Filed Statements of Information Are Now Viewable on the Secretary of State Website

Posted by on Jan 3, 2017 in Newsflash | 0 comments

California law requires all corporations and limited liability companies to file a Statement of Information with the Secretary of State.  The Statement of Information updates an entity’s basic business information, such as the company’s principal address and the identification of current management (directors, officers, or managers).  The information contained in the Statement of Information is a matter of public record. Previously, the only way to access a company’s filed Statement of Information was to complete a record request with the Secretary of State, which would take approximately three weeks to complete.  This was often a burdensome process, especially when the information needed was time sensitive for banking, leasing or other operational purposes. Thankfully, the California Secretary of State recently updated its website and now offers all companies’ Statements of Information in a downloadable pdf form.  The Statements of Information will automatically be viewable when a business search is conducted at the following web page: https://businesssearch.sos.ca.gov/.  The available Statements of Information include the two most recently filed Statements of Information. As an additional reminder, Statements of Information are due annually for corporations and bi-annually for limited liability companies.  Failure to file, or late filing of, a Statement of Information will result in a $250.00 penalty, as well as a suspension of the entity’s “active status.”  If you need assistance with the filing of a Statement of Information or have other corporate governance compliance issues, the attorneys at Navigato & Battin are here to provide...

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California’s New Employment Laws- 2017

Posted by on Jan 3, 2017 in Newsflash | 0 comments

With the New Year comes a slew of new California employment laws that will dramatically affect certain businesses throughout the state.  It is advised that all California employers review the new laws below and implement the necessary changes, or speak with Navigato & Battin to find how such laws will affect your operations in 2017 and beyond. AB 2883 – Alters Workers’ Compensation Exemptions Prior law allowed officers, directors and working shareholders/members to be exempt from workers’ compensation coverage.  Under the new law, officers, directors and shareholders/members must own at least 15 percent of the outstanding stock or other ownership interests of the company to be exempt, and they must file a waiver under penalty of perjury stating that they meet these qualifications.  The revision has also removed the exemption which allowed ownership interests held in revocable trusts to be treated as a shareholder/member’s individual interest for workers’ compensation purposes.  Under the new law, if the ownership interests are held in a revocable trust, the shareholder no longer qualifies for the exemption. AB 1676 – Wage Discrimination California law prohibits an employer from paying an employee a wage rate less than the rate paid to members of the opposite sex in the same company for work which requires equal skill, effort, and responsibility under similar working conditions.  AB 1676 expands this law by establishing that an employee’s prior salary cannot, by itself, justify any inequality in compensation. AB 1063 – Wage Differential As explained above, the current law prohibits employers from paying its employees at a rate less than the rates paid to employees of the opposite sex for substantially similar work.  This law expands the prohibition of wage differential to include an employee’s race and ethnicity. AB 2535 – Itemized Wage Statements This bill clarifies Labor Code section 226 and specifies that employers need not list the number of hours worked on wage statements for any employee who is exempt from minimum wage and overtime requirements. SB 1241 – Choice of Law and Venue in Arbitration Agreements California employers are now unable to require their employees to arbitrate employee/employer disputes in another state or use a different state’s law to control the arbitration with respect to claims arising in California. AB 908 – Expansion of Paid Family Leave This bill increases the amount of benefits paid to employees on paid family leave and state disability leave from 55 percent to either 60 or 70 percent, depending on the applicants’ income. SB 1001 – Immigration Documentation Under this law, employers are prohibited from engaging in any of the following practices with respect to an employee’s or applicant’s citizenship, immigration status, and right to work: Requesting more or different documents than are required under Federal law. Refusing to honor documents that reasonably appear to be genuine. Refusing to honor documents or work authorization based on a specific status or term that accompanies the authorization to work. Attempt to reinvestigate or re-verify an incumbent employee’s authorization to work using an unfair immigration-related practice. Employers violating these restrictions can pay penalties up to $10,000. AB 2337 – Notice of Domestic Violence Protection Employers with 25 or more employees must provide employees with written notice about their rights under California’s domestic violence protection laws.  The Labor Commissioner will establish a notice for employers...

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Federal Overtime Rule Will Not Take Effect On December 1, 2016

Posted by on Dec 2, 2016 in Newsflash | 0 comments

In May 2016, President Obama signed into law a measure that would increase the federal white-collar overtime exemption under the Fair Labor Standards Act (“FLSA”).  The law was supposed to take effect on December 1, 2016, and would prevent workers from being denied overtime pay under the white-collar exemption if they made less than $913 per week or $47,476 per year for a full-time employee. However, on November 22, 2016, a federal district court judge in Texas placed an injunction on the Department of Labor’s overtime rule revision, thus delaying the revision’s December 1st effective date.  While this ruling does not invalidate the new law, it does cast doubt on whether the overtime revision will move forward and when. While this ruling does not invalidate the new law, employers are not required to comply with the increased salary for exempt employees while the injunction is in place.  As always, the attorneys at Navigato & Battin will keep you informed of any developments and the impact it may have on your...

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What is the Statute of Limitations and Why is it Important?

Posted by on Dec 1, 2016 in Newsflash | 0 comments

In litigation, the “statute of limitations” is an important doctrine, but what does it mean for you or your company? The statute of limitations is a rule that places a deadline on the time frame in which a party can pursue a claim against an alleged wrongdoer.  Statute of limitations vary depending on the type of legal claim (or “cause of action”) involved.  However, once the deadline expires, the legal claim normally can no longer be pursued in a court of law.  The rule imposes these deadlines to ensure that parties are pursuing their claims in a timely manner and to safeguard against an indefinite threat of legal action against the alleged wrongdoer. Thus, if you or your company has a potential claim against an individual or entity, it is important that you timely pursue the claim or else you may lose your right to do so.  Below are the California statute of limitations for many common legal actions: Breach of Contract Oral Contract – Two years from the date the contract was breached. Written Contract – Four years from the date the contract was breached. Fraud/Deceit/Intention Misrepresentation – Three years after the victim discovers or should have discovered the facts constituting the fraud or mistake. Libel or Slander – One year after the wrongdoer first published the defamatory statement to a person other than the victim. Property Damage – Three years from the date the damage occurred. Collection of Rents – Four years from the date of nonpayment. If the lease agreement is oral a party has two years from the date of nonpayment to pursue the claim. Collection of Debt on Account – Four years from the date of nonpayment. If the debt agreement is oral the party has two years from the date of nonpayment to pursue the claim. Personal Injury – Two years from the date of the injury. If the injury was not discovered immediately, the statute of limitations is one year from the date the injury was discovered. In some instances, the statute of limitations may be tolled or paused.  However, these instances are extremely limited, for example the deadline to file a claim may be paused when the alleged wrongdoer is a minor, out of state, in prison, or insane. In civil litigation, it is important to comply with the deadlines imposed by federal and California laws.  If you have or your company has a potential legal action against someone or has been served with a complaint, the attorneys at Navigato & Battin can assist you in evaluating your options.  The sooner this happens, the...

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Clinton or Trump? Ensure Your Company is Complying with Time Off to Vote Obligations

Posted by on Nov 1, 2016 in Newsflash | 0 comments

As Election Day quickly approaches and this heated election season finally comes to a close, it is important for employers to comply with California’s requirements for providing their employees time off to vote.  Pursuant to California Election Code §14000, employees who have sufficient non-working time to vote are not entitled to additional time off.  However, if an employee does not have sufficient time outside of his or her normal working hours to vote, then the employee is permitted to take time during working hours to do so.  The Code sets the following parameters for such time off: Notice – The employee is required to provide notice to his or her employer of the need for time off to vote at least two working days in advance to arrange the time off. Time to Vote – Employees must take time off for voting at the beginning or end of their regular shift, whichever allows the most free time for the employee to vote and the least time off from the regular working shift. Paid Time – Employees may take up to two hours of working time to vote without loss of pay. Make sure to keep these rules in mind when employees submit requests for time off to vote.  If you have any questions regarding your employees’ leave requests and you would like to know your options and rights, feel free to contact us to discuss your specific...

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Travis M. Bray Promoted to Partner

Posted by on Nov 1, 2016 in Newsflash | 0 comments

Navigato & Battin LLP is pleased to announce that Travis Bray is now a partner with the firm.  Travis has been with the firm as an associate attorney for over 11 years and will join the ranks of partner attorneys, Dan Navigato and Mike Battin.  “Mike and I have been the only partners of the firm since its inception in 1997,” said Dan Navigato of the promotion.  “Just as we are committed to forging long lasting relationships with our clients, we are equally committed to fostering relationships with the attorneys who are responsible for our success.  Travis has been instrumental in satisfying our commitment to our clients and we want to recognize him for his effort and loyalty.”  According to co-founder Mike Battin, “Travis is one of the best attorneys I have encountered.  He has the unique ability to critically analyze complex issues yet communicate practical solutions to our busy clients.  We are extremely fortunate to have him working with us and are honored to call him partner.” Travis Bray earned his undergraduate degree from the prestigious Pomona College.  While in college he played basketball for the Pomona Sage Hens.  Mr. Bray attended law school at California Western School of Law where he graduated Magna Cum Laude.  He is married to his law school sweetheart Kathy and is the proud father of two girls. Join us in congratulating Travis on his new position.  It is well...

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Governor Jerry Brown Signs Law Preventing Employers from Requiring Employees to Arbitrate Disputes Outside of California

Posted by on Oct 3, 2016 in Newsflash | 0 comments

California Governor Jerry Brown recently signed into law SB 1241, which regulates arbitration and choice of law provisions in employee contracts.  Under the new law, California employers will be unable to require their employees to arbitrate employee/employer disputes in another state or use a different state’s law to control the arbitration. As a requirement of employment, many companies have their employees sign employment agreements which include provisions stating that any dispute arising from or relating to the employment relationship must be resolved in arbitration rather than through the court system.  Some of these provisions provide that the arbitration must be held in other states and/or that they will be governed by another state’s law.  Prior to SB 1241, this was permitted.  The California legislature argued that the prior law disadvantaged workers because it required them to travel to other states to engage in the arbitration process and subjected them to the potentially employer-favored laws of other states.  The new law seeks to prevent companies from trying to circumvent California’s employee-favored labor code in order to resolve disputes in states with laws less favorable to employees. The attorneys at Navigato & Battin strive to keep you apprised of all new employment laws which may affect your company.  If you have any questions regarding your employee contracts, feel free to contact us to ensure your company is complying with all California labor laws.  If your employment agreements happen to contain provisions which require out-of-state arbitration or attempt to apply the laws of states other than California, you need to be sure to have the contracts reviewed and modified to comply with the new...

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U.S. Supreme Court Agrees to Hear New York Case on Permissibility of Credit Card Surcharge Restrictions

Posted by on Oct 3, 2016 in Newsflash | 0 comments

Whether you know it or not, a number of states have laws on the books which either prevent or significantly restrict vendors’ rights to impose a surcharge on customers who use credit cards to pay their bills.  In other words, businesses in many states are prevented from charging customers who pay with credit cards more for a purchase than those who pay with cash or check.  So, if your business has to pay American Express®, Mastercard®, or Visa® six percent of the transaction as a so-called “swipe fee,” and you attempt to pass that charge on to your customer by adding that swipe fee onto the transaction, you could be violating the law.  California has such a law, Civil Code §1748.1, but its status is currently up in the air as a result of a federal court’s ruling that the statute is unconstitutional.  The case is currently on appeal, and California’s attorney general has indicated that while the case is working its way through the court system it will not attempt to enforce the law. There is a somewhat similar case that has been working its way through the New York court system as well.  Similar to the California law, the New York version of the law says that while it is ok to offer a customer a cash discount for paying with any form of payment other than a credit card, it is not ok to charge more for a credit card purchase.  This seems like no more than a game of semantics- after all, a business could charge a consumer $3.50 for a cash transaction and $4.00 for a credit card transaction, and the transaction would be legal if the good were priced at $4.00 with an offer to knock the price down to $3.50 for a cash payment but would be illegal if the price were set at $3.50 and increased to $4.00 for a credit card transaction.  Notice that the consumer pays the same amount either way depending on the method of payment.  Credit card companies are firmly in favor of the law, which they believe increases the likelihood that credit cards will be used (thus providing the companies with additional swipe fees, the lifeblood of the credit card industry). The U.S. Supreme Court has agreed to take up the case.  While the case may not resolve all issues relating to credit card surcharges and whether state laws banning or restricting them are valid and enforceable, it will lend some guidance on how these issues will play out and could play a significant role in shaping future laws in California.  More directly, the ruling will affect how you are allowed to interact with any customers you may have in New York, California, or other states with similar laws.  NavBat will continue to monitor the issues surrounding credit card surcharges and will keep you up to date as these cases and laws develop.  In the meantime, if you have any questions relating to credit card surcharges or policies, please do not hesitate to give us a...

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Are Negative Yelp Reviews Hurting Your Business Reputation?

Posted by on Sep 2, 2016 in Newsflash | 0 comments

In today’s internet-focused world, most businesses are expending time and resources to increase their online presence.  Many of these social media accounts are maintained by the company itself, allowing the company to exert a basic level of control with respect to the information disclosed.  There are, however, a number of third party “customer review” websites such as Yelp®, Glassdoor®, Urbanspoon®, Angies’ List®, etc., which are growing in popularity and being relied on more and more by consumers in making decisions as to where their money will go.  These sites allow customers to post their personal reviews of a business, product, or service, purportedly to assist others in making decisions on which restaurant to try, which company to work for, or which product to buy. While positive reviews can significantly boost business, negative reviews can lead to the demise of a small business.  Most of these websites have policies and procedures in place to provide at least cursory reviews of the posts to ensure they are not blatantly false.  However, these policies are almost uniformly loose and extremely “poster” friendly, meaning that most posts are approved and featured on the company page while relatively few would be deemed so blatantly false as to be removed on the website’s own initiative. Every company will undoubtedly receive some negative reviews during its life, whether true or untrue.  This is just a cost of doing business in the modern era.  Although wanting to immediately sue the poster may be the first reaction, it is not necessarily the most effective solution.  Through our experience with such posts, it is very difficult to get the bulk of these customer review websites to remove the posts.  Most of the website rely on the 1st Amendment for protection.  Additionally, many of the reviews are opinions and do not meet the legal definition of “defamation.”  Defamation occurs when a person publishes a false factual statement that causes damage or injury to the reputation of the subject of the statement.  Thus, mere opinions, no matter how damning they may be, are generally protected forms of speech which may not form the foundation for a defamation claim.  For example, if a reviewer wrote: “the food at the restaurant tasted like it was old,” this would be considered an opinion.  On the other hand, if a reviewer wrote: “this restaurant serves 3 day old food,” it would more likely be considered a statement of fact which would expose the reviewer to potential liability.  However, even if a defamatory statement is made, many of these sites allow their users to remain anonymous.  Therefore, attempting to determine the actual identity of the posters is extremely difficult and costly.  Litigation should only be utilized in extreme circumstances where a review or group of reviews is causing noticeable harm to your bottom line or reputation. In the event the negative review posted about your company does not necessitate litigation, there are some other steps the company can take to minimize the impact of negative reviews.  First, if the company feels that the post violates the websites’ (Yelp®, Glassdoor®, etc.) terms of use, the company can flag the review and it will be re-reviewed to ensure full compliance.  Second, these “customer review” websites allow the company to respond to the negative reviews.  This is advantageous because...

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Federal “Defend Trade Secrets Act” Requires Notice Obligations for Employers

Posted by on Sep 2, 2016 in Newsflash | 0 comments

On May 11, 2016, President Obama signed into law the Defend Trade Secrets Act of 2016 (“DTSA”).  Prior to this new law, any claim for misappropriation of trade secrets was governed solely by state law as there was no federal cause of action.  The DTSA is an effort to make a uniform set of laws which employers and businesses can rely on regardless of where they or their competitors and employees operate.  While the DTSA focuses primarily on what happens after a trade secret misappropriation has occurred, the new law also contains certain notice requirements which must be present in pre-dispute written contacts in order to take advantage of some of the remedies authorized under the DTSA. Available remedies under the DTSA include recovery of actual damages, damages for unjust enrichment, reasonable royalties for unauthorized use, injunctive relief, exemplary damages or punitive damages in an amount not more than two times the actual damages awarded (if the individual engaged in willful or malicious misappropriation), and attorney’s fees and costs (if awarded punitive damages). However, in order to maintain the possibility of recovering punitive damages or attorney’s fees and costs under the DTSA, the employer must provide the following notices in its contracts with its employees, independent contractors, and consultants: The DTSA grants both criminal and civil immunity to individuals who disclose trade secrets or other confidential information in the course of reporting a suspected violation of the law to a governmental entity; and The DTSA authorizes an individual to disclose the trade secret information to his/her attorney and under court seal, in the event the individual files a lawsuit for retaliation by an employer for the individual reporting a suspected violation of the law to a government entity. In light of this notice requirement, all employers should take the following steps to ensure its company has the widest range of potential remedies available to it in the event an employee, independent contractor, or consultant misappropriates company trade secrets: (1) Identify all documents that govern the use of trade secrets or confidential information (these may include employment agreements, independent contractor agreements, consultant contracts, employee handbooks, nondisclosure agreements, severance agreements, and other proprietary information agreements); and (2) Once all relevant documents are gathered, ensure that the required notice is added to the documents and that, to the extent necessary, such documents are re-signed by the relevant parties.  It should be noted that the DTSA does not pre-empt state law on the subject, so state law remedies will also continue to be available to businesses seeking to protect their trade secret information.  The DTSA is simply an additional avenue now available to businesses to accomplish this goal. The requirements under the DTSA are strictly enforced.  If you have any questions regarding how revisions should be made to documents that govern the use of trade secrets, contact the attorneys at Navigato &...

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