Author: bootnet

What is a business attorney? Business attorneys help guide businesses through the myriad of state and federal laws that affect its business. They help with all aspects of entity issues (such as forming a corporation or other entity, corporate maintenance, selling additional shares, stock option plans, and dissolution), contracts (drafting, review and negotiation), disputes with third parties, and other issues that affect your business, such as employment issues, protecting intellectual property and regulatory compliance. What is the difference between a corporation and an LLC? Although the answer to this is much more complex than a paragraph, in short, although both provide personal asset protection when formed and operated correctly, the corporation has a few more "formalities" than an LLC (such as annual meetings/minutes). However, LLC's can provide more flexibility in…

Most people start businesses with people they know and like; such as, friends, relatives and business associates. Unfortunately, at some point, conflicts among the owners will arise, whether they be a result of the personalities involved, differing business philosophies or issues related to the performance of an owner or the company overall. While many of these conflicts are successfully sorted out by the owners, sometimes they can't be resolved and become detrimental to the business and its operations. When this occurs, it is not uncommon that the only plausible resolution is that one or more of the owners must exit the business. When proper formation documents and exit planning strategies are utilized at the beginning of a business relationship, the exit of a business owner can be relatively smooth and…

Many employers prefer handling employment claims through binding arbitration because it's typically faster and more cost effective. However, there are several requirements that an Employment Agreement to Arbitrate must satisfy before it will be enforced by the court, such as: A statutory prerequisite to compelling arbitration is demonstrating that the parties to an Employment Arbitration Agreement; i.e., both the employer and employee, agreed to submit their claims to arbitration. If the Employment Arbitration Agreement is not drafted and executed correctly, it may not be enforced by the court, and the employee will be allowed to proceed with litigating their claims. An Employment Agreement to Arbitrate will also not be enforced if it's unconscionable. There are two types of unconscionability, procedural and substantive, both of which must be present before a…

Introduction Whether your company is a start-up or an established business, the decision regarding the form of business entity your company operates under is an important one. California recognizes numerous forms of business entities, each with important distinctions. The purpose of this guide is to introduce you to several forms of business entities available in California and briefly discuss their key advantages and disadvantages. The six major forms of business entities are sole proprietorships, general partnerships, limited partnerships, limited liability partnerships, limited liability companies, and corporations. Corporations are by far the most popular form of a business entity and are unique because of the many types of corporations, such as, C-Corporations, S-Corporations, professional corporations, etc. For most business owners, a trade off occurs between adhering to special statutory formalities, limiting…

Introduction Many people start a California corporation without understanding the documents involved and their implications. This guide will review key documents required and/or used in the formation of a California corporation and a brief summary of their typical contents. Articles of Incorporation Articles of Incorporation are the charter document for the corporation. The Articles are filed with the Secretary of State, and upon their filing, the corporation is in legal existence. The Articles of Incorporation contain the name of the corporation, the general purpose of the corporation (this is statutory language that cannot be changed), identification of the original agent for service of process, the type of stock (i.e., common and/or preferred) and any rights or restrictions associated with the stock, and the number of authorized shares. The Articles may…

Introduction Most small to medium-sized businesses are funded through private funding, which is a very complex area. There are many state and federal requirements that must be complied with during each stage of funding. This guide will review key concepts and steps to obtain private funding for a business. STEP #1: Initial Funding. At the initial funding stage, also known as an angel round of funding, a group of investors join together to form the corporation. This is usually a small number of investors (can be as small as 1, 2 or 3), but to qualify for the small business exemptions, generally, cannot exceed 35, as discussed below. These initial investors will contribute the initial amount of capital (money or assets) to start the corporation. In return, these investors receive…

Introduction While a business may fail for many reasons, this document identifies the 10 most common legal mistakes businesses make.  Many of these mistakes expose the business, its owners, and in the case of corporations, its directors and shareholders, to needless liability.  It is our goal that by identifying these common errors you will be armed with knowledge, which if properly utilized, is the key to avoiding these mistakes. MISTAKE #1: Failure to consult with professionals prior to selecting or changing the form of business entity. California recognizes numerous forms of business entities, each with important distinctions.  The six major forms of business entities are sole proprietorships, general partnerships, limited partnerships, limited liability partnerships, limited liability companies, and corporations.  Corporations are by far the most popular form of business entity…

As a general rule, California favors contractual forum selection clauses (the place where the lawsuit will be filed) and enforces them, if they are entered into freely and voluntarily and their enforcement would not be unreasonable. However, a forum selection clause in an Employment Agreement may not be enforced when the claims at issue are based on non-waivable rights created by California statutes unless the Employer can show that the forum designated in the Employment Agreement will not result in a significant diminution of the rights of the California-based Employee. Forum Selection Clauses Favored in California California has long favored contractual forum selection clause that are entered into freely and voluntarily, if enforcement would not be unreasonable because forum selection clauses are important in facilitating national and international commerce. [Verdugo…

Generally, a nonexempt employee must receive premium (or overtime) pay for all hours worked over eight (8) in any day or forty (40) in any week.  (Labor Code §510.)  These requirements apply to every employer in California. Time and a Half Over 8 hours in one day. Employees that work over eight hours in one day must be paid 1.5 times his regular rate of pay for the first four hours worked in excess of eight.  For example, if employee works an 11 hour work day, he will be paid his regular rate for hours 1-8 and then 1.5 times his regular rate for 3 additional hours, representing hours 8-11. Seventh consecutive day of work. If an employee works seven consecutive days, then the employee must be paid 1.5 times his regular…

Employers are experiencing a sharp increase in requests from employees and applicants for workplace accommodations because of a physical or mental disability. There are a myriad of laws and regulations that govern an employer’s duties and obligations when it receives a request for workplace accommodations or knows of an employee in need of workplace accommodations, even if the employee has not requested it. If the employer fails to comply with these laws, it may be found liable for workplace discrimination based on a disability. This is a discussion of an employer’s obligations under California law regarding requests for reasonable accommodation.1 FEHA The California Fair Employment and Housing Act (“FEHA”) applies to any employer who regularly employs five (5) or more persons, including the state, subdivisions of the state and cities. However,…