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2024

All About the Corporate Transparency Act

Mar 2024

In this installment, as promised in an earlier newsletter, we provide our detailed review of the Corporate Transparency Act (“CTA“).  If you own any portion of any business entity doing business in the United States, you may want to save this email for reference.    As we “go to print,” this legislation is the subject of Read More

New Year’s Nuts and Bolts

Jan 2024

Nuts and Bolts:  Year End and First Quarter Each year bring new challenges and new law changes.  However, the everyday “nuts and bolts” of running a business remain the same.  Here’s a quick checklist of legal issues and opportunities our clients experience in the first quarter.  Perhaps you will recognize some of these from your own Read More

2023

Selling Your Business in California: M&A Review

May 2023

Selling your business can be a significant milestone for any entrepreneur or business owner. However, when navigating the process of selling your business in California, it is crucial to be aware of the legal considerations involved. This blog article provides a review of some of the key legal aspects to consider when selling your business Read More

2022

M&A: Adishian Law Advises on Sale of De Forest Search Partners to Talento, Inc.

Sep 2022

+ “Chris and his team did a great job making sure were protected on all deal points and all on the same page.  He made the process very smooth, expeditious and drama-free! We trusted him as our legal advisor 100%.”— Jill De Forest, Founder & CEO, De Forest Search Partners Transaction Overview:  Our firm served as Read More

Healthcare M&A: Adishian Law Advises on Sale of South Bay Hearing

Sep 2022

Healthcare Transaction Overview:  In another sale transaction involving a leading California healthcare provider, our firm served as exclusive sell-side legal counsel to the Owner of South Bay Hearing and Balance Center.  We also served as counsel to the Buyer at the request of, and with the written consent of, both the Buyer and Seller.  Quotes from Read More

Health care M&A: Adishian Law Advises IPM Medical Group in Sale to Private Equity Firm

May 2022

Adishian Law Group is pleased to announce that Health Care Provider Integrated Pain Management Medical Group, Inc. aka IMP Medical Group has completed its sale to a Private Equity buyer. Terms are confidential. Health Care Experience and Expertise.  Our firm has developed a strong, niche expertise in health care sell-side transactions as well as ongoing Read More

Mandatory Arbitration Agreements: Update on California AB51 – Employer Alert

Apr 2022

This blog post is the latest in our running series covering the ongoing battle over Mandatory Arbitration Agreements in Employment. To recap, On October 10, 2019, California Assembly Bill 51 (“AB 51”) was signed into law, adding Section 432.6 to the California Labor Code. It prohibits California employers from requiring applicants to sign mandatory arbitration Read More

M&A: Adishian Law Advises PI San Francisco on Sale to Predictive Index, LLC

Feb 2022

Adishian Law Group is pleased to announce that PI San Francisco has completed its sale to Predictive Index, LLC. Terms are confidential. ABOUT PI SAN FRANCISCOOwned and operated by our client, “PI San Francisco” was a leading Predictive Index Certified Partner helping leaders and managers of public and private companies throughout California optimize their recruiting and Read More

2021

Adishian Law Group and Adishian Capital Profiled in Southbay Magazine 2021 Trusted Advisors Issue

Nov 2021

EL SEGUNDO, CA (November 1, 2021)— Adishian Law Group is pleased to announce that Adishian Law Group, P.C. and Adishian Capital were profiled in the current issue of Southbay Magazine. As the magazine states, “Adishian Law Group advises clients in two main areas: businesses and business owners with revenues of $10 to $200 million, and Read More

M&A: Adishian Law Advises JMJK on Brandjump Sale

Sep 2021

BrandJump Announces Buyout of Co-Founders Jeff Skippon and Misty Skippon LOS ANGELES — April 9, 2021 — BrandJump a leading ecommerce sales and marketing firm in the home furnishings industry, announced today that it has acquired Partner and Co-Founders Jeff and Misty Skippon’s interest in BrandJump, LLC. Founded in 2014, the Los Angeles-based company has built a Read More

Updates and Observations on California’s Re-Opening

Aug 2021

During the covid-19 pandemic, our firm faced all the same challenges as our clients, while we worked to assist them in navigating the changes and challenges brought on by the pandemic.  We’re proud that we were able to continue delivering a high level of service to our clients throughout 2020.   Firm Updates During the past Read More

2020

Announcement: $6,000,000 Main Street Loan

Dec 2020

We served as Borrower’s counsel on a $6,000,000 Main Street Loan under the Federal Reserve’s Main Street Lending Program. Area of Law: Business ALG Represented: Borrower Transaction Type: Main Street Loan – $6,000,000, Five-year term loan Year: 2020 Transaction Overview: Main Street Loans v. PPP: The Federal Reserve established the Main Street Lending Program (MSLP) Read More

Chris Adishian appointed to the Boards of Malaga Financial Corporation and Malaga Bank, FSB

Oct 2020

We are pleased to announce that Chris Adishian has been appointed to the Boards of Malaga Financial Corporation (OTC: MLGF) and Malaga Bank, FSB.  The full press release is included below. Malaga Financial Corporation Announces the Retirement of Founding Director Leo Lee and Two New Appointmentsto Its Board of DirectorsSeptember 11, 2020 13:31 ET | Source: Malaga Financial Corp. Read More
Legal Update: Redefining Sexual Harassment In California

Jul 2020

Sexual harassment law has changed significantly in California.  For employers or employees needing more information, contact us. Area of Law:  Employment Law General Background:   The California legislature and courts have continued their tradition of showing a willingness to “lead” the country in many areas of law, this time with sexual harassment in the workplace.  In 2018, California passed new Read More

Fed. Judge Extends Order Preventing Ban on Employment Arbitration Agreements (AB51)

Feb 2020

This case is focused on the battle regarding employment arbitration agreements in California. Quoting from the Federal Docket: “MINUTE ORDER issued by Courtroom Deputy C. Schultz for Chief District Judge Kimberly J. Mueller: On January 10, 2020, the court heard oral argument on plaintiffs’ motion to preliminarily enjoin enforcement of California Assembly Bill 51 (“AB Read More

California 2020: Employee v. Independent Contractors, Wage and Hour, Arbitration, Discrimination and more

Feb 2020

Areas of Law:  This newsletter touches on several intertwined areas of business and employment law that are impacted by California’s new laws:  (1)  Employee v. Independent Contractor plus Wage and Hour; (2) Arbitration; (3) Discrimination and (4) Other areas.  Why it Matters?:  In our opinion, any business — whether it has 5, 50, 500 or 5,000 employees Read More

Legal Update: California 2020

Jan 2020

How do businesses navigate the new California laws affecting independent contractors, wage and hour, discrimination and arbitration?  Read on.   Given the many significant changes to California law affecting businesses, this newsletter is longer than usual. Areas of Law:  This newsletter touches on several intertwined areas of business and employment law that are impacted by California’s new laws:  Read More

2019

Adishian Law Group and Adishian Capital Profiled in Southbay Magazine 2019 Trusted Advisors Issue

Nov 2019

Left to Right: Cynthia Sun, Esq., Chris Adishian, Esq., Trevor Zeiler, Esq. (Not Pictured: Laura Mayer) EL SEGUNDO, CA (November 15, 2019)— Adishian Law Group is pleased to announce that Adishian Law Group, P.C. and Adishian Capital were profiled in the Southbay Magazine 2019 Trusted Advisors Issue. As the magazine states, “Adishian Law Group practices Read More

Chris Adishian Speaks on Real Estate Panel at Loyola Marymount University

Nov 2019

We are pleased to announce that Chris Adishian recently spoke at LMU about commercial real estate as part of LMU’s REAG/REAC event. About the Event. On November 7, 2019, Chris Adishian was invited to speak to an audience of students, alumni, colleagues, parents, faculty and staff as part of a panel discussion titled “How to Read More

Chris Adishian Receives Martindale-Hubbell’s Highest Attorney Rating “AV Preeminent”

Jun 2019

We are pleased to announce that the legal profession’s most prestigious rating service has recognized Chris Adishian with its highest Peer Review RatingTM: AV Preeminent Dear Clients and Friends of the Firm, We are delighted to inform you that Chris Adishian has received Martindale-Hubbell’s Highest Peer Review RatingTM. Chris received an “AV Preeminent” rating from his professional Read More

M&A: Adishian Law Group Advises Premier World Discovery on Acquisition of AFC Vacations

Jun 2019

EL SEGUNDO, CA (June 20, 2019)—Adishian Law Group Advises Premier World Discovery on Acquisition of AFC Vacations. Adishian Law Group is pleased to announce that Premier World Discovery has completed the acquisition of AFC Vacations.   The Company’s Press Release regarding the acquisition follows: Redondo Beach, CA – June 20, 2019 – Premier World Discovery announced that Read More

Independent Contractors Under Dynamex

May 2019

General Background The classification of an individual performing services for an operating company has long been an area of ambiguity and contention. Oftentimes, an employer may want to classify a new hire as an independent contractor. Oftentimes, an employee may want to be classified as an independent contractor. The critical hot buttons at issue with Read More

2018 Year End Letter & 2019 Outlook

Jan 2019

The story of Adishian Law Group began 15 years ago, when we first opened our doors in San Francisco’s landmark Mills Building. Back then….we only had 1 attorney, 1 laptop computer and no clients!  Thanks to the support of people like you, some hard work and some good results, we are fulfilling the dream of Read More

2018

Adishian Law Group and Adishian Capital Profiled in Southbay Magazine 2018 Trusted Advisors Issue

Nov 2018

EL SEGUNDO, CA (November 15, 2018)— Adishian Law Group is pleased to announce that Adishian Law Group, P.C. and Adishian Capital were profiled in the current issue of Southbay Magazine. As the magazine states, “Adishian Law Group practices business, employment and real estate law. Their work includes leading mission-critical transactions and litigation, and high-stakes employment Read More

California v. Starbucks

Sep 2018

The California Supreme Court recently ruled against Starbucks regarding its practice of not paying employees for alleged “de minimis” work performed after clocking out. Starbucks had a practice of having their employees perform certain administrative and clean up duties after “clocking out” for the day. The effect was that the employees were not paid for Read More

Independent Contractors

Sep 2018

It’s as Easy as A-B-C, right? Independent Contractors are always a point of tension.  Recently, the California Supreme Court adopted the “ABC” Test to determine distinguish between employees and independent contractors. The classification of an individual performing services for an operating company has long been an area of ambiguity and contention. Oftentimes, an employer may Read More

Adishian Law Group Advises Malaga Bank on Purchase of its Headquarters

May 2018

EL SEGUNDO, CA (May 11, 2018)—Adishian Law Group Advises Malaga Bank on Real Estate Purchase. Adishian Law Group in El Segundo, California is pleased to announce that Malaga Bank, a wholly owned subsidiary of Malaga Financial Corporation, (OTC: MLGF) acquired its headquarter’s office building.  Malaga Bank is a full service community bank headquartered on the Read More

Wrongful Termination

Mar 2018

Wrongful termination is a phrase almost every employer and employee knows.  What is a wrongful termination in California?  What should you do if you experience what you believe is a wrongful termination? Here, Adishian Law Group, P.C. founder and California Attorney Chris Adishian explains what to do if you believe you are facing a wrongful Read More

2017

M&A: Adishian Law Group Advises Pioneer Magnetics on Sale of Business

Dec 2017

EL SEGUNDO, CA (December 31, 2017)—Adishian Law Group Advises Pioneer Magnetics on Sale of Business. Adishian Law Group is pleased to announce the sale of Pioneer Magnetics' power supply business to United States Technologies-Aldetec Holdings Company ("UST-Aldetec"). "This transaction was an opportunity to represent a truly remarkable sixty year old, Santa Monica-based family business that Read More
Adishian Law Group and Adishian Capital Profiled in Southbay Magazine 2017 Trusted Advisors Issue

Nov 2017

EL SEGUNDO, CA (November 14, 2017)— Adishian Law Group is pleased to announce that Adishian Law Group, P.C. and Adishian Capital were profiled in the current issue of Southbay Magazine. As the magazine states, “Adishian Law Group practices business, employment and real estate law. The firm leads mission-critical transactions and litigation, with a focus on Read More

Adishian Law Group Advises On $12 Million New Real Estate Construction and Sale

Sep 2017

EL SEGUNDO, CA (September 30, 2017)—Adishian Law Group Advises Welcome Group on New Real Estate Construction and Sale to Moose Toys Adishian Law Group in El Segundo, CA announces the Closing of a 22,607 gross square real estate construction and sale transaction between our client and Moose Toys.  Our client (“Seller”) built and delivered 2 Read More

Employment Practices Liability Insurance

Sep 2017

Employment practices liability insurance (EPLI) is practically a necessity for a business of any size in California.  Employment practices liability insurance can reduce the risks associated with employee lawsuits in California.  It is important to understand your employment practices liability insurance policy thoroughly before buying it. Where the law is not clear, or you are Read More

Female Director of Client Solutions Files Suit Against Digilant for Disability Discrimination and other claims

Aug 2017

FOR IMMEDIATE RELEASE Female Former Director of Client Solutions Sues Digilant:  Suit Highlights Disability Discrimination, Failure to Provide Accommodation, Failure to Engage in an Interactive Process, Failure to Prevent Discrimination, Retaliation, Wrongful Discharge in Violation of Public Policy and Unfair Competition.  EL SEGUNDO, CA (August 20, 2017) — Samira Judeh filed suit this month in Read More

Mediator’s Proposal

Jun 2017

Over the last few years, we are finding that more and more litigated cases are resolving at mediation through a “Mediator’s Proposal.”  This trend can be seen as a failure of mediation as a dispute resolution process because the parties are not actually resolving the dispute during the mediation.  If the Mediator’s Proposal ends the case though, then Read More

Insurance Broker Fraud

May 2017

Insurance broker fraud unfortunately happens.  Insurance broker fraud can occur when a broker sells you a product different that what you were promised.  Insurance broker fraud also occurs when the individual or brokerage is not licensed to sell the particular type of insurance.  Similar to our post on Contractors, this post suggest some steps to Read More

Unequal Bargaining Power

Apr 2017

This article focuses on the concept of unequal bargaining power.  Unequal bargaining power occurs throughout business and life.  Being aware of when you are facing unequal bargaining power will help you strategize for your best possible outcome and lessen your risk. Case Study:  “Hitching Your Wagon (“Business”) to a Star (“SuperNova”)” Partnering with a dominant Read More

California Leave Laws

Mar 2017

California leave laws are complex. California leave laws are inter-related.   California leaves laws are always changing.  We receive calls all the time from our clients and potential clients asking what is the correct way to handle an employee who has requested leave or is out on leave. This is one of the most complicated areas Read More

Risk Management and Insurance

Feb 2017

If you are an entrepreneur, you need to understand risk management and Insurance.  Risk management and insurance knowledge is essential for any business owner, asset owner or executive charged with running the enterprise. Are you a small business? These days that is generally viewed as any business below $50M in annual revenue.  Are you insured? Read More

2016

Adishian Law Group and Adishian Capital Profiled in Southbay Magazine 2016 Trusted Advisors Issue

Nov 2016

EL SEGUNDO, CA (November 9, 2016)— Adishian Law Group is pleased to announce that Adishian Law Group, P.C. and Adishian Capital were profiled in the current issue of Southbay Magazine. Southbay Magazine (November 2016)[/caption] As the magazine states, “Adishian Law Group practices business, employment and real estate law, and Adishian Capital is a licensed real estate Read More

2015

Adishian Law Group Profiled in Southbay Magazine 2015 Trusted Advisors Issue

Nov 2015

EL SEGUNDO, CA (November 9, 2015)— Adishian Law Group is pleased to announce that attorney Chris Adishian was profiled in the Southbay Magazine 2015 Trusted Advisors Issue. As the magazine states, “Behind every successful individual and company, you’ll likely find a trusted advisor-or a team of them. Professional experts inform you about your options, help you explore new ideas and Read More

Board Member Chris Adishian profiled in Chadwick School COMPASS Magazine

Oct 2015

EL SEGUNDO, CA (October 2015)— Adishian Law Group is pleased to announce that attorney Chris Adishian was profiled in the current issue of Chadwick School’s COMPASS Magazine. CHRISTOPHER ADISHIAN ’87 Like many Chadwick alumni, Chris Adishian ’87 vividly recalls outdoor education. He went rock climbing at Joshua Tree National Park, made two weeklong camping trips Read More

California Non-Compete Agreements, Revisited

Jun 2015

In this latest installment, we revisit the topic of California non-competition agreements (also referred to as California non-compete agreements).  This time the focus is on California Business and Professions Code 16600. In the recent case of Golden v. Cal. Emergency Physicians (9th Cir. 12-16514 4/8/15), the 9th Circuit revisited California’s stark prohibition against non-competition agreements Read More

2014

Adishian Law Group Profiled in Southbay Magazine 2014 Trusted Advisors Issue

Jul 2014

EL SEGUNDO, CA (July 2014)— Adishian Law Group is pleased to announce that attorney Chris Adishian was profiled in the Southbay Magazine 2014 Trusted Advisors issue. As the magazine states, "Behind every successful individual and company, you'll likely find a trusted advisor-or a team of them. Professional experts inform you about your options, help you explore new ideas and discover Read More
Attorney’s Fees Revisited, One-way?

Jul 2014

This article revisits our recurring discussion of attorney’s fees, with a focus on attorney’s fees in contracts. Does California Allow One-Way Attorney’s Fees in Contracts?  The short answer is generally, “No.” Pursuant to California Civil Code 1717 “In any action on a contract, where the contract specifically provides that attorney’s fees and costs, which are Read More

Attorney’s Fees Revisited

Jan 2014

This article focuses on attorney’s fees clauses in real estate leases.  The principles here could apply to any written contract.  Often times, the negotiation of attorney’s fees and the implications of having these clause become the “Game Within The Game:” In California, unless attorney’s fees are provided for by statute or contract, each party will Read More

Attorney’s Fees

Jan 2014

Attorney’s Fees do NOT Count Towards the Jurisdictional Limit in Limited Jurisdiction Cases In California. This article discusses attorney’s fees in one of the rare cases where we would, and have, represented a Plaintiff in a limited jurisdiction case. As every lawyer knows, and most non-lawyers, the California Superior State Court system is divided largely Read More

2013

Adishian Law Group Profiled in Southbay Magazine 2013 Trusted Advisors Issue

Jun 2013

EL SEGUNDO, CA (May/June, 2013)— Adishian Law Group is pleased to announce that attorney Chris Adishian was profiled in the Southbay Magazine 2013 Trusted Advisors issue. As the magazine states, “Your lawyer may be the most important person on your professional team. Whether your legal issue is large or small, a good attorney will inform Read More

Real Estate Development: Adishian Law Group Plays A Key Role In Reshaping El Segundo

Mar 2013

EL SEGUNDO, CA (March 7, 2013)—Adishian Law Group Plays A Key Role In Reshaping El Segundo as Part of Largest Vertical Land Development Project West of Sepulveda Blvd (PCH) in the South Bay of Los Angeles during 2012-2013 Adishian Law Group in El Segundo, CA announces the closing of a real property transaction that will Read More

2012

M&A: Adishian Law Group Serves As Exclusive Sell-Side Counsel to Bay Area Pain Center in Sale to Prospira PainCare

Oct 2012

EL SEGUNDO, CA (October 15, 2012) Adishian Law Group served as exclusive sell-side counsel to Bay Area Pain Center in its sale to Prospira PainCare.  In one of the most significant M&A transactions for a Bay Area healthcare company this year, Prospira PainCare (www.prospirapc.com) announced the acquisition of Bay Area Pain & Wellness Center (“BAPWC”) Read More

Labor Code 2810.5

Jan 2012

Today the Division of Labor Standards Enforcement (“DLSE”) published a template that employers can use in order to comply with the new notice requirements set forth in Labor Code section 2810.5. A Word version can be downloaded here and a PDF version can be downloaded here. www.dir.ca.gov/DLSE All California employers are required to provide a Read More

2011

Unpaid Bonus, Revisited

May 2011

In this article we review an unpaid bonus in the context of an MBO plan.  An unpaid bonus claim is straightforward.  The Company promised the employee a bonus for hitting certain targets.  The employee hit the targets.  The Company failed to pay, resulting in a claim for unpaid bonus.  The unpaid bonus can run from Read More

Wages Revisited

May 2011

In this article we tackle the question:  “Are stock options wages under California law?” The Definition of Wages in California Under California Labor Code §200 wages are defined to include “all amounts for labor performed by employees of every description, whether the amount is fixed or ascertained by the standard of time, task, piece, commission Read More

Real Estate Purchase, Failure to Disclose…No Harm, No Foul?

May 2011

California is home to over 35,000,000 people. With all those real estate transactions happening in the State, it has become common for an allegation of a “failure to disclose” to arise after escrow has closed on a residential sale (e.g. condo or single family residence). This article does not address any failures to disclose in Read More

Minority Shareholder Rights in California, Selling Your Minority Interest: Owner / Employee

May 2011

Selling a minority interest in a privately held business in California must be handled thoughtfully. First, if you are able to sell a minority interest in a privately held business for a profit (whether small or substantial) you are already on a good path. This article addresses some considerations for an individual minority owner who Read More

Minority Shareholder Rights in California, Selling Your Minority Interest: Owner-only

May 2011

Selling a your minority interest in a privately held business in California must be handled thoughtfully. First, if you are able to sell a minority interest in a privately held business for a profit (whether small or substantial) you are already on a good path. This article addresses some considerations for an individual minority owner Read More

Minority Shareholders Rights in California, Privately Held Companies

May 2011

The concept of ownership is deeply woven into the American Dream — e.g. own a home, own public stock, own bonds, own a business — so deeply woven in fact that sometimes “ownership” becomes the goal regardless of the consequences attendant to that “ownership.” Yes, when done properly, with due attention to the risks, rewards Read More

2010

California Non-compete Agreements Revisited

Oct 2010

In this article we revisit the topic of California non-competition agreements  (also referred to as California non-compete agreements). In the recent Silguero case, the California Court of Appeal for the Second District was presented with a twist on a recurring issue….that is, the enforceability of non-compete agreements in California. (See this blog’s earlier post, California Non-Compete Agreements). Summary Read More

Adishian Law Group Adds Social Media Presence with Twitter (@algpc)

Oct 2010

EL SEGUNDO, CA (October 1, 2010)—”We believe that social media is one of the fastest growing methods by which people connect with professional service providers,” says Chris Adishian, President of the Adishian Law Group headquarted in El Segundo, CA. “We look at Twitter as a tool that allows us to better serve our clients,” he Read More

California Overtime

Jul 2010

California overtime law is an area of constant confusion, tension and struggle with employers and employees. Legislation which became effective on January 1, 2000 implemented significant changes to California’s labor laws. One major impact of this legislation is that California has since become a “daily overtime” state. What is the difference between a “daily” overtime Read More

Google Names Adishian Law Group a “Favorite Place on Google”

Mar 2010

EL SEGUNDO, CA (March 1, 2010)—Today Google named the Adishian Law Group as a Favorite Place.  The status of Favorite Place puts the Adishian Law Group in the rarified atmosphere of less than 1 percent of all the estimated 28 million US businesses. This acknowledgment by the world’s largest search engine measures the number of times people found the Adishian Law Group business listing Read More

2009

Unpaid Wages, Unpaid Bonuses, Unpaid Commissions

Jan 2009

Unpaid wages, unpaid bonuses or unpaid commissions all refer to the same basic wrong, the employee was not paid!  Litigation for unpaid wages, bonuses or commissions are among the most frequently filed lawsuits in America. In an earlier blog post, we highlighted that under California statutory law, “wages” are broadly defined, and that case law Read More

Definition of Wages

Jan 2009

What amounts are included in wages? We get variations on this question all the time including, “Is my bonus part of my wages?” The Law Wages are defined under California Labor Code § 200 to include “all amounts for labor performed by employees of every description, whether the amount is fixed or ascertained by the Read More

§ 1031 Exchanges

Jan 2009

What is a §1031 Exchange? Section 1031 provides for “Nonrecognition of gain or loss from exchanges solely in kind: (1) In general. No gain or loss shall be recognized on the exchange of property held for productive use in a trade or business or for investment if such property is exchanged solely for property of like Read More

Commercial Leasing: Surrender and Termination

Jan 2009

In the current recession, commercial landlord’s are just beginning to feel the pressure from tenants seeking rent concession or the outright elimination of their rent obligation. See Wall Street Journal, “Struggling Retailers Press Struggling Landlords on Rent”, January 2009. There is also a rapidly shrinking pool of high-quality “anchor” as major retail chains file bankruptcy Read More

Minority Shareholder Rights in California, Oppressive Conduct by Majority Shareholders

Jan 2009

Minority shareholder rights in California include protections from oppressive conduct by the majority shareholder. California Corporation Code § 1800 provides several grounds for involuntary dissolution. A court may grant involuntary dissolution where (1) “[t]hose in control of the corporation have been guilty of or have knowingly countenanced persistent and pervasive fraud, mismanagement or abuse of authority Read More

Minority Shareholder Rights in California, Breach of Fiduciary Duty

Jan 2009

Minority shareholder rights in California include protections from a breach of fiduciary duty by the majority shareholder. Majority shareholders may be held liable for damages for breach of a fiduciary obligation to minority shareholders, Jones v. H. F. Ahmanson & Co., 1 Cal.3d 93, 81 Cal.Rptr. 592, 460 P.2d 464; Brown v. Halbert, 271 A.C.A. 307, 316, Read More

2008

Got fired?

Aug 2008

If you are about to be fired (or just got fired)…What Should You Do? Whether you see your own layoff on the horizon or think it could never happen to you, it is important to be prepared for a layoff in today’s economic climate. Lawrence Mishel, president of the Economic Policy Institute in Washington, D.C. Read More

California Non-Compete Agreements

Aug 2008

California Non-Compete Agreements: It’s No Contest after Edwards Long-term employment when companies quickly become aware the past for most American workers, especially in the technology forward California economy. Employers have benefited from these changes, by receiving the benefit of rapid flexibility in their employee base and hence cost structure. Employees have arguably benefited in some Read More

2007

Meal and Rest Breaks

Mar 2007

Sometimes employers and employees both find themselves saying, “Give me a break!” Must an employer provide a rest break to a worker during the day? The general rule is that a worker is entitled to a 10 minute rest break for every 4 hours work, and the employer must not prohibit the workers from taking Read More

The “Alter-Ego” Theory aka “Piercing the Corporate Veil”

Mar 2007

Are you considering filing a complaint against a California Corporation for money owed to you or your clients? Who can be held liable? Can only the corporate entity be named as a defendant? Can individual shareholders, directors or officers also be named as defendants? Can the alter-ego doctrine be applied to non-profit corporations? Generally, California corporate law Read More

Minority Shareholder Rights in California

Mar 2007

Are you thinking about investing as a minority shareholder in a company? Perhaps you are thinking about taking on outside investors for your current company? What are your minority shareholder rights as an investor? What should you be concerned about as a majority shareholder? The Minority Shareholder Understandably, minority shareholders often are concerned that their Read More

Sexual Harassment

Jan 2007

Does Sexual Harassment Include Sex? There are two recent decisions that we believe may be very significant for Plaintiffs in wrongful termination actions, particularly gender-based claims. In Miller v. Department of Corrections, California Supreme Court, July 18, 2005, No. 114097, the court was faced with a fact pattern wherein a prison warden promoted women who were Read More

Minority Shareholder Rights in Delaware

Jan 2007

Many venture backed (and other corporations) choose to incorporate in Delaware due to its well-developed law regarding various common corporate issues. One such issue is a shareholder’s right to inspection. 8 Del. C. Sec. 220 The controlling statute governing shareholder inspection rights is 8 Del. C. Sec. 220, which provides that : “(b) Any stockholder, Read More

2006

Employment Law: At Will After Dore

Nov 2006

On August 3, 2006, the California Supreme Court ruled reversed an appellate court ruling that had reversed a trial court summary judgment on behalf of the defendant employer. The Appellate Court ruling would have allowed Plaintiff Dore to bring specific causes of action against his former employer. However, the Supreme Court’s decision, relying heavily on Read More

2005

Arbitration Clauses in Employment Agreements

Jan 2005

Have you been fired from your job? Do you believe that your termination was wrongful? Would you like to file a wrongful termination complaint against your former employer? Does your employment agreement contain an arbitration clause? What is arbitration? Does an arbitration clause preclude you from filing your claim in court? What is Arbitration? Arbitration Read More