They can be a nightmare to deal with, but dealing with them is half the battle because the legal problems at stake in the event of a data breach can be devastating. The best way for a company to handle a data breach is to be prepared.
Deciding to build a company in the start-up phase or for a family business, day-to-day operations and growth objectives tend to consume most of management's time and effort. Day-to-day decisions, however, can enhance or diminish the exit value of the business at some point in the future, or can delay a sale. It is plausible that most business entertain the idea of one-day merging or cashing out in a sale of their business through an acquisition of some form. Regardless of the viewpoint, operating the business with a potential exit in mind can steadily increase the valuation realizable in a future sale.
As 2018 approaches, year-end projects emerge relating to the termination, formation and conversion of business entities prior to December 31, 2017. People may be stuck in a business they want out of, whether with family, friends, or you took a flyer with an investment opportunity that isn’t working out the way you thought.
Many who organize small businesses, such as corporations or limited liability companies, assume that the benefits of such entities are absolute. One of these benefits is the complete separation of the business from an business owner’s personal net worth. However, these benefits are not maintenance-free. Once your company is formed, it is easy to go back to business as usual and forget to comply with necessary formalities, such as preparing detailed company minutes and resolutions. When properly kept, minutes constitute a record of company proceedings and should be regularly prepared for the following reasons: (i) reducing exposure to personal liability, (ii) proving authorization of major business decisions, and (iii) preserving a credible record for audits.
It is not uncommon for a family business, business among friends, or perhaps boyfriend and girlfriend or husband and wife, enter into a business where the two people want to be ‘fair’ with each other and state they will split everything equally – ’50/50. This sounds great in theory, but in reality, as the Delaware Supreme Court has taught us in Philip Shawe v. Elizabeth Elting, the business doesn’t always run smoothly and relationship issues/ disagreements on the direction of the business can get in the way of development. Moreover, growth can stagnate because decisions aren’t being made due to deadlock situations and other persistent problems. Take for example, a business founded by two college friends, that own a business 50/50, although one owner gave one percent to his mother. Aside from being business partners, the two founders were initially engaged. The engagement was called off, and the relationship soured and remained hostile. Despite the breakdown of the personal relationship, the business grew to be one of the largest in its industry.
The role of the business owner is always changing. Not only do many business not have an attorney or any form of a legal department, but business owners without legal assistances play the dual role or making business decisions and legal decisions. It is important that a business owner find a lawyer that can understand legal consequences, draft legal documents and conduct litigation; otherwise, the business owner is required take on the strategic management of legal risks to protect the value and assets of a company. Absent proper understanding of the issues facing business and how the issues can impact the bottom line of a business, the risks will negatively impact a business without a business owner even realizing it before its too late.
When parties enter into a domestic commercial contract, their focus is typically on memorializing their agreement and getting the deal done; unfortunately, rushing to meet an end goal doesn’t mean a party truly met the end goal. As a result, they may not think critically enough about what will happen if the relationship goes south and how the contract provisions that they chose to include—or did not choose to include or accepted without negotiation—will affect how and where they resolve a dispute and shape the remedies to which they may be entitled.
Employers often face the dreaded claim against their company, a claim that the entity, in some form, discriminated against an employee. Aside from worrying about a claim coming, employers often do not understand the process involved in dealing with these claims and the deadlines and process an employee goes through that can affect an employer’s responsibility to deal with a discrimination claim.
Every Employer asks the questions whether or not they truly owe overtime pay to their employees; moreover, Employers are not often certain whether or not specific employees are exempt or non-exempt employees. The US Department of Labor (DOL) announced the highly anticipated proposed revisions to the Fair Labor Standards Act’s (FLSA’s) overtime exemptions, and it is time companies become aware and prepare for the changes when they become officially implemented (it is slated that the changes potentially will be in full force and effect by Summer 2016).
The proposed revisions increase the minimum salary needed to qualify for the FLSA’s standard white collar exemptions to be equal to the 40th percentile of weekly earnings for full-time salaried employees (projected to be $50,440 annually or $970 a week in 2016). The DOL also proposes to increase the minimum total annual compensation required to qualify for the highly compensated exemption to be equal to the 90th percentile of earnings for full- time salaried employees ($122,148 per year as of 2013). Additionally, the DOL proposes to adjust (and likely increase) these minimum salary and compensation levels on an annual basis. The proposed rule does not include changes to the FLSA’s duties test , but the DOL nevertheless seeks comments on whether, in light of its compensation proposals, changes to the duties test are necessary.
The FLSA’s white-collar exemptions exclude certain executive, administrative, and professional employees from federal minimum wage and overtime requirements. Presently, to qualify for one of these exemptions, employees generally must (1) be salaried, meaning that they are paid a predetermined and fixed salary that is not subject to reduction because of variations in the quality or quantity of work performed (“salary basis test”); (2) be paid more than a specified salary threshold, currently $455 per week or $23,660 annually (the “salary level test”); and (3) primarily perform executive, administrative, or professional duties as provided in the DOL’s regulations (the “duties test”). – See the FLSA for further details.
Additionally, certain highly compensated employees are exempt from the FLSA’s overtime pay requirements if they are paid total annual compensation of at least $100,000, receive at least $455 per week paid on a salary or fee basis, perform office or non-manual work, and customarily and regularly perform at least one of the exempt duties or responsibilities of an executive, administrative, or professional employee. In 2013, this amount was $921 per week, or $47,892 annually. The DOL projects that in 2016, when the rule will likely take effect; the 40th percentile will be about $970 per week, or $50,440 annually.
To recap, the main changes are:
Increase the minimum salary amount for exempt executive, administrative, professional and computer employees from $455/week or $23,660 annually (current amount) to $921/week or $47,892 annually. This would more than double the minimum salary amount.
Increase the salary amount for “highly compensated employees” from $100,000 annually (current amount) to $122,148 annually. Ultimately, there will be new minimum salary levels to qualify for the exemption standard salary-level test. The changes will impact each type of employee (white collar or not) and employers better be ready to adjust employee hours and pay to cooperate fully with the changes.
Employers are always looking for the most effective way to maintain integrity in time keeping of employee hours for work performed. Several companies now offer time and attendance solutions that incorporate the use of fingerprint identification technology and purport to eliminate a term called “buddy punching” for hourly employees.