In my role as part-time GC and senior legal advisor, I work with a diverse portfolio of companies. Although my clients differ in size, management structure and stages of growth, among other things, my relationship with them is similar in one fundamental way. Besides helping to manage and address their day-to-day legal work, I serve another important role – that of counsellor. And by “counsellor”, I do not mean acting as their legal “counsel”; rather, I am referring to the support I provide as an unofficial mentor/sounding board - whether to a solo in-house lawyer, a larger client legal department, a paralegal, or a non-legal professional overseeing the client’s legal function.

With the recent passage of Assembly Bill 5 (AB 5), California has dramatically reshaped the relationship between independent contractors and their clients. An estimated 1 million Californians who are currently classified as independent contractors may be reclassified as employees under AB 5, beginning January 1, 2020. Businesses that have become accustomed to using lower-cost independent contractors to perform critical business functions will need to revisit these arrangements and make necessary operational and pricing adjustments to comply with the new rules.

As we shared back in April, a 2018 law requires all employers with five or more employees in California to provide effective, interactive harassment prevention training to all employees in the state: two (2) hours for supervisory employees and one (1) hour for non-supervisory employees. The deadline for complying with this law was originally January 1, 2020. However, California Governor Gavin Newsom recently signed legislation (SB 778) extending the deadline by one year, giving employers until January 1, 2021 to complete this training.

It didn’t take long for other states to follow California’s lead in pursuing rigorous data privacy protections for their residents. Although New York was unsuccessful in passing its own version of the California Consumer Protection Act (CCPA) this year, legislation expanding data breach notification protocols was signed into law by Governor Andrew Cuomo on July 25, 2019¹. The SHIELD Act (the Stop Hacks and Improve Electronic Data Security Act) signals a growing trend in the U.S. toward strengthening data privacy protections in the wake of high-profile data breaches through the adoption of more comprehensive and enforceable regulations.

This is the second post in a 3-part series; click here for Part 1.

In her latest ACC Docket article, Outside GC's Lakshmi Sarma Ramani discusses the use of prize promotions, such as sweepstakes and contests, by nonprofit organizations, highlighting their obligation to comply with federal and state prize promotion laws despite being exempt from other tax laws.  

This is the first post in a 3-part series.

When business negotiations are in full swing, clients are typically focused on bottom line business objectives, content to leave the lawyers to hash out standard legal provisions. However, certain legal provisions can also impact business risk, enough so that clients should understand how they work and what can be done to avoid unnecessary risk. One such provision that often receives little attention from clients is contract damages. However, the reality is that negotiating the scope of allowable damages requires a strategic examination of the risks inherent in the transaction and their possible impact on your position in the event of a breach of contract.

Our team negotiates a lot of contracts and works with many clients across a broad range of industries. Over the years, we've noticed a varied approach to the contract negotiation process.  Some clients are highly involved, participating on every call and paying close attention to details, while others prefer to remain in the background and jump in only when directed by their lawyer.  However, the vast majority of business people fall somewhere in the middle – leading the negotiation of core terms such as price and payment terms – then deferring to legal counsel to handle provisions such as indemnification, limitation on liability and other legal boilerplate.