 7, 11, 12, and 13 bankruptcies
• Litigation of dischargability of debt in bankruptcy on grounds of fraud
• Litigation concerning consumer protection statutes, including federal "Truth in Lending," interest rate limits and Equal Credit Opportunity Act issues
• Litigation of university faculty and staff issues, e.g. handbooks, tenure and non-tenured contractual rights
• Representation concerning constitutional and statutory civil rights, including discrimination issues abuse, early student school transfer cases, and issues relevant to religious organizations
• Attorney member of arbitration panel of the American Arbitration Association

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