News & Resources

A Lawyer With a Passion for Business

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My background as a GC means that I bring a unique perspective and insight to your business legal issues. I can see the issue from your point of view. I take my specific experience in the business world and use it to counsel my clients in a way that ultimately adds value to your business. Bridging the Gap Let’s face it: the legal world can impose all kinds of regulations, requirements and burdens on businesses that seemingly ignore the realities of the business world. I’ve spent my in-house career evaluating the law and the facts, and then creating pragmatic solutions that bridge that gap so a business can comply with legal requirements and still function as a profitable enterprise. As a former GC, I was the “client” so I understand the...

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Legal Crisis Assistance

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Reliable navigation through the storm of a legal crisis to safe harbor Critical/Crisis Legal Issues No business wants or needs a legal storm: a government investigation into business practices, allegations of unethical conduct, a financial restatement or a major lawsuit. But they do happen and when the storm hits, a company can be faced with a bewildering array and overwhelming number of complicated legal issues. In this circumstance, it is critical to have an experienced, knowledgeable lawyer at the helm to help navigate the choppy legal waters and calmly steer the company into a safe harbor. I have extensive personal experience managing critical or crisis situations on behalf of companies. (See About Deanne for more examples) Respond to whistleblowers and other...

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New HR Developments for 2013 – Part II of II: Federal Rules/Guidance

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Last week we blogged about some of the more significant new California state laws applicable to businesses with employees in California CA Update . This week, we address some of the new HR developments from our friends in the federal government. No matter where your employees are based, you need to be aware of the following: Use of Arrest and Conviction Records in Employment Decisions In 2012, the Equal Employment Opportunity Commission (EEOC) issued new guidance on employers’ ability to use arrest and conviction records in making hiring decisions. Employers may not simply reject an applicant solely because they have an arrest record and/or a “criminal” history. Instead, the employer must consider the impact of a particular conviction on the particular job for...

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New HR Laws for 2013 – Part I of II: New California Laws

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As always, the new year means new laws and regulations kick into gear, and that impacts your business. If you are a business based in California or have employees working here in the Golden State, then you need to keep up to date with the many new employment laws effective January 1. California – known for its extreme pro-employee bias – has a host of new laws, more than one blog can tackle. But the following list, although by no means an exhaustive list, does address some of the more significant ones that are most likely to impact your employee practices. Employees Paid Commissions Must Have a Written Contract Employers with any commissioned sales personnel in California (regardless of where the company is based) must enter into a written contract with each such...

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Lawyers Behaving Badly: which leads to our favorite lawyer joke

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It’s Friday, the end of the month and we have a holiday next week: no one wants to read an analysis of yet another serious legal issue, so time for another post in the Love Your Lawyer (Yes, Really!) category here on the Legal Updates blog. These are meant to be a not-so-serious look at lawyers in general and the relationship between lawyers and their clients in particular. Already, for today’s topic, we can hear the more cynical of our readers commenting on the title: wait, lawyers behaving badly is simply redundant. Which calls to mind one of our favorite lawyer jokes: You know what the problem with lawyers is?       Just 98% of them give all the rest a bad name! Well, let’s just say there are a lot of us lawyers out there that like to think we are in the 2%...

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The “Best Efforts” Contract Clause: Exactly How Much Effort is Best?

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It is quite common to see best efforts clauses in many different kinds of contracts. A party may be required to use its best efforts to market a product in a licensing, distribution or franchise agreement. In a merger agreement, one or both parties may have to use their best efforts to obtain shareholder or regulatory approval. Similarly, buy-sell agreements often require the parties to use their best efforts to conclude the agreement. These clauses are standard terms in all kinds of contracts, but rarely is it defined what constitutes such “best” efforts. Exactly how much effort does a party have to make and how much do they have to spend in order to meet their obligations under such a provision? A recent case in California provided some practical guidance on...

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