Ep 16: Another Show about Pizza?

February 3, 2014

In this week’s episode, Nasir and Matt discuss some of Obama’s planned executive actions for 2014, Ohio pizzerias breaking employment laws, the importance of forum selection causes in contracts, and the crazy story behind one man losing his Twitter handle. They also answer questions about changing business agreements, being an at-will employee, and running multiple businesses under one LLC.

Full Podcast Transcript

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

MATT: And this is Matt Staub.

NASIR: And this is where we cover business news and give our legal twist and also cover some of your business legal questions that you, the listener, sends in to ask@legallysoundsmartbusiness.com. So, we have a pretty fun story here coming up. What have we got?

MATT: I was going to comment on what a great Super Bowl it was yesterday even though we’re taping this before. I mean, what a game! Hopefully it was a good game.

NASIR: The weather wasn’t too bad. Yeah, I enjoyed the food, watching the commercials. The commercials, you’ve got to admit, they were hilarious, right?

MATT: Yeah, definitely.

NASIR: Especially that one with that food commercial with the car. That was good.

MATT: All right. Well, that’s enough of that. Let’s get into the first thing here.
This is an article that was written. It just details some of the executive actions that Obama is planning on this year, and we’re not going to touch on all of them, but there’s a few that were pretty interesting. The first one – this was pretty big news this week or this past week – was raising the minimum wage for federal contract workers to $10.10. This is going to be pretty big news. I know we covered the California increase that’s going to go into effect in July, right? July 1st? I can’t remember – right in the middle of the year.

NASIR: Yeah, and it’s going to be stepping up after that as well.

MATT: This is a pretty big jump. I think it was at about a $3.00 increase on what it was before?

NASIR: Yeah, and I read about that it may not impact that many people as far as in the federal workforce and I’m not sure about all that, but the point of this, this just shows you where the country is going state by state and where the pressure is to raise minimum wage. I mean, that’s been the story for about the last six months when it comes to small businesses and big businesses as well. And so, states are starting to follow suit already and now we’re getting tremendous pressure on the federal level. I think we talked about how minimum wage is different from each state, but there’s also a federal minimum wage, but a lot of states have higher minimum wages than the federal standard such as California, New York, as well as some cities like San Francisco.

MATT: You’re right with what you said and it’s not going to affect as many people as you would think, or someone might think just by hearing this. I know the general public just sees, “Oh, our increasing federal minimum wage, $3.00. I don’t like that.” But it’s not affecting too many people.
I just found it pretty interesting. That’s a pretty significant jump.

NASIR: What about this retirement savings account that President Obama announced by executive order that he’s going to be starting?

MATT: Yeah, that was the next thing I was going to get to. I don’t know what to think about this. He calls it a starter retirement savings account. It’s available through employers. I guess this is for people that are working for companies that don’t already have 401k stuff like that.

NASIR: And it seems to work just like a regular IRA except what you’re investing in is in savings bonds, so it’s a pretty conservative play which is fine. It’s a starter account. Also, note that, I guess, when the account hits $15,000 or after thirty years, you’re forced to roll it into a private IRA. So, it’s definitely a so-called starter.

MATT: Right.

NASIR: It’s interesting. I think this would be attractive to a lot of small business employees for which the employer doesn’t have a retirement system set up. So, I don’t see anything necessarily wrong with it.

MATT: Yeah, there’s nothing really wrong and it kind of goes on. It’s one of the themes I saw when reading through some of these actions that he plans on taking. It’s just helping out the general public, kind of doing some small things. Or maybe a better way of putting it is better informing people to kind of protect things now so they don’t have to get in trouble in the future, you know? Saving some money upfront. I know there was something about holding seminars or teaching skills, stuff like that.

NASIR: Also, he announced a big push in addressing workers who have families. Now, this is something I think businesses should pay attention to. Now, I don’t think there’s any major law changes, but what he’s suggesting is to have a summit on working families to highlight the policies that will ensure “America’s global economic competitiveness.”
What he’s referring to – and I think we addressed this last week – is all the laws that, for example, the now extended pregnancy leave – both for the mother and the father – and extended sick leave and these kinds of things that are much different compared to what’s going on in the rest of the world. I should say the modern western world because I think a lot of third-world countries still haven’t caught up to some of the workforce protections that we have.

MATT: Right. I agree with you, yeah. It’s going to be beneficial as long as people participate in it.

NASIR: Yeah, absolutely. But, at the same time, employers should be concerned because they may have to make some changes, and I think a lot of responsible employer already do. A lot of responsible employers already provide sick leave, they already provide benefits, they already provide pregnancy leave – sometimes, more than what the minimum is. And so, a lot of the employers that want to attract good personnel are already doing that. So, this would just be additional pressure to actually catch up the law with what’s in reality.

MATT: Is there anything else that jumped off the page to you? I know, obviously, it touches on some things with schools and jobs and that sort of thing.

NASIR: Yeah, those are the main things, I think, for businesses that we should be looking out for.
And jobs.

MATT: These were obviously his planned options for the year. We’ll see how many of these actually end up getting pushed through and actually happening. But there’s stuff to look out for and stuff for employers to consider – or at least think about – moving forward. But let’s get into the first question here.
This comes from Austin, Texas.
“A business partner and I had an agreement on how to run the business.”

NASIR: That’s good – good so far.

MATT: Yeah, off to a good start.
“He later produced paperwork for me to sign and I went along with it. Now, I found out he changed the terms we originally agreed on. Do I have any recourse?”

NASIR: This is interesting.

MATT: Yeah, this is interesting. I don’t know whose side to take in this.

NASIR: Whose side? Well, from a moral perspective, I mean, you can’t just change something in the agreement and try to hide it from the other party.

MATT: That’s true, but I’m thinking from the other perspective of, yeah, I guess he was taken advantage of, but he also has a responsibility to know what he’s getting into and read through an agreement, right?

NASIR: True. I mean, you’re right.
There’s a very common legal maxim – “you should know what you’re signing” – and what’s in writing is what you’re going to be held to. But I’ve seen different cases that have addressed this in many different ways and it really gets down to the dirty details of the facts.
I’ve seen one case where one particular word was changed. It basically had turned a positive to a negative. It might have been an arbitration clause. I can’t recall exactly. But the point is that, in that case, in the same circumstance, one of the parties changed it at the last minute and then the other party signed it without knowing that change was there because it was a long document. But the court did not enforce that provision because it was a material provision that required them to enter it knowingly and, if it was kind of put in there the last minute, then it wouldn’t be enforceable.
You’ll see that for a lot of things. For example, arbitration is a good example. Or any kind of disclaimer of warranty. A lot of times, in the contracts you’ll see it in capital letters and big lettering. Also, certain statutes require certain provisions to be in a certain type of font. These are the kind of provisions. But, I think, generally, unless there’s some kind of real fraud involved – and fraud is not having a provision in the agreement that you end up signing but fraud where they switch out the terms after you’ve signed it, for example – then I think the court is going to enforce it. What do you think?

MATT: Yeah, I tend to agree with that, Obviously, if it’s a mistake, then that’s a whole separate issue. But I’m going back to what I said initially about I don’t know what side to take. Obviously, if two people agree to something and then, eventually, one person produces paperwork and is completely fraudulent about it and changes things in his or her favor, then, yeah, the court is probably going to overturn that.

NASIR: Yeah, its definitely enforced. But, here’s the deal, to answer your question, even though most courts are likely to enforce it, I still think you have an argument, and it kind of depends upon the details.
Again, the worst answer that, you know, level one is that you have to go to an attorney to really determine all this.
But, also, from a practical perspective, you have a business partner and you have a business partner that has basically lied to you, in my opinion, in the sense that you agreed to one thing and then they snuck something in. It’s obviously somebody that you can’t trust anymore, if you thought you did before, and it’s time to get out as quickly as possible.
So, whatever the terms are, hopefully, the terms that were changed has nothing to do with ownership or exit rights and so forth, but it’s time to get out.

MATT: Yeah, I think that’s the underlying issue. It’s probably not going to be good for the longevity of the business, I guess.

NASIR: No doubt.
I feel bad for that guy, by the way.

MATT: I go back on what I said earlier about knowing which side to take. I’m definitely siding with the person that defrauded the other one.

NASIR: Yeah, you’re definitely the bad guy in this episode. That’s okay.

MATT: All right. It’s been a while… We’re getting into our next story now – it’s been a while since we’ve brought up a pizza-based story.

NASIR: And it’s even loosely related, too. It’s not even…

MATT: Yeah.

NASIR: But it looks like the state of Ohio, my home state where I was born and raised, they’re going after quite a number of business, including some pizza businesses that have violated some labor laws.

MATT: Yeah, and it looks like it was what you would expect if there was an employment issue – failure to give minimum wage, not giving overtime, employees discouraged from taking overtime and told to adjust the time they worked.

NASIR: And that’s a classic example, right?
I mean, you would think it would be obvious from an employer’s perspective that you have employees that worked and now you’re asking them to adjust their time as if they work less and to adjust that by taking more vacation time off and so forth. Obviously, that doesn’t work.

MATT: The way I’m viewing this is, let’s say you’re one of the people, one of the employees that work for these pizza places, what can we tell them to do in order to make sure this doesn’t happen? Because, at the end of the day, they’re taking home less money.

NASIR: Well, actually, even in Ohio and almost every state, employees are in a good position because you can always report what’s going wrong, and one of the first things, “Well, what if I get fired because I do that? OR what if I get into trouble because I do that?”
In every state that I know of – and I don’t know Ohio’s law, but I assume it’s going to be the same – I think this is common law that you can’t be fired for reporting a violation of public policy. That in itself is wrongful termination in most cases.
I think we covered this for another pizza place. It was a Domino’s in New York, right? They fired other employees because they were complaining about minimum wage in tips. And so, that was probably the worst thing that that Domino’s franchisee could do at the time and that’s what they did. Of course, what did they end up doing? Re-hiring everyone because they knew they messed up big time.

MATT: I bet this is pretty common. Actually, the first pizza place I worked for, like I said, it was a chain pizza place.

NASIR: Here we go again. Okay.

MATT: It’s pertinent to the story.

NASIR: Yeah, I know. It’s a good reminder of where you came from – to everyone, if they haven’t heard it for the 50th time. Go ahead.

MATT: Now I don’t want to tell it.

NASIR: No, no, tell it.

MATT: Pretty much everyone that worked there was in high school, we were all under 18 for the most part. I remember there was someone that worked there, it was his 18th birthday at midnight. There are laws against how many hours someone could work that’s a minor. So, the manager had this guy clock out if they get, like, 8:00 at night and then stick around and then clock back in at 12:01. It was so ridiculous how he had the structure. I mean, he had some incentive to allow him to do this. I forget what it was, but it was just pretty ridiculous.

NASIR: Yeah, that’s bad.

MATT: I’ve heard too many stories of restaurants doing all sorts of crazy employment things like this.

NASIR: And it’s unfortunate because the amount of the money that these employers are saving – and this is for business owners here that are listening – I really don’t think it’s worth it. I mean, how much really are you saving in the long term, especially if you get caught? Trust me, you’re not only going to have to pay for all those missed wages, but penalties on top of that – even attorney’s fees in certain states, including California. So, it’s not a mistake to take lightly.

MATT: Exactly. I guess you could just say that these pizza places weren’t bringing in enough dough.

NASIR: Oh, wow. That is… That’s great.
Chris, can you just cut that joke out? That was horrible.
Before we go off to the next topic, though, there is something important that I do want to raise. One of the pizza joints was Wise Guys Pizza & More, but the owner – I should say “the former owner” – is complaining because they said that they had already split from the co-owner at the time of the investigation, so his companies are not involved in the failure to pay minimum wage. That may be the case, but it reminds me of whenever you have a split partnership – and this goes back to our last question – if you want to leave your partner, make sure that you do it properly.
A business divorce is horrible in itself, but making sure that you’re not still liable for, for example, a guarantee on a lease or any kind of future liabilities and so forth and having those indemnification clauses in there, or even ensuring that somehow the business is operating under a new entity which is the best case so that, even if the company gets sued, you don’t get wrapped up into the lawsuit, even though you may not be personally responsible.

MATT: Yeah, that’s the classic “Hey, it’s not my fault! I already left!” excuse which, if it wasn’t done properly, then good luck getting out of that one.

NASIR: Yeah, a lot of these labor law violations, they get the principles involved, too. It depends upon the severity of it. And so, a nice little LLC or corporation that your attorney might have created for you may not be worth anything.

MATT: It’s true. Well, I ran out of jokes, so I’ll just get into the next question.

NASIR: As far as everyone knows, you haven’t told any jokes because we cut them all out.

MATT: Yeah, it actually deals with an employment question.
“I just started a new job and they made me sign a contract saying I’m an at-will employee. What does that really mean?”
This is from someone in Stockton, California.

NASIR: You know, I had to look this up. But, you know, every state – and this is a Google search, so hopefully this is correct – except Montana is an at-will state. So, a lot of people say, “Oh, California is an at-will state, Texas is an at-will state, New York…” but pretty much the entire nation and even Montana has it’s an at-will state after a certain probationary period. I don’t know how long it is, but that’s the only one that’s a little different.

MATT: Yeah, and basically what that is, you know, there’s no specified duration of the agreement. So, the employer can really let anyone go at any time, with or without cause. There are some exceptions. Obviously, you can’t do it based on discrimination. You can’t let someone go for an employee refusing to do an activity that violates the law and things of that nature.

NASIR: When someone asks us, for example, “Can I fire this person for this?” or “Can I be fired for this?” my answer is always the same. You can be fired for any reason unless it’s against the law. I know it’s a weird way to put it.
But the point is, like Matt said, so long as it’s not against public policy – like, if someone complains to you about minimum wage and then you fire them, or sexual harassment, or discrimination, or they complain to you that they need some accommodation for their handicap ad then you fire them and so forth – those are all illegal reasons.
Other than that, you just go back to the contract. In this case, when this employee is asking, “My employer made me sign this contract,” well, I resent the word “made” but they didn’t make you sign anything, but would you agree to sign a contract saying that you’re an at-will employee, all that’s saying is that is restating what the law is.
A lot of times, when you have a contract agreement with an employee, you have to make sure this language is in there because it could be construed within the terms of the contract, especially if you wrote your own – and I know a lot of you employers have done so – then a court may construe that, all of a sudden, you changed the at-will nature of the employee. Now, you can only fire that individual for X number of reasons for cause because maybe you have a year-long contract agreement with the term, but no at-will language in there, for example.

MATT: Exactly, and that’s what I was going to say as well.
In this example, the employer did the right thing by making it well-known right up front, and then providing agreement too that they’re at-will employees. It’s not like the employer is doing the right thing and this person that wrote in to us probably just, it doesn’t seem like they’re in trouble. It just seems like they’re looking for a little bit more insight onto what this exactly meant.

NASIR: Yeah, that’s fair. A lot of times, you don’t see any non-at-will employment, unless it’s really higher-level management because, otherwise, you wouldn’t be able to determine that your employees, for any reason, especially if there’s downsizing and so forth, but even with these higher-level employment, you still spell out some reasons for cause. Sometimes, those reasons can be limited; sometimes, they’re very broadly.

MATT: Well, I think we answered that one. Let’s jump into our break here. This is another update on something we talked about before. I don’t know if you saw this in the news, but a couple of podcasts ago, we discussed that lawsuit with Ryan Seacrest. I don’t know what percent of the company owns, but his company and Blackberry – and I guess there’s been some new things that have come out in this case – there’s obviously the lawsuit but now Blackberry has asked the court to halt shipment of these Typo cases that were an issue in the beginning.

NASIR: If you’re following the lawsuit from the very beginning, you knew this was coming next. Of course, Typo wants to sell his keyboards, but now they want to ask the court to stop it. That’s unfortunate. I really don’t like this lawsuit. Whether or not it’s a copyright violation, Typo came up with a really cool idea. It may be that this case, if Typo ended up infringing the copyright of Blackberry, and we put two keyboards next to each other when we covered this a few weeks ago, but I think this case will end up with some licensing deal where Typo gives it some percentage or amount of money to Blackberry. Hopefully, it doesn’t end up that way. but, I don’t know, I’m disappointed to see this happening.

MATT: Yeah, Blackberry, I mean, they tried to come back and be relevant again. They made that push with how the Blackberry was back last year and no one bid on it and now they’re just going after whatever they can. Do you find it interesting that Apple is not involved in this at all?

NASIR: Well, that’s a good question because I don’t think Typo had to license anything with Apple in order to build a case for them for their iPhone because it’s an after-market third-party feature add-on to the phone. I don’t think they need to be included.

MATT: Neither do I. I just found it interesting.

NASIR: Yeah, they may chime in, though. I’d like to see what they’re looking at. I think these keyboards are good for them, I suppose. Well, I don’t know. Is it because they’re trying to promote these touchscreens? If they want external keyboards, then they would develop them and sell it their own.

MATT: We’ll see how this develops and we’ll keep the listeners updated, I guess. when we find out, if we think it’s interesting enough.

NASIR: For sure.

MATT: Or it’ll get settled and we’ll completely forget about it – one or the other.
What we have next here is a US Supreme Court case and they held that – these forum selection clauses are presumptively enforceable. Now, this is a clause that’s probably something that, if you’ve ever signed a contract, you’ve probably never even looked at, I’m guessing? Or there’s a good chance you’ve never looked at it? Would you say that’s right?

NASIR: Yeah, it’s usually at the very bottom of the contract agreement. By that time, I think you get lazy eyes.

MATT: But this can be important, too, because you’re essentially choosing, if there is a lawsuit, you’re choosing where it’s going to be, and that could be a big advantage, especially when you have people or, more specifically, companies based out of different states.

NASIR: Oh, yeah, no doubt, and it’s a big advantage to litigate in your home state.
But the reality is people don’t really think about that stuff because, when they’re entering into an agreement, they’re not thinking about how they’re going to resolve a dispute because they don’t think a dispute is going to happen. But, of course, hindsight is 20-20.
The Supreme Court, it’s important, I think, it restates what we thought already which is, pretty much, the courts should enforce these forum selection clauses and how these are worded. If there’s some kind of controversy between the parties, then the parties agree to litigate in San Diego, California. Or it could be a state – California. Or it could be the Supreme Court of San Diego County, for example. It could even be as specific as that.
And so, they’re going to enforce it, even if it’s not convenient to the parties. And so, that’s good to know for lawyers when they’re drafting it, but good to know for those that are signing it that, look, even if it’s across the country, you’re going to be bound by it.

MATT: Right. Reading the holding in this case, they probably had too many civ pro, civil procedure memories of mine, so I don’t want to get too deep into it, but I looked into things like convenience of the witnesses, the witness locations, but it had some interesting things in it. It put the burden on the violator of the forum selection clause which I guess that makes sense. the person that wants to change it, they have the burden of wanting to prove that it’s more convenient to have it at their location that they want.

NASIR: Sure.

MATT: But I don’t know if you found anything else in here that was particularly interesting or surprised you at all.

NASIR: Well, I think I found it interesting, but I don’t think anyone else will.

MATT: Okay. Well, that’s fine. It’s good to know that these provisions that are in every agreement or should be in every agreement, it’s good to know that they’re going to be upheld as enforceable, so it can continue to include those in our contracts.
Okay. Let’s get into the last question for today.
“I had an LLC I started a few years ago but stopped doing business with it after I got a job. Can I go back and use it for another business venture now?”
This is from a bait and tackle shop in California.
What I think this is, they started a business doing something other than bait and tackle and stopped operating the business, never shut down the LLC, and now they want to do a new business using the same entity, not having to go through the whole process of setting it up again. I’m guessing that’s what this means.

NASIR: And I think that’s not uncommon. In fact, a lot of people use the same entity for multiple businesses, too. It’s not necessarily advisable. I think, conceptually, you have to understand what’s the purpose of an LLC or any kind of entity, and that is to shield yourself from liability and to protect those. And so, if any business has certain assets or even liabilities, you would want to separate each of those out into separate entities. I think that’s just good practice.
Now, I understand we’ve gone over this, a hundred times – how California is a little bit more restrictive on the number of entities that you can create to make it viable – because of that hefty franchise fee, even for a small business, you may not want to separate it into another LLC.
But this question is about, okay, they started doing business in one, they let it go, and now they want to do something else. So, from a legal perspective, they can pretty much do whatever they want unless they specified the purpose of the LLC when they organized it to a specific business. However, I don’t think anyone ever does this because there’s no reason to or you’re only required to put in what the general purpose is. What’s the standard language that they actually recommend?

MATT: I believe it is purpose of the limited liability company is to engage in any lawful act or activity for which a limited liability company may be organized under the California revised uniform limited liability company act. So, very, very broad. It’s pretty much as broad as you can get with it.
I think you’re right in you don’t have to restrict the purpose. You can keep it like that, but I guess there’s reasons to restrict it, if you want. But, you know, it’s perfectly fine the way I just read it.

NASIR: There are companies that do that, for example, especially if you want to put into your articles of organization or articles of incorporation a limited purpose for purpose of investor. For example, those that are investing money into the business, they know that entity can only be used for this purpose. And so, that’s the purpose of putting in a purpose for the organization. But, most likely, this is the standard language that you did. You used maybe a standard form, or your attorney did to create your LLC. So long as that’s the case, then you should have no problem using your previous LLC. I’d be more worried about liability reasons as to why you maybe use another LLC, dissolve your old one, and create a new one. I don’t think it’s that costly to do so.

MATT: Right, and we want to make sure the person that’s doing this didn’t stop operating the LLC a few years ago because they were in debt and never did anything about it and now it’s circling back around, starting a new company. The LLC is going to be the one that’s going to be responsible for any liabilities that are out there, so you don’t want to start this new business with other creditors coming after you right away for stuff not even involving your new business.

NASIR: No doubt.
All right. Let’s get to our next article since we have a little bit of time here.

MATT: This is a pretty interesting story. I think you’re the one that posted this and that’s how I found out about it, but it’s someone, it had to be one of the first Twitter names – @n.
Essentially, we’ll post the link of the story because you’ll have to read it to get a full understanding of what happened, but he was basically saying he was extorted into losing his Twitter name that he said he once got offered $50,000 for.

NASIR: Yeah, take a look at the story. I think his story is actually pretty fascinating because it outlines this communication email exchange of the hacker and he explains how he did it – how he went to PayPal and then he somehow got the last four digits of his credit card by calling in and faking who he was and then calling GoDaddy and then guessing credit card numbers to an extent where he took over the website to the extent that he was able to take control of one of his emails and then get a hold of a Twitter account that, you know – so he says – is worth $50,000.

MATT: Other than the extortion, my biggest problem is he says he didn’t really use the Twitter handle. If you’re getting offered $50,000 for it, why don’t you just sell it? I mean, if I had an asset that was worth $50,000 that I wasn’t using, I’d probably just sell it – or at least see what other offers I could get. I wouldn’t just hold onto it.

NASIR: Yeah, that’s definitely an odd one. But I think, you know, as a lawyer reading this for the first time, the first thing I was thinking, you know, what kind of liabilities are we talking about here? You know, the devil is in the details because all the information that we have is from this other hacker who’s not necessarily to be trusted who’s emailing this owner of the Twitter name how he got his information. He says that PayPal and GoDaddy released sensitive information.
So far, I think the update is that PayPal is denying that. They investigated it. GoDaddy is saying – now, this is pretty disturbing – that they do take partial responsibility for the extortion. I don’t know exactly what that means, but that’s definitely not good and I think that statement alone may open themselves up to liability.

MATT: I’m surprised that they came out and said that. Usually, you have these companies that just deny everything, but the fact that they came out and admitted some liability, it’s pretty strange.

NASIR: This is more of a tech world, but I think there’s a lot of backlash that’s been going on in the community for the past four or five years against GoDaddy for some of their practices – everything from how they handle copyright disputes to spam disputes and so forth. GoDaddy is very aggressive in taking control over your domain name and so forth, and this is what’s going on in the background, so it’s not surprising on one hand that they’re trying to control this on a PR perspective and taking the risk of, you know, I guess, what is this lawsuit worth? It could be worth $50,000, but maybe more if there are statutory violations of privacy and other divulsions such as that.

MATT: Yeah, and I don’t want to drag on too long with this, but if he would have sold it, the person or even the person that stole it, what are they going to do with this Twitter name? How are you actually going to make money from this? I just don’t understand.

NASIR: Yeah. Well, I’m sure I’m not the only one that’s taken a look at the Twitter name and it looks like it’s protected and there’s no posts, no tweets. At the same time, even when you start, you know at least this is an alleged stolen property, right? Also, I’m surprised – and I think I’ve read other comments about this, too – that Twitter is going to end up giving ownership back, eventually. We’ll see. You would hope so, right?

MATT: Yeah, I would think, but who knows? Pretty interesting story. Like I said, we’ll link it and you have to read for yourself just the whole fact pattern that was rolled out.

NASIR: I like how you used the word “fact pattern.” That is such a law school attorney word. But it’s true. It is a fact pattern.
I think that’s our episode.
Well, thank you for joining us again. Send us your questions at ask@legallysoundsmartbusiness.com.

MATT: Very good.
And keep it sound and keep it smart.

NASIR: That’s what I was waiting for.
All right, have a great one!

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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

November 21, 2023

In this episode, Nasir Pasha and Matt Staub explore the legal implications of Artificial Intelligence in the business world. They delve into the most talked-about issue of 2023: AI and its impact on the legal landscape. Although AI isn’t necessarily a new topic, it has many unanswered questions in the legal world. Nasir and Matt…

July 12, 2023

In this episode, Attorney Nasir Pasha and Attorney Matt Staub delve deep into the complexities of mass layoffs and offer valuable insights, real-life examples, and practical advice to employers grappling with the aftermath of such challenging situations. Nasir and Matt emphasize the critical importance of effective communication when executing mass layoffs. They stress the need…

January 9, 2023

As the COVID-19 pandemic swept across the globe, businesses scrambled to adapt to the new reality it presented. In this blog post, we dive into the case of Goldman Sachs, a financial services giant, to examine their response to the crisis and the lessons other businesses can learn from their return-to-office strategy. From prioritizing employee…

October 28, 2022

Full Podcast Transcript NASIR: Finally, my two favorite worlds have collided – both the law and the chess – right here at Memorial Park in Houston, Texas. Windy day. We have some background noise – ambient noise. What are the two worlds that collided? Well, Hans Neimann has sued Magnus Carlsen for defamation in one…

September 26, 2022

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?

July 7, 2022

Whether you are buying or selling a business, the transaction goes through the same steps. However, they are viewed from different perspectives. Sellers may not want to fully disclose all the blind spots while Buyers will want otherwise. Nasir and Matt battle it out in this Buyer vs. Seller to determine who has the advantage!…

May 12, 2022

When it comes to Restrictive Covenants, employers are fighting to keep their company safe while employees may use them to their advantage. Keep listening to find out if the Employer or the Employee wins this battle. Round 1: Trade Secrets A company’s trade secrets encompass a whole range of information and are one of the…

February 14, 2022

The Supreme Court rejected the nation’s vaccine mandate. Businesses with 100 or more employees are NOT required to have their employees vaccinated or go through weekly testings. However, this policy remains in effect for health care facilities. In this episode of Legally Sound | Smart Business, the team sat down to discuss their thoughts on this ruling.

December 1, 2021

In this episode of Legally Sound | Smart Business by Pasha Law PC, Nasir and Matt cover the Business of Healthcare. There is more to the healthcare industry than just doctors and nurses. Many Americans have health insurance to cover their yearly needs, but most Americans are not aware of what really goes on behind…

October 12, 2021

In our latest episode, Nasir and Matt are covering the legal issues on Social Media. The average person spends most of their day on social media, whether they are scrolling for hours or publishing their own content. However, just because you publish your own content on Instagram does not equate to you owning that image….

September 28, 2021

What is a Non-Disclosure Agreement, and when do I need one? In this episode, Nasir and Matt shares why you need to use Non-Disclosure Agreements, basic facts about NDA’s, and discuss about the infamous Jenner-Woods story. Having the right Non-Disclosure Agreement in place not only protects you and your business, but it also makes the…

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.

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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