| Read Time: 2 minutes | Business Law

COVID-19 and Public Meetings: An Update on the Brown Act Requirements

 On March 17, 2020, Governor Newsom issued a new Executive Order that relaxed additional requirements of the Brown Act. Water Law attorney Brett Stroud prepared the following update for our clients and those who conduct business at public meetings:  Yesterday, Governor Newsom issued Executive Order N-29-20 (“March 17 Order”), which altered some of the provisions of his previous Executive Order N-25-20 (“March 12 Order”), including his relaxation of certain Brown Act requirements. The March 17 Order differs from the March 12 Order in one significant respect: it removes the requirement that an agency provides a publicly accessible location from which members of the public can observe the meeting and provide public comment.  Instead, an agency may hold the meeting entirely by teleconference, provided it also “implements a procedure for receiving and swiftly resolving requests for reasonable modification or accommodation from individuals with disabilities, consistent with the Americans with Disabilities Act and resolving any doubt whatsoever in favor of accessibility” and “advertise that procedure each time notice is given of the means by which members of the public may observe the meeting and offer public comment.” In short, the March 17 Order permits an agency “to hold public meetings via teleconferencing and to make public meetings accessible telephonically or otherwise electronically to all members of the public.”  The agency must provide notice within the usual timeframe, provide a method for members of the public to offer public comment during the teleconference meeting, and provide a procedure for members of the public to request accommodations based on disability. Like the March 12 Order, the March 17 Order applies specifically “during the period in which state or local public officials impose or recommend measures to promote social distancing, including but not limited to limitations on public events.”  On March 16, the California Department of Public Health issued updated guidance relative to public gatherings.  That guidance indicates that “all gatherings should be postponed or canceled.” If you have any questions or would like specific advice on applying the March 17 Order for your agency, please feel free to contact an attorney in our Water and Special Districts Department.  In particular, if you plan to hold a meeting by teleconference, please contact us for assistance in preparing your agenda.  We can be reached by phone at 661-327-9661.

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| Read Time: 2 minutes | Business Law

COVID-19 and Public Meetings: Brown Act Implication of Executive Order N-25-20

On March 12, 2020, Governor Newsom issued an executive order relaxing certain requirements of the Brown Act and the Bagley-Keene Act, affecting public meetings. Water Law attorney Brett Stroud prepared the following information: On March 12, 2020, Governor Newsom issued Executive Order N-25-20 (“Order”), exercising his emergency powers under Government Code sections 8567, 8571, and 8572.  The Governor has the authority to “suspend any regulatory statute, or statute prescribing the procedure for conduct of state business … where the Governor determines and declares that strict compliance … would in any way prevent, hinder, or delay the mitigation of the effects of the emergency.”  (Gov. Code, § 8571.)  Exercising that power, Governor Newsom has temporarily relaxed certain requirements of the Brown Act and the Bagley-Keene Act. Ordinarily, an agency must post notice of a teleconference meeting at all locations from which any board member will participate, allow the public to attend and offer public comment at any of those locations, and have at least one board member physically present at each location.  Furthermore, a quorum of the Board must participate from locations within the agency’s boundaries.  Those requirements are suspended by section 11 of the Order, and agencies are permitted “to hold public meetings via teleconferencing and to make public meetings accessible telephonically or otherwise electronically to all members of the public.”  The agency must provide notice within the usual timeframe and must provide “at least one publicly accessible location from which members of the public shall have the right to observe and offer public comment.” It should be noted that the authorization applies specifically “during the period in which state or local public officials impose or recommend measures to promote social distancing, including but not limited to limitations on public events.”  The California Department of Public Health has issued such guidance relative to public gatherings. The guidance requires cancellation or postponement of gatherings larger than 250 persons.  Smaller gatherings should only be held if the venue allows for 6 feet of distance between persons.  If individuals at higher risk may be present, gatherings should be limited to 10 individuals.  In the public agency meeting context, all members of the public are permitted to attend, including those at higher risk, and the agency cannot limit attendance to 10 individuals. If you have any questions or would like specific advice on applying this Order for your agency, please feel free to contact an attorney in our Water and Special Districts Department. We can be reached by phone at 661-327-9661.  

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| Read Time: 2 minutes | Business Law

Estate Planning Tips for Small Business Owners

Starting with your initial idea, building and owning a business can be an exciting venture from day one. Developing a proper business plan, securing financing, marketing, paying taxes and all of the other small, but significant, details will surely be some of the most challenging yet rewarding work that you will perform in your lifetime. But have you ever thought about the role you will play in your business after your life is over? Developing a comprehensive estate plan provides a well-developed plan to ensure that your life’s work survives even after you pass. As a small business owner, you spend an incredible amount of time working to establish and grow your business throughout your life. It seems only reasonable that you should take the time to create a plan for your business upon your death. When talking to your estate planning attorney, consider these tips for your business: Avoid Exorbitant Taxes Upon death, the IRS may claim estate taxes on all assets of your estate. Reviewing your personal and business assets as part of a comprehensive estate plan can help minimize the tax exposure of your estate and facilitate an organized transition or sale of the business. To avoid taxes, there are various IRS sections that can help. One section, Section 6166, will allow your loved ones more time to pay the tax by paying the estate tax in 10 annual installments. Another, Section 303, will allow your family to redeem your stock with very little tax penalties. You should talk to your family about these tax sections and determine if your business will be eligible. Creating a plan and instructions for your survivors will help them to navigate these filings.  Create a Buy-Sell Agreement If your business is owned by more than one person, a buy-sell agreement dictates how the partnership or LLC will be distributed upon one owner’s death or incapacitation. Without one, family members may be stuck owning a business they do not want, and partners may be forced to work with people they did not intend. A buy-sell agreement puts in place a plan that when an owner passes, their shares must be bought out by the other owners at a fair market price. These agreements can even establish a sale price so that family members know what they can expect to receive from the sale. In a buy-sell agreement, you can also block certain individuals from having a role in the business. Purchase a Life Insurance Policy It is possible that you have no intention of your business surviving after your passing. Referred to as owner-dependent businesses, some small businesses provide a stable income for the owner, however, there is not a lot of money reinvested in the business and exponential growth is not the intent. If you depend on your business for income and you have a family, when you pass, that income will be gone. A term life insurance policy can serve as income replacement for your family. Additionally, a life insurance policy or irrevocable life insurance trust (ILIT) can help your partners with the capital they might need to purchase your shares if you have a buy-sell agreement. As a small business owner, you owe it to your family and your business to make plans for your passing. Dealing with their loss will be complicated enough without navigating the intricacies of small business taxes and sales. Discuss your options with an experienced estate planning attorney and leave your legacy the way you would want it.

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| Read Time: 3 minutes | Business Law

Simple Explanation of Business Formations | Business Law

A SIMPLE EXPLANATION OF BUSINESS FORMATIONS Starting a business can be a rollercoaster of emotions: excitement to finally be building your dream, fear of financial instability and then, the uncertainty of the legal aspects of your new endeavor may sink in. Consulting a business law attorney can help you make sense of your legal obligations as a business owner as well as aid in setting up your business in the way that makes the most financial sense for your situation. With the help of an experienced attorney, you can spend more time in the excitement and less time in the uncertainty of your business. One of the first things to consider when you’re ready to start your business is its formation. There are four basic forms your business can take, each with different financial considerations for your personal assets as well as various obligations where taxes are concerned. Below you will find a list of these four business forms and a brief explanation of each. Sole Proprietorship In a sole proprietorship, you are the exclusive owner of your business. This is the simplest and least expensive type of business to form. Depending on your occupation, your state or county may require you to hold a business license to operate. Otherwise, there are no incorporation documents to file. You can do business under your name or apply for a DBA (doing-business-as) if you want to operate your business under a different name. Protection: As a sole proprietor, you have no personal protection from lawsuits or creditor claims. Your personal assets can be seized to satisfy your business debts. Taxes: Sole proprietors report business income and expenses to the IRS on a Schedule C when filing individual income tax returns. Partnership Other than a partnership agreement, there are no documents to file with your state when forming a Partnership. Your partnership agreement states how your business operates and how the profits and losses are shared. As many partnerships are formed between friends, it is advisable to have a business law attorney help you create the partnership agreement so everyone is well informed of the specifics of your agreement. Protection: In most states, each partner in a partnership has unlimited liability. This means debts, lawsuits and the action of the one partner become the responsibility of all partners. Taxes: The business entity must file a partnership information return with the IRS each year. Profits and losses are reported on each partner’s individual income tax return. Limited Liability Company (LLC) Any business owner may form a limited liability company by filing articles of organization or a certificate of formation. Owners of an LLC are known as members and can number as small as one member. This is a common business formation since it offers more protection of personal assets and less risk to the business owner. Protection: When you take on debt or open a bank account as an LLC, the LLC itself is responsible for the accounts rather than the members. Profits and losses flow through the company to each member. Taxes: LLC members decide upon formation if they want to be taxed as a corporation or a partnership. LLC’s filing as partnerships file the partnership tax returns. LLC’s filing as corporations must file taxes either as a C corporation or S corporation. A qualified business law attorney can help you decide what the proper filing method is for your LLC. Corporation The most formal of the business formations is the Corporation. It is also the most expensive. Your business law attorney will help you file Articles of Incorporation with the California Secretary of State. There are more rules governing ownership of corporations than any other form. For example, only U.S. citizens can be owners. In an S corp, there cannot be more than 100 owners and those owners must be individuals, not partnerships or other corporations. Corporations must conduct annual meetings and file annual reports in their incorporating state. Protection: Owners in a corporation have limited liability protection meaning their personal assets cannot be used to satisfy debts owed by the corporation. Taxes: Profits and losses are retained at the corporate level in a C corp but are subject to double taxation. Simply put, this means that owners are taxed on their earnings and shareholders are taxed on corporate dividends. Most often, the owners are the shareholders. Both C and S corporations file corporate tax returns, annual reports and are obligated to meet federal and state record-keeping requirements. A business law attorney at Young Wooldridge, LLP can inform you of legal options you may not know you have. If you have questions or need help forming your business, contact The Business Law Department at Young Wooldridge, LLP.

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| Read Time: 2 minutes | Business Law

Kern Business Journal Executive Profile: Jerry Pearson

Jerry Pearson is a partner and business attorney at Young Wooldridge, LLP, whose practice focuses on handling labor and employment matters on behalf of California businesses and keeping his clients in compliance with the California state labor code. This executive profile was originally published in the February/March 2017 Issue of Kern Business Journal. Name: Jerry Pearson Title: Attorney Company: Young Wooldridge, LLP About the company/organization: Since 1939, Young Wooldridge, LLP has represented business and corporate clients, public agencies and individuals in a wide range of legal matters. The firm provides high-quality legal services in a variety of practice areas including business transactions and litigation, employment and labor issues, water and agriculture, oil and gas, real estate law, estate planning and probate and civil litigation. We work hard to deliver positive results in a cost-effective manner for our clients. What I do: My practice is limited to representing management in all aspects of labor and employment matters. Where I grew up: I was born in Torrance, California and grew up in Fresno. How I landed in Kern County (if applicable): After graduating from law school I was hired by the Kern County District Attorney’s office and we’ve been here ever since. Education: B.A. In History from CSU-Fresno and my JD from San Joaquin College of Law in Fresno. Family: Married to my wife Denise for 26 years. We have two daughters, Lindsay 19 and Emily 15. Hobbies: I follow the Boston Red Sox–literally. My wife and I travel to see them in different cities and stadiums including our favorite, Fenway Park. What was your very first job and what did you learn from it? My first job was working at a baseball academy owned by former Fresno State coach Bob Bennett. I learned that working outdoors in the Central Valley really wasn’t for me. Who or what has been the biggest influence on your career? My family is the biggest influence in my career. My wife Denise has played a major role in helping me choose my career path and she has an uncanny ability to keep me on the right path. My daughters are the reason I do this each day, they are the inspiration for what I do. What was the best piece of advice you ever received? “Know what you don’t know” What is the most challenging part of your job? Without a doubt keeping up with the ever-changing landscape of employment laws in California and helping my clients stay in compliance What is the most rewarding part of your job? I am rewarded each day when my clients continue to put their trust in me. What is the most memorable accomplishment of your career?  Walking into the courtroom my first day on the job as a deputy district attorney and conducting a jury trial. I didn’t even know which table to sit at when I walked in, but I got a conviction before I walked out.          

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