An unfinished jigsaw puzzle. 

favicon

Gregory Lehrmann

Keith Berglund

Russell Miller

Accountant on calculator

Light antique light bulbs hanging from ceiling. 

Logo

Cell phone with a sticky note that says sign here 

Closed bank vault

Closeup of knight armour

Concierge bell on a hotel desk

Shipping container out at sea. 

Illustration of coronavirus pathogen 

Corporate handshake over a desk

Business man calculating the cost of an LLC 

Black and white dandelion head with seeds flying in the wind 

Doctor holding a thermometer 

Empty chairs in a stadium 

Open book with pen resting in the middle

Stack of white books 

Fencers dueling

Getty Museum 

Golden Mircophone

Interior of a greenhouse 

Hand symbolically seizing a toy home

Corporate handshake over desk

Hello name tag and a magnifying glass 

A lake with an island shaped as a question mark in the middle.

Skyscraper from low angle view

Lilibet Behdadnia

Man with hands between two wooden figurines balancing on a scale. 

Blue filing cabinets 

People waiting for temperature check by thermoscan

Person signing ipad 

Chairs by a pool overlooking a tropical sunset

House with a red door next to a house with a yellow door 

Stacks of paperwork

Office with multiple displays showing stocks 

A piece of string being pulled apart 

Swati Bishnoi

Toy businessman in maze 

Traditional american mailbox on side of road 

Tian graduated from University of California, Berkeley with a degree in film and media. Tian has a complex background in the entertainment industry specializing in film production, project development, as well as creative consultation, in both the U.S. and Chinese market. With her international business and entertainment background, she incorporates knowledge with extensive experience and provides entertainment and business consultation with outstanding public relation skills. 
Language Skills: Mandarin, Chinese and English.

Tian has a complex background in the entertainment industry specializing in film production, project development, as well as creative consultation, in both the U.S. and Chinese market.

Tianyue Li

Law Services

Where Law and Business Meet. The Berglund Group is a full-service law firm that brings business expertise and entrepreneurial thinking to our work. We operate as business advisers as well as legal counselors providing skilled advocacy in a broad range of practice areas. From our offices in Los Angeles, we provide top-tier legal representation to companies, entrepreneurs, business professionals, and celebrities throughout the United States and across the world.

Los Angeles Full Service Law Firm

Tory Erickson is a litigator, licensed mediator, and transactional attorney.  His experience includes working as an adjunct property law professor, real estate broker, and property developer.  In his last position, as Managing Litigation Attorney for a midsize law firm, Mr. Erickson handled hundreds of cases and supervised several legal teams on litigation across the State of California.  Mr. Erickson has also published several books on topics such as sexual harassment, employment discrimination, disability rights, California Labor Law, healthcare regulation, and comparative reproductive rights.  

Before becoming an attorney, Mr. Erickson had a successful career as an international sales manager, freight forwarder, and international customs house broker for several large Scandinavian and European Logistic Companies.  His non-profit activities include patient mental health advocacy, representation of a local domestic violence shelter program, and supervision of a youth transitional homeless housing program.  

Mr. Erickson received his undergraduate degree from CSULB, with a certificate in development studies from the University of Uppsala, Sweden.  Mr. Erickson received his Juris Doctor Degree from Western State University of Law in Fullerton, California.  He is licensed to practice in California State Courts as well as Federal Southern, Central, and Eastern District Courts.  Most recently, Mr. Erickson has been expanding his practice into technology transactions and data disputes involving such things as smart contracts, cybersecurity issues, data rights, fintech, biotech, and licensing applications. 

Tory Erickson is a litigator, licensed mediator, and transactional attorney.  His experience includes working as an adjunct property law professor, real estate broker, and property developer.  In his last position, as Managing Litigation Attorney for a midsize law firm, Mr. Erickson handled hundreds of cases and supervised several legal teams on litigation across the State of California.

Tory Erickson

instagram

twitter

201 Santa Monica Blvd., Ste 300, Santa Monica, CA 90401

The Berglund Group

Make it
It all begins with an idea. Maybe you want to launch a business. Maybe you want to turn a hobby into something more. Or maybe you have a creative project to share with the world.

Whether you are filing a copyright or a trademark, our attorneys are ready to handle your needs.

Intellectual Property

Natasha Lyons received her law degree from Kuban State University in Russia. She has been working as a paralegal in both Rhode Island and California, specializing in contract, real estate, bankruptcy, employment and personal injury law. Natasha lives in Marina Del Rey and enjoys spending time at the beach with her family and her Golden Retriever, Malaya.

Natasha Lyons received her law degree from Kuban State University in Russia. She has been working as a paralegal in both Rhode Island and California, specializing in contract, real estate, bankruptcy, employment and personal injury law.

Natasha Lyons

Site

California's new bill AB 5 was signed into law by California Governor Gavin Newsom. This legislation creates a new standard for determining how to classify workers as independent contractors or employees.

## What is AB5? 
The California Assembly recently passed new legislation called California Assembly Bill 5 (AB 5). Also known as "the gig workers bill," the legislation was signed into law in September 2019 and became effective on January 1, 2020. This bill provides further clarification following California's 2018 Supreme Court case, Dynamex Operations West, Inc. vs. Superior Court of Los Angeles (4 Cal.5th 903). The legislature states," By codifying the California Supreme Court's landmark, unanimous Dynamex decision, this act restores these important protections to potentially several million workers who have been denied these basic workplace rights that all employees are entitled to under the law." 

The law intended to regulate employers that employ large numbers of gig workers. Two of the most notable companies impacted by these changes are Uber and Lyft. Despite an expensive campaign against AB5 in California, these two rideshare companies were not eligible for exemption from this bill. As the law stands now, there will be significant implications for Californians working in the gig economy. Approximately 400,000 workers work for gig platforms similar to Uber or Lyft, and another 1.5 million freelance workers could also be covered under the new bill.
 Unsurprisingly, Uber and Lyft promise to fight the bill. Having to reclassify most gig workers as employees could bankrupt gig employers and threaten the gig economy. 

## Misclassification issue revitalized: independent contractor vs. an employee
AB 5 impacts the California meaning of an independent contractor versus an employee. It's an issue of misclassification; that is, employers who, knowingly or unintentionally, classify gig workers as independent contractors when they are employees. Misclassification of employees has a significant financial impact on employers. This economic impact is especially true for employers with a broad constituency of independent contractors that may have misclassified them. Employees enjoy certain protections such as workers' compensation if injured on-the-job, unemployment insurance, minimum wage laws, paid sick leave, and paid family leave that do not apply to independent contractors. AB 5 may extend those protections to misclassified independent contractors. However, independent contractors may lose the flexibility to decide how and when they perform their work.

## The rule before AB 5 

Before January 2020, the classification rule in California was the Borello rule from S. G. Borello & Sons, Inc. v. Department of Industrial Relations, 48 Cal.3d 341 (1989), the California Supreme Court case that redefined the Worker's Compensation Act's definition of employment. In Borello, the court said that the test of employee versus independent contractor was a test of whether the employer had the "right to control" the means and manner in which a worker performed work. There also are secondary factors under Borello, but the court said that the right to control performance was the most crucial factor to consider.

## Overview of ABC standard 

On and after January 2020, AB 5 mandates that employers use a new three-pronged test to determine whether to classify workers as employees. The ABC standard is a test to provide a more precise assessment to determine whether a worker is an employee or an independent contractor. 

The Dynamex case says that "Under the ABC standard, the worker is an employee unless the hiring entity establishes each of three designated factors:
(a) the worker's performance is free from control and direction by the hiring company both under the contract and in fact;
(b) the worker performs work outside the ordinary course of the hiring company's nature of business; and
(c) the worker engages in an occupation, trade, or business that is the same nature as the work he performs for the hiring company. 
If the hirer fails to show that the worker satisfies each of the three criteria, the worker is treated as an employee, not an independent contractor."
 
The new standard creates a more transparent and straightforward way for companies to identify their workers. For many companies meeting the above criteria will be a challenge. Note that there are exceptions to the ABC test, including people engaged in professional services, such as:
* HR administrators, travel agents, artists, writers, musicians 
* people who work under licenses, such as attorneys, engineers, surgeons, plumbers, 
 electricians, private investigators, and accountants.

## Limiting Dynamex to California wage orders

In Garcia v. Border Transportation Group, LLC, No. D072521 (4th District, Div. 1, October 22, 2018), the California Supreme Court found that Garcia was an independent contractor under the common law Borello test. The California Supreme Court decided the Dynamex case before the final appeal in Garcia. On October 26, 2018, the Court of Appeals said that the ruling in Dynamex only applied to the California wage orders claims in Garcia and not to the non-wage claims. The court explained that the Borello test applies to all other non-wage claims. The court reasoned that the Dynamex ruling did not reject the entire Borello test, so the Supreme Court must have intended the Borello test to continue to apply to claims based on the Labor Code.

## Larger implications 

 In 2015, 24% of the American economy reportedly made money from some gig platform. According to the Bureau of Labor Standards, by 2017, 55 million Americans participated in the estimated trillion-dollar gig economy. Approximately 36% of U.S. workers and 33% of employers participate at some level in the gig economy. 
The term gig worker refers to freelancers, consultants, independent contractors, and temporary workers. Approximately 44% of such participants report it as their primary source of income. Experts in the industry expect the gig economy to grow to 87 million freelancers by 2027. Other states have already started to follow California's lead in adopting AB 5 type rules. For example, Illinois and New York State have legislation in the works or recently passed into law. If the movement spreads to other states, the entire gig economy, a trillion-dollar gig economy, faces disruption.

A complete look at the California bill of AB5 is more lengthy than this brief overview. If you currently work with independent contractors, the Berglund Group lawyers can help your business determine if your workers are classified properly. Contact us today for a free consultation to get started.

The blog posts provided on this website do not, and are not intended to, constitute legal advice; instead, all information, content, and materials available on this blog are for general informational purposes only.

California's new bill AB 5 was signed into law by California Governor Gavin Newsom. This legislation creates a new standard for determining how to classify workers as independent contractors or employees. 

Overview of AB5 Law 

At The Berglund Group, clients come first.  Whether it is helping a client achieve their business goals or overcoming legal challenges, our principal objective is to provide the highest quality services available anywhere and to be an instrumental part of each client’s success. 


With over 36 years of legal experience and working at some of the largest law firms in the country, The Berglund Group provides a large firm experience and results with small firm value and engagement. We guarantee our clients the personal attention of our highly experienced lawyers to achieve first-rate results.  


With satisfied clients throughout the United States and the World, The Berglund Group is routinely retained to take on lawsuits and problems that call for a sophisticated understanding of complex legal issues. If you are seeking skilled and qualified representation with a focused and client-friendly environment, contact The Berglund Group to schedule a free consultation.


Our Mission

We are not all-purpose generalists. Instead, we apply a laser-like focus to do what we do best.

We are trial lawyers as well as business consultants. 

We love the rigidity of practice and are always excited to have the opportunity to help our clients. They know we always go the extra mile for them because that's the higher standard we hold ourselves to.

We are passionate about our work.

Our successful track record of trials and appeals speaks for itself. We enjoy providing our clients the highest chance of effective results.

We have experience.

Our Lawyers practice at Berglund Group for a variety of reasons. One of the main ones is for the freedom that a smaller organization allows. Which translates to them focusing on giving clients the attention they deserve. Clients choose us because they value this personal dedication that gives them results.

We pay personal attention.

The interests of our clients are foremost. Sometimes litigation is not the answer. We always keep all alternatives into consideration to ensure our clients’ best interests. We never let our fighting spirit override that priority.

We take the right route - not the easiest.

We bring a business perspective to each case. Our legal and business expertise has honed our craft.

We value our entrepreneurial thinking.

 The Berglund Group serves as your general corporate counsel regardless of the type or size of your business. We are experienced in the drafting, review, and negotiation of the various types of contracts and the diverse business relationships encountered in your everyday operations. 
 
We focus on each client’s specific needs to provide innovative legal assistance to refine your business to better adapt to the ever-changing and complex commercial environment.

We advise public and privately held companies on
- Corporate Restructurings 
- Private Equity 
- Venture Capital 
- Commercial 
- Cross-Border Transactions
- General Corporate Matters
 
Our industry experience is rooted in our diverse client base, which includes: 
- Developers 
- Public and Private Owners 
- Designers and Consultants 
- General Contractors 
- Construction Managers 
- Suppliers 
- Sureties
- Insurance companies 
- Lenders 
 
We understand that in a competitive global marketplace, effective and cost-efficient legal advice is essential to running a successful business. We are dedicated to providing you with high-quality, personalized service that is unparalleled in the legal market.


We are ready to serve as your general corporate counsel regardless of the type or size of your business.

Corporate and Business Transactions 

With over 40 years of extensive experience in the entertainment industry, The Berglund Group can handle all of your legal needs. 

Whether your situation demands strategic leadership in: 

- Contract negotiations
- Guidance through a significant business decision 
- Advocacy for your interests in state or federal court

The Berglund Group provides its clients effective legal representation in a broad range of business and entertainment law concerns.
We offer our clients a multifaceted approached as our attorneys - are skilled in transactional and litigation entertainment matters. This allows us to assist clients with both the talent and industry sides in:

- Music 
- Motion Picture 
- Television
- Sports 
- Internet 
- Digital Media 
- Media and Cable 
- Virtual Reality 
- Publishing 
- Theatre
- Branded entertainment industries




Whether you are on the talent or industry side of entertainment, our attorneys are ready to handle all your legal needs.

Entertainment

The Berglund Group represents clients in a variety of domestic and international financing matters. Our experience spans an array of industries including:
- Hospitality
- Retail
- Media/telecom
- Technology

We have a strong practice representing lead arrangers, agents, lenders, and borrowers in all types of transactions, including the following:
* Acquisition and Leveraged Finance
* Asset-Based Finance
* Borrower Representation
* Export Credit Finance
* Investment Grade Lending
* Agent and Lender Representation
* Middle Market Lending
* Multilateral Development Bank Finance
* Public Finance
* Project & Infrastructure Finance
* Restructuring & Workouts
* Structured Finance
* Derivatives

Our experience and understanding of market standards and the expectations and concerns of lenders contribute to our efficient and effective delivery of legal advice to borrowers and lenders.


Our experience with a variety of domestic and international financing matters makes us the perfect choice for legal advice to borrowers and lenders. 


Finance

We represent publicly and privately held international and national hotel chains and hotel management companies, hotel renovation firms, franchises, fast food chains, food and beverage companies, resorts and spas, restaurants, and investors, and lenders in the hospitality and restaurant sectors. We provide counsel to owners, operators, developers, brands, service providers, lenders, and investors on many industry-related issues, including:

- Strategic planning
- Development, acquisition, and disposition
- Financing, refinancing, and restructuring
- Operating and development agreements
- Joint venture, partnership, and limited liability company agreements
- Corporate, multi-, and single-asset transactions
- Product and program structuring
 - Dispute resolution
- Corporate
- Securities
- Consumer finance





Our clients can count on our counsel on every aspect of the needs and challenges involved in the restaurant and hospitality industries. 

Hospitality

Conducting business on an international scale is never a simple endeavor. There are multiple legal matters to consider and a variety of regulations to be covered. If you are thinking of expanding your business to operate internationally, we can offer the experienced counsel you need. Our experience spans from U.S import/export control laws to international commercial law. We have helped corporations facilitate joint ventures, investments, and other agreements worldwide.

Our international business law focuses on the following practice areas:

* Export control laws
* Paymaster
* Joint ventures
* Contracts
* International litigation and disputes
* Business formation
* Foreign Corrupt Practices Act (FCPA)
* Restructuring and insolvency
* International collections and judgment enforcement
* Internet-based businesses/e-commerce
* Employment law
* Antitrust and national security law


At The Berglund Group, we cultivate a close relationship with each of our clients to learn their business better to implement a sound business strategy. We offer comprehensive legal services to lessen the impact of regulatory structures and keep their businesses running smoothly. 

Conducting business on an international scale is never a simple endeavor. There are multiple legal matters to consider and a variety of regulations to be covered. 

International Business

The Berglund Group offers large firm experience and results with small firm value and engagement. We help clients identify potential disputes before they ripen into open conflict; avoid litigation through active mitigation strategies:
- Manage litigation the way clients manage their business
- Resolve cases to meet client expectations 

However, we believe that the best litigation results — whether achieved in court or across the bargaining table — occur when the lawyers are fully prepared to try the case through verdict. Our focus on trial-readiness drives successful and more cost-efficient results for clients. We have experience representing plaintiffs and defendants in both state and federal courts. We also represent our clients in arbitrations, mediations, and other alternative dispute resolution proceedings.

We assist clients in identifying possible disputes, utilize active mitigation strategies to avoid litigation, and get resolutions to cases that match client expectations. 

Litigation and Dispute Resolution

Areas of Expertise

Blog

A contract is a legally binding obligation into which two or more parties enter. For the vast majority of businesses, a contract is a crucial component designed to protect them from fraudulent or deceptive practices on the part of a client or business partner.

When the terms of a contract are broken, this is referred to as a "breach of contract."
There are different types of breaches, and they vary in their severity and potential consequences. Three common breaches of a contract include:

A material breach of contract is when one of the parties to the contract fails to fulfill their end of the bargain. For example, a client refuses to pay a contractor after the contractor completes a project per the contract they both signed.

A partial breach of contract occurs when one of the parties to the agreement fails to fulfill some of the terms defined therein. Taking the above example a step further, if the contractor completed a renovation project for his client within the specified time frame, but failed to replace certain household fixtures with items defined explicitly within the contract, then the contractor could be considered in partial breach of contract.

An anticipatory breach of contract can be difficult to prove in court since the plaintiff must demonstrate that the other party had or has no intent to fulfill the terms of the contract. For instance, if a client hires a roofing company to perform extensive repairs by the end of April, and yet the roofing contractor has not even contacted the client by March 30th, then the client could sue the contractor for an anticipatory breach of contract.

A breach of contract can be a severe issue for any business. If you need help in navigating through a breach of contract situation, reach out to the legal experts at the Berglund Group to set up an initial consultation.

The blog posts provided on this website do not, and are not intended to, constitute legal advice; instead, all information, content, and materials available on this blog are for general informational purposes only.

A contract is a legally binding obligation into which two or more parties enter. For the vast majority of businesses, a contract is a crucial component designed to protect them from fraudulent or deceptive practices on the part of a client or business partner.

What does a Breach of Contract mean? 

Starting a small or mid-sized business seems like it has enough pitfalls, and then the LLC or incorporation form demands a "registered agent" and a "business address." For the business owner not well versed in legal jargon, these terms are strangely opaque. What is a "registered agent"? Isn't the "business address" where the business gets its mail? Not necessarily, but there is an easy way to learn the difference.

### Businesses Don't Do Business At Their Address.
For legal purposes, a "business address" addresses where the principal work is carried out. It may be the actual physical location of the office or workshop, but it may not be. If a boat repair shop is down at the docks, and the boss sits in an office downtown, then the "business address" is the downtown office. The primary work center is in the office.

A business address is where general mail is received. It is needed for bank accounts, vendor accounts, licensing and permitting, and other official communications. Business addresses are required to open a business because other companies, banks, and local governments need to know that a company physically exists somewhere to trade with them even in today's online world.

### Talk to My Agent
A "registered agent" may be the person who owns or runs the business, but that is not a requirement. A registered agent may not even be a single person. The registered agent is the one who is designated by the business to receive government notifications (tax forms, regulatory compliance) and service of process on behalf of the company.

The owner of a business may be his or her registered agent, or a friend or family member may be designated as such, provided they reside in the same state. A business may also pay a third-party company to act as a registered agent. This last is often seen with larger corporations or places which transact across state lines. For instance, a company with a branch in Florida and headquarters in Delaware might designate a registered agent in Florida to accept service on behalf of their Florida office.
Smaller businesses usually don't need to have third-party registered agents, but they must designate someone as a registered agent. There are potential commercial and legal consequences, such as fines or a loss of good standing. Also, lack of an agent means that if a business is sued or served, and no one is designated to receive service, the owner might never know a lawsuit has been filed against him.

### What About Partnerships?
Anything above an LLC must have a registered agent and a business address. Any business entity must have a designated business address and a designated registered agent. There is no requirement for a general partnership to have both a registered agent and a business address, but if the partnership seems to be moving towards an LLC or wants to expand, it is good to name an agent and settle on an address.

It is less wise to use one's home address as a business address. In today's online world, home addresses should be kept as private as possible, to avoid security risks. Beyond the risk of hacking, there is the annoyance of having business junk mail sent continuously to one's home. Small businesses that need a business address should consider obtaining a post office box. Small companies should be aware that some shipping companies, such as FedEx, will not ship to post office boxes, even the private company boxes cleverly disguised as street addresses. Some types of government permits and licenses require a street address to be valid.
Any questions or concerns should be directed to a local attorney who understands the nuances of business addresses, registered agents, and permitting and licensing requirements before the LLC documents are filed.

The blog posts provided on this website do not, and are not intended to, constitute legal advice; instead, all information, content, and materials available on this blog are for general informational purposes only.

Starting a small or mid-sized business seems like it has enough pitfalls, and then the LLC or incorporation form demands a "registered agent" and a "business address." For the business owner not well versed in legal jargon, these terms are strangely opaque. What is a "registered agent"? Isn't the "business address" where the business gets its mail? Not necessarily, but there is an easy way to learn the difference.

Registered Agents, Business Addresses, and Mailboxes

For more detailed information on starting an LLC check out [Forming an LLC in California](https://www.berglundgroup.com/blog/forming-an-llc-in-california)

## Initial Costs 

A Limited Liability Company is an accessible business structure for new businesses. It offers many liability protections and tax advantages to owners. Business owners should account for the various costs associated with forming an LLC in the State of California. 

### Articles of Organization and Statement of Information

The first step to starting an LLC in California is to file for the Articles of Organization. The required filing fee is $70.00. plus the completion of the Statement of Information required by the state and its $20 filing fee. These costs also apply to companies registering as a foreign LLC to conduct business in the State of California. 

### California Taxes

After the LLC formation, the business must pay an $800 annual tax within four months of registering the LLC. There are some exceptions to the first year of the annual tax: 
* An LLC has conducted no business in California during the tax year it is exempt. 
* The tax year was less than 15 days then it is except 

If the LLC is going to earn $250,000 or more that upcoming tax year, then it must estimate the earnings on Form 3536 for the forthcoming year and pay an extra fee. That fee is due the 15th day of the sixth month of the current tax year. 
The current LLC fees according to the LLC's California income are as follows: 
* $250,000 – 499,999 = $900 fee 
* $500,000 - $999,999 = $2,500 fee 
* $1,000,000 - $4,999,999 = $6,000 fee 
* $5,000,000 + = $11,790 fee 

## Maintenance Costs

There are several costs in the continued maintenance of an LLC in the State of California. 

### Statement of Information

Every two years, an LLC must file a Statement of Information with the Secretary of State and pay a $20 filing fee. Any LLC that fails to file a timely statement of information incurs a $250 penalty. 

### California Taxes

Each year the LLC must pay an $800 annual tax to the State of California. Depending on the LLC's yearly income, an extra fee may apply. 

### Changes to LLC
It is essential to keep all records about an LLC with the state current and updated. Any changes made to an LLC's statement of information will incur an extra $30 fee.

## Other Costs to Consider 

The costs described above refer to the filing fees and taxes required by the State of California. They do not include any fees by service providers that will assist a business owner in the formation of the LLC. These services come at an extra cost to the business for guidance through the process. 

### Registered Agent Service

A requirement of having an LLC in California is for the company to have a registered agent. Some companies provide registered agents for LLCs. Utilizing one of these providers costs around $100-$300 per year.

### Creation of an LLC Operating Agreement 

An operating agreement is a document that includes the foundation of a business's operations. This document can be complicated, and some owners will outsource the creation for a fee that can cost between $50 - $200. 

### Certified Copy of an LLC Operating Agreement
To set up a bank account for business and seek other financings, LLCs often need to provide a certified copy of their operating agreement. A certified copy is a state-issued copy of the original business documents and costs an extra $5 to receive one. 

## Total Cost of an LLC 
To form an LLC in California the minimum cost of getting up and running is around $890. Every year after that the minimum cost is an $800 franchise tax. 

The blog posts provided on this website do not, and are not intended to, constitute legal advice; instead, all information, content, and materials available on this blog are for general informational purposes only.

A Limited Liability Company is an accessible business structure for new businesses. It offers many liability protections and tax advantages to owners. Business owners should account for the various costs associated with forming an LLC in the State of California.

Cost Breakdown of an LLC in California

The disruptions caused by the COVID-19 virus, and subsequent business shutdowns and questions of liability to owners, operators, and employees, has revived the topic of force majeure in drafting new contracts or amending existing contracts going forward. Although the dangers of a virus may seem qualitatively different than those created by a hurricane, both are essentially the same for contractual purposes.

### Foreseeability and Standard of Relief

Force majeure was formerly known as an "act of God" and is legal shorthand for any event that is beyond the control of the contracting parties. It has been expanded beyond the "act of God" definition of events of nature, to include acts of man, such as war, terrorism, or civil disturbance. Force majeure events all have in common that they render the contract impossible or impracticable to perform.

With any force majeure clause, the primary standard for an excuse of performance is whether the event was foreseeable. In cases of hurricane or earthquake, the event may be weather- or location-specific; but in the case of a virus, the foreseeability is less secure. A contract must include references to governmental action ("civil authority") or health and human services orders, which are more likely to impact the execution of the contract, rather than actual physical damage from the event itself.
Once the foreseeability is determined, the contract must also identify what, if anything, the parties are entitled to do if the event occurs. 

Typically, force majeure recognizes various degrees of the hindrance of performance, from minor delay to complete impossibility. In the case of a pandemic and complete government shutdown, the degree of impossibility is predicated on the duration of shutdown and determination of things like "essential business" as in the current state.
Any contract must, therefore, determine both the degree of foreseeability and the nature of the relief to be afforded.

### Notice and Mitigation

In any contract, nonperformance clauses require some notice to the other party before nonperformance is allowed. Under force majeure clauses, notice is not waived merely because the event is of broad or governmental scope.
Force majeure clauses often require indemnification, which can be problematic in pandemic or civil authority situations, both due to the uncertainty of the duration of the shutdown, and the lack of insurance coverage for viral/bacterial lockdowns. Recognition of both these factors in advance of an actual catastrophe would prevent many issues before they arise.

Mitigation or prevention may well become critical in future pandemics, in interpreting force majeure clauses. Although "mitigating" an epidemic before it happens is perhaps the wrong term, contractual requirements for taking reasonable precautions to avoid contagions, such as routine sterilization techniques, requirements for PPEs, and sick-day plans, may need to be written into contracts in advance of any disaster.

### Pandemic-Specific Riders

An alternative to consider is the "COVID-19 Specific Contract". Some industries, such as IT and outsourcing companies, have routinely written disaster-specific contracts as ancillary to their standard agreements. These contracts, or riders, only come into effect if the specified event comes into play. For IT, it might be a cyberattack or DDoS (directed disruption of service) attack.

Businesses likely to be significantly affected by a pandemic—service industries, shipping, hospitality—might wish to have a pandemic-specific contract written in the event that another COVID-19 outbreak occurs, or a similar business disruption requires large-scale lockdown.

Businesses have seen the chaos that a government shutdown can cause, and it behooves them to ensure that no legal liability attaches to them because of their obedience to government orders. This can be accomplished simply by planning and considering what might happen in the next such event, and how they want to proceed.

The blog posts provided on this website do not, and are not intended to, constitute legal advice; instead, all information, content, and materials available on this blog are for general informational purposes only.

The disruptions caused by the COVID-19 virus, and subsequent business shutdowns and questions of liability to owners, operators, and employees, has revived the topic of force majeure in drafting new contracts or amending existing contracts going forward. Although the dangers of a virus may seem qualitatively different than those created by a hurricane, both are essentially the same for contractual purposes.

COVID-19 and Force Majeure: Creating Contracts for a New Reality

COVID-19 has revolutionized our lives and created complications for every industry. The practice of law is no exception. Problems prompted by the virus will undoubtedly increase the incidence of liability lawsuits directed toward a wide range of businesses and services. While it's too soon to anticipate all the ways in which the effect of this coronavirus will prompt legal action. The following are some guidelines regarding what may be anticipated. 

## Insurance Industry Disputes
Many business insurance policies provide business interruption insurance. But never in recent years, has a situation of this type and scale occurred; with mass business closings made necessary, simultaneously, due to viral outbreaks within companies, or mandated by government entities as preventive measures. Insurance companies and businesses are working to determine whether such situations create valid claims.

## Schools and Colleges
Campus closings and the transition to exclusively online learning create a basis for disputes with students and families. At some institutions, requests are being received for refunds of payment made for tuition, room, and board. Further issues may arise in time. 
## Hospitality and Entertainment Industries
Event venues are being asked to return payment for weddings, graduations, varied gatherings canceled due to restrictions on these types of celebrations. Minor and major sporting events for which tickets were pre-sold, gyms, and other facilities to which members had no access during forced shutdowns face similar disputes. 
## Contracts and Material Adverse Effects
As we enter the "new normal" following forced shutdowns to prevent the spread of COVID-19, courts will fully reopen, accepting a broader range of cases. Breach of contract lawsuits will likely multiply. Parties may rely on force majeure (commonly understood as "act of God"; an unavoidable condition which made proper action impossible), or similar clauses to defend non-performance.
Contract language and the specific theories and practices of the legal system in the community where the case regarding these clauses is held, will determine the outcome. Whether the pandemic, and/or orders made to protect the public was responsible for the breach or whether the business would be considered at fault if the breach occurred under normal economic and social circumstances will determine outcomes. Business contracts with serious implications may require complex litigation. 

## Charges Regarding Consumer Products
In times of crisis, a panicked public and heightened demand for products is a recipe for profiteering. Claims for price gouging are already occurring for medical gear and sanitation products.
False advertising and deceptive marketing claims are expected for products falsely purported to prevent or cure the virus, as well as misleading claims of safety and efficacy.
## Real Estate Related Disputes
Lease agreements will be under scrutiny, with many disputes not covered under existing contracts, in this new reality as we've never known it. Rulings must be made on whether businesses have access to property, and at what cost, while they are closed due to government mandated shutdowns. 
As time passes and business viability remains uncertain, disputes due to financial hardships, re-negotiations, foreclosures, bankruptcy filings will likely multiply. 
 ## Financial and Securities Industries
The stock market has been remarkably volatile since the start of the pandemic. This volatility makes securities fraud litigation likely, especially regarding the neglect of various companies to make clear the impact of COVID-19 on their business.
Companies making false claims in an attempt to cash in on consumer fears during the pandemic are at risk, as are companies who did well simply because their products were naturally in demand due to consumer needs. Defects in products or services exposed by high demand may have been known to the company previously, the information not released to the public. Zoom and its vulnerabilities and security risks is a prominent, prime example.
Banks face litigation over loan defaults, as businesses and consumers face pandemic related income loss. They also face class action suits regarding their handling of funds from federally directed programs.
## The Health Care Industry
All medical facilities face significant risk, related to the spread and treatment of this coronavirus. Safety of facilities, preventive measures, compliance with guidelines, handling of information, lack of sufficient protective equipment, issues regarding billing, are just some potential categories, infractions of which patients, families, staff, other entities may seek reimbursement. Disputes involving suppliers and providers may also be expected.

Unprecedented complications have occurred in all sectors of society due to the COVID-19 crisis. The legal system stands ready to negotiate fair resolutions where uncertainties exist.

The blog posts provided on this website do not, and are not intended to, constitute legal advice; instead, all information, content, and materials available on this blog are for general informational purposes only.

While it's too soon to anticipate all the ways in which the effect of this coronavirus will prompt legal action. The following are some guidelines regarding what may be anticipated. 

Covid-19 and Commercial Litigation Expectations

The consequences of the COVID-19 pandemic have spread well beyond the transmission of the disease itself and the efforts to quarantine it. With stay-at-home orders in place across the country, over 40 million-plus Americans have filed for unemployment. The US Supreme Court heard its first-ever oral arguments by telephone, and nearly all live events have been indefinitely postponed or canceled altogether. 

While the extent of the economic impact on the US economy is uncertain, it is clear that COVID-19 created a paradigm shift in the way many Americans and companies operate their businesses in an attempt to cope with the ongoing ramifications of the Coronavirus. One of the more unfortunate results of the pandemic is event coordinators’ handling of ticket refund requests for tickets purchased for canceled or postponed public events.

## Event Cancellations

For example, Major League Baseball (“MLB”) has refused to provide cash refunds to ticket purchasers despite indefinitely “postponing” the first eight weeks of the regular season. Ultra Music Festival (“UMF”), organizer of UMF Miami, a yearly major music event that was canceled for 2020 due to coronavirus concerns, has not offered cash refunds and instead notified ticket holders that their tickets would be valid in 2021 or 2022. Ticketmaster, one of the world’s largest ticket vending companies in the world, initially changed its refund policy in reaction to COVID-19 to only allow cash refunds for canceled events, but not for “indefinitely” postponed events. Those who have been affected have called this a violation of their rights as consumers. Accordingly, the MLB, UMF, Ticketmaster, and other ticket vendors, including Live Nation and StubHub, are now targets of class-action lawsuits for their alleged mishandling of event refunds. While the facts of each case are unique to their respective litigations, similar issues present in each revolves around questions of whether these organizations are required to provide consumers refunds, or can they simply credit consumers for future events?

Generally, when an event is canceled, ticket vendors are quick to issue refunds or, in the case of third-party resellers such as StubHub, offer a 120-150 percent bonus on future ticket purchases in exchange for keeping the initial purchase payment. However, by failing to provide an offer of a cash refund, ticket buyers have been involuntarily forced to bear the financial burdens caused by the ramifications of COVID-19.

To make matters worse, the contagiousness of the disease and scientific uncertainties surrounding its transmission makes the recommencement of live events unpredictable. Currently, there is no uniform federal guideline on how the country is to safely reopen as the U.S. Constitution gives states wide latitude in determining issues of public health and safety. This means each State and their respective cities are tasked with the complex assignment of creating their own reopening procedures, gathering restrictions and safety protocols in an attempt to combat COVID-19. Accordingly, until such safeguards are created and stay-at-home orders lifted, countrywide event holders like MLB, UMF, and Ticketmaster are unable to hold any events in the manner and method previously enjoyed and left to face the reality of serious financial losses.

While the outcomes of these litigations are uncertain, it is clear that COVID-19 has caused severe economic disruption and will likely have long-lasting effects on the live event industry. Event holders will now not only have to deal with complying with social distancing regulations but also the psychological impact of the pandemic itself. Consumers are likely to remain reluctant in purchasing tickets to attend live events due to both the virus and in part in reaction to event holders' handling of ticket refund requests.

Artists (and employees/consultants affiliated therewith) are suffering great losses due to the stoppage of live concerts and the resultant loss of one of the biggest components of artist revenue, loss of the corollary merchandising revenues, and inability to tour and commercially exploit and highlight new material. Touring contracts have been revised to include force majeure provisions that incorporate pandemic and related types of causation for cancellation of events. Correspondingly, the economics of touring will change due to the increased costs associated with insurance and other items related to the “new post-pandemic world,” and the logistics of crowd control and spacing still have to be determined. Given the spike in COVID-19 infections in certain regions of the country post opening of quarantine restrictions, the immediate future of concert touring is further clouded. Only time will tell the true extent of economic harm caused by COVID-19 in the concert business – but clearly, the results to date have been catastrophic.

The blog posts provided on this website do not, and are not intended to, constitute legal advice; instead, all information, content, and materials available on this blog are for general informational purposes only.

While the extent of the economic impact on the US economy is uncertain, it is clear that COVID-19 created a paradigm shift in the way many Americans and companies operate their businesses in an attempt to cope with the ongoing ramifications of the Coronavirus. 

What Will Ticketmaster, StubHub And Other Ticket Vendors Do About Event Cancellations?

Every company invests a lot of resources to protect its proprietary information and trade secrets from being compromised. However, working from home can pose significant challenges in the efforts to enforce tight security measures. The lack of clearly defined security precautions can expose confidential information to breaches and unauthorized parties. Enforcing remote policies to keep intellectual property safe is imperative in safeguarding company information. 
Here are some practical measures that can help to keep this data secure. 

## Offer employee training and checklists 

Employees have access to a lot of company information, and for this reason, ought to know how to protect it at all times. In any case, confidential information can only leak through employees, mostly when they entrust it to a third party or leave their computers unsecured. To avoid such blunders, it essential to train them on how to protect the company's secrets. 

One effective method is to develop a program or use written material and courses to teach workers how to protect a company's infrastructure. Equally useful is a company-wide security checklist that employees can follow to take extra precautions to avoid breaches. A standardized list can go a long way in securing a company's intellectual property since it gives guidance on steps to take to protect information. 

## Use data encryption

Employees should understand the importance of encrypting data when working remotely since their home networks may be more vulnerable. Failure to encrypt data can lead to irreversible damages when an individual with malicious intent gains access to it. Also, a company's secrets could be exposed, further compromising clients' private information. 

It is crucial to insist on the need to store data securely. Moreover, all parties who have access to the company's information should use strong passwords of at least eight characters that combine letters, numbers, and symbols. Following strong password recommendations will help to secure files, emails, and drives. 

## Backup important files

Data loss is common, and companies always fall victim to the activity of hackers and sometimes competitors. Accordingly, one should always back up important files to avoid losing them. More importantly, make sure to keep the backups secure. While here, consider this; 
• By failing to backup data, one does not only stand to lose their work but also valuable intellectual property.
• Failure to properly secure backed up files could expose you to unethical practices from black hat hackers, which could provide them access to primary data stored in the device. 
Since working from home increases the risk of being hacked, ensuring that data is secured well can go a long way in protecting a company's trade secrets and other intellectual property. 

## Control who can access sensitive information 

Every company should have a clear set of rules on who can access sensitive data. Only individuals with authority should be allowed to have control over this information. As such, in the case of breaches, one can be able to track down how it happened and who is responsible. 

Companies should use data controls that involve using file management systems to determine who can access specific documents. Companies should also encourage employees to set physical controls where they restrict access to particular rooms or even devices. 

Many employees who work from home tend to relax security measures, mostly because they interact with people they know and trust. However, setting physical barriers is one way to minimize risks, and accordingly, keep confidential data safe. 

## Conduct regular tests and audits 

Even the safest security apparatus and firewalls are susceptible to compromise. For this reason, companies should carry out checks regularly to assess the strength of their security infrastructure. They can do this by carrying out penetration testing and network security audits. Comprehensive assessments could help to identify areas that can be exploited by hackers. Moreover, remote employees should be able to identify signs when something is wrong so that the authorities can take the necessary measures to avert possible risks. 

A company's trade secrets and intellectual property are assets that should be protected, especially when dealing with remote employees. The strategies mentioned here can help to protect a company's information from those who seek to compromise it. 

The blog posts provided on this website do not, and are not intended to, constitute legal advice; instead, all information, content, and materials available on this blog are for general informational purposes only.

Every company invests a lot of resources to protect its proprietary information and trade secrets from being compromised. However, working from home can pose significant challenges in the efforts to enforce tight security measures. The lack of clearly defined security precautions can expose confidential information to breaches and unauthorized parties

Remote Working During Covid-19: Strategies to Protect Intellectual Property

With ever-growing employment claims, our attorneys are ready to defend employers from employee lawsuits and prevent liability

Employment

Properly closing out business in California is not merely a matter of dividing the last profits and locking the doors. To properly dissolve a registered company in California, whether a limited liability corporation, a C- or S-Corp, or even a general partnership, requires several steps, some required by statute, and all essential to avoiding issues with creditors and the tax office.

## Review the Partnership Agreement
If the partnership or corporation had a partnership agreement, it should be reviewed regarding the partnership's dissolution. This section should discuss, among other things:
* Payment of outstanding debts and accounts payable;
* Division of partnership assets, including tangible assets and fixtures.

Suppose the partnership did not have a written partnership agreement (standard with small businesses) or that agreement did not cover dissolution. In that case, the State of California has a Uniform Partnership Act (California Corporations Code, Title 2, Chapter 5) has boilerplate language to include dissolution of partnerships.

## Formalize the Dissolution

Generally, all partners must agree to dissolve or terminate the business, and a partnership agreement will require a vote or unanimous resolution. If the reason for dissolving the business is a dispute between the partners, the partnership agreement may have solutions, such as a buyout or arbitration. The Uniform Partnership Act also suggests such remedies.

Although California does not require the filing of any documents proving that all partners voted to dissolve the partnership and were notified of the result, the Secretary of State's office provides a form, GP-4, formally ending the parties' responsibility to the business and terminating the liability. This form cannot be filed unless the business first filed a Statement of Partnership Authority, so be sure the business filed this form first.

## "Winding Up" and Notifying Third Parties

There is no legal requirement to notify suppliers, creditors, customers, or clients that a business has been dissolved. Still, partners should be aware that failure to do so can have legal repercussions. A third party can rely upon the representations of any of the partners holding themselves out to be agents of the business so long as they "reasonably believe" the company is still in operation. Other partners could be liable for debts incurred unless steps were taken to notify third parties that the business was dissolved. Once the business has been dissolved, the partnership is not adequately relieved of all liabilities. The partners still have a duty to "wind up" the company, including:
* Completing all outstanding work or assigning such work if the contracts so allow;
* Paying all outstanding debts or canceling outstanding orders;
* Selling some or all assets if the partners agree;
* Equitably distributing remaining assets and profits, if any, to the partners.

Only when all this has been completed is the business officially closed and the partnership fully dissolved.

## Finishing with the Tax Man
Once the partnership has been dissolved, there are three final taxes to be paid in California. The IRS has a checkbox on the business returns (Form 1065) for "final returns," and it is essential to mark this box upon closure of the business.
In California, the Franchise Tax Board requires a final tax return and taxes due upon the partnership's termination. The State Board of Equalization requires notice in writing that any business which had a seller's permit to collect sales tax is closing.

## Odds and Ends

Finally, if the partnership was registered in other states, for instance, it was registered as a foreign corporation, it may be necessary to file separate forms to terminate the business in those states. Check with the Secretary of State's office to see what the title of the form to be filed is, as it is slightly different in each location. Otherwise, the dissolved partnership will still be liable for annual report fees and business taxes.
Dissolving a business partnership is no less complex than dissolving a marital partnership. It's advisable to consult an attorney for the same reasons: To ensure the paperwork has been completed correctly and all parties have been given their fair share.

The blog posts provided on this website do not, and are not intended to, constitute legal advice; instead, all information, content, and materials available on this blog are for general informational purposes only.

Properly closing out business in California is not merely a matter of dividing the last profits and locking the doors. To properly dissolve a registered company in California, whether a limited liability corporation, a C- or S-Corp, or even a general partnership, requires several steps, some required by statute, and all essential to avoiding issues with creditors and the tax office.

Dissolving a Registered Company in California

When email, online faxing, and scanned documents became a reality with the onset of the Internet, the question of whether electronic signatures and facsimile signatures were binding on parties as "original" signatures on the real document. Slowly, statutes and case law have caught up with technology, and recent legislation in California has been signed to close some prior loopholes.

## The Uniform Electronic Transactions Act and ESIGN

In 1999, the states variously adopted the Uniform Electronic Transactions Act (UETA), followed in 2000 by the Federal ESIGN Act, which recognized only certain types of "digital signatures" as authentic. California's version of UETA excluded certain types of transactions from coverage to protect consumers when not everyone had access to computers or the Internet. Some of those exclusions included various insurance contracts, landlord-tenant eviction notices, and healthcare benefit notices. The intention was that, over time, those exclusions would be removed by statute or case law as they arose.
One of the requirements of UETA, still in place and supported by case law, is that before an electronic signature can be granted legal effect, all parties must agree to be bound by electronic signatures. Recent legislation has amended this provision, and online applications have made the requirement less difficult for the parties.

## AB-1065: Amending the Insurance Code

In 2019, Governor Gavin Newsom signed AB-1065, updating both UETA and the California Insurance Code, and removed all sunset provisions on e-signatures for insurance documents, ranging from property and casualty insurance, cancellations of policies, life insurance policies, and so on. The bill also allows the e-signature to be kept as part of the record.

## AB-596: Repairing the Automotive Recall Notice
In 2019, Governor Newsom signed AB-596, allowing e-signatures to be used on automotive repair and recall notices. Though less sweeping than AB-1065, this bill provides convenience to the consumer by enabling electronic signatures to be used to authorize repairs on automotive recalls. Previously, such repairs would require the owner to make repeated trips to the repair shop to allow each estimate and repair. The ability to email or fax a signature is a huge step forward for the car owner.
## Legitimacy for DocuSign
The online app DocuSign has been a boon to companies around the world, providing a central locus for document management and signature collection. Two cases decided this year (2020) held that DocuSign's management of the parties' documents was sufficient to establish the parties' signatures and agency in the cases.

In Designs for Health, Inc. v. Miller, 201 A. 3d 1125 (Conn. Appellate Ct. 2019), the appellate court held that DocuSign's certificate of completion showing the date and time the parties' had signed a contract with a forum selection clause, met the prima facie evidence requirement that the defendant had signed the document on the date and time stated and could not now claim lack of personal jurisdiction by the court.

In Loretta-Azuka v. Exeter Health Resources, Inc. (2019 DNH 87), the plaintiff attempted to claim that her signature on a "Placement Order" had been forged adequately overcome by DocuSign's record of the plaintiff's DocuSign account.
As more and more companies rely upon the DocuSign app, cases like this will become more common, and the DocuSign audit trail will become a routine part of discovery for legal teams. In the interest of all parties to agree upon DocuSign as the intermediary for their documents and signatures before utilizing this third party, they should immortalize their agreement in writing before doing so.
As always, anyone in doubt as to the requirements should consult a legal professional. Electronic requirements are still in flux, and the pro in the field is the one who has the most up-to-date information.

The blog posts provided on this website do not, and are not intended to, constitute legal advice; instead, all information, content, and materials available on this blog are for general informational purposes only.

When email, online faxing, and scanned documents became a reality with the onset of the Internet, the question of whether electronic signatures and facsimile signatures were binding on parties as "original" signatures on the real document. 

E-Signatures in California: The Current State of Remote Signing

Starting a new business in California takes multiple steps to achieve. These steps vary based upon the type of business and their location. While it is important to check specific rules and regulations in the county and city where you wish to conduct business, here is an overview of the license and permits required. For more information on different business, formations check out [LLC vs LLP](https://www.berglundgroup.com/blog/llp-vs-llc)

## Tax Registration

Employer Identification Number (EIN): All employers who have employees, including business partnerships and corporations, must be assigned an Employer Identification Number (EIN) or Employer Tax ID from the United States Internal Revenue Service, sometimes referred to as a Form SS-4.

### California Tax Registration

Those businesses operating within the state of California are required to register for more specific identification numbers, licenses or permits for different tax purposes. Examples of these include income tax withholding, sellers' permits for sales and use tax, and unemployment insurance tax. Contact the California Tax Service Center for more specific information regarding business owner tax obligations and registration procedures.

## Business Licenses
General Business Licenses: The CalGold database provides business-specific information regarding the permit, license, and registration requirements through an extensive collection of links and contact information.

## Local Permits
The local government in your area, such as that of your city or county, may require specific permits and licenses. Each municipality may have unique regulations. Here are some of the most common licenses and permits you may need.
* Alarm Permit
* Building Permit
* Business License and/or Tax Permit
* Health Permit
* Occupational Permit
* Signage Permit
* Zoning Permit

## Incorporation Filing
Businesses that operate as corporations, limited liability companies (LLC), a partnership (either limited or limited liability), or a non-profit organization need to register with the state. The proper forms and applications are located on the California Secretary of State's website. 

Businesses that claim sole proprietorship do not need to register with the state. However, in California, sole proprietors wishing to do business under a name that is different from the proprietor's legal name will have to file a DBA.

## Doing Business As (DBA)
Filing for a Doing Business As, or DBA allows the creation of a business name, which is then separate from your legal name. Sole proprietors wishing to do business under a business or company name, which is different from the proprietor's legal name, will have to file a fictitious name with their county registrar at the county clerk's office. Partnerships, corporations, or LLCs may also choose to file a DBA.

## Employer Requirements
There are several registration requirements for businesses which have employees:
Withholding Income Taxes: The IRS requires that records of employment taxes be kept for at least four years. An overview of employer responsibilities regarding the withholding of federal taxes is provided in the IRS Employer's Tax Guide publication.

### Federal Income Tax Withholding (Form W-4)
All employees must fill out an exemption certificate for their employer (Form W-4) either on or before their start date. The employer is then responsible for submitting the W-4 to the IRS for verification.

### Federal Wage and Tax Statement (Form W-2)
Employers must report annually to the IRS on the wage and tax information withheld for all employees. This report is filed using Form W-2, Wage, and Tax Statement. A W-2 must be completed for each employee by January 31 each year. Copy A of the W-2 Form is sent to the Social Security Administration (SSA) to report employee wages for the preceding year. The Social Security Administration provides additional Employer, W-2 Filing Instructions, and Information.

### State Taxes
 The requirement of state tax withholding varies depending on where employees are located. Visit your state tax agency for further information. California businesses are required to register with the Employment Development Department (EDD) to file reports and pay taxes.

### Employee Eligibility Verification (I-9 Form)
Federal law requires that employers verify work eligibility in all employees hired after November 6, 1986. Proof of eligibility to work in the United States, must be completed within three days of hire by completing the Employment Eligibility Verification Form, commonly referred to as an I-9 form. Form I-9 must be completed for both citizens and non-citizens.

### New Hire Reporting
Employers must declare all newly and re-hired employees within 20 days of hire. This information should be submitted via the State of California New Hire Reporting Program.

### Insurance Requirements
The State of California requires businesses to carry certain kinds of insurance. The Employment Development Department (EDD) administers California's Unemployment Insurance and State Disability Insurance (including Paid Family Leave), payroll, and income tax withholding.

### Disability Insurance
Temporary disability insurance benefits provide payment to workers, if needed, due to a non-work related illness or injury. Employers are responsible for deducting this tax from employee wages and reporting taxes to the state. More information regarding various kinds of disability insurance can be found at the State Disability Insurance web page.

### Unemployment Insurance Tax
Businesses are required to pay unemployment benefits to eligible employees. More information regarding unemployment benefits can be located on the Unemployment page of the State of California Employment Development Department.

### Workers' Compensation Insurance
A Worker's Compensation claim can be filed by employees who are injured while being on the job. The California Department of Industrial Relations provides a list of frequently asked questions regarding Workers' Compensation coverage for employers.


The blog posts provided on this website do not, and are not intended to, constitute legal advice; instead, all information, content, and materials available on this blog are for general informational purposes only.

Starting a new business in California takes multiple steps to achieve. These steps vary based upon the type of business and their location. While it is important to check specific rules and regulations in the county and city where you wish to conduct business, here is an overview of the license and permits required. 

Essential License and Permits for Starting a Business in California 

A contract represents a legally binding mutual agreement by both parties that can be enforced under the law. It makes a business agreement official and is a pledge that both parties will take their obligations seriously. However, there are numerous situations where a contract can be declared void hence rendering it invalid. Below are the various types of exemptions that can void a contract.

### Modification of the contract.
If all the parties in the contract agree to change or modify the contract's terms later, the new changes will void the original contract. Similarly, if one party singly alters a term in the contract without involving the other party, the contract can be canceled if a complaint is filed. 
### Related agreements.
A contract can be voided if there exists a similar contract that does not contradict or alter the terms of the main contract.
Failure to adhere to the contract's terms and conditions
If one of the parties is in breach of the contract's agreed terms, the other party could file a complaint, and the contract could be voided. This can occur when ambiguous terms susceptible to multiple interpretations are used in the contract, a weakness one party may exploit. 
### Incorrect reference to a previous contract
A contract can be voided if it incorrectly reflects terms in another contract. One example would be by of a new contract stating three years of services while only two were previously agreed.
### Faults/ illegalities in the contract formation
Numerous defects can be overlooked or missed during the contract formation, and these may later form the basis for invalidating a contract. For example, if one party was pushed or coaxed into the contract or if the contract itself was unlawful.
To avoid cases where contracts are voided, anyone entering into a contract should carefully review it and ensure that everything is clearly and correctly spelled out as agreed and adhere to the contract's terms. 


The blog posts provided on this website do not, and are not intended to, constitute legal advice; instead, all information, content, and materials available on this blog are for general informational purposes only.

A contract represents a legally binding mutual agreement by both parties that can be enforced under the law. However, there are numerous situations where a contract can be declared void hence rendering it invalid. Below are the various types of exemptions that can void a contract.

Exemptions that can Void a Contract

body {
  font-family: 'Open Sans', sans-serif;
}

:root {
  /** colors **/
  --background: #f3f4f6;
  --onBackground: #222222;
  --surface: #ffffff;
  --onSurface: #222222;

  --primary-50: #5f697a;
  --primary-100: #555f70;
  --primary-200: #4b5566;
  --primary-300: #414b5c;
  --primary-400: #374152;
  --primary-500: #2d3748;
  --primary-600: #232d3e;
  --primary-700: #192334;
  --primary-800: #0f192a;
  --primary-900: #050f20;

  --onPrimary-50: #050f20;
  --onPrimary-100: #050f20;
  --onPrimary-200: #0f192a;
  --onPrimary-300: #0f192a;
  --onPrimary-400: #232d3e;
  --onPrimary-500: #ffffff;
  --onPrimary-600: #ffffff;
  --onPrimary-700: #ffffff;
  --onPrimary-800: #ffffff;
  --onPrimary-900: #ffffff;

  --secondary-50: #fffbea;
  --secondary-100: #fff3c4;
  --secondary-200: #fce588;
  --secondary-300: #fadb5f;
  --secondary-400: #f7c948;
  --secondary-500: #f0b429;
  --secondary-600: #de911d;
  --secondary-700: #cb6e17;
  --secondary-800: #b44d12;
  --secondary-900: #8d2b0b;

  --onSecondary-50: #cb6e17;
  --onSecondary-100: #cb6e17;
  --onSecondary-200: #b44d12;
  --onSecondary-300: #b44d12;
  --onSecondary-400: #ffffff;
  --onSecondary-500: #ffffff;
  --onSecondary-600: #ffffff;
  --onSecondary-700: #ffffff;
  --onSecondary-800: #ffffff;
  --onSecondary-900: #ffffff;

  --supporting-50: #ffe3e3;
  --supporting-100: #ffbdbd;
  --supporting-200: #ff9b9b;
  --supporting-300: #f86a6a;
  --supporting-400: #ef4e4e;
  --supporting-500: #e12d39;
  --supporting-600: #cf1124;
  --supporting-700: #ab091e;
  --supporting-800: #8a041a;
  --supporting-900: #610316;

  --neutrals-50: #f7f7f7;
  --neutrals-100: #e1e1e1;
  --neutrals-200: #cfcfcf;
  --neutrals-300: #b1b1b1;
  --neutrals-400: #9e9e9e;
  --neutrals-500: #7e7e7e;
  --neutrals-600: #626262;
  --neutrals-700: #515151;
  --neutrals-800: #3b3b3b;
  --neutrals-900: #222222;

  /** typography **/
  --headlineFamily: 'Raleway', sans-serif;
  --subtitleFamily: 'Open Sans', sans-serif;
  --bodyFamily: 'Open Sans', sans-serif;
  --captionFamily: 'Open Sans', sans-serif;
  --buttonFamily: 'Open Sans', sans-serif;
}


/* cyrillic-ext */
@font-face {
  font-family: 'Open Sans';
  font-style: normal;
  font-weight: 400;
  font-display: swap;
  src: local('Open Sans Regular'), local('OpenSans-Regular'), url(https://fonts.gstatic.com/s/opensans/v17/mem8YaGs126MiZpBA-UFWJ0bf8pkAp6a.woff2) format('woff2');
  unicode-range: U+0460-052F, U+1C80-1C88, U+20B4, U+2DE0-2DFF, U+A640-A69F, U+FE2E-FE2F;
}
/* cyrillic */
@font-face {
  font-family: 'Open Sans';
  font-style: normal;
  font-weight: 400;
  font-display: swap;
  src: local('Open Sans Regular'), local('OpenSans-Regular'), url(https://fonts.gstatic.com/s/opensans/v17/mem8YaGs126MiZpBA-UFUZ0bf8pkAp6a.woff2) format('woff2');
  unicode-range: U+0400-045F, U+0490-0491, U+04B0-04B1, U+2116;
}
/* greek-ext */
@font-face {
  font-family: 'Open Sans';
  font-style: normal;
  font-weight: 400;
  font-display: swap;
  src: local('Open Sans Regular'), local('OpenSans-Regular'), url(https://fonts.gstatic.com/s/opensans/v17/mem8YaGs126MiZpBA-UFWZ0bf8pkAp6a.woff2) format('woff2');
  unicode-range: U+1F00-1FFF;
}
/* greek */
@font-face {
  font-family: 'Open Sans';
  font-style: normal;
  font-weight: 400;
  font-display: swap;
  src: local('Open Sans Regular'), local('OpenSans-Regular'), url(https://fonts.gstatic.com/s/opensans/v17/mem8YaGs126MiZpBA-UFVp0bf8pkAp6a.woff2) format('woff2');
  unicode-range: U+0370-03FF;
}
/* vietnamese */
@font-face {
  font-family: 'Open Sans';
  font-style: normal;
  font-weight: 400;
  font-display: swap;
  src: local('Open Sans Regular'), local('OpenSans-Regular'), url(https://fonts.gstatic.com/s/opensans/v17/mem8YaGs126MiZpBA-UFWp0bf8pkAp6a.woff2) format('woff2');
  unicode-range: U+0102-0103, U+0110-0111, U+0128-0129, U+0168-0169, U+01A0-01A1, U+01AF-01B0, U+1EA0-1EF9, U+20AB;
}


/* latin-ext */
@font-face {
  font-family: 'Open Sans';
  font-style: normal;
  font-weight: 400;
  font-display: swap;
  src: local('Open Sans Regular'), local('OpenSans-Regular'), url(https://fonts.gstatic.com/s/opensans/v17/mem8YaGs126MiZpBA-UFW50bf8pkAp6a.woff2) format('woff2');
  unicode-range: U+0100-024F, U+0259, U+1E00-1EFF, U+2020, U+20A0-20AB, U+20AD-20CF, U+2113, U+2C60-2C7F, U+A720-A7FF;
}
/* latin */
@font-face {
  font-family: 'Open Sans';
  font-style: normal;
  font-weight: 400;
  font-display: swap;
  src: local('Open Sans Regular'), local('OpenSans-Regular'), url(https://fonts.gstatic.com/s/opensans/v17/mem8YaGs126MiZpBA-UFVZ0bf8pkAg.woff2) format('woff2');
  unicode-range: U+0000-00FF, U+0131, U+0152-0153, U+02BB-02BC, U+02C6, U+02DA, U+02DC, U+2000-206F, U+2074, U+20AC, U+2122, U+2191, U+2193, U+2212, U+2215, U+FEFF, U+FFFD;
}
/* latin-ext */
@font-face {
  font-family: 'Raleway';
  font-style: normal;
  font-weight: 400;
  font-display: swap;
  src: local('Raleway'), local('Raleway-Regular'), url(https://fonts.gstatic.com/s/raleway/v14/1Ptug8zYS_SKggPNyCMIT4ttDfCmxA.woff2) format('woff2');
  unicode-range: U+0100-024F, U+0259, U+1E00-1EFF, U+2020, U+20A0-20AB, U+20AD-20CF, U+2113, U+2C60-2C7F, U+A720-A7FF;
}
/* latin */
@font-face {
  font-family: 'Raleway';
  font-style: normal;
  font-weight: 400;
  font-display: swap;
  src: local('Raleway'), local('Raleway-Regular'), url(https://fonts.gstatic.com/s/raleway/v14/1Ptug8zYS_SKggPNyC0IT4ttDfA.woff2) format('woff2');
  unicode-range: U+0000-00FF, U+0131, U+0152-0153, U+02BB-02BC, U+02C6, U+02DA, U+02DC, U+2000-206F, U+2074, U+20AC, U+2122, U+2191, U+2193, U+2212, U+2215, U+FEFF, U+FFFD;
}

There are many advantages to forming a company as a limited liability partnership (LLP). As the name would suggest, this form of business typically protects the partners from excessive loss as a result of wrongdoing. But despite being removed from the risk, the nature of a partnership still allows owners to be extremely hands-on, helping to shape the business and roles into precisely what is desired. Here's how to form an LLP in California: 

## Begin the application

Download a limited liability partnership application from the California Secretary of State's website. Like attorneys, doctors, or accountants, individual professionals may need to file additional registration following application approval. 
Make sure that the name of the company is ready. California requires that all registered LLP's indicate that status through their name. This name could look like tacking "LLP" onto the end of the business's title or spelling out the full acronym. 
Now would also be a great time to establish a written partnership agreement. This agreement is not mandated in California but is a great way to ensure that partnerships run smoothly. 

## Select a registered agent 

A registered agent will manage legal documents on behalf of the LLP. They can be found in the form of an individual, or a hired private company. 
Registered agents can also assist in finding the best insurance fit for the company. LLP's are required by the state of California to "have security for claims against [them]." Insurance needs vary depending on the nature of the business that will be conducted. Examining the California Corporations Code can assist in guaranteeing an LLP's full, safe coverage. 

## File taxes 
LLPs pay an annual tax of $800, instead of paying income tax. Despite this, there is still filing to be done with the government. Most owners will need to complete a Partnership Return of Income form and pay taxes on their shares of the partnership's earnings. 

Lauded for being one of the easier business types to form, these three steps will quickly get an LLP off the ground. From completing the application to filing the first return, a limited-liability partnership will give owners the freedom and safety they need to run a business successfully. For more information, please view all of the Secretary of State's tips here. 

The blog posts provided on this website do not, and are not intended to, constitute legal advice; instead, all information, content, and materials available on this blog are for general informational purposes only.

There are many advantages to forming a company as a limited liability partnership (LLP). As the name would suggest, this form of business typically protects the partners from excessive loss as a result of wrongdoing. 

How to Form an LLP in California 

Gregory Lehrmann offers diverse advocacy to his clients with a wide range of experience in both litigation and transactional matters. Prior to joining The Berglund Group, Mr. Lehrmann worked as an attorney with a litigation firm based in Los Angeles. Relocating from his native Texas, he graduated from the University of California, Los Angeles with a major in communications studies. Staying in the Los Angeles area, he earned his Juris Doctor from Pepperdine University School of Law. During law school, he clerked for Federal District Judge Lee Yeakel, was an editor of the Journal of Business, Entrepreneurship, and the Law, and a board member of the LGBT Society.

Gregory Lehrmann offers diverse advocacy to his clients with a wide range of experience in both litigation and transactional matters.



Setup your initial consultation with our knowledgeable legal team. Give us a call at +1(323)-984-7446 or fill out the form below. We look forward to meeting you.

Contact Us

Since the beginning of the coronavirus emergency, both large and small companies have combined talents and found creative ways to combat the crisis and the virus. Some of these are obvious: pharmaceutical companies and biotechnology firms sharing medical and gene patents to develop vaccines. Some are less obvious: software developers and programmers trading ideas as remote connectivity becomes a daily need.

## Intellectual Property, not just software

Many think of software or computer programs when regarding intellectual property. The concept of having intellectual property first entered the mainstream in the 1990s, as litigation over rights to computer platforms became commonplace. Nearly anything that is not a tangible property can be considered "intellectual property," including ideas, genetic sequences, drug formulas, trademarks, and copyrights. Intellectual property is subject to the same contract protections as any other property. It can be challenging to prove and protect an idea as unique and proprietary, since another scientist or developer within the same field may independently develop the same idea.

## Protecting Ownership While Helping Society

Some mechanisms for sharing intellectual property for the benefit of all already exist.

- Open Source Software has been available since the early BBS days. Open source is a type of software licensed by the original developer. Still, it grants a user the right to copy, modify, and distribute the source code, subject to specific licensing terms and conditions. Open source is highly prized in the software industry because it encourages an open exchange of ideas among creative renegades. The two most common licensing terms, "copyleft" and permissive licensing, typically require the user to acknowledge the source code and disclaims liability for use by the original coder.
- A Patent Pool is an agreement between two or more patent holders, who have agreed to share multiple patents, where cross-licensing is used to share various technologies. Care needs to be taken when cross-licensing to steer clear of antitrust investigations. Allegations of price-fixing or unfair competition may arise if patent pools exclude other companies from entering the market.

## The Open COVID Pledge

A consortium of major corporations, including Microsoft, Amazon, Intel, and Sandia Laboratories, have formed the Open COVID Pledge, a promise to share among one another without reservation any technologies needed to address the current emergency. Each company is allowed to create its license, which embodies the Pledge, but licenses its technology to the others, under terms similar to the Open Source and Patent Pool agreements already available today.
Risks and Concerns to Small Businesses
Smaller companies that seek to take advantage of open-source agreements need to tread cautiously in the market, mainly because someday the crisis will end.

- A license should not be an assignment. The licensor should retain ownership, and in these cases, the licensor should retain the right of usage.
- Any license should have a termination, even if it means renegotiating the license during the COVID crisis. Smaller companies should not assume that their license has a natural endpoint with discovering a vaccine or the reopening of business or state. Specify a date or event.
- Consider future opportunities or marketing. The license should be as narrow of scope as it can be managed to encompass the parties' desired outcome. All parties want to help end the crisis, but should not let it lap over into post-crisis opportunities.

Intellectual property will likely be the driving force that propels us out of the current emergency. Sharing ideas and concepts is the best way to ensure our nation recovers. Still, foresight and a little assistance from a skilled attorney in drafting the proposal and license will ensure the company can reap the benefits after recovery is reached.


The blog posts provided on this website do not, and are not intended to, constitute legal advice; instead, all information, content, and materials available on this blog are for general informational purposes only.

Since the beginning of the coronavirus emergency, both large and small companies have combined talents and found creative ways to combat the crisis and the virus. 

COVID-19 and Intellectual Property Sharing: Working for a Cure

Keith Berglund, principal and founder of The Berglund Group, has been practicing law since 1983. He began his legal career clerking for a federal bankruptcy judge in Chicago who was overseeing at that time one of the largest bankruptcy cases in the world – Energy Cooperative, Inc. For over 37 years, Mr. Berglund has been a zealous advocate and consultant for corporate and high net worth individuals with a focus on complex commercial, entertainment, litigation, and debt restructuring-related matters – with a special emphasis in Europe (Mr. Berglund was with the Royal Danish Consulate for three years), the Pacific Rim and Latin America.

Mr. Berglund’s significant and diversified financial, litigation, and Wall Street legal background has allowed Mr. Berglund to represent a wide variety of clients across several industry sectors, including, his eminence Pope Saint John Paul II, Universal Entertainment, BMG Entertainment, LaFace Records (conducted trial involving the then #1 group in the world “TLC”), Jive Records, Fox Films, eOne Entertainment (Death Row Records), Nordisk Films, Island Records, Sony Entertainment, EMI Publishing, Gloria Estefan, Polygram Filmed Entertainment, Madonna, Nordisk Film – “Babette’s Feast – Best Foreign Film, Lone Star Opportunity Fund, Hyatt Corporation, CIT, Bank America Business Credit, GECC, numerous Asian Financial Institutions, Heller Financial and a number of venture capital funds, including Brentwood Venture Capital and many others.

Mr. Berglund was nominated to West Point in 1975 and subsequently received his Bachelor of Science (concentration in finance) in Business from Eastern Illinois University in 1979. Mr. Berglund then earned an M.B.A. (concentration in finance/accounting) and his J.D. with honors (top 5%) from DePaul University in 1983. Mr. Berglund was a trust analyst with The Northern Trust for three years and worked for a Fortune 100 company as a financial analyst prior to entering law school. Mr. Berglund also participated in the exclusive 2019 Harvard University Executive MBA Program – “This Business of Entertainment, Media and Sports.” Mr. Berglund also Externed and clerked with the Hon. David Coar, N.D. Illinois and the Hon. Frederick j. Hertz, Bankruptcy Judge N.D. Illinois.

Mr. Berglund is a member of and licensed with the California, Illinois, Georgia, and Texas Bar Associations and is ranked AV Preeminent by Martindale-Hubbell. Further, Mr. Berglund has been rated within the top 5% of lawyers in California by Super Lawyers and has received a number of other accolades for high performance in the profession.

Mr. Berglund is an avid philanthropist who has lectured extensively in the areas of debt restructuring (engineered restructuring which was Business Week stock of the year), international business, entertainment, sophisticated business litigation, and bankruptcy. He has been an active member of big brother programs in Chicago and Atlanta and he was a member of the board of the Atlanta Youth Orchestra and Atlanta Arts Festival. Mr. Berglund has for a number of years coached boys’ basketball and football in the Los Angeles community. Mr. Berglund is also on the advisory council of the Swedish-American Chamber of Commerce and on the executive board of the Norwegian American Chambers of Commerce, Los Angeles World Affairs Council – International Circle, and the Presidential Association for the San Diego Zoo and Wildlife Park. Mr. Berglund was also the commencement speaker for Eastern Illinois University for 2016. Mr. Berglund was on the Board of Alpha Leadership Academy, which provided educational training and leadership for disadvantaged youths in South-Central Los Angeles.

Keith Berglund, principal and founder of The Berglund Group, has been practicing law since 1983. He began his legal career clerking for a federal bankruptcy judge in Chicago who was overseeing at that time one of the largest bankruptcy cases in the world – Energy Cooperative, Inc. For over 37 years, Mr. Berglund has been a zealous advocate and consultant for corporate and high net worth individuals with a focus on complex commercial, entertainment, litigation, and debt restructuring-related matters – with a special emphasis in Europe (Mr. Berglund was with the Royal Danish Consulate for three years), the Pacific Rim and Latin America.

Keith Berglund 

All across the United States, thousands upon thousands of civil lawsuits are filed every day. In many cases, civil disputes can be resolved to satisfy everyone involved without time-consuming and costly litigation through legal dispute resolution (also referred to as "alternative dispute resolution").

## What is Legal Dispute Resolution?

Legal dispute resolution is a way to avoid escalation to a lawsuit. There are four common methods of dispute resolution:

* **Arbitration** 
In arbitration, a neutral third party is called in to hear both sides and recommend a mutually acceptable solution. Non-binding arbitration means that both sides retain the right to pursue other forms of dispute resolution, including litigation if they disagree with the arbitrator's recommendation. Binding arbitration means that both sides must adhere to an arbitrator's decision.

* **Mediation** 
Mediation is similar to arbitration in that a neutral 3rd party attempts to help both sides peacefully resolve their dispute. However, unlike arbitration, the mediator has no vested power to resolve the conflict on their own. The contending parties remain in control of the outcome.

* **Neutral evaluation**
 In this method, instead of communicating with each other, both sides submit their argument to a neutral evaluator. The neutral evaluator considers the evidence on both sides, weighs all factors involved, and then makes a recommendation as to how best to resolve the conflict. This recommendation is not binding but can serve as a useful springboard for further discussion.

* **Settlement conference** 
A settlement conference can be an appropriate option in cases that could be settled without litigation. Both parties and their attorneys meet with a judge to weigh the strengths and weaknesses of each side of the case. While the judge does not decide the case, the judge may be able to guide both sides to a mutually acceptable solution.

## What Does a Dispute Resolution Attorney Do?

A dispute resolution attorney is a legal professional with the required experience and knowledge to help a client navigate the dispute resolution process. A dispute resolution attorney must have the skills needed to plead their client's cause in a courtroom. However, their value often lies in their in-depth understanding of resolution alternatives that could benefit their client, and avoid a costly lawsuit.

The blog posts provided on this website do not, and are not intended to, constitute legal advice; instead, all information, content, and materials available on this blog are for general informational purposes only.

Civil disputes can be resolved to satisfy everyone involved without time-consuming and costly litigation through legal dispute resolution,

Understanding Legal Dispute Resolutions 

Lilibet Behdadnia has a background in transactional and litigation law, specializing in matters for social media influencers, entertainment, and intellectual property. With the increased prevalence of social media, Ms. Behdadnia has focused her practice on counseling social media influencers and providing her clients with representation in numerous matters regarding technology, app/website development, management, sponsorship, brand-product, merchandise, and campaign agreements. Lilibet further focuses her practice on intellectual property matters concerning copyrights and trademarks. 

Lilibet is a graduate of Pepperdine University Caruso School of Law, where she earned her Juris Doctor, and a graduate of UCLA, where she holds a Bachelor of Arts in Sociology. While at Pepperdine, she earned three certificates in Entertainment, Media, and Sports Law; Entrepreneurship and the Law; and Dispute Resolution from the Straus Institute for Dispute Resolution. Additionally, she received a merit scholarship and a CALI Excellence for the Future Award in Entertainment Law Seminar- Film. Lilibet has interned across a spectrum of fields, which include entertainment, intellectual property, international, and human rights law; notably interning for NBCUniversal (i.e., Universal Pictures), the Office of Policy and International Affairs at the U.S. Copyright Office, BBC Studios, PRS for Music, Justice UK, and Ramo Law PC.

Lilibet’s speaking engagements include moderating a Q&A session with the CEO of United Talent Agency at the JEL Conference, chairing and moderating Legal and Athletic Perspectives on Debuting Olympic Sports at the Beverly Hills Bar Association, and speaking as a panelist on Building Your Resume and Network in Intellectual Property at Pepperdine law.

Lilibet’s publications include Safety Gears in Olympic Skateboard: A New Billboard for Brands published in the Global Fashion Lawyer by the Beverly Hills Bar Association, and International Students Facing Deportation Receive Welcome Reprieve Following Lawsuits Filed by Universities Against U.S. Department of Homeland Security, published by the U.S.-Iran Chamber of Commerce.

In her collegiate years, Lilibet’s extracurricular activities include co-founding the Pre-law Transfer Society at UCLA and, during law school, serving as the Vice President for Sports and Entertainment Law Society and Jewish Law Student Association. Lilibet is an active member of the non-profit, the Jewish Graduate Student Initiative, and a committee member of the International Committee at the Beverly Hills Bar Association. Lilibet is an avid traveler (having traveled to over 23 countries), a coffee connoisseur, and a record collector.


Lilibet Behdadnia has a background in transactional and litigation law, specializing in matters for social media influencers, entertainment, and intellectual property. 

A Limited Liability Corporation (LLC) and a Limited Liability Partnership (LLP) are similar business entities that provide their owners with a level of protection from personal liability. Yet, these entities have vital differences related to who may form each, personal liability protection, and taxation. Owners create an LLC or an LLP by registering with a particular state. 

## LLC

One individual, multiple individuals, an organization, or another legal entity may form an LLC. Owners of an LLC are its members. While the most common business formations are LLCs, some states prohibit particular professions from forming one.
Members must run their business per their LLC's operating agreement. That document outlines member responsibilities, the distribution of profits or losses, and daily operations. 

Generally, an LLC protects its members' personal assets from liability. The members are not personally responsible for the LLC's debts. If someone sues the LLC, the members are not at risk of losing their personal property. The caveat is the members must not break the personal liability shield through poor recordkeeping or mingling private transactions with LLC transactions. Members have the option of filing the LLC's taxed as a partnership, sole proprietorship, corporation, or an S corporation.

##LLP

An LLP must have at least two owners, who are known as partners. Only individuals may own an LLP. A state may limit ownership of an LLP to certain professions. The operating document for an LLP is the partnership agreement.
The type of personal liability protection an LLP offers varies from state to state. Some state's rules prevent partners from being held personally liable for another partner's negligence, but partners retain personal liability for the LLP's obligations.
Some states require managing partners to have unlimited personal liability while shielding non-managerial partners from personal liability. A protected partner may break the liability shield by getting involved in managerial responsibilities. Owners have to file the LLP's taxes as a partnership. 

The blog posts provided on this website do not, and are not intended to, constitute legal advice; instead, all information, content, and materials available on this blog are for general informational purposes only.

A Limited Liability Corporation (LLC) and a Limited Liability Partnership (LLP) are similar business entities that provide their owners with a level of protection from personal liability.

LLP vs LLC 

Meet Our Team

While modern technology has provided numerous opportunities for businesses to thrive, it has also led to a proliferation of malpractice and fraud. 

As such, cases of companies being exploited have risen significantly, which often leads to loss of value and, consequently, revenue. For this reason, protecting a brand cannot be underestimated.

## Here are four ways to protect your brand legally.

• Keep a good reputation

• Prevent tampering

• Create legal divisions

• Preserve value

## Keep a good reputation.

A good reputation is pivotal to the success of any business. With the rise of technology, it has become easy for people to tarnish other brands' reputations by selling products under false brand names. For instance, one may decide to sell substandard goods using a famous brand's domain, and hence spoil its name among consumers. A legally protected brand, however, is difficult to replicate and can be relied upon as a safeguard from illegal activities. 

## Prevent tampering

Tampering of products is a common phenomenon, and in some cases, it can have dangerous effects on consumers. For example, if an individual distributes a contaminated beauty product under a famous brand's name, the original company can be liable for the damages caused to consumers. To reduce these risks ensure the company is following government and industry standards and is diligent in providing alternate means of packaging, delivery, and testing to avoid potential tampering. If it does occur, however, decisive action should be taken to ensure the company's integrity. Taking appropriate actions to prevent possible tampering or modifications can help protect your company from being held responsible. 

## Create legal divisions

Legal divisions help to save businesses under one brand from affecting each other negatively. Therefore, in times of a crisis, you do not have to lose all your businesses. Create these divisions by separating them with LLCs independent of each other. To find out more about how to start an LLC check out our blog on [Starting an LLC in California](https://www.berglundgroup.com/blog/forming-an-llc-in-california).

## Preserve value

The value of a brand is what attracts it to consumers. A legally protected brand is less at risk to be counterfeited, and hence, it maintains its originality. Moreover, the fact that it is legally protected means that every product or service associated with it can be trusted. Conversely, a brand with no legal protection is vulnerable to exploitation, and in the end, it can lose its value.

Legal brand protection is critical in safeguarding a business for the long term. Failure to protect it might subject it to exploitation and abuse from opportunists.


The blog posts provided on this website do not, and are not intended to, constitute legal advice; instead, all information, content, and materials available on this blog are for general informational purposes only.

While modern technology has provided numerous opportunities for businesses to thrive, it has also led to a proliferation of malpractice and fraud. As such, cases of companies being exploited have risen significantly, which often leads to loss of value and, consequently, revenue. For this reason, protecting a brand cannot be underestimated.

Four Ways to Protect Your Brand Legally

Russell Miller focuses his practice on counseling his clients in both civil litigation and transactional matters, providing result-oriented representation and aggressive advocacy unique to each clients’ needs. Throughout his legal career, Mr. Miller has represented individuals and corporate entities in diverse fields, including financial services, cultivation, sports, entertainment, and retail.

As a litigator, he has represented clients in disputes in state and federal courts, involving breach of contract, negligence, fraud, unfair business practices, trade secret, employment discrimination, harassment, retaliation, wrongful discharge, and other statutory, contract, and tort claims.

Mr. Miller attended Carthage College, receiving his Bachelor's Degree in Marketing and Business Administration in 2012. Shortly thereafter, Mr. Miller attended Whittier Law School on an academic scholarship and received a CALI Excellence for the Future Award (granted to the highest scoring student in class) in Entertainment Law. He received his Juris Doctorate in 2016 and was subsequently admitted to the California Bar in May 2017. Mr. Miller has been admitted to practice in the Central District of California.

Outside the office, Mr. Miller is an avid fisherman and adventurer. Mr. Miller loves the excitement and camaraderie of traveling with his family experiencing new places, people, and cultures.

Russell Miller focuses his practice on counseling his clients in both civil litigation and transactional matters, providing result-oriented representation and aggressive advocacy unique to each clients’ needs. Throughout his legal career, Mr. Miller has represented individuals and corporate entities in diverse fields, including financial services, cultivation, sports, entertainment, and retail.

Socials

There are specific steps that a sole proprietor in California can take to operate their business legally. One crucial step is to register a DBA with the state if they want to operate under a different name other than their own. 

For more information general information about starting a sole proprietorship check out: 
 
 [Starting a Sole Proprietorship in California](https://www.berglundgroup.com/blog/starting-a-sole-proprietorship)

### What is a DBA?
The acronym DBA stands for "doing business as." This term refers to a situation in which an entrepreneur or company does business under a different name than its legally registered one. A DBA is also called an FBN, or "fictitious business name."

DBAs protect consumers from unscrupulous business owners. A DBA prevents a business owner or sole proprietor from evading liability by operating under a different name. At the same time, it allows business owners to choose a name for their operation that may be more marketable to their audience than their legal name.

### When is a DBA Required in California?
A DBA is always required in California when a sole proprietor, or any other business entity, wants to operate and sign legal documents under a different name. The only exception to this rule is if a sole proprietor incorporates his or her last name into the business name.

For example, if someone named John Smith wanted to start a business called "Smith's Auto Repairs," they may not need to file a DBA. However, if they wanted to call their operation "John's Auto Repairs," then a DBA would be required. A DBA would also be necessary if they wanted to choose a completely different name for their company, such as "A1 Auto Repairs," or "Superior Auto Repairs."

Many sole proprietors are required to file a DBA in the state of California. The only exception is when the owner's last name is part of the business name. DBAs protect consumers, and at the same time, allow business owners to brand their operation appealingly.

The blog posts provided on this website do not, and are not intended to, constitute legal advice; instead, all information, content, and materials available on this blog are for general informational purposes only.

There are specific steps that a sole proprietor in California can take to operate their business legally. One crucial step is to register a DBA with the state if they want to operate under a different name other than their own. 

Does a Sole Proprietor Need a DBA in California?

## What is a Sole Proprietorship?

The most common type of new business is a sole proprietorship. A sole proprietorship is a type of business entity that consists of only one individual that wholly owns the company and runs the company in its entirety. A sole proprietorship views the individual and the company as the same, for legal purposes. Individual taxpayers, as well as married couples, are eligible to start a sole proprietorship. A business classified as a sole proprietorship will remain active until dissolution occurs or the death of its owner. In California, a sole proprietorship does not need to register the business with the Secretary of State, but may need to register their name.

## What are the Liabilities of a Sole Proprietorship?

Having a sole proprietorship offers no legal protection to an individual. The business owner's assets are at risk, and they will be personally liable for any debts, liabilities, and taxes incurred by their business. The business classification for a sole proprietorship is a pass-through entity, which means all of the business profits will pass down to the owner of the company and taxed as personal income.

## Steps to Begin a Sole Proprietorship in California:
In comparison to other business entities, beginning a sole proprietorship in California is relatively simple and straightforward.

### 1. Choose a unique name for the business. 

Take the time to research business names. The chosen name must be unique and not too similar to other existing businesses registered in the state. The chosen business name also must not be misleading.

### 2. File a Fictitious Business Name Statement or DBA (Doing Business As) notice with the county's recorder. 

If the name chosen for the business includes the last name of the business owner or if the business owner is planning on only using their name for business purposes, then it is not a requirement to file a Fictitious Business Name Statement in the state of California. If the business name will not include the name of the business owner, there is a grace period of only 40 days from the business' start date to file a Fictitious Business Name Statement. To complete the registration of a Fictitious Business Name in California, the owner must publish the name in a well-known publication in the county of the business's location consecutively for four weeks.

### 3. Obtain an EIN (Employer Identification Number) from the IRS 

An EIN is only mandatory if the business is planning on hiring employees. There are benefits to obtaining an EIN even if the owner will be the only individual conducting business for the company. An EIN will allow the business owner to open business accounts as well as offer a level of identity protection bypassing the use of their social security number.

### 4. Obtain any licenses and permit required 

Take the time to research the requirements in the particular county and city of the business location. Most counties will require that all entities doing business obtain a business license. Depending on the line of work for the company, there may be additional requirements, like a vendor license or a home-based license. If the business is operating out of a storefront or other location, the owner will also need to obtain all necessary permitting and zoning approvals required to run their business.

### 5. Get your business up and running 

Once the business has established its sole proprietorship status with the State of California, the owner may then proceed in obtaining any other necessities to get the business up and running. These necessities could include bank accounts, liability insurance, accounting designations, and tax reporting requirements.

Starting a sole proprietorship is a process. This simple guide overviews what creating a sole proprietorship entails. This article is not legal advice. However, the formation of any business can benefit from having an attorney to guide the process. Contact the Berglund Group today for a free consultation.

The blog posts provided on this website do not, and are not intended to, constitute legal advice; instead, all information, content, and materials available on this blog are for general informational purposes only.

In comparison to other business entities, beginning a sole proprietorship in California is relatively simple and straightforward.

Starting a Sole Proprietorship in California 

In today's corporate world, there are many ways for employees to receive compensation for their work. Apart from actual cash remuneration, one popular method of rewarding employees is to give them stock. 

## What is a Stock Option?

A stock option is a benefit that enables employees to purchase stock shares within a company at a predefined price if they choose to do so. For example, if Company X has 2 million shares worth $2 apiece, but allows its employees to buy the stock at $1.50 per share, then the company's employee stock option would be discounted at a rate of $0.50 per share. Stock options are beneficial to employees because they can enjoy a higher return on investment than an outside investor would if the company's shares increase in value. 

## What is a Restricted Stock?

Restricted stock is a form of a stock option where a company commits to giving an employee stock after specific requirements are fulfilled during a set length of time. The shares are considered restricted because they are subject to a vesting schedule, which can be based on performance goals, length of employment, or other specific types of milestones. The vesting period can last several years and during which the restricted stock units (RSUs) cannot be sold. Upon vesting, the IRS views such restricted stock as taxable income, and a portion is withheld to pay income taxes. The rest of the shares are for the employee to sell at their discretion. Startup companies often use a restricted stock compensation strategy, but with the accounting scandals like Enron in the mid-2000s, RSUs have become a popular choice over stock options.


## What is a Stock Restriction Agreement (SRA)? 

A stock restriction agreement (SRA) is a legal contract made between a company and its founders for an allotment of unvested shares of stock with certain restrictions on when it can be sold. An SRA is intended to safeguard a developing company's growth by guaranteeing continued founder involvement and deterring a premature equity sell-off. The objective of an SRA is to provide an incentive to the founders to continue contributing their time and talent toward the company's mutual success.

Equity ownership in the form of unvested stock shares is a common form of compensation divvied up between founders during a company's startup, when cash and other capital can be scarce, having been invested into the venture. To ensure all founders maintain a committed business relationship with the company for a set period, the SRA outlines a timetable for when the unvested stock shares become available for sale. The sale is typically under a graded vesting schedule.

 A standard graded vesting schedule would be 25% a year over four years and may also be contingent upon the achievement of specific milestones such as a product launch, earnings per share (EPS) goals, or other performance metrics and financial targets. If the founder leaves or is terminated from the company before completion of the vesting schedule, the remaining unvested shares are forfeited. Additionally, the company usually retains the right to repurchase the unvested shares for a certain amount if the founder terminates their relationship with the company. However, once the founder has remained with the company for the entire time set within the vesting timeframe, then the stock becomes free from any repurchase rights held by the company and is therefore vested. 

The Securities & Exchange Commission (SEC) regulations that govern the trading of restricted stock are outlined under SEC Rule 144, which describes the registration and public trading of restricted stock and the limits on holding periods and volume. Founders looking to enter into an SRA should consider retaining an attorney since such agreements require a highly specialized understanding of tax and securities regulations. 

The blog posts provided on this website do not, and are not intended to, constitute legal advice; instead, all information, content, and materials available on this blog are for general informational purposes only.

A stock restriction agreement (SRA) is a legal contract made between a company and its founders for an allotment of unvested shares of stock with certain restrictions on when it can be sold. An SRA is intended to safeguard a developing company's growth by guaranteeing continued founder involvement and deterring a premature equity sell-off. 

What is a Stock Restriction Agreement?

Swati Bishnoi graduated from the University of Illinois at Urbana Champaign, where she earned her Master's in Corporate Law, Commercial Law, and Trade and is a Juris Doctor from India. She has been practicing law for 6 years across multiple and varied jurisdictions including clerking at the Supreme Court of India.

Ms. Bishnoi recently joined The Berglund Group, after practicing commercial litigation for three years at a boutique Los Angeles law firm. Ms. Bishnoi has handled a wide variety of matters, including litigation, mediation, transactional-related issues, valuation, and complex discovery related thereto.  

Outside of work, Swati enjoys meditation, pilates, and hiking. She especially enjoys hiking around California at some of the most beautiful trails the state has to offer.



Ms. Bishnoi recently joined The Berglund Group, after practicing commercial litigation for three years at a boutique Los Angeles law firm. Ms. Bishnoi has handled a wide variety of matters, including litigation, mediation, transactional-related issues, valuation, and complex discovery related thereto.  

Businesses who are subject to the California Consumer Privacy Act (CCPA) and are now screening employees for COVID-19, including taking temperatures as employees enter the property, need to be aware of the requirements that the CCPA places on employers regarding employee privacy.

Taking temperatures, even to prevent the spread of coronavirus, falls into the same category of collecting personal information as any other health information. As such, it requires a privacy notice given to employees before or at the time of screening. Such notice must conform to California code section 1798.100, and include the following information:
* The categories of personal data being collected include name, date of collection, and type of information;
* Sources of personal information;
* Business or commercial purpose for the selection of the information;
* Third parties with whom the information will or may be shared.

This notice must be easily read, readily available, and located at or near the information collection site.

### Other Considerations

A business that is not retaining this information, but is only checking temperatures at the door, does not need to worry about such privacy notices; and customers, contractors, and applicants are not covered by this requirement.
Also, this requirement only applies if the business is collecting information for "secondary purposes unrelated to job functions" and intends to pass the data to a third party for sale or scientific reasons.

In that case, the notice must provide an opt-out provision, so that the employee can decline to participate in the data collection. Currently, the law does not require consent merely to take temperatures, but a cautious business might consider obtaining such consent anyway.

### The Evolving Law of Viruses

This exemption and requirement are set to expire on January 1, 2021, unless the California legislature acts sooner. There is every reason to believe that this will happen. Already Californians for Consumer Privacy (CCP), who originally authored the CCPA, have sought to place extensions to the Act on the November ballot.

The next part of this series will look at best practices a company can take to avoid violating the CCPA and potential revisions to the law.

The blog posts provided on this website do not, and are not intended to, constitute legal advice; instead, all information, content, and materials available on this blog are for general informational purposes only.

Businesses who are subject to the California Consumer Privacy Act (CCPA) and are now screening employees for COVID-19, including taking temperatures as employees enter the property, need to be aware of the requirements that the CCPA places on employers regarding employee privacy.

Temperature Screening for COVID-19 and CCPA Implications

Section 1633 of the California Civil Code provides that an electronic signature or "E-signature," is as valid as a "wet signature" on a document. 

Section 1633 has three dry, legal requirements for what constitutes a valid signature.
- that the signer intends to sign the electronic record,
- that the parties agree to transact via electronic means, and
- that the electronic signature is authenticated correctly.
But what does this mean, and more importantly, how can a business be sure this has been done?

## Intent to Sign An Electronic Record

A 2014 case, Ruiz v. Moss Bros. Auto Group, Inc. 232 Cal App. 4th 836, held that a party must be able to show that the signature was placed electronically on the date and time by the alleged signer with the intention of signing that document. A date and time stamp are insufficient. Unlike an ink signature, an e-signature can be placed with a click, and so there must be other indicia of intent.

## Agreement to Transact Via Electronic Means

Paradoxically, parties must agree via a document that they both agree to sign electronically with a document that may be signed electronically. The usual way this is done is by inserting a clause into the contract or document to be signed, acknowledging that the parties jointly and severally agree that an electronic signature is acceptable to all parties; the signatures then act as the agreement.

## How to Authenticate?

A recent Connecticut case, Designs for Health, Inc. v. Miller, 201 A. 3d 1125 (2018) underscored the need for a reliable audit trail showing that all parties have signed the document using the same method or application. California has not fully committed to DocuSign as the final arbiter of reliability for electronic signatures. Fabian v. Renovate America, Inc., 42 Cal. App. 5th 1062 (2019). This case shows that merely using an app like DocuSign is not sufficient. The audit trail showing how the document was relayed between the parties is essential to show all parties signed before the document can be said to be fully "signed."
These three elements intertwine in a way that may seem impenetrable to the layperson. 

The blog posts provided on this website do not, and are not intended to, constitute legal advice; instead, all information, content, and materials available on this blog are for general informational purposes only.

Section 1633 of the California Civil Code provides that an electronic signature or "E-signature," is as valid as a "wet signature" on a document. Section 1633 has three dry, legal requirements for what constitutes a valid signature.

Valid E-Signing in California

Many of today's companies rely on sensitive information to stay relevant within the market. In many cases, this confidential information is referred to as "trade secrets."

In California, information may be considered a trade secret if it meets the following criteria:

a) It is not known outside of the company or business entity; 

b) Employees or company stakeholders only know it;

c) It is valuable;

d) It has been subjected to reasonable measures of security; and 

e) it is difficult for others outside of the company to acquire or duplicate.

Trade secrets can encompass several types of intellectual property. A well-known example of a trade secret is Coca-Cola's secret recipe for its drinks. Google's algorithm for search engine rankings is another high-profile example of a closely guarded trade secret. On the other hand, more commonplace information may also be considered a trade secret. This category could include: lists of customers; spreadsheets containing financial, administrative, or other data; business plans; bid specifications; or product designs.

In the state of California, trade secrets are protected under the Uniform Trade Secrets Act or "UTSA" for short. UTSA refers to the theft of a trade secret as "misappropriation." There are two significant elements of misappropriation per the legal definition: (1) obtaining a trade secret by illicit means, and (2) using or disclosing the improperly obtained information. The misappropriation of trade secrets can be highly damaging to the companies involved. In many cases, only the enlistment of an intellectual property lawyer can provide some measure of reimbursement for damages incurred.

At the Berglund Group, our highly trained and experienced team of law and business experts can help you to recover damages from, or even prevent, the misappropriation of valuable trade secrets. Our intellectual property lawyers will fight for your rights and improve your company to stay healthy and economically viable. Reach out to us today to set up an initial consultation.


The blog posts provided on this website do not, and are not intended to, constitute legal advice; instead, all information, content, and materials available on this blog are for general informational purposes only.

Many of today's companies rely on sensitive information to stay relevant within the market. In many cases, this confidential information is referred to as "trade secrets."


What Is a Trade Secret?

California businesses are feeling the pressure to keep their customers and employees safe from the dangers of the COVID-19 coronavirus and protect themselves from liability for potential violations of the California Consumer Privacy Act (CCPA). Additional up to date information can be found on the Centers for Disease Control (CDC) website to help businesses navigate these unprecedented times.

# Is a Business Subject to CCPA Requirements?
CCPA only applies to businesses if they are:
* Retaining the temperature information;
* For purposes unrelated to primary job function; and,
* Intend to pass the information along to a third party for any reason.

In that case, the employee must be given an opt-out notice and provision for choosing to decline to participate in the gathering information portion of the process if they so choose. More information on temperature screenings and the possibility of CCPA violations can be found [here](https://www.berglundgroup.com/blog/temperature-screening-ccpa-implications).

## Consent and Other Best Practice

Merely taking a temperature does not require approval, but currently, California does not have a legal directive requiring the taking of temperatures as it does with wearing masks. Therefore, a business might want to obtain written permission to take temperatures from its employees before implementing a policy.
# Best practices to avoid possible liability include:

Non-discriminatory testing procedures. The CDC recommends either testing all employees or, if that is not feasible, making it clear that testing is being done only where social distancing is not possible, such as among warehouse or assembly-line personnel. At no time should the screener be allowed to "select" those to be tested.
The screener, if possible, should be a nurse or other medically trained person, such as an EMT.

If employees are required to undergo screening before clocking in, that time may need to be compensated under FLSA or other labor laws. The CDC cautions paying the time may be cheaper than litigating the few minutes under the contract.
The Americans with Disabilities Act (ADA) privacy concerns are implicated in this type of screening, and privacy must be carefully considered. The CDC advises treating this as any other type of medical testing and screening.

# Before Implementing Company-wide Testing: 

Employees should be notified in writing before a business begins checking temperatures at the door. Employers can also contact a lawyer to protect both the employer and the employee's rights in drafting a notice to ensure any concerns are met before any additional steps are taken.

The blog posts provided on this website do not, and are not intended to, constitute legal advice; instead, all information, content, and materials available on this blog are for general informational purposes only.

California businesses are feeling the pressure to keep their customers and employees safe from the dangers of the COVID-19 coronavirus and protect themselves from liability for potential violations of the California Consumer Privacy Act (CCPA). Additional up to date information can be found on the Centers for Disease Control (CDC) website to help businesses navigate these unprecedented times.

COVID-19 Temperature Screenings Best Practices 

In California law, there is a writ that can be filed before the beginning of a debt collection proceeding outside of a bankruptcy action. A writ is a legal document written by a judge or other body with administrative or judicial jurisdiction, such as a court. 

### When are the attachments filed?
A creditor may file a writ of attachment if four criteria are met. They may file it in cases involving: 
1. A debt which arises from his trade, business, or profession
2. Is based on a real or implied contract, on a claim which
3. Is worth $500 or more and 
4. It is not secured or is secured for a value that is less than the value of the claim. 

The creditor bears the burden of proof when establishing that this measure is necessary. One type of creditor that often has to file writs of attachment is commercial landlords. When a commercial tenant breaches a lease, the landlord may file a writ of attachment before suing them for the unpaid amount.

### How can the creditor prove that the writ is necessary?

Before the trial begins, a plaintiff interested in securing a writ must file a complaint. Only then may they apply for an attachment. Taking this course of action will occur in cases where the creditor believes it likely that the debtor will attempt to move assets out of the state of California, or otherwise make them impossible to collect before the trial ends. At the hearing, the judge will determine whether the plaintiff has a right to attach any property and what property may be attached. Writs of attachment typically are not granted in cases in which the plaintiff is not considered likely to prevail.

### What can be attached?

Anything that can be included in a money judgment can be included in a writ of attachment. That includes money, chattel paper, deposit accounts, and even other money judgments. In cases where the debtor is a business, any property held by the company can be attached. That includes properties like the business's inventory and equipment. Some types of property that cannot be attached include property that is outside the state, earnings, and property that is necessary for the defendant's support. For more details on what property is exempt from judgments, see the Enforcement of Judgment Law, Ca Civ Pro § 487.020(a).

### Issuing the order

The order the court will issue if the plaintiff's petition was successful is called a right to attach order. The plaintiff must then file an undertaking. The defendant then has the chance to object to the writ by motion. If the writ is found to be wrongful at any point, the plaintiff runs the risk of having to pay damages. However, if the defendant does not object or objects unsuccessfully, then the order goes into effect. The officer can then take the property mentioned in the writ into custody or subject it to a lien.

In some cases, a creditor can file a writ of attachment that secures some of the debtor's assets before the start of proceedings. When a creditor sues a debtor for unpaid money, it's crucial to ensure that the debtor is not using the trial to buy time to move assets out of the state. When that is likely, the creditor has the right to file a writ of attachment before the trial begins on an ex parte basis. That way, the property is already secured by the creditor if the trial is successful. 

> The blog posts provided on this website do not, and are not intended to, constitute legal advice; instead, all information, content, and materials available on this blog are for general informational purposes only. 

In California law, there is a writ that can be filed before the beginning of a debt collection proceeding outside of a bankruptcy action. A writ is a legal document written by a judge or other body with administrative or judicial jurisdiction, such as a court. 