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Business contracts often play a pivotal role in the future of any business. Based on these negotiations and agreements, companies set their goals and define their expectations for the next chapter. When parties to a contract do not come to an agreement right away, though, there can be some fears about the fate of one or both entities. For instance, MillerCoors and Pabst Blue Ribbon battled up until just before a jury was to decide on their contract dispute before coming to a settlement that cements both companies’ future in the brewing industry. What was standing in their way As sources like the Washington Post report observed, the competing companies have long been involved with each other. For nearly 20 years, MillerCoors has been responsible for brewing Pabst beers. That arrangement was set to expire in 2020 when there would be an option to extend the contract. However, when Pabst notified MillerCoors that it was exercising its option, MillerCoors reportedly said that it did not have the capacity to continue brewing Pabst beers in addition to its own would not extend the contract. Pabst challenged their assertion of limited resources in violation of the option provision and countered that MillerCoors’ decision not to extend the contract was an attempt to put the smaller brewing company out of business. It filed a lawsuit against MillerCoors citing bad faith. Reaching an agreement The dispute made it to court and was heard in front of a jury tasked with making a decision on the contract dispute. However, while the jury was deliberating, the two companies reached their own settlement. The details of the settlement have not yet been made public, but Pabst will reportedly continue to be available for “many, many years to come.” Contract negotiations and crunch time Contract negotiations can be highly sensitive and stressful. As such, preparation will be critical. It’s important to think about the active contracts you may have up for option or renewal in the coming weeks and months and prepare accordingly. This is particularly critical if you have a sense that the other side may be positioning themselves to contest an option or renewal.

Employers have numerous tools at their disposal to protect their business and the elements that make it competitive. One such tool is a non-disclosure agreement, or NDA. An NDA is a contract that prohibits signing party from sharing or otherwise misusing protected information, including the company’s trade secrets (which are usually defined in the NDA). If an employee, for example, shares protected information (whether intentionally or unwittingly) in breach of the NDA, the employer can take legal action to enforce the agreement. Immediately after an alleged breach If you suspect or know that an employee or former employee has violated their NDA, the sooner you act, the better. Immediately, you should collect critical data such as the employee(s), the recipient, and what information was disclosed. Then, take steps to prevent further violations. This can include changing passwords and access credentials, and physically moving any files with sensitive data to a more secure location. Pursuing a legal claim Contacting an attorney right away can also be crucial. The sooner you hire an attorney, the sooner you can stem any damage that may have been done, as well as assess the damages that may have been caused. After reviewing the facts that you collected, your attorney would likely (a) send a cease and desist letter; (b) conduct further investigation either personally or with the help of a private detective; and (3) evaluate whether to file a complaint to recover damages or enforce the cease and desist demand. Focusing on your company’s future In addition to being promptly reactive to a breach of an NDA, you should periodically reevaluate which employees should enter into the agreement and what properties it should include to protect sensitive information. Reminding employees and third parties with an NDA of the repercussions of violations can also be helpful. Knowing what to do after an alleged breach of an NDA can be very difficult, especially in a chaotic environment. However, employers would be wise to refer to the NDA itself and a legal representative for guidance.

Statistics show that people in their 20’s and 30’s comprise a significant portion of most workplaces. These millennial workers often have some experience under their belt, unlike younger employees, and they are typically skilled in navigating technological resources, which can be more difficult for older employees. Considering the crucial role millennials fill in many companies, some California business owners may wonder how they can attract these employees. What are they looking for? This article in Forbes points out some of the most desirable features in a business that millennial employees look for: Valuing employee’s personal attributes Organizational transparency Remote work opportunities Appreciation for work-life balance Innovative, tech-savvy solutions When you consider these features that millennials are looking for in their employment, you might decide to update or revise your own policies or approaches to better align with them. Making workplaces more millennial-friendly For instance, you may decide to invest in more technological services and tools to help your employees get work done more efficiently. Before you start adopting a host of new products and solutions, though, understand that modernizing a workplace can result in new partnerships, policies and vulnerabilities. Consider these decisions carefully to ensure you can continue to protect your business through a transition. For example, you might think about making positions more flexible in terms of location and scheduling, but this can require consideration about the types of workers you hire and how they track their time. You will also want to be mindful of how you might protect information that workers access off-site. Many business owners have started considering how to change their hiring practices to attract talented employees and motivate them with opportunities like promotions. While your hiring decisions are up to you, it’s important that discrimination does not play a role. In other words, don’t hire (or not hire) someone strictly because of their age. As you can tell, making these changes is possible, but you should proceed thoughtfully and consult an attorney or human resources expert. Not only can these changes require significant financial investment, but they can also have legal repercussions and obstacles to consider.

No business owner wants to be sued. However, the fact is that disputes can and do arise involving employees, partners and third parties, despite efforts to avoid them. As such, it is important for owners to prepare for potential lawsuits. Knowing that there are protocols and resources in place to respond to a legal claim can make it less intimidating and overwhelming if the situation does arise. Prioritize good recordkeeping practices Whether a dispute involves an employee claiming unpaid overtime or another entity seeking remedies for an alleged contract breach, having solid records can be vital in protecting the company. This includes timesheets, email correspondence and copies of any contracts or agreements you have. The better your recordkeeping practices are, the more effectively you or your attorney can respond to claims. Err on the side of caution when communicating As this article notes, everything you say or write before and during a lawsuit can be under scrutiny. As such, you would be wise to have a plan in place for how people in the company should communicate. You might ramp up security on email correspondence, for instance, or avoid making overly specific claims that you may not be able to back up. You might also decide to leave all legal communications up to just one person, like a spokesperson or attorney to control the information coming from your company. You can provide directions for others on what they can say should the situation arise. This could include “no comment” or an explanation that they are not at liberty to discuss the details of a lawsuit. Have support Business owners may be experts when it comes to running their business, but they may not know everything about matters like regulatory compliance, contract laws or the legal system. This is why it is crucial to put a support team in place to respond to these complex issues and help minimize potential disputes and repercussions. Having these elements in place before a lawsuit ever arises can make it easier for business to respond to one. They can also allow a business owner to avoid them altogether or resolve them as quickly as possible.

Many employers in small- or medium-sized companies hire family members to work for them. Employers might do this as a favor or because they want to hire someone they can trust. Whatever the reason, employers would be wise to protect themselves and the company in the event of a dispute. There are a few ways to do this: Formalizing agreements. While you may trust your family member implicitly, you should still have in place legally binding contracts that protect your business. This can include non-disclosure agreements, confidentiality clauses and employment contracts that clearly define the scope of employment, among other elements. Don’t be tempted to make informal agreements that are not enforceable. Setting clear boundaries and expectations. Many disputes involving family employees arise because someone thinks someone else crossed a line. The employee might take liberties he or she does not have permission to take; an employer might make the employee feel disrespected with overly informal comments or unreasonable requests. To prevent these altercations, employers should clearly define roles, reporting hierarchies and performance standards. Informing the employee of his or her rights will also be crucial. Having an exit strategy. If conflict arises or if one person decides to terminate the working relationship, having a plan in place can be vital. For instance, you might agree to resolve disputes in arbitration or mediation; you might also discuss protocol for giving notice or termination. Another option might be to hire a family member as a contractor so that there is an end date to his or her work in place. Discussing these and other solutions with an attorney before bringing them to your loved one can ensure you are prepared and have your business’ best interests at heart. Disputes involving employees can be complicated enough; when an employee is a family member, the repercussions of conflict can reach far beyond office walls. As such, employers would be wise to take extra care with attempting to prevent and resolve any issues.

As a business owner, you likely go to great lengths to avoid legal disputes and follow state and federal laws. You may have employment or independent contractor agreements with your workers, and partnership or joint venture agreements with your partners; if there are regulations with which you must comply, you might diligently review them and make any changes necessary to avoid fines and penalties. However, you may not realize that you or your employees are doing something that could land you at the wrong end of a lawsuit claiming you are breaching copyright law. A costly streaming misstep As discussed in articles like this one from Forbes, businesses all across the U.S. are violating copyright laws by streaming music for commercial purposes without the appropriate license. For instance, if you operate a business like a retail store, salon or coffee shop and have music playing to entertain your customers, you might be doing so with a service like Spotify, Apple Music or Pandora. And if you are like over 70 percent of business owners in the U.S., you might think that using a personal account to do this is okay. However, streaming music for commercial purposes without securing a commercial license is a violation of copyright law. Avoiding a lawsuit To avoid a possible legal claim, businesses would be wise to secure a proper license to use a streaming music service for commercial purposes. These services are relatively inexpensive, and some even offer additional features that can appeal to businesses. Is this really such a problem? One survey reveals that playing music out loud without paying for a license to do so lawfully could be taking roughly $2.65 billion away from the artists, composers and musicians who create that music. This staggering number reveals just how big of a problem this really is. And while many companies may not be concerned that they will face legal repercussions for streaming music without the proper license, it is a possibility. There are increasingly sophisticated tools that allow services to identify users who are likely misusing their licenses. As such, making sure you’re in compliance with licensing and copyright laws can help you and your customers get more enjoyment out of the music you play.

If you are considering taking action against an employee, take a moment to consider if that action could be deemed unlawful retaliation. Employment laws prevent an employer from punishing workers (and even job applicants) for “protected activity” regarding certain rights. Before you act, make sure that you won’t end up in a retaliation pitfall. What is a “protected activity?” According to the U.S. Equal Employment Opportunity Commission (EEOC), protected activities may include: Filing a discrimination charge Taking part in a discrimination investigation or lawsuit Requesting accommodations for a disability or religion Reporting illegal activity or unsafe work conditions (whistleblowing) Filing a worker’s compensation claim What are “retaliatory” actions? The EEOC may take a dim view of any negative action against an employee if the employee in question made or participated in a recent discrimination complaint. The U.S. Supreme Court held that negative action includes anything that may deter an employee from filing a claim of discrimination, or even from supporting one. Common retaliation tactics include leaving the employee out or giving them the cold shoulder, demotions or pay cuts, relocating them to another office, threats and verbal or physical abuse by managers or co-workers. What does this mean for you? You may feel as though you can do nothing in this situation, but you can take positive steps. Work with human resources and your management team to make sure the company does not treat any employee differently because of their protected activity. Document all performance issues as you normally would, but do not single out only that employee. Even if you know that your actions are unrelated to the protected activity, you may need to convince a jury that your decision focused on performance issues alone. Criticizing their work more than other employees may turn out to be yet another pitfall. Make sure everyone in your company has the right training on discrimination issues to show that you take these matters seriously. Treating everyone with fairness and respect will keep you out of the courtroom and out of the retaliation pitfalls.

Operating a business in California requires a lot more than finding ways to make money, managing a workforce and coordinating the logistics of delivering a product or service. It also involves knowing and complying with numerous state and federal regulations. When these rules change or new laws are passed, business owners must make the necessary adjustments. Failure to do so can result in costly setbacks and penalties, jeopardizing a business’ future. California business owners should be mindful of the following new laws that went into effect in this year: Sexual harassment claims – Numerous changes to sexual harassment laws will go into effect this year. Among them are requirements for businesses with just five employees to provide sexual harassment training to supervisory and nonsupervisory employees. Another measure makes unenforceable settlement provisions that prohibit parties from speaking out about harassment. Yet another law lowers the burden of proof for employees alleging harassment. Wage requirements – New laws provide clarification for ambiguous terms in the state’s Equal Pay Act. They also prohibit unlawful wage disparities. Further, employers also cannot seek salary history from applicants. They must also provide wage ranges to applicants who request them after a successful first interview. Banning the box – A new law prohibits employers from inquiring into a narrower scope of criminal convictions. Expanding representation on corporate boards – Many companies already know about the new requirement for certain publicly held corporations to have at least one woman on their board of directors. Understand, though, that this must happen before the end of 2019. Corporations must meet additional requirements based on the board’s size by the end of 2021. In general, and typical of California, these and other changes in the law place more responsibilities on employers, not fewer. Employers and owners may therefore need to adjust their workplace policies to meet these new requirements. They may also need to change their employment and operational approaches to ensure they remain in compliance.

As we have mentioned numerous times in previous blog posts, one of the most important responsibilities business owners have is ensuring their company and operations comply with state and federal regulations. This can be easier said than done, however, especially when state and federal laws sometimes seem to say different things. For instance, the trucking industry must comply with Hours of Service regulations designed to keep fatigued, overworked drivers off the road. However, the State of California’s Meal and Rest Break rules (until recently) required truck drivers to have the same meal and rest breaks as other types of employees. That California law, however, was recently amended. What are the rules? According to reports, the Federal Motor Carrier Safety determined that California can no longer enforce these meal and rest break rules. The FMCSA determined that the state’s conflicting regulations created a burden on companies and consumers. It also created confusion when truckers and companies operated in multiple states. As such, the FMCSA granted a petition to preempt the state rules. What we can learn from this situation This is just one example of the confusion that can arise when state and federal regulations vary or conflict with each other. It’s not just an issue for the trucking industry, either. All types of companies must comply with numerous laws and regulations that may not be as straightforward or clear as business owners would like. Rather than expend energy and time trying to translate (or challenge) these rules, business owners can consult an attorney who has the legal knowledge and resources to navigate these complex issues. Securing legal counsel to handle these matters can allow owners to focus on running their business effectively.

In previous posts, we have talked about the various tools business owners can utilize to protect their intellectual property: non-disclosure agreements, patents and copyrights among them. These measures can protect the originality of the work in question and help prevent others from unauthorized use. However, understand that people may still try to copy or recreate your product or service. To more fully protect your product, the author of this Forbes article suggests you try to steal your own work. Designing around protections When it comes to a product you invented, expect there to be competition if the product is successful, the author notes. And that competition may invest a hefty amount of resources in figuring out your product, reverse engineer it and determine what makes it work. This investment can include hiring workers who can work around or recreate a product without using patented materials or designs, for instance. This allows another party to create a similar – but not the same – product without violating any legal protections you have in place. Stepping back to protect more However, if you step back from your product and look at ways other people might recreate or redesign it, you can identify additional points to protect. For instance, you might have the exact product you want, but others might change the shape, color or materials and then sell a similar item without violating your patents. If you also patent those materials, uses and processes, you can give yourself an even greater head start. Keeping it all in check Keep in mind that owning more intellectual property takes more resources and effort. Not only must you figure out what to protect, you should also navigate the systems and applications to secure those protections. You will also have more to protect, which, again, requires resources and effort when enforcing ownership rights. To keep everything in line with the best interests of your business, it can be wise to work with a legal professional skilled in protecting intellectual property. With this type of support, you won’t have to manage the legal details of your intellectual property rights alone, allowing you to focus on other elements of your business.

In today’s economy, employers are likely to hire or partner with people who are not employees; they may be independent contractors or freelancers. Often, these workers are less expensive to hire and give employers more flexibility with regard to staffing levels. That said, the majority of workers at many companies will be regular employees. As such, it is crucial for employers to be clear on the protections and offerings to which employees are entitled under California and federal laws. Protections for employees There are numerous laws that protect an employee’s right to certain protections. Among them are: Minimum wage and overtime pay Meal breaks and rest breaks Workers’ compensation insurance Freedom from discrimination and harassment Access to health care benefits Unemployment benefits Protected status as a whistleblower Job-protected leave under the Family and Medical Leave Act Contractors, freelancers and volunteers are not entitled to these same protections, which is why many employers find that it is easier and more cost-effective to hire them instead of employees. Understand, though, that you cannot simply call someone a contractor or freelancer to justify withholding these protections. The worker must meet certain requirements to be considered something other than an employee, including having control over his or her work and the amount of time he or she will perform services for an employer. The elements to determine whether a worker is an employee in California were recently changed and are slanted toward classifying most workers as employees. On the other hand, calling everyone an employee in an effort to be “safe” would not be wise, either, as you could wind up spending far more money and resources than the law requires of you. To avoid any unnecessary expenses as well as the costly penalties of worker misclassification or employee rights’ violations, employers can discuss with an attorney and questions or concerns they have regarding their legal obligations. Doing so can help you protect your company, your workers and your bottom line.

Parking may not seem like a serious issue to most motorists. At most, it can be an infrequent, sometimes expensive, headache. However, for those in the trucking and transportation industry, parking is among the most stressful parts of a driver’s job. It is also creating considerable challenges with regard to complying with federal regulations and avoiding financial waste, according to a recent report. Why is parking such a problem? Commercial truckers must stop driving after a certain number of hours on the road to sleep and rest. These limits are established in the Hours of Service regulations. When they stop, drivers typically look for safe, authorized parking spots. However, there are not enough of these spots available. As such, drivers can spend at least an hour per trip looking for a place to park safely, which is stressful and results in wasted fuel and lost productivity. Drivers who cannot find a space may continue driving in excess of HOS regulations, or park in an unsafe location like an exit ramp. These decisions can result in hefty fines and possible accidents that lead to catastrophic damages. Unfortunately, there are no easy solutions. Consequently, truckers and trucking companies can struggle to comply with regulations and may be faced with fines and liability issues that could jeopardize jobs and their business. Should these matters arise, resolving them quickly, typically with the assistance of competent counsel, can help minimize the damage. An attorney may be able to help minimize penalties associated with fines or offenses.