Nasir and Matt discuss a new law mandating paid sick leave for employees in New York City, the Union-Tribune in San Diego losing a lawsuit for misclassifying independent contractors, small businesses finding another loophole in the Affordable Care Act, and one person’s opinion to never do online banking for your business. They also answer questions about seeking licensing across multiple states, transferring membership interests in an LLC, and providing benefits to employees.

As mentioned in this week’s episode, Top Floor Legal is also proud to accept Bitcoin as a form of payment.

Full Podcast Transcript

NASIR: Welcome to Legally Sound Smart Business.
This is Nasir Pasha.

MATT: And this is Matt Staub.

NASIR: Okay, we have a lot to cover today, right, Matt? This is an action-packed newsworthy podcast.

MATT: Yeah, there are some good stories. I don’t know what makes it more action-packed than any of the other episodes. It’s the same amount of stories and questions.

NASIR: That’s true.

MATT: Maybe it’s just the substance of them. There are some good stories and a wide range of different states, too. So, there’s some good stuff today.

NASIR: Yeah, very educational. This is what we do. We cover business legal news and we also answer some of your business legal questions and you can send them in to ask@legallysoundsmartbusiness.com and also go to our website – legallysoundsmartbusiness.com – and submit it in the form as well.

MATT: Okay. We’re going to start out on the east coast and work our way over.
So, the first story today is in New York and it comes with a new law that was passed for paid sick leave. I guess, in New York, it’s mandating that employers give employees five days of paid sick leave a year which I’m assuming – I’m not as familiar with New York as other people but I’m assuming that wasn’t the case before and some businesses probably had it and other ones probably didn’t offer the same sort of thing to their employees.

NASIR: Yeah, and this is starting in April. But this is a big deal because, first of all, most states don’t have any kind of requirement for sick leave although a lot of employers do give it. If you do give it, then, yeah, you have to follow it if you have some kind of policy, but Texas doesn’t have it; New York doesn’t have it – New York State, that is; and, also, California doesn’t have it – except, of course, San Francisco, and maybe a couple of other cities here and there, peppered out throughout the state of the union. So, this is pretty significant for businesses. This is a pretty big expense to require this.

MATT: Yeah, obviously, it depends on how many employees they have, and they do talk about cost. But I think it’s something good, too. This is how I view it. I guess you weren’t forcing your employees to come in if they were sick, but there was an incentive for them, if they were sick, to come in because they wouldn’t get paid if they didn’t come in and work. But, now, you’re allowing those people to stay at home as opposed to them coming into work and getting more people sick.

NASIR: True.

MATT: And then, production, maybe you just have a bunch of sick people in there and maybe it makes those people sick and they just give up and have to go home or stay a few days.
I think this could be beneficial. So, I don’t think the cost is as bad as some people think.

NASIR: Yeah, that’s true. I mean, some business owners, they pick the restaurant and they say that it’s going to be about $100,000 expense for them because they anticipate that they may have to hire more people to cover those people that are taking off. But who knows That seems a little crazy to me. But I also don’t like separating sick leave from vacation leave. I like the concept of paid time off (PTO time) that kind of gives the employee the discretion. “Okay, these are the number of day you have. Take them for whatever you want – whether you’re sick or not.” That way, the employer doesn’t have to go through the stupid process of figuring out whether they’re actually sick and all that stuff, you know?

MATT: Right, and we should also mention that this is for businesses with five or more employees. So, hopefully, it’s not the same sort of thing that was happening with Obamacare where some employers were dropping employees. That would be a pretty extreme thing in this case for five paid sick days. But I don’t think it’s a bad thing. I like it. I’m in favor of it.
We’ll see if it stretches to other parts of the state. Or if things kind of expand out in California, too – outside of San Francisco.

NASIR: Yeah, and I know a lot of employers and businesses may complain about some of these types of labor law restrictions. But, if you take a look at other western countries in Western Europe and other places in the first world, these kinds of laws are very mild compared to the number of sick leave days that are required as well as maternity leave and things like these that a lot of these states in the United States don’t even come close to.
California is probably the strictest, but it’s not surprising to also see these kind of laws coming out of New York.

MATT: Or you can just be like my mom who’s a teacher. She can technically take a full year off with her accrued sick days that she had.

NASIR: Wow.

MATT: I would assume she will probably just get paid for that once she retires. I don’t know how that’s going to work.

NASIR: Now, she’s in Indiana, right?

MATT: Yeah, I just told her to take a full year off and then come back because they have to pay you for it.

NASIR: The reason I’m asking is because there are some states that allow, for example, you never lose your vacation days, for example, in California. But, in Texas, for example, it’s different. You actually have to use it, or you lose it. And so, every state is different. This is why, a lot of times, people will talk about where to conduct business at – what state is more business-friendly than the other? These are the things that matter to them.

MATT: That is a consideration and, for the ones who do have the “use it or lose it,” there’s always the people that plan in advance throughout the year and the people that just all wait toward the end. If you have a bunch of employees like that, then everyone just takes off at the end of the year and then you’re kind of in trouble. But, I don’t know, it’s a balance and I’m in favor of this new law. It’s not too much – five days isn’t a huge amount in the whole scheme of things.

NASIR: For sure.
All right. Let’s go to our first question.

MATT: Yeah.

NASIR: This is a long one. I hope you can do it. I know you always complain about the long ones.

MATT: I was trying to figure out where it was. I think it says in the question. I’ll just read it.

NASIR: I think, New York, right?

MATT: I think so.
“I’m the owner of a small marketing firm. I’m looking to expand my business in helping organizations gather funding. The organizations I’m seeking to help are large successful research and technological development programs – things of that nature. Currently, my business is located in New York. However, I am planning on soliciting for these organizations and states like Washington, Virginia, and possibly a few other states. I am wondering what licensing I would need to be table to do so legally and what steps I need to take. I appreciate any and all helpful information you’re able to give. Thank you.”
I guess it is in New York.

NASIR: I wonder, when they say, “In states like Washington and Virginia and possibly a few others,” do they mean Washington DC or Washington State? If it was Washington State in Virginia, those are kind of random states to be looking for funding.

MATT: Yeah, I thought the exact same thing. I mean, especially if you’re based in New York, Washington State is pretty far away. But I would assume DC.

NASIR: And it’s a little restricted. “Yeah, I’m only going to look in the state of Washington and the state of Virginia. Screw the other states in the country.”

MATT: All right. Well, I think we answered the question.

NASIR: No, we didn’t. So, the answer to the question – and this is a difficult one because I can see a lot of issues here – this person is a marketing firm, a small marketing firm, and they’re trying to represent other businesses, their client, in order to gather funding.
Now, they’re a marketing firm, so I don’t know if they’re just preparing the advertising and marketing material, but then they also say they’re going to be the one soliciting. So, this is a big issue because they have to look for all these FINRA regulations and, also, to make sure that they’re not considered a broker dealer under the SEC – that is that you’re soliciting investment on behalf of a private equity. And so, I would take a look at that to make sure that you don’t fall under that category. I think that’s a big risk. And so, watch out for that – first thing.
And then, as far as the licensing goes, well, I guess that’s what they’re concerned about – what kind of licensing?
So, I would really break it down to whether or not you’re defined as a broker dealer. It’s not something that is very easily defined and there are a number of exceptions as well. And so, that’s difficult.
But then, also, there’s a question of whether or not you should be licensed as a separate entity on those particular two states of Washington and Virginia or possibly Washington DC as well.
Now, on that, each state has their own rules So, for example – and this is just an example – California, if you’re operating and you’re doing any in-trust state business within the state, then you have to register the foreign entity. In Texas, if you’re doing business and you have any kind of substantial transactions here, then you also have to register as a foreign entity. But how that is defined, the devil is in the details and it matters whether you have bank accounts here and offices, et cetera.
Again, this is something, I know it’s a bad answer and it’s not what this person is looking for, but you really need to sit down with an attorney before you conduct business. Worst-case scenario is you get the SEC breathing down your throat.

MATT: The way the question is worded, too, it’s hard to tell exactly what they’re doing. They’re a marketing firm and they’re helping organizations gather funding. You touched on it and I think you did a good job answering the question. But it’s difficult to tell how much involvement they’re going to have or if they’re just finding people for these businesses or taking it to another level and actually brokering them.

NASIR: Well, I think the biggest problem is that word “soliciting.” And so, to take some value out of this question beyond just what they’re asking, I think a lot of people will get into the trap of wanting to raise money for other people and, just because you’re helping them out, you want a finder’s fee. That may work. But then, if you’re part of the negotiation and so forth and actually publicizing that this person’s looking for private equity investment, then this is a big issue and it shouldn’t be taken lightly.

MATT: Yeah, I agree.
You said this is a difficult question. I think we did a pretty good job of it. By “we,” I mean you.

NASIR: Well, it’s a long answer so we probably lost half our listeners by now, but we have the dedicated few though that got this far.

MATT: I know I stopped listening a long time ago.

NASIR: Oh, so did I. So, we’re in the same boat with that.

MATT: Ah, all right.
Well, we started in New York and we’re all the way in California now, specifically San Diego.

NASIR: This is fresh off the press, right?

MATT: Yeah.
So, it’s a class action lawsuit involving The Union Tribune which I believe is the biggest newspaper in San Diego, right? I would think.

NASIR: Oh, yeah, I don’t think there’s any other newspapers that I know of – maybe The Reader or something like that, but it’s not really a newspaper, right? There are some other online publications that are getting a lot of readership, though.

MATT: I’m most familiar with The Union Tribune and I know they’ve bought out a bunch of smaller newspaper companies recently. So, we’ll just assume it’s the biggest one. But, anyway, there was a lawsuit involving the newspaper delivery. I was going to say paperboys. I don’t know if that make senses – the news carriers.

NASIR: Yeah, they’re not paperboys anyway. They’re these guys in vans with a bunch of newspapers in their back. But, yeah, same thing.

MATT: Yeah. So, it’s a class action lawsuit that boiled down to The Union Tribune is classifying them as independent contractors and what this lawsuit came down and said is they should have been classified as employees.
We’ve gone over the employee-independent contractor thing a bunch of times on this podcast, but I think, in this situation, there were some expenses, specifically the gas expense is huge, and they weren’t getting reimbursed for that because they were classified as independent contractors when it should have been employees and they should have been getting reimbursed for that.

NASIR: Yeah, and that’s a huge difference, right?
If you have about a hundred delivery men or women that are delivering newspapers for you and you don’t have to compensate them for their mileage or their gas or those related expenses or even the time that they’re spending on the road, that’s a big difference, right?
So, this is a matter of control, of course. What’s interesting, they mention in the complaint that these guys actually signed an independent contractor agreement, and this is a classic scenario, right?

MATT: Yeah.

NASIR: You have an employer that wants to classify these people as independent contractors. So, they’ve given them an independent contractor agreement, but they still maintained all this control over them as if they were an employee. Of course, the state of California – and pretty much every other state – is going to ignore that aspect of the contract and say, “Look, this is pretty much an employee.” The only difference is that you’re calling them independent contractor.” And so, even a big company like this that you would think would have their ducks in a row failed to comply with this very complicated and easy to miss law.

MATT: Yeah, that is a classic thing that people think – just because they label someone as an independent contractor that it’s going to be viewed that way.
I guess, at least it shows a little bit of understanding that the person thought they were an independent contractor. But, yeah, in this situation – and other situations – it’s not going to mean anything if there’s ever an issue of how they were classified.
What gets me on this is the award was a little under a million, but the attorneys fees were pretty substantial in this, too. I don’t know…

NASIR: 6.1 million in attorney’s fees, and that’s not uncommon for class action lawsuits, and people joke, right? In class action lawsuits, I’m sure everyone has been in part of one class. You know, I’ve been a part of a few. My law school had one. Netflix, if you purchase any stock, a lot of times. What do you end up getting? Maybe a dollar or two or some kind of weird discount on something. But the attorneys for these class action lawsuits always do pretty well, if it’s successful, of course.

MATT: Yeah. Well, I wonder how much these people got for the reimbursement of their expenses. I mean, driving around is expensive
Not to bring it back to my old days but, when I used to deliver pizzas, I got 50 cents a delivery for gas. That’s when gas was much cheaper.

NASIR: You’re kind of commenting on too is, if you have employees that are on the road and they’re still within the control, and we’re not talking about from home to work, we’re talking about, especially the good classic cases delivery, then you actually have to reimburse them for expenses. It’s part of it.
And so, there’s different ways to do that. There’s the IRS table and so forth that has recommendations based on mileage and so forth, or you can do it on actual expenses. There’s different ways to calculate that.

MATT: Yeah, and I’m sure there was probably instances of the people that were delivering these newspapers too getting in some sort of traffic accident or car crash and I’m curious what The Union Tribune did at that time.

NASIR: That’s true.

MATT: “Oh, these are independent contractors. Not our problem.”

NASIR: Exactly. That’s a good point.
Oh, by the way, the other online newspaper that is really starting to get some traction is The Voice of San Diego.

MATT: Oh, yeah, some good stuff on there.

NASIR: I think that’s the biggest competitor – at least online – besides the other local news channels.

MATT: All right. Here’s the next question.
“I legally own an LLC business in New York State. Currently, the LLC is in my name and I’m looking to change that. My ex is the owner of the business and he is seeking to take sole ownership of the business and transfer everything into his name. I am wondering what steps need to be done to do this all correctly and efficiently. Thank you for your help.”
So, they said, “The LLC is in my name, but my ex is the owner.” I guess I don’t understand how that works right off the bat.

NASIR: Yeah, maybe he’s the one that’s supposed to be the owner. I don’t know what she means by “ex.” Wait. I don’t even know if this is a he or a she. Maybe I’m just putting it in here, but I don’t know if it’s an ex-husband or an ex-wife or an ex-boyfriend or girlfriend, but I guess it doesn’t matter. This isn’t a division upon divorce which New York has its own separation of property, including business ownership. So, I don’t think that’s the question.
I think the question is, “How do we transfer it?” How to transfer ownership?

MATT: That’s what it looks like, yeah.

NASIR: Well, that’s easy.
So, there’s a difference between corporations and LLCs. This is pretty basic. Corporations, you own shares of a company. In an LLC, you own membership units and an owner of a company is called a member. And so, all you need to do – and it seems like what he or she is saying is that they own a membership interest in the LLC, but their ex is the one that actually should be owning the business. So, I guess they just need to transfer the units over to them. Quite simple.

MATT: Yeah, I think that’s right. They should have some sort of operating agreement that has maybe guidelines on how to do that. If not, you can look to the default rules.
This is in New York State, so I don’t know. I’m not as familiar with the default rules for the state, but it should be a pretty painless process.

NASIR: Yeah, it’s mostly just paperwork and there shouldn’t be too many tax implications.
Or what you can do is have your ex purchase it for a certain value and then you assign the units over. You would basically need three documents – a purchase agreement, an assignment of the units, or you can combine that into one, and then also your operating agreement which will reflect the new ownership.

MATT: Bingo.
All right. I think we nailed that one.

NASIR: Just look up online and download that and good luck to you.

MATT: All right, and I’m sorry about your ex. I don’t know at what stage that is, but our sympathies go out.
All right, let’s take a break here. we’ve got some exciting news for the firm.

NASIR: Yeah, we took our first Bitcoin client – meaning that they’re paying us in Bitcoin which is pretty crazy and fun. I think we were kind of scared at first. Well, not really. Scared is the wrong word, but it’s definitely a different thing. You have to kind of look at it in a different way. But, in reality, I think we have it set up so that it automatically converts to US dollars right away. And so, there’s very little risk on our end, but that was pretty neat. A little different, right?

MATT: Yeah, it’s definitely cool. As far as I know, I don’t know if there’s any other law firms in San Diego that are accepting Bitcoin. I haven’t run across any. It’s pretty cool if we’re the first one or even the only one. But, when you mention Bitcoin to someone, you’ll get such a wide range of responses – anything from people that have really dived in deep to it and know about it to people that are just familiar with it to people that have no idea what it is. I’ve had some conversations with people in the last week where they have no idea what Bitcoin is, and I explained it to them and they think it’s some sort of crazy scheme. But I guess that’s how, the first time someone explained it to me, that’s how I felt. But I think it was just how they were explaining it.

NASIR: Well, the big problem was finding an accountant for our client that can deal with this Bitcoin stuff because, to me, it’s just a mess to deal with. Not only does the accountant have to be familiar with what a Bitcoin is – which is a whole conversation in itself – but then also be able to understand the tax implications of how to do that which I don’t think is that complicated again but just because it’s so new and unfamiliar.

MATT: Yeah, and the IRS hasn’t provided full guidance on what’s really going to happen. So, there’s a little bit of mystery out there but, yeah, I’ve talked to a couple of CPAs about it and it’s the same sort of thing. It’s just everyone else I’ve talked to, some people have to idea what’s going on and some people are very interested.

NASIR: Yeah.
The problem with Bitcoin too with people is that they think that, if they get paid in Bitcoin, that means that they don’t have to pay any taxes on that which is completely not true.

MATT: Right.

NASIR: And, I don’t know why, for some reason, because it’s a virtual currency, they’re not equating it to a real currency. So, that seems strange to me.

MATT: Yeah, it’s pretty cool and we’ll continue to accept Bitcoin.

NASIR: Yeah, it’s going to be interesting.

MATT: All right. Let’s get into it.
We’re still doing Obamacare stories – at least one every single podcast. This one deals with small businesses. I guess this is kind of similar to one of the other articles we talked about with the sick workers. This is small businesses sending sick workers to the exchanges instead of having them on their plan and drive up the price.

NASIR: Yeah. So, let’s just break this down for a second.
A lot of bigger companies – again, this may be a loss to some of our listeners that are small and medium-sized businesses – when you get up to a hundred plus employees, a lot of times, these employers actually elect to self-insure. The problem with that is, first of all, self-insuring, there’s a lot of issues with that. It’s highly regulated.
But the problem is, if you have individual employees that get sick too often, just like with any other insurance company, that poses a higher cost for them. And so, just as insurance companies were accused of doing before, they want to drop coverage. So, instead of dropping coverage, they want to pay their employees to go to the exchange instead of being part of the self-insured plan of the employer.
And so, I think this is some kind of loophole, but I’m not sure if it’s still legal because people are saying, “Well, this could be termed as discrimination for a disability,” for example. And so, I wonder if this is the best practice, but I understand, you know, when you get to that level of employees, I understand wanting to save cost for that.

MATT: That’s the first thing that popped into my head. Was this some sort of age discrimination issue? I guess it doesn’t necessarily have to even be age discrimination but I’m guessing the people that they’re telling to do this are more likely older than they are younger but who knows?

NASIR: And it’s good to know that, in the original Affordable Care Act – I should say “at least one of the drafts” – who knows how many there were? There was this anti-dumping provision which prohibited employers from creating a separate pool for those high-risk candidates. But that’s not in the law, so this actually allows them to do this, technically.

MATT: We did a story on this every podcast this month and everyone is a different way that businesses are finding loopholes in the Affordable Care Act and trying to get around things. And so, I’m sure next time will just be something different. It’s all these different loopholes that people are trying to find.

NASIR: This kind of goes into our next question.
A person asked, “What sort of benefits do I need to provide for my employees?” and this person is from California. I’m just thinking, for smaller businesses, I don’t think it’s about looking for loopholes because, even if you find it, the amount of savings you’re going to get and all that, I just don’t think it’s worth it.
I think part of embracing benefits to your employees should be a way for you to attract good personnel. Even if unemployment is high or relatively high right now, I think it’s still very difficult to find good employees. Instead of giving them a higher wage, you provide benefits and you get some kind of tax benefit from that anyway. You might as well learn to embrace it because I don’t think a lot of these aspects, especially for businesses under fifty employees is going to change any time soon.

MATT: Right, and I agree with you completely. To me, benefits are more of a way to find people that want to work for you and keep them there. So, if you offer good benefit packages, especially for people with children, it could be the reason that they chose your company or chose to work for you or chose to stick around and not go somewhere else. That’s what benefits mean to me more than anything else.

NASIR: Exactly.
Compare this to bigger companies. In bigger companies, the first expense is salaries. Usually, the second expense that they have is their benefits, right? But, for small businesses, that’s usually not the case. In fact, the benefits are usually a very small portion of their overall expenditure. But, just as cash doesn’t always result in the best incentive for workers, these kinds of extra benefits or what-have-you, these insurance plans are actually a nice economical way to attract good talent.

MATT: Yeah, and we don’t know how many employees this person had that wrote in the question, but it’s definitely the analysis that people make when they look for a job. Let’s say you have a couple offers out there from some different employers and one’s going to pay you less salary, but it also has this tremendous benefits package. You have to look at that, too. It’s not just the salary you’re going to get paid. But, if you’re going to be saving a lot more money or maybe the matching on the retirements that they have for you is really good. You have to look at that stuff as opposed to just straight up salary. Hopefully, all prospective employees do that, but I’m guessing they probably don’t.

NASIR: And so, to answer the question directly, “What sort of benefits do you need to provide?” The answer is nothing. If you’re under fifty employees, then there is no so-called employer mandate. In most states that I know of, there’s no other requirements of benefits.

MATT: All right. Well, there’s a pretty interesting story that’s out there this week about one person’s opinion for businesses to never do online banking. It’s not saying never have a bank account. That’s a different story. But it’s never do online banking. I guess the biggest reason why it’s saying this is just the security involved, just comparing a personal account to a business bank account. I guess, in a personal account, if there’s any sort of fraud with online banking, then they pretty much always get their money back. It’s usually not a big issue. But, with businesses, and there’s a lot of stories out there of this happening recently, some fraudulent things that have happened and businesses have been out of luck with trying to recover that money.

NASIR: I get the argument, but I think we need to put this in context first, right? The fraud is the same thing as someone breaking into your home. You know, it’s an intentional thing. It has nothing to do with how secure the bank is. That means someone purposely stole your identity or got your login credentials and somehow transferred funds out to them.
And so, the fact that the bank is liable – I should say they’re insured against these kinds of acts for personal accounts – to me, that’s a luxury. But, when it comes to business, I mean, to say that we shouldn’t do online banking is like, you know, we shouldn’t fly because we might get into a crash, you know? I mean, I don’t think it’s as prevalent as it seems but, of course, it’s a risk. It could happen.

MATT: Yeah, and I think it’s just a couple of those stories that have been out there with businesses that have had this happen to them. But, yeah, like you said, just look at the pure numbers on how many businesses this is happening to and how many it’s not and its more likely than not. It’s never going to happen to your business.
So, I think it is a little bit of an overreaction to say, “Never do online banking for your business.” But I guess for this guy it’s not the case.

NASIR: And I’m not sure if this is correct or not. He’s also saying that, for personal credit cards, you’re not liable for fraud and so forth, but I’m not sure. If you have a business credit card like I do, I’m not sure if I’m on the hook in the same way if somehow someone steals those numbers. I’m not sure if that’s the case because, again, staying away from online banking doesn’t solve that problem, but I don’t know. I think this is just kind of fearmongering a little bit from this cybersecurity blogger.

MATT: I think he said he just takes checks and goes to the bank like the old-fashioned way it used to be. But it seems like a waste of time.

NASIR: I do like, though, this is Bloomberg Business Week that covered him, and they do put it into perspective. They say that he’s got surveillance cameras around his home, keeps a shotgun in his office and has thought through how best to protect his own bank accounts. And so, obviously, he has that kind of disposition already, but I don’t know. To each its own as far as how risk-averse you are.

MATT: Yeah, it’s the overarching issue – security in general. So, there’s obviously things you can do to enhance your security. The more secure you can make, especially in technology, the better off you are. It’s just another consideration that needs to be taken.

NASIR: Yeah. Well, I don’t think we have time to cover our last article. We were going to cover Justin Bieber. I mean, the news has been so prevalent for him because he was arrested or something like that. But we just ran out of time unfortunately!

MATT: I’m really glad we didn’t have to talk about that. I could care less about anything that ever…
I wish there was a way that I could just block any story about him out from popping up on my computer at all.
I opened up my iPad yesterday and I had three newsbreaks from CNN. I was like, “Oh!” You don’t get a lot of those. “This must be important.” All three were Justin Bieber. It was like, “This is not news! This is not news at all!”

NASIR: Well, there’s a video going around, too. I think one of the network news channels was interviewing a congressman and then they broke to cover the Bieber story and that’s just embarrassing.
You know, by the way, I think there is – and, if I find it, I’ll link to it – there is an app or a plug-in that you can use to plug into your browser that eliminate all mention of certain things on news sites and so forth. But I’ll have to take a look. I think people use it for sports – you know, in case they’re recording a game or something.

MATT: Ah! Or maybe when people are obsessed with Breaking Bad, so you don’t see the spoilers.

NASIR: Exactly!
If there’s not one, then I’ll invent one by next week and I’ll sell it on-air.

MATT: That’d be cool. I’m looking forward to that.

NASIR: Yeah.
All right. Very good. And I’ll sponsor the podcast under that company as well.

MATT: I’m glad I was able to make some sort of TV reference. I was listening to last week’s episode and I realized I referenced The Office, Friends, and Saved by the Bell – all three. I mean, The Office is more recently off the air, but the other two have been off the air both over ten years. I mean, Saved by the Bell has been off for, like, twenty years? I don’t even know. It’s kind of embarrassing.

NASIR: Yeah. Well, it’s funny. I lost my ritual today. I didn’t watch The Office, but I did watch fifteen minutes of Saved by the Bell – believe it or not. It just happened to be on.

MATT: Yeah.

NASIR: So, it worked out.
Well, okay, that’s our episode – Episode 15. Correct, right?

MATT: Yep.

NASIR: Okay, cool, and we’ll see you next week!
Thank you for listening in!

MATT: And keep it sound and keep it smart!

Legally Sound | Smart Business

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The Podcast Where Nasir Pasha and Matt Staub cover business in the news with their legal twist and answer business legal questions that you the listener can send it to info@legallysoundsmartbusiness.com.

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Legally Sound Smart Business

A business podcast with a legal twist

Legally Sound Smart Business is a podcast by Pasha Law PC covering different topics in business advice and news with a legal twist with attorneys Nasir Pasha and Matt Staub.
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Latest Episodes

July 14, 2021

Through a five-round championship bout, Matt travels to Texas from California to determine which state is better for business. Will it be a knockout with a clear winner or will it go to the scorecards?

June 16, 2021

Covered in this episode of Legally Sound Smart Business are some typical business mistakes blunders small businesses often make and how to avoid them. Blunder #1: Copying and pasting agreements It may sound like a good idea at the time, but this blunder comes with hidden pitfalls. Having an attorney draft terms that are specific…

February 4, 2021

How you terminate an employee can make the difference between a graceful transition to avoidable negative outcomes like a dramatic exit or even a lawsuit. We gathered a panel of experts and asked them – is there a “right way” to fire an employee? We would like to thank our guests for this episode: Amr…

December 2, 2020

The COVID-19 pandemic has turned nearly every aspect of life on its head, and that certainly holds true for the business world. In this episode, Matt and Nasir explain how the early days of the pandemic felt like the Wild West and how the shifting legal playing field left a lot open to interpretation and…

November 16, 2020

After plenty of ups and downs, our buyer has finally closed on the purchase of their business. While we’re marking this down in the ‘wins’ column, it never hurts to review the game tape. In this final episode, our hosts, Matt Staub and Nasir Pasha, return to the deal almost a year later to reflect…

September 15, 2020

The ink is drying on the signature line and things are looking great for our buyer. After so much hard work, the finish line is in sight and the cheering within ear shot.   Though the landlord is still serving friction, things seem safe to move forward and for now, our buyer will be keeping…

July 31, 2020

Though things are coming along well, the journey would not be interesting if it was purely smooth sailing. After our buyer opens escrow, they are forced to push the closing date back when suddenly a letter from an attorney was received claiming the business, we are buying has a trade mark on the name!  Now…

June 12, 2020

With frustration at an all-time high and professionalism at an all-time low, our friend the Buyer has “had it” with the Seller and quite frankly their lack of knowledge. At present our Buyer is rightfully concerned that the latest misstep from our loose-lipped Seller will threaten not only the entire operation of the businesses but…

May 11, 2020

As we go deeper into the buying process, we start to uncover more challenges from our seller and encounter some of the wrenches they are tossing our way. When we last left off in episode three our team was knee deep in due diligence for our buyer, had already penned and signed the Letter of…

April 4, 2020

One word–interloper! When a new mysterious broker enters the transaction and starts to kick up dust, Nasir and Matt take the reins. The seller signed off on the letter of intent (see episode 2), yet this “business broker” serves only friction and challenges by refusing to send financials, whilst demanding more of a firm commitment…

April 4, 2020

Just as most stories and deals start out, everyone is optimistic, idealistic and full of hope for clear skies. It’s a perfect outlook with a perfect setup for the ups and downs yet to come. Peek further behind the curtain and into the first steps of buying a business: the letter of intent. After the…

April 4, 2020

When a savvy buyer hears opportunity knocking to purchase a prime positioned business, she decides not to go it alone and taps in the professionals to help navigate what could potentially be a fruitful acquisition. “Behind the Buy” is a truly rare and exclusive peak into the actual process, dangers, pitfalls and achievements, that can…

August 7, 2019

GrubHub is subject to two “matters of controversy” that have likely become common knowledge to business owners: “fake” orders and unfriendly microsites.

May 28, 2019

In this podcast episode, Matt and Nasir breakdown the legal issues of the subscription industry’s business on the internet. Resources A good 50-state survey for data breach notifications as of July 2018. California Auto-Renewal Law (July 2018) Privacy Policies Law by State Why Users of Ashley Madison May Not Sue for Data Breach [e210] Ultimate…

March 12, 2019

In recording this episode’s topic on the business buying process, Matt’s metaphor, in comparing the process to getting married probably went too far, but they do resemble one another. Listen to the episode for legal advice on buying a business.

December 3, 2018

Nasir and Matt return to discuss the different options available to companies looking to raise funds through general solicitation and crowdfunding. They discuss the rules associated with the various offerings under SEC regulations and state laws, as well as more informal arrangements. The two also discuss the intriguing story about a couple who raised over…

July 24, 2018

Flight Sim Labs, a software add-on creator for flight simulators, stepped into a PR disaster and possibly some substantial legal issues when it allegedly included a Trojan horse of sorts as malware to combat pirating of its $100 Airbus A320 software. The hidden test.exe file triggered anti-virus software for good reason as it was actually…

April 17, 2018

Attorneys Matt Staub and Nasir Pasha examine Mark Zuckerberg’s congressional hearings about the state of Facebook. The two also discuss Cambridge Analytica and the series of events that led to the congressional hearings, the former and current versions of Facebook’s Terms of Service, and how businesses should be handling data privacy. Full Podcast Transcript NASIR:…

March 10, 2018

The Trump presidency has led to a major increase in ICE immigration enforcement. It’s critical for business owners to both comply with and know their rights when it comes to an ICE audit or raid. Nasir, Matt, and Pasha Law attorney Karen McConville discuss how businesses can prepare for potential ICE action and how to…

February 5, 2018

New years always bring new laws. Effective January 1, 2018, California has made general contractors jointly liable for the unpaid wages, fringe benefits, and other benefit payments of a subcontractor. Nasir and Matt discuss who the new law applies to and how this affects all tiers in the general contractor-subcontractor relationship. Click here to learn…

January 2, 2018

With a seemingly endless amount of new mattress options becoming available, it is unsurprising that the market has become increasingly aggressive. As companies invest in more innovative solutions to get in front of customers, review sites, blogs and YouTube videos have moved to the forefront of how customers are deciding on their mattresses and how…

December 7, 2017

In recent months explosive amounts of high profile allegations of sexual harassment, assault, and varying acts of inappropriate behavior have transcended every sector of our professional world. With a deluge from Hollywood and politics, and the private workforce, accusations have inundated our feeds and mass media. This harassment watershed has not only been felt within…

November 16, 2017

If you are not familiar with the EB-5 program started in 1990 to give green cards to certain qualified investors in the United States, then you may not have been alone a few years ago. Currently, the EB-5 program has since exploded since its inception and now hits its quotas consistently each year. The program…

October 10, 2017

Government requests come in multiple forms. They can come in as requests for client information or even in the form of investigating your company or your employees. Requests for Client Information General Rule to Follow Without understanding the nuances of criminal and constitutional law and having to cite Supreme Court cases, any government requests for…

August 24, 2017

Nasir and Matt suit up to talk about everything pertaining to employee dress codes. They discuss the Federal laws that govern many rules for employers, as well as state specific nuances in California and other states. The two also emphasize the difficulty in identifyingreligious expression in dress and appearance, how gender-related dress codes have evolved…

June 28, 2017

Nasir and Matt discuss the life cycle of a negative online review. They talk about how businesses should properly respond, how to determine if the review is defamatory, the options available to seek removal of the review, how to identify anonymous reviewers, whether businesses can require clients to agree not to write negative reviews, and…

June 7, 2017

On this episode of the Ultimate Legal Breakdown, Nasir and Mattbreak down social media marketing withguests Tyler Sickmeyer and Kyle Weberof Fidelitas Development. They first discuss contests and promotionsand talk about where social media promotions can go wrong,when businesses are actually running an illegal lottery, and the importance of a soundterms and conditions. Next, they…

April 3, 2017

On this episode of the Ultimate Legal Breakdown, Nasir and Matt go in depth with the subscription box business. They discuss where subscription box companies have gone wrong(4:30), the importance of a specifically tailored terms and conditions(6:30), how to structure return policies (11:45), product liability concerns (14:45),the offensive and defensive side of intellectual property (19:00),…

February 1, 2017

Nasir and Matt discuss the suit against Apple that resultedfrom a car crashed caused by the use of FaceTime while driving. They also discuss howforeseeable use of apps can increase liability for companies. Full Podcast Transcript NASIR: Hi and welcome to Legally Sound Smart Business! I’m Nasir Pasha. MATT: And I’m Matt Staub. Two attorneys…

January 5, 2017

The guys kick in the new year by first discussing Cinnabon’s portrayal of Carrie Fisher as Princess Leia soon after her death, as well as other gaffes involving Prince and David Bowie. They alsotalk about right of publicity claims companies could be held liable for based on using someone’s name or likeness for commercial gain.

December 22, 2016

Nasir and Matt discuss the recent incidentat a Victoria’s Secret store where the store manager kicked out all black women after one black woman was caught shoplifting. They then each present dueling steps businesses should take when employees are accused of harassment.

December 8, 2016

Nasir and Matt return to talk about the different types of clients that may have outstanding invoices and how businesses can convert unpaid bills to getting paid.

November 10, 2016

After a long break, Nasir and Matt are back to discuss a Milwaukee frozen custard stand that is now revising it’s English only policy for employees. The guys also discuss how similar policies could be grounds for discrimination and what employers can do to revise their policies.

October 6, 2016

The guys discuss the new California law that allows actors to request the removal of their date of birth and birthdays on their IMDB page and why they think the law won’t last. They also discuss how age discrimination claims arise for business owner.

September 29, 2016

Nasir and Matt discuss the racial discrimination claims surroundingAirbnb and how it’s handled the situation. They also discuss some practical tips for businesses experiencing similar issues.

September 8, 2016

Nasir and Matt discuss whyAmazon seller accounts are getting suspended and banned without notice and how business owners can rectify this situation through a Corrective Action Plan.

August 25, 2016

Nasir and Matt talk about the accusations surroundingfashion giant Zararipping off the designs of independent artists like Tuesday Bassen and howsmaller companies can battle the industry giants.

August 18, 2016

Nasir and Matt discuss Brave Software’s ad replacing technology that has caught the eye of almost every national newspaper and has a potential copyright infringement claim looming. They also welcome digital marketing expert Matt Michaelree to speak on the specifics of what Brave is attempting to do and whether it has the answers moving forward.

July 28, 2016

Nasir and Matt discuss the sexual harassment lawsuit filed by Gretchen Carlson against Fox CEO Roger Ailes. They also talk aboutthe importance of sexual harassment training and properly handling such allegations in the office.

July 15, 2016

Nasir and Matt talk about the changes at Starbucks that have led to many disgruntled employees and customers.

June 23, 2016

Nasir and Matt discuss the criminal charges facing FedExinvolving the alleged transportation of illegal drugs. They also talk about how business owners should address working with customers that may be breaking the law.

June 15, 2016

The guys return after a long break to discuss why Yahoo is auctioning off over 3,000 patents and how this decision will affect the longevity of the company.

May 25, 2016

Nasir and Matt discuss the increase in the salary thresholdfor exempt employees and how employerscan try to avoid paying overtime as a result.

May 18, 2016

Nasir and Matt discuss the Baltimore law that makes it very difficult to operate food trucks in the city. They also discuss all the legal restrictions tohaving a food truck.

May 11, 2016

Matt listens to Nasir recap the developing battle in his hometown of Vandalia, Ohio over whether a Dunkin Donuts can move into a location in close proximity to a local favorite donut shop. They then discusswhether the issue is more legal or personal.

May 9, 2016

The guys kick off the week by discussing a Nevada employee who is claiming she was fired for not supporting the Scientology beliefs of her employer.

April 27, 2016

The guys discuss the massive floods in Houston,how employers responded, and why one meteorologist became a local hero. They also discuss the steps businesses should take in preparing for storms outside the workplace.

April 20, 2016

The guys discuss the boycott of Amazon over the products of an unnamed presidential candidate. They also talkabout how a business should handle a boycott and whether it’s possible to exit one unscathed.

April 13, 2016

Click here to read HubSpot’s response on this topic. Nasir and Matt discuss the trend in startups to compensate programmers and other early employees with stock options and how the company culture at HubSpot isn’t what it seems.

April 6, 2016

Nasir and Matt discuss various lawsuits against social media platforms in which users are accused of artificially inflating their social currency.

We represent businesses.
That’s all we do.

Oh, and we love it.

We love our work. We love reviewing that lease for your new location. We thrive on closing that acquisition that nearly fell through. We’re fulfilled when we structure a business to grow, raise capital, and be legally protected.

We focus on developing close relationships with our clients by being like business partners. A partner who provides essential, personalized, proactive legal support.

We do all of this without utilizing the traditional billable hour model. You pay for the value we bring, not the time spent on calls, emails, and meetings.

Our team is made up of attorneys and staff that share these values and we are retained by clients who want the same.

Pasha Law PC operates in the states of California, Illinois, New York, and Texas.

Meet Our Team

Fractional General Counsel Services

Pasha Law Select offers the expertise of a high-end general counsel legal team for every aspect of your business at a fixed monthly rate. Pasha Law Select is deliberately designed to allow our legal team to be proactive, to anticipate, and to be comprehensive in serving our clients. To be great lawyers, we need to know our clients. We can’t know our clients unless we represent a select number of clients in the long-term. This is Pasha Law Select.

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