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The whole point of taking the time to carefully prepare business contracts prior to signing them is to mitigate the risk of litigation, which can not only hurt a company’s bottom line and reputation, it usually takes months or even years to resolve. As such, business owners will often turn to their legal counsel to help guide them toward contract features that can help reduce the risk of litigation and help facilitate resolutions. One such tool business owners can use to avoid litigation connected to contract and business disputes is a dispute resolution clause — also referred to as an arbitration clause. If negotiated effectively and customized to the contract and parties involved, a dispute resolution clause could become one of your company’s most value assets. What should a dispute resolution clause contain? While it’s always best to tailor a dispute resolution clause to the needs of the parties involved, the most effective dispute resolution clauses will contain carefully worded directions that outline the process by which issues and disputes must be raised to the parties of the contract, which type of alternative dispute resolution method will be used, and any expectations for each party — such as how each party is to behave or how timely matters should be resolved. Is it better to specify arbitration or mediation? The decision of whether to use mediation rather than arbitration is an incredibly difficult question to answer because no business’s situation is ever the same as the next, meaning the decision to include one over the other in a dispute resolution clause depends on what makes the most sense for your business and its bottom line. Naturally, there are as many benefits to arbitration as there are with mediation and certain drawbacks with either method as well that must be carefully considered. Are dispute resolution clauses allowed in California? Thanks to the outcome of Grafton Partners v. Superior Court, 36 Cal. 4th 944 (2005), dispute resolution clauses are possible in California contracts and can go a long way to avoiding lengthy litigation and potentially costly pro-plaintiff verdicts that are common with jury-trial verdicts. However, as with any contract, it’s best to discuss the pros and cons of including a dispute resolution clause with experienced counsel as they often have a better idea of which dispute resolution method works best in specific situations and can help you make more informed decisions in regards to your business.

When a business dispute arises, owners typically want to resolve it quickly, and they don’t want to spend too much money to do so. This can seem impossible to do if your case goes to court, and indeed litigation can be the most time-consuming and expensive way to resolve a dispute. Because of this, many business owners prefer alternatives to litigation. In California, there are numerous alternatives that can be worth considering. Mediation and arbitration are two of the most common forms of alternative dispute resolution, or ADR. While they both allow parties to keep cases out of court, they are distinctly different methods. Mediation Rather than putting their faith in the decision of a judge, jury or arbitrator, mediation is an informal process in which the parties retain control of their own destiny by attempting to reach a mutual resolution with the assistance of a retired judge or attorney specializing in the area of law involved in the dispute. While the mediator aids with communication and unbiased case evaluation, the parties will ultimately reach an agreement (or not) themselves. Mediation may not be a realistic option for highly contentious or complex cases, or cases in which one party feels so strongly about their case that they are unwilling to compromise in any manner. Arbitration Arbitration also involves a neutral third party – an arbitrator – but here the arbitrator acts as a judge and conducts the hearing similar to a judge in court. The arbitrator makes a final decision (without the use of a jury) whose decision is usually final absent vert limited exceptions. While it is quite similar to a court trial, theoretically it moves the case toward resolution much more quickly and is typically more accommodating to everyone’s schedule. On the flipside, arbitrations can be very expensive and usually preclude an appeal process. These and other forms of ADR, which include settlement conferences and neutral evaluation, give disputing parties the opportunity to settle an issue more quickly. Other benefits to ADR include preservation of relationships and confidentiality, which can be important priorities for business owners. It is important to note that sometimes litigation is unavoidable or necessary. As such, it is important to discuss ADR options as well as the possibility of litigation with an attorney experienced in all areas. With legal counsel, you can pursue the desired outcome and avoid any costly or unnecessary missteps.

It takes years to build brand recognition and unique creations from scratch. In the age of the Internet, someone can steal logos, slogans, trade secrets, processes, designs and other forms of intellectual property in an instant. Once intellectual property (IP) is stolen, it can be difficult to contain. An attorney can help you understand and protect your rights after a former employee or competitor has stolen your information. However, businesses can take measures to protect their work proactively. 1. Understand and communicate First, you will need to evaluate the IP that is important to your company. Do you have an essential customer list or unbeatable process? Determine all the information that you want to protect, and communicate that with employees. CEOs, marketing employees, HR workers and possibly all employees should understand that this information must not be shared. 2. Keep it confidential Keep your important information out of the public eye by limiting access. For example, put your manufacturing process in a computer folder with limited user access. Sensitive information should be on a need-to-know basis. You can also make confidentiality contracts mandatory for new and even existing employees. Employees can sign nondisclosure agreements to keep essential industry information safe. 3. Consider your need for trademarks, copyrights and patents You may want to seek legal protections for your work. Registering a trademark can be beneficial to protect intellectual property such as your company name and logo. If your business created an original product, such as software, then you may want to seek patent protection. Copyright protection is helpful for original creations including designs, written content and creative work. If you currently do business in foreign countries, or plan to do so in the future, it is especially important to consider proactive safety measures. Businesses in some countries are notorious for stealing IP. Keep your valuable business information safe by taking these steps and keeping IP protection top of mind.

Today’s workplace culture looks very different than a generation – or even a decade – ago. More specifically, recent movements like the #MeToo movement have put a spotlight on illegal sexual harassment and misconduct, causing many companies to reevaluate their approach to such complaints. Nike is the latest company to respond to allegations of widespread misconduct in the workplace, as well as complaints that leadership in the massive corporation failed to take the situation seriously. Recently, the company’s CEO made a public apology to employees in an all-staff meeting. Responding to similar situations Most companies are smaller than Nike, and they don’t have the same level of international brand recognition that the company has. As such, it may not be necessary or wise to respond to similar situations in a similar manner. The way company leaders respond to similar situations will depend largely on the business itself and the allegations involved. In some cases, it may make sense to release a public statement about a situation and take aggressive steps to make changes. In other cases, dealing directly with employees and managers to enforce existing rules could be just as (or more) effective. Resetting expectations in the workplace No matter how a company ultimately responds to this type of situation, it can be vital to reassess and reset expectations in the workplace in light of harassment allegations. Review harassment policies and consider making changes that reinforce the message that such conduct is not appropriate. For example, employers should make its employees fully aware that statements, no matter how innocent (or even jokingly) that relate to race, religion, sex or sexual orientation are inherently suspect, much less any physical touching or invading a colleague’s personal space, all of which are prohibited in the workplace. Employers must create (or strengthen) procedures that ensure employees can file complaints, as well as specific methods for investigating and responding to each complaint. Employers have a responsibility to protect workers from harassment and other type of misconduct in the workplace. Those who fail to do this can face serious legal penalties and public backlash. To protect your company and your employees, you can discuss any issues related to harassment in the workplace with an experienced attorney. With legal guidance, you can be confident that you have proper channels in place to respond to – and hopefully avoid – situations involving widespread workplace harassment.

One of the most common examples of intellectual property that business owners should to protect it is a name – its business name, product name or, in limited circumstances, the name of a person. Trademarking a name can be more complicated than people expect, especially when disputes arise. Dr. Dre vs. Dr. Drai A few years ago, a Pennsylvania doctor filed an application to trademark the name he uses marketing and branding his medical services: Dr. Drai. His application was challenged by California iconic rap artist and businessman, Dr. Dre. Dr. Dre filed the challenge on the basis that trademarking the name would create confusion between the two parties and lead people to believe there was a connection between the medical doctor and the music mogul. Recently, though, the court dismissed Dr. Dre’s complaint saying that there was not enough evidence to demonstrate that people would be confused or misled about the different good and services. Trademarking a name Trademarking a name is an important way to protect your image, brand and reputation, by registering it and preventing others from usurping it. The first prong can be challenging if a name is not distinctive or if it is not being used for purposes of commerce. In the case of Dr. Dre, the outcome may have been different if the medical doctor did not have immediate plans to use the name for business purposes. With all this in mind, business owners would be wise to discuss with an attorney the process of securing a trademark. This includes determining if the name is already protected, creating a valid application and responding to any challenges that may arise.

One of the most common types of disputes that arise between employers and employees is a dispute involving wages. Whether an alleged violation is the result of an oversight or deliberate actions, it can have serious consequences for the employer – it’s the newest craze by plaintiff’s lawyers. Recently, for instance, Frito-Lay Inc. resolved a wage violation dispute with 254 truck drivers. The company agreed to pay $6.5 million for failure to pay for meal and rest breaks, which are two of the most common areas of an employer’s exposure. Multiple violations In Frito-Lay, the truckers accused their employer of several wage and hour violations, alleging that the company did not keep accurate wage or hour records for the drivers and did not pay the drivers for all the hours they worked. This included paying them during meal and rest breaks, which is required under state law. Meal and rest breaks Compensation for meal and rest breaks has been a divisive issue in California and fertile ground for a lawsuit. Specifically with respect to the trucking industry, employees have been targeting their employers for failing to comply with the California requirement to provide drivers with paid meal breaks every five hours when they are driving and one 10-minute result period for every four hours. Avoiding similar situations Considering that the damages, fines and penalties for wage and hour violations can be prohibitively expensive, it is typically best to avoid such a claim in the first place by working with an attorney to review your compensation policies and ensure they are in line with state and federal laws. If you find yourself on the wrong end of a wage and hour complaint, contact an employment attorney immediately to protect your rights and minimize your exposure.

Driving a truck can be a grueling, demanding occupation, especially for drivers who travel across the country. Not only do drivers face the risk of getting in an accident, they also need to find ways to cope with the long hours of sitting behind the wheel. As such, it is important for trucking company owners to hire people capable of performing the job safely and in accordance with state and federal trucking laws. However, between the shortage of truck drivers and increasing demands on transportation companies, finding drivers who fit these criteria is proving to be quite difficult. That may or may not change if bills to lower the interstate commercial driving age from 21 to 18 are successful. What proponents of the bills say Supporters say that lowering the age for interstate drivers provides valuable opportunities for younger drivers looking for a career in trucking. There is also motivation to lower the age because, as noted in this analysis from the American Trucking Association, people between the ages of 18-20 have the highest rate of unemployment. Lowering the driving age could increase employment opportunities while possibly reversing the driver shortage. What critics of the bills say Critics of lowering the age say that teenage drivers are simply not safe or responsible enough to operate a commercial truck across state lines. They say that teenage drivers are at least four times more likely to be in a fatal crash, and they do not have the driving experience to warrant an interstate license. Instead of hiring younger drivers to address the shortage, opponents of the bills argue, more should be done to keep and attract drivers who fit the current criteria. What this means for trucking company owners today It is not yet known if the bills to lower the age will pass, though we will certainly follow up with any developments. Issues regarding regulations and hiring practices in the trucking industry can be incredibly complicated and divisive. But regardless of where you fall on a particular measure as a trucking company owner, it is crucial that you take seriously compliance with state and federal trucking laws. Should you have questions or concerns about complex regulations or insurance issues, you can consult an attorney.

If you operate a mid-to-large sized business in California, you likely have a diverse workforce consisting of different types of workers. While many of them could be full-time, regular employees, it is becoming increasingly common for such companies to hire freelancers or independent contractors as well. This hiring trend is part of the “gig economy,” which refers to the rising number of people who work in independent or short-term capacities. Due to the fact that this segment continues to grow so quickly, there have been more companies across the country confronted with disputes regarding worker classification. Why classification matters The way an employer classifies a worker is significant for many reasons – particularly in California. First, it can define the longevity of the role. Will a person be on staff indefinitely as a regular employee? Will the person be working for the company for a single project as a freelancer? Is there an end date to his or her employment defined in a contract? Classification also matters because it dictates what (if any) benefits and protections a worker receives. In general, employers are not required to provide things like health insurance, time off or a minimum wage to freelancers and contractors. Further, these workers may not be covered under certain federal laws that protect employee rights in the workplace. Finally, classification reflects the expectations of the role. An employee typically has a manager, a defined schedule and receives specific training. Non-employees often have more control over their schedules as well as the jobs they accept. How the gig economy contributes to employment disputes As discussed in this NPR article, workers in a gig economy can take on attributes of both employees and non-employees. This can make it easy for confusion and debate to arise. California courts and administrative agencies closely monitor how a worker is classified, generally relying on a multi-part test of various elements to determine whether a worker is an employee or independent contractor. Misclassifying a worker can result in a wage and hour lawsuit by the worker, as well as actions by governmental agencies seeking taxes, fees and penalties. Consequently, it is important to properly classify workers to avoid trouble; but if you get into a dispute with a worker or governmental agency, you need to retain an attorney who can aggressively advocate on your behalf to minimize or eliminate the damage.

Intellectual property rights matter, no matter what that property is used for. In an era where every action is an opportunity for a Facebook, Instagram or other social media post to promote your brand, any business needs to remember that copyrights matter. This doesn’t just refer to using a popular internet meme or a screenshot somebody else shared. It could even be an image of you or your company. Singer/celebrity Jessica Simpson currently faces a lawsuit for posting a picture of herself on Instagram. Note that it’s “a picture of herself,” not “her own picture.” Splash News and Picture Agency own this image, and British paper, The Daily Mail, had rights for its limited use. This did not include use by Simpson herself. MEASURING VALUE BY EXPOSURE While most people would think they’d have rights to a photo where they are the subject, Splash News and Picture Agency is a paparazzi company whose business is founded on the sale of rare photographs. Suing for $25,000, the company claims that Simpson’s use of the image reduced its value. As a celebrity photo company, the argument also notes that Simpson’s fans who saw the image on her Instagram post are the same customer base who buy the celebrity magazines the agency does business with. As the Professional Photographers of America explains, photo copyrights belong to the photographer immediately upon creation. Rights then transfer based on permission. Just because The Daily Mail had rights to the image, it did not grant Ms. Simpson the same rights, and she’s not the first celebrity to experience this surprising reality. READING THE FINE PRINT This lawsuit is one of many examples of how business contracts hinge on many parties. It only takes a single violation to decrease the value of a product or service. Any business matter requires careful review to make sure that the owners of property rights are protecting their brand and its use. Misuse of property can be as simple as a social media post or it can be far more egregious.

The processes and products that separate one business from the competition are often quite valuable. Business owners therefore want to be sure that they protect the features that set them apart and give them an edge over their competitors. There are numerous ways California business owners can do this. We discuss a few approaches in this post, though you are encouraged to discuss all your options with an experienced attorney to protect information. Protecting it from unauthorized employees Sensitive information is not necessarily something that needs to be shared with or accessible to every employee, especially in large companies with hundreds of employees. As such, you can protect this information from improper access by keeping a list of authorized users and making sure the information cannot be shared without permission. Placing strong passwords on the material can also be crucial. Protecting it from competitors To keep confidential information or trade secrets from competing entities, you can utilize non-disclosure agreements (commonly known as a “NDA”) or confidentiality agreements with employees. When properly drafted, these clauses can prevent employees from sharing protected information with other companies should they leave your company. Protecting it from the public In addition to the measures mentioned above, business owners can protect information from the public by examining the options for securing a patent, copyright or trademark on appropriate materials to prevent misuse. It can also be wise to pursue alternatives to litigation in the event of a dispute to prevent details about your business from going on the public records. These and other measures can ensure your business retains ownership and control over the elements of your company that allow you to stay competitive. However, if these measures fail or if a party violates them, you may have grounds to take legal action. Doing so may not undo the harm that has been done, but it can hold the appropriate party liable and allow you to recover financial damages.

Mergers and acquisitions are highly complicated business transactions that must be entered into with careful consideration. It is not as easy as a one-time transaction or purchase, and there are financial, employment and organizational implications to think about. As such, it can be prudent to approach growth opportunity discussions with caution. A potential deal could certainly be exciting, but a lot of work goes into these transactions and there is the potential for it to fall apart. Recently, for instance, discussions between Uber and an independent freight logistics company reportedly failed after months of discussions regarding Uber’s purchase of the company. Details on the purported discussions are sparse, but sources say that Uber wanted to acquire Load Delivered Logistics in an effort to expand its reach and offerings in the trucking industry. It is not clear why the discussions came to an end, though some speculate that Uber’s ongoing CEO issues and a particularly strong quarter for the logistics company could have affected the negotiations. While talks between the two companies have ended, this can serve as a reminder that not all merger and acquisition discussions are successful. They can and do fail for a number of reasons, from logistical challenges of reaching a deal to one party’s decision against buying or selling. Whether your company is assessing options for growth into a new area or dealing with internal issues that could jeopardize a transaction, it is important that you identify solutions that minimize disruption and allow you to focus on the future of your company. Considering all that is required in these situations, business owners would be wise to have the guidance and insight of an attorney who understands industry regulations, effective dispute resolutions methods and the challenges of running a business.

In the construction field, contractors face different constraints with publically funded construction projects. One of the limitations of city-funded projects is a local hiring requirement where a predetermined percentage of a project’s workforce must come from the surrounding geographic area to promote the local economy. When creating a bid or reviewing a contract for a publicly funded construction job, check for any hiring restrictions. Local Hiring Currently, Beverly Hills does not have a local hiring ordinance in effect, but the implementation of the Far Chance Initiative for Hiring this summer is a step in that direction. Based on previous enactments elsewhere in the nation, local hiring ordinances have been favorably looked upon by municipal governments. Since 2011, San Francisco has had a local hiring ordinance in place for city contract construction projects over $600,000 or on public land. The ordinance requires contractors to have at least 30 percent of their work hours, per each trade, performed by residents of San Francisco. In addition, at least half of the 30 percent must be enrolled in an apprenticeship program. Before 2011, contractors only had to make a “good faith effort” to hire 50 percent of their workforce from local areas. In order to ensure the ordinance is feasible, the city of San Francisco works provide contractors with qualified employees for each trade. The city targets the ZIP codes of poorer neighborhoods for workers to enter into city-sponsored workforce development programs. Issues with local hiring requirements The purpose of local hiring ordinances is to assist low-income individuals to find a job located near their home to promote the local economy. The practice is beneficial for long-term employment positions, such as civil servants. However, by their very nature, construction projects are not long-term and local workers face unemployment once the project is finished. Additionally, tradesmen do not always live in the communities where the construction is taking place, it may be too expensive and then the hiring requirement is in effect for no reason. In order to balance the cost of sourcing local laborers, contractors can add the labor cost into their bid. Or, if a contractor will not be complying with the hiring ordinance, they may add the penalty for non-compliance into their bid. Contractors and construction companies seeking work in the Beverly Hills area should be on the lookout for any local hiring initiatives as the mid-term elections approach.