Dissolving a business is a complex process. Not only must you gain approval from shareholders, members or partners for the business dissolution, but you must also take steps to make the dissolution official. In many cases, bylaws or operating agreements may outline an exit strategy to follow.
]]> Outside of the exit strategy, there are legal requirements to meet, including contacting the IRS about the business dissolution, notifying creditors and paying debts, valuing and distributing business assets, and filing for dissolution with the California Secretary of State (detailed below).Because there are so many moving parts in a business dissolution, it is important to involve the right professionals, which may include accountants, tax advisors and business lawyers.
Dissolution Documents to File With the Secretary of State
Each business entity must file separate documents to terminate the business. In most cases, your California business must file the following document(s):
Unfortunately, the Secretary of State often returns documents because they have errors, misstatements or omissions. Legal counsel can help you meet the minimum filing requirements under the California Corporations Code.
Source: California Secretary of State, Frequently Asked Questions, "How Do I Terminate (Dissolve, Surrender or Cancel) My Business Entity?"
]]>On October 28, 2011, a motorcyclist lost control of his bike and ran into a semi truck on the San Diego (405) Freeway.
On October 29, 2011, there were two fatal car accidents in Southern California. The first accident was a car-and-truck accident on the 60 Freeway. In the second fatal accident, a car crashed into a pole, killing at least two people.
The following day, a serious car crash closed traffic lanes on Interstate 680, and on November 1, 2011, a car fatally struck a pedestrian on the 134 Freeway.
These are just a sampling of the recent tragedies on California's roads.
]]> California Fatal Car Accident StatisticsWhile the number of California fatal car accidents has declined over the years, there are still more than 3,000 traffic fatalities each year. Approximately one third of these fatal accidents are alcohol-related (many caused by drunk drivers). Speeding also plays a role in one third of the accidents.
In Riverside County, car accidents led to 224 traffic fatalities in 2009, making it the fourth most dangerous county in California, behind Los Angeles County, San Bernardino County and San Diego County.
Of course, the numbers don't tell the whole story. Behind these California fatal car accidents are grieving families facing unrelenting financial difficulties and significant life changes. These families need everyone's support. They also want to know that what happened to their loved ones will not happen to someone else. It is up to all of us to prevent fatal car accidents by putting down distractions, finding a sober cab, going the speed limit and otherwise driving safely.
Source: NHTSA, "Traffic Safety Facts California 2005-2009."
]]>There are many reasons why elder abuse goes unreported. Oftentimes, elderly individuals cannot speak up for themselves or are afraid of the consequences of mentioning the abuse. Other times, family members and friends don't visit often enough to notice signs of abuse or simply do not know what those signs are.
However, actions by caregivers and nursing homes can also hide abuse. A recent investigation by the Sacramento Bee turned up many instances of nursing homes falsifying patient records. Unfortunately, this type of medical negligence is often only discovered when it is too late; discovered by nursing home abuse attorneys who are called in to recover compensation for wrongful death or a serious injury.
]]> The most common ways that nursing homes falsify patient records include:These actions, as well as others taken by nursing homes throughout California, can lead to serious injury and even death. By not keeping charts up-to-date or by writing false information, nursing home employees do not allow residents to receive the care they need. For example, a nurse was told to falsify the record of a resident who developed and died from bed sores / pressure ulcers at a nursing home - the facility's administrator had told the nurse to write that the resident had entered the nursing home with softened heels.
Holding Nursing Homes Accountable for Negligent and Criminal Actions
Nursing homes are afraid of the financial impact of a nursing home negligence lawsuit. Yet, instead of taking action to improve patient care and reduce the incidences of nursing home negligence, some nursing homes hide the problems.
While it is a misdemeanor to falsify a medical record, prosecutors rarely go after nursing homes and their employees. During the 1990s, only 180 citations were issued for "willful material falsification." In the last decade, the number of citations dropped to 29.
With such a small number of criminal prosecutions, how can you hold a nursing home accountable for the injuries it has caused your loved one? You may be able to bring a nursing home negligence lawsuit. Contact an experienced California nursing home abuse attorney to learn more.
Source: Sacramento Bee, "Falsified Patient Records Are Untold Stories of California Nursing Home Care," Marjie Lundstrom, Sept. 18, 2011.
]]>A New York administrative law judge for the National Labor Relations Board (NLRB) recently held that a nonprofit organization acted unlawfully when it fired five individuals for posting negative comments about their work environments on Facebook.
]]> In the case, employees had posted information on Facebook about workload and staffing at the company. The nonprofit organization discharged them because it believed harassment was involved in the posts. The administrative law judge found that the employees' comments on Facebook were protected under Section 7 of the National Labor Relations Act (NLRA).Under Section 7, employees have a right to freedom of association, self-organization, unionization, collective bargaining and engaging in protected concerted activities with or without a union. The administrative law judge said that the employees were protected under the NLRA because their posts constituted a coworker conversation about employment. Thus, they did not forfeit their rights under the Act.
Social Media: Business Law and Policies
It appears that the NLRB sees Facebook as a personal forum much like the old coffee room where employees would air their grievances. In a world where constant information is flowing publicly, how can an employer protect itself from derogatory information on the web? What social media policies are appropriate? Is discharging an employee for Facebook or Twitter comments ever okay?
Most employment law attorneys recommend developing social media policies. However, even those policies have faced attack by the NLRB, especially those that restrict discussions involving wages, discharge actions and similar topics. Even policies that restrict negative comments about the company may go too far.
If your business is considering a social media policy or you have a social media policy you would like reviewed, contact a California business and employment lawyer.
Source: Insurance Journal, "New York Firm Unlawfully Fired Workers for Facebook Postings: NLRB," Sept. 15, 2011.
]]>Three years ago, Metrolink 111 crashed into a freight train, killing 25 people and injuring more than 130 others. This California railroad accident was avoidable, caused by distracted driving: the engineer was texting. According to the court case, a conductor had warned the train company that the engineer had been texting, but the company did not take action.
Texting while driving and other forms of distracted driving kill more than 5,000 people and injure many more every year. Whether the person texting while driving is a train engineer or a car driver, he or she puts everyone else at risk of catastrophic injury. A study by the University of Utah found that just talking on a cell phone can significantly delay a driver's reaction time, causing him or her to be as much of a menace as a drunk driver.
]]> California has a ban on handheld cell phone use, including texting while driving. However, the law does not always deter people from texting while driving, since the penalties are mild.Damages After a Texting While Driving Accident
If you have been injured or have lost a loved one in a train accident or automobile accident involving texting while driving, you may be able to recover compensation for your medical bills, funeral bills, pain and suffering, loss of income and more.
Unfortunately, personal injury lawsuits never fully compensate victims for the injuries they suffer because of others' bad choices. And in the case of the railroad accident victims, there wasn't enough money to go around. The Amtrak Reform and Accountability Act of 1997 capped the amount of liability damages plaintiffs could receive in a single railroad accident at $200 million. This money could not cover all of the victims' physical and emotional damages.
Source: Los Angeles Times, Solemn Gathering Marks Anniverary of Metrolink Crash, Steve Chawkins, Sept. 13, 2011
]]>That is why Pavely sponsored Senate Bill 586, which would double the penalties for elder abuse and help prevent financial abuse through signature stamp regulations. The bill, which was supported by the California Senior Legislature and AARP, was passed by the Senate on August 30, 2011, and is awaiting the signature of California Governor Jerry Brown.
]]> Preventing Financial Abuse of the ElderlySenate Bill 586 began as a plea from a California woman, Liz Sanders, whose mother, Bette Isenberg, was the victim of financial abuse. Isenberg's in-home caretaker used a signature stamp to steal more than $750,000 from Isenberg and spend thousands more using Isenberg's credit card.
Sanders was outraged by the abuse her mother suffered at the hands of someone trusted to take care of her. She called multiple politicians, eventually connecting with Senator Pavley. "A $20 signature stamp ... left [my mother] in financial ruin." she said. Meanwhile, the abusive caretaker was sentenced to only 32 months in prison for this significant theft and abuse.
Elder abuse comes in many forms. It is estimated that more than 200,000 elderly individuals suffer physical, emotional, sexual or financial abuse every year in California. Senate Bill 586 would increase the penalties for financial abuse as well as the other forms of abuse and negligence that so many vulnerable adults face every day.
By 2025, there will be more than 6.4 million senior citizens in California, according to the United States Census Bureau. Let's protect our aging population by taking the right steps now. You can do your part by advocating for important elder abuse bills such as Senate Bill 586.
Source: Contra Costa Times, "Brown Gets Elder Protection Bill," Sigourney B. Nunez, Sept. 02, 2011.
]]>Business formation law is complex. In this blog, we will discuss some of the differences between C corporations and S corporations.
]]> C corporations and S corporations are similar in many ways. All three offer limited liability protection. This means that a shareholder or member is not personally liable for business debts or other liabilities (compare this to a general partnership, where a creditor can go after the partners after exhausting business assets).The structures of C corporations and S corporations are also very similar. All corporations must have a board of directors, officers and shareholders. The shareholders own the company and choose the board of directors. The board of directors oversees the operation of the company, including electing officers, who manage the company. All corporations must also have bylaws and meet other obligations, such as filing annual reports and holding certain meetings.
The main difference between C corps and S corps lies in taxes. C corporations pay taxes as separate entities. This means that the corporation itself must file a tax return and pay income taxes. Depending on the structure of the company, this can lead to double taxation; if stockholders receive dividends, the dividends will be taxed at both the corporate and the individual owner levels. S corporations, on the other hand, are considered "pass through" entities. The corporation does not pay taxes. Rather, it files a tax return for informational purposes. Only the owners pay taxes on the business' profits.
If you would like to start an S corporation, you must meet certain requirements. For example, S corps may only have 100 shareholders and all shareholders must be legal permanent residents or U.S. citizens. Furthermore, while C corps can have multiple stock classes, S corps can only have one. Finally, other entities (such as partnerships and corporations) may not own S corps.
There are many formalities involved in starting either type of corporation. In order to avoid personal liability and ensure that your corporation is legally secure, contact a lawyer experienced in business formation.
Source: IRS.gov, S Corporations
]]>The cause of this multi-car accident is still under investigation. However, witness testimony points to truck driver negligence as a potential cause; in particular, speeding and distracted driving.
It appears that the driver was not paying attention to the road and was unable to stop in time to prevent crashing into slowed traffic. According to one witness, the bobtail truck did not slow down with other traffic around a construction zone. The driver changed lanes right before the accident, apparently to prevent running into the halting traffic in the other lane.
]]> Six vehicles were involved in this small freight truck accident on Interstate 5, near the CR 102 exit. Five of those vehicles, including the bobtail truck, caught on fire. At least seven people were injured.Who Is Responsible for California Truck Accidents?
After a serious or fatal truck accident, an injured party and his or her truck accident lawyer may be able to bring a personal injury lawsuit against those responsible for the accident.
Responsibility for truck crashes can go many directions. Was the accident caused by truck driver negligence or was it the result of a defective truck part, such as defective tires? Was the truck driver using the truck for company business (such as in the I-5 truck accident) and, if so, is the trucking company to blame for poor training or improper maintenance?
If you have been injured in a trucking accident, a personal injury attorney near you can help you determine who caused the crash and whether you can recover compensation for your injuries.
Source: The Sacramento Bee, Speeding Truck May Have Triggered Fatal I-5 Crash, CHP Reports
]]>One reason prosecuting California nursing home abuse is so difficult is that family members may not notice signs of elder abuse until many weeks or even years after the abuse has occurred. As Irvine nursing home abuse attorneys, we have also seen this impact personal injury claims against the individual or nursing home responsible for the abuse. If you have a loved one in a nursing home, the most important thing you can do to prevent nursing home abuse is to visit your loved one and watch for signs of abuse or neglect.
]]> Signs of Nursing Home AbuseNursing home abuse can include physical abuse, sexual abuse, emotional abuse and other forms of violence. Signs of physical abuse may be obvious, such as bruising, bleeding, open wounds, cuts, burns and torn or bloody clothing or sheets. However, they may also be less noticeable, such as changes in weight and poor hygiene.
The effects of physical, emotional and sexual abuse against an elderly person often manifest themselves emotionally. For example, your elderly family member may refuse to do normal activities, become unresponsive and emotionally withdrawn, or otherwise act differently than usual.
Signs of Nursing Home Neglect
Has your elderly loved one come down with more illnesses than usual? Has he or she fallen and broken a hip at the nursing home? Have you noticed bed sores / pressure ulcers? Was your family member strangled or suffocated by an improperly-sized bed frame and mattress? Does he or she appear to be malnourished or dehydrated?
These are a few of the signs of nursing home negligence. To help prevent nursing home neglect, there are specific state and federal nursing home regulations that dictate how nursing homes must act. For example, nursing homes must be adequately staffed and must prevent bed sores at all costs. When a nursing home fails to follow the regulations, it is not only breaking the law; it is putting its residents at risk for serious injury.
What to Do When You Suspect Nursing Home Abuse or Neglect
If you suspect your loved one is the victim of nursing home abuse or neglect, you can report it to nursing home management, file a complaint with the Ombudsman Office and speak with an experienced California nursing home abuse lawyer.
Source: SF Weekly, "In San Francisco, Elder Abuse Is the Perfect Crime"
]]>What Is Foreign Qualification?
Out-of-state or out-of-country business entities must usually register with the Secretary of State in the state where they would like to do business. For example, companies wishing to do business in California must register by filing a registration form with the California Secretary of State before doing any intrastate business in California.
]]> The requirements are different for different entities. For example, a Corporation must file a Statement and Designation by Foreign Corporation, while a Limited Liability Company (LLC) must file an Application to Register. All business entities wishing to register must prove good standing in the state in which they are incorporated.Do I Need to Register My Business?
Generally, any company that "does business" in another state must register in that state. However, determining whether your company is doing business in another state can be difficult. If your business is physically operating or has employees in another state, it is doing business there and must register. If you perform all of your work online and are simply making money from clients in other states, you may not need to register - unless you meet those clients in person.
A business law attorney experienced in business registration can help you determine whether you must register your business in California or another state. Failure to register can lead to significant fines and tax liability. It could even prevent you from bringing a lawsuit in that state.
Source: Small Business Trends, Are You Operating Your Business in Multiple States? What You Need to Know
]]>Both driver and passenger were seriously injured after their pickup truck hit a car on a California highway. According to the California Highway Patrol, the driver had been speeding when she merged into the other car. The pickup spun out of control into an embankment and rolled over multiple times. The occupants of the other car involved in the motor vehicle accident had minor and moderate injuries.
The driver was arrested for felony driving under the influence of alcohol (DUI).
]]> Drunk Driving Accidents: Preventable TragediesAccording to the California Department of Motor Vehicles, an average of 1,500 people were killed and more than 30,000 injured in California drunk driving accidents every year between 2002 and 2007. Accidents caused by drunk drivers accounted for more than 35 percent of all fatal car accidents.
The numbers are appalling not only because they are so high, but also because every single one of these accidents could have been prevented if the drivers had simply decided to take a cab or have a friend drive them home.
The families of those lost to drunk driving accidents have little to comfort them. However, drunk drivers must be held accountable for their poor choices. While criminal DUI cases can send drunk drivers to jail, family members must bring a personal injury claim to recover compensation for the loss of their loved ones and other economic and noneconomic damages.
If you have lost a loved one to a DUI accident, an experienced California drunk driving accident lawyer can help you take the steps you need to start moving forward.
]]>Overall, California received an "average" in most healthcare performance measures, ranking poorest in nursing home care measures. Within the nursing home care measures range, California ranked better than average for preserving and rehabilitating residents with declining mobility, supporting short-term residents with delirium and supporting long-term residents with depression / anxiety. It ranked worse than average in supporting long-term residents who are bed / chair bound, who have moderate to severe pain, and who have a high-risk of pressure sores / bed sores, among others.
]]> The report explains, "Most residents want to care for themselves, and the ability to perform daily activities is important to their quality of life. Some functional decline among residents cannot be avoided, but optimal nursing home care seeks to minimize the rate of decline." Failure to maintain adequate care at nursing homes not only increases functional decline; it can also lead to serious injury and even death.This is one of many reports that show California needs to improve its quality of care for nursing home residents. Nursing homes must adhere to state and federal nursing home regulations. Failure to do so can lead to significant liability. They must also supervise the use of restraints to ensure that any restraints used are absolutely necessary. Bed sores are unacceptable -- residents who come in with bed sores should receive treatment and steps must be taken to ensure that residents do not develop bed sores during their stay.
When problems arise, it is important to ask: what caused them? If they were caused by nursing home abuse or neglect, the injured resident and his or her family may be able to recover damages for the injuries sustained. Help protect our most vulnerable citizens. If you suspect nursing home neglect or abuse -- or any form of elder abuse -- contact an experienced lawyer.
]]>Under California law, child support is determined using the monthly income of both parents and the amount of time each parent spends/will spend with the children. The number of children affected also plays a role - all of Schwarzenegger's children, including the four children he has with Maria Shriver and the child he has with Mildred Baena - would usually be entitled to child support.
]]> However, Schwarzenegger's case is unique because his son's mother was married at the time the child was born. California law automatically presumes a married couple to be the mother and father of the child. While paternity tests can remove the presumption, that is only possible during the child's first two years. Therefore, if no one took legal action to declare Schwarzenegger the biological father during those first two years, Schwarzenegger does not legally owe child support.Schwarzenegger's family situation is complex, involving multiple areas of family law and extensive assets. Yet, few divorces are simple. Very few people start a marriage looking toward the potential end, even if they have protected their assets through a prenuptial agreement. Determining who will have custody of the children, how much child support the other parent will pay, whether or not one spouse should receive alimony, and how property should be divided are only a few of the complex issues many divorcing spouses face.
If you are considering a divorce or facing a child support issue, contact an experienced California family law attorney to learn about your options.
]]>There are competing thoughts about why this amount is so high. Many people blame it on "deadbeat dads" who refuse to pay their share in raising their kids. Others point fingers at California's large interest rate on civil debts (10 percent). Still others claim the recession has made it impossible for many noncustodial parents to meet their monthly child support payments.
]]> Of course, the real cause involves all of these factors. Some noncustodial parents intentionally fail to pay child support, but a 2003 report by the Urban Institute found that many, if not most, parents want to do what is right for their kids. The same report mentions California's ten percent annual interest rate charge on arrears as one of the largest in the United States, and as a significant cause of the child support debt. While parents owe 70 percent of this debt directly to the state, the high interest rate should not affect what California's children receive since any money paid goes first to the principal debt.Finally, the economy has certainly had an impact on child support debt. Yet, noncustodial parents have the option to request a modification in child support to make their child support obligation more manageable.
While California's child support debt continues to climb, many will continue to ask: how do we reduce that debt? The California Department of Child Support Services, along with other organizations, has asked the California Legislature to lower or temporarily eliminate the interest rate on child support arrears. Others have suggested programs to reduce the weight on noncustodial parents or push for stronger child support enforcement measures. For now, we must approach child support on a case-by-case basis, pushing for appropriate child support orders, enforcing those orders when necessary, and continuing to support the best interests of California's children.
Source: High interest rate driving state's child support debt
]]>There is, for example, the bogus claim that Facebook causes one in five divorces - a claim that persists because no one (not even marriage and divorce researchers) can agree on what factors commonly lead to divorce. Some researchers collect data on facial expressions - rather than looking at Facebook status updates - to determine what a person is really feeling.
]]> In Malcolm Gladwell's book Blink, a psychologist analyses couples by capturing their facial expressions on camera. The couples are instructed to have a conversation regarding something that is a source of conflict for them; in Blink, one couple's source of conflict is the dog. (Wife loves the dog; husband doesn't.) They're a young twenty-something couple, educated, and they appear to be happy. Gladwell characterizes their back-and-forth as "playful banter."But their minute facial expressions indicate contempt and a lack of empathy - the wife, for instance, frequently rolls her eyes - and so there are warning signs that husband and wife are perhaps not as happy as they look at first glance.
Because relationships are so complex, it will remain difficult to determine what is likely to lead to divorce. Our opinion is that Facebook and other social media play a role in divorce, but it's not a pivotal role. Facebook does not generally cause divorce by leading directly to infidelity, for example (not to say that it doesn't happen). But what social media does is provide spouses and family lawyers with evidence to use in settlement conferences, in court, and for post divorce modifications.
And that evidence can be pivotal in making a case.
Source: Irreconcilable Claim: Facebook Causes 1 in 5 Divorces
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