Page 4 – Adishian Law

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 want to classify new hires as independent contractors. Oftentimes, employees may want to be classified as independent contractors. The critical hot buttons at issue with the classification are tax withholdings, tax deductions, eligibility for overtime, meal breaks, rest breaks and qualification for benefits.

The ABCs of the Dynamex Decision:

The California Supreme Court adopted the ABC test to determine whether an employee is an independent contractor. As the Court wrote: “Under this test, a worker is properly considered an independent contractor to whom a wage order does not apply only if the hiring entity establishes:

(A) that the worker is free from the control and direction of the hirer in connection with the performance of the work, both under the contract for the performance of such work and in fact;
(B) that the worker performs work that is outside the usual course of the hiring entity’s business; and
(C) that the worker is customarily engaged in an independently established trade, occupation, or business of the same nature as the work performed for the hiring”

Applying the ABC Test:

The burden of proof is on the employer (i.e. the “hiring entity”). That means, if the classification is challenged, then the courts will start with the presumption that the individual at issue is an employee, and the employer will have to prove that the relationship passes the ABC test. Prongs “A” and “C” of the test can usually be satisfied with some planning and controls. However, we believe that “B” will prove to be very challenging for many companies or independent contractors.

How Do You Manage the Risk?:

Business and life is about risks, mitigating risks and managing risks. Litigation arising from misclassification is one of those risks. The first approach a company (or contractor) can take is to set up the work relationship as an employer-employee relationship. The second approach would be to set up the relationship as an independent contractor relationship after running through the test with your legal counsel, and with full appreciation of the risks of misclassification in financial terms. The third approach is to search for insurance to cover this risk. At the present time, we are not aware of any, but new products are being created all the time, so we recommend that employers revisit this issue with their insurance brokers periodically.

About Adishian Law Group, P.C.

Adishian Law Group (https://adishianlaw.com) is a California law firm with a statewide practice in the areas of Corporate law, Employment law, Real Estate law and Mediation Services. As of December 2016, the firm has represented corporate and individual clients located across 22 California counties, 13 States outside of California and 10 foreign countries in over 520 legal matters. Adishianlaw.com is one of the oldest continually operating law firm websites on the Internet. The firm serves its clientele via three offices located in the major business hubs of El Segundo, Palo Alto and San Francisco.

For more information about this case, contact Chris Adishian:

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 Palos Verdes Peninsula. It has branch offices on the Peninsula, Torrance and San Pedro. Since 1985, Malaga Bank has been delivering competitive bank services to residents, businesses and community organizations of the South Bay. The building, commonly known as 1 Malaga Cove Plaza, is part of the iconic Malaga Cove Plaza.

“Every transaction has a story” said Adishian Law Group President, Chris Adishian. “As we learned in the course of the transaction, the vision for Malaga Cove Plaza’s creation dates back to the very formation of Palos Verdes Estates, when the tract map was recorded by…..Bank of America, in late 1923! That’s right Bank of America owned much of the land in this area of Palos Verdes Estates. For perspective, in late 1923, WWI had been over by nearly 5 years, and the Great Depression was about 6 years away. In between, the template was set for this section of Palos Verdes Estates.”

On behalf of our client, Adishian Law Group led the legal work on the transaction from initial exercise of Malaga Bank’s option through Closing. Our services included negotiating, draft or reviewing the following documents: Operative lease with all amendments; Notice of Exercise of Right to Purchase; Purchase and Sale Agreement, along with associated Addendums, Reviewing Title reports, Tract Maps, Chain of Title Documents, Easement Grants and Purchaser’s Closing Instructions.

About Adishian Law Group, P.C.

Adishian Law Group is a California law firm with a statewide practice in the areas of Corporate law, Employment law and Real Estate law. Adishianlaw.com is one of the oldest continually operating law firm websites on the Internet. The firm serves its clientele via three offices located in the major business hubs of El Segundo, Palo Alto and San Francisco.

For more information about this transaction, contact Chris Adishian:

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 termination in California.

Transcript:

If you’ve been wrongfully terminated, and if you had the opportunity, the first thing you should do is take notes, and detailed notes, of your meetings during your termination session. That could be usually with HR or with HR and your manager. If you didn’t have a chance to take notes, and you’ve already been terminated, that’s fine. The next thing you should do is make sure you don’t sign any settlement agreement or severance agreement or any paperwork without talking with an attorney first. And then the last thing you should do before calling us, is make a detailed chronology of key events, witnesses, and timeline from the date of your recruitment, through your on boarding, your employment, all the way to the termination. Once you have that together, give us a call and we’ll set up a meeting for you with one of our attorneys. You can reach us at (310) 726 0888 or (415) 955 0888 or (650) 646 4022.

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 designs, manufactures and sells mission-critical power supply products to a global customer base” says Attorney Chris Adishian.

On behalf of our client, Adishian Law Group led the legal work on the transaction from initial letter of intent (LOI) through Closing. “Like many family business sales, this transaction involved many stakeholders, and we coordinated our representation with other attorney retained to advise the shareholder’s family on matters relating to the sale” stated Adishian.

The firm’s work included included negotiating, draft or reviewing the following documents: Letter of Intent, Deal Memo, Asset Purchase Agreement, Schedules, Escrow Agreement, Bill of Sale, IP Assignment and Assumption Agreement, Transition Services Agreement and a variety of post-Closing matters.

About Pioneer Magnetics

Founded in 1957 by Dr. Allen B. Rosenstein, over the course of 60 years Pioneer Magnetics built a global business designing and manufacturing the highest quality switching power supplies. PMI’s power supply business offers low voltage and high current products ranging from < 1,000 Watts to > 30KW per box. COTS, isolated and non-isolated, intelligence as well as “thousands” of combinations, such as racks/power shelves, are available in standard and unique sizes.

About UST-Aldetec

UST-Aldetec is a consolidation of companies brought together to provide superior services and products to our Defense and Commercial customers. Together they are expert at RF detection, Frequency Conversion, Broadband Amplification, Power management, and repair/re-engineering of subsystems for obsolescence mitigation and extending system lifetime. UST-Aldetec teams can design, manufacture and support products seamlessly and rapidly. Their design turn averages less than 6 months from receiving a specification. Our goal is to provide high quality subsystems to our customers at an affordable price, and to keep them running with an exceptional MTBF. UST-Aldetec is a certified small business, AS-9100 certified with over 40,000 Square feet of manufacturing space.

About Adishian Law Group, P.C.

Adishian Law Group is a California law firm with a statewide M&A practice led by Chris Adishian. To see other transactions, please view our Case Studies and review other M&A Press Releases.

For more information about this transaction, contact Chris Adishian:

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 high-stakes employment cases involving highly compensated professionals. Adishian Capital is a licensed real estate brokerage that provides property management services and select brokerage services. Owner Chris Adishian earned his bachelor’s degree in mathematical economics at Berkeley and law degree from Loyola Law School.”

What’s most rewarding about your work?

“Our clients inspire us—they’re proven leaders in their industries and professions, and we’re privileged to work on their behalf.”

What can our readers learn from your most successful clients?

“They are committed to improving their decision-making process in business and life. They understand that the two great equalizers are: (1) time and (2) decisions. Over time, the compounded result of good decisions (and avoiding the compounded result of bad decisions) dwarfs any legal fees. Quite often the best decision is to ‘not do’ something. Making that decision is just as important as the decision to ‘do’ something.”

What is the most valuable skill you offer clients?

“My individual core skill set is along the lines of an ‘expert generalist’. When we look at a challenge or opportunity, we bring the legal expertise. That’s foundational. Along with our legal advice, we bring deep knowledge and multidisciplinary experience, which come together to inform the client’s business or litigation strategy and execution.”

Southbay — Chris Adishian, Founder
Adishian Law Group, PC
Adishian Capital

What would you want potential clients to know about you?

“The law is ultimately a ‘helping’ profession, and that’s why we are here—to help our clients. We also have a tremendous amount of free informative content on our website and on our YouTube channel, to help anyone seeking to learn more about California law in the areas that we practice.”

What is unique about how your two firms work together?

“For clients active in real estate—owning, buying, selling, leasing or exchanging—our combination of a real estate law firm with an affiliated property management firm is unique. We can deliver tremendous value and provide relationship continuity.”

What are the last three books that you’ve read?

“Other than children’s books for my kids (laughing), ‘The Undoing Project’, ‘Hillbilly Elegy’ and ‘Business Adventures’. I frequently reference Warren Buffett’s ‘Owner’s Manual.’”

Click this link to read the full-color original.

To arrange a call with Adishian Law Group or for more information about this article appearing in Southbay Magazine 2017, please Contact Us.

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 free-standing shell office buildings with each building comprised of 2 condominium units. In addition, Seller built and delivered a companion parking structure totaling approximately 345 parking spaces, some of which are licensed to Moose Toys. This project is located within Campus El Segundo development. El Segundo remains a very attractive real estate destination for companies or investors around the world.

On behalf of our client, our firm led the legal work on the transaction from PSA through Closing. Our work included negotiating, drafting or reviewing the following documents: Purchase and Sale Agreement; Temporary Access Agreement; Contracts for Construction; Assignment of Purchase Agreement; Short Form Deed of Trust; Escrow Instructions and Amendments; Parking License Agreement; Reciprocal Access Agreement; Notice of Completion; Owner’s Affidavit; Grant Deeds; HOA deeds and 1031 Exchange related documents.

About Adishian Law Group, P.C.

For more information about this transaction, contact Chris Adishian:

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 in an area with a lot of litigation, that often translates into financial risk in the form of litigation costs. One way to mitigate the risk is to obtain insurance.

For medium to larger employers, a good employment practices liability insurance (“EPLI”) should be considered with the advice of your insurance agent and legal counsel. There are a lot of provisions to reviews, some of the critical ones are:

Choice of counsel: This is very important. Do you get to pick or the insurance company?
Deductible/Retention: How much is it?
Duty to Defend: What triggers the insurance company’s obligation to defend the claim?
Costs of Defense: Is it total cost, or just a fixed dollar sum?
Liability Coverage: What is covered? What is not covered (exclusions)? What is the cap?

California employers should review their EPLI coverage on a regular basis with an experienced employment lawyer and insurance agent on a recurring basis.

About Adishian Law Group, P.C.

About Adishian Law Group, P.C. Adishian Law Group (https://adishianlaw.com) is a California law firm with a statewide practice in the areas of Corporate law, Employment law, Real Estate law and Mediation Services. As of December 2016, the firm has represented corporate and individual clients located across 22 California counties, 13 States outside of California and 10 foreign countries in over 520 legal matters. Adishianlaw.com is one of the oldest continually operating law firm websites on the Internet. The firm serves its clientele via three offices located in the major business hubs of El Segundo, Palo Alto and San Francisco.

For more information about this case, contact Chris Adishian:

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 San Francisco Superior Court against Digilant, Inc. (Digilant), a marketing technology company that assists in programmatic media buying. The suit accuses Digilant and its employees of 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.

According to the Complaint, soon after learning that Samira would have to be out of the office for doctor’s appointments on a recurring basis, “Chris Cooper, Digilant’s Vice President of Sales at Digilant began harassing Samira. He was demanding, belligerent and made sarcastic comments to Samira.” Samira informed the Chief Operating Officer that Cooper was “harassing her.”. Nothing was done. Soon thereafter, Samira heard Cooper tell Digilant’s Director of Sales Accounts, “I don’t give a shit what she has going on medically. She’ s a bitch!”

In early May, Samira informed Digilant’s Chief Operating Officer him that she had “been diagnosed with a medical condition and that she would need to go to more doctor’s appointments.” Approximately three weeks later, Digilant terminated her, allegedly for the reason that there was a reduction in work force.

The lawsuit seeks damages for lost wages (front and back pay), benefits and career opportunities, special damages, punitive damages, interest and attorneys’ fees and costs. Digilant has since removed the case to the United States Federal District Court, Northern District of California. Click here for a copy of the Complaint.

“We’re eager to commence discovery to determine what actions, if any, Digilant took once it was on notice of Samira’s medical condition to engage in a good faith interactive process with her or to provide an accommodation. We also interested to learn what steps the Company took to prevent discrimination against Samira and whether or not the Company retaliated against Samira.” says Chris Adishian.

About Adishian Law Group, P.C.

Law Group (https://adishianlaw.com) is a California law firm with a statewide practice in the areas of Corporate law, Employment law, Real Estate law and Mediation Services. As of December 2016, the firm has represented corporate and individual clients located across 22 California counties, 13 States outside of California and 10 foreign countries in over 520 legal matters. Adishianlaw.com is one of the oldest continually operating law firm websites on the Internet. The firm serves its clientele via three offices located in the major business hubs of El Segundo, Palo Alto and San Francisco.

For more information about this case, contact Chris Adishian:

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 that does make a successful mediation, even if not as originally envisioned.

What is a Mediator’s Proposal?

A “Mediator’s Proposal” is exactly what is sounds like. It is a proposal to settle the case that comes from the Mediator. How does that happen? Typically a “Mediator’s Proposal” arises after a full-day of mediation and the parties have been are unable to reach a settlement. As a last ditch effort prior to resuming litigation, the parties empower the Mediator to make a settlement proposal which each side then has time to consider — i.e. the “Mediator’s Proposal”.

“But I thought Mediator’s Could Not Decide Cases”

They typically cannot, even with a Mediator’s Proposal. It is just a proposal. Either side may accept or reject the Mediator’s Proposal. If the both sides accept, then the case is settled. If EITHER side rejects the Mediator’s Proposal, the case proceeds to trial without either side knowing if the other side accepted.

Keys to a Successful Mediator’s Proposal

By the end of the day an effective mediator (1) will have established trust and respect with each parties and (2) will understand either (a) what a case is worth, or (b) more practically, the number where the parties will likely agree to settle. If the parties don’t trust the mediator (for whatever reason) or the mediator misunderstands the parties’ settlement ranges, the Mediator’s Proposal will likely fail. However, if the Mediator has established trust and respect, then his or her opinion of the case will carry weight with the Parties and their counsel, and in some cases will provide adequate “cover” for the attending party with the “powers that be” on the respective parties’ sides.

About Adishian Law Group, P.C. Adishian Law Group (https://adishianlaw.com) is a California law firm with a statewide practice in the areas of Corporate law, Employment law, Real Estate law and Mediation Services. As of September 2016, the firm has represented corporate and individual clients located across 22 California counties, 13 States outside of California and 9 foreign countries in over 480 legal matters. Adishianlaw.com is one of the oldest continually operating law firm websites on the Internet. The firm serves its clientele via three offices located in the major business hubs of El Segundo, Palo Alto and San Francisco.

For more information about this case, contact Chris Adishian:

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 protect yourself from insurance broker fraud.

“With friends like these”. We recently handled an insurance broker fraud case where the clients had “friends” who represented themselves as legitimate insurance brokers for a large, national company. Persuaded by these “friends,” the clients cashed out existing investments and bought the new policies – relying on representations that these would be suitable and our clients would pay a one-time premium. Yet, a year after paying the initial premium (a six-figure sum), our clients received invoices from the insurance carrier demanding additional, costly annual payments that had never been disclosed. These brokers got the commissions, and our clients were stuck in unsuitable policies that they could not afford. If our clients did not continue to pay, they would lose all their money previously paid. When they asked their “friends” for help, the “friends” said that our clients could cancel the policies, again resulting in a total capital loss. That’s when we got the call.

Always Check Credentials and Licenses. During our investigation we discovered, of the broker and sales reps involved, two were not even licensed to sell life insurance from the carrier during the time period when the policies were marketed and sold, while the third was not licensed at all! Similar to real estate brokers and licensees, the State of California provides a website where you can check an insurance broker’s or salesperson’s license status here.

About Adishian Law Group, P.C.

Adishian Law Group (https://adishianlaw.com) is a California law firm with a statewide practice in the areas of Corporate law, Employment law, Real Estate law and Mediation Services. As of November 2015, the firm has represented corporate and individual clients located across 22 California counties, 13 States outside of California and 9 foreign countries in over 480 legal matters. Adishianlaw.com is one of the oldest continually operating law firm websites on the Internet. The firm serves its clientele via three offices located in the major business hubs of El Segundo, Palo Alto and San Francisco.

For more information about this article, contact Chris Adishian: