Legally Sound | Smart Business

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 discuss the dangers and challenges of AI, touching on issues from copyright law to the use of AI in the workplace. Diving deep into the privacy implications of AI usage and discussing the Samsung incident where data leaked through ChatGPT. They explore the intricacies of copyright ownership in AI-generated content, discussing a recent ruling that AI lacks human authorship. Nasir and Matt expands to cover data leaks in various contexts, emphasizing the importance of implementing rigorous policies as AI tools become increasingly integrated into diverse industries.

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 for meticulous planning and the development of a clear communication strategy. Drawing from both successful and problematic examples, the hosts highlight the significance of involving HR professionals, legal advisors, and financial experts to ensure a comprehensive and empathetic approach. A key legal consideration discussed is the Worker Adjustment and Retraining Notification (WARN) Act. Nasir and Matt provide a comprehensive overview of the federal WARN Act requirements, emphasizing that employers with at least a hundred full-time employees must provide a 60-day notice to affected employees under certain circumstances. They also shed light on state-specific WARN Act regulations, including California's lower employee threshold. Discrimination in mass layoffs is another critical area examined. They tackle the challenges associated with making fair termination decisions in larger organizations, stressing the need to establish objective criteria such as job performance and seniority while avoiding subjective factors that may give rise to discrimination claims. Nasir and Matt underscore the importance of maintaining proper documentation and objective evaluations to support termination decisions. Severance packages, an integral part of mass layoffs, receive significant attention. Nasir and Matt explore the benefits of offering severance, particularly the release of employer liability. While providing general guidelines, such as one week of salary per year of service, severance agreements for executive-level employees may differ based on individual employment contracts. Full Podcast Transcript NASIR: Fifty-year low of unemployment. MATT: The Goldman Sachs CEO had roughly 3,200 employees terminated. NASIR: Hopefully it's not spontaneous. MATT: You know, if someone's going to be upset, they're going to be upset. NASIR: Matt, you're right. It's relatively simple to figure out whether you trigger a WARN Act or not. MATT: Nothing good is probably going to happen. This is Legally Sound Smart Business where your hosts – Nasir Pasha and Matt Staub – cover business in the news and add their awesome legal twist. Legally Sound Smart Business is a podcast brought to you by Pasha Law PC – a law firm representing your business in California, Illinois, New York, and Texas. Here are your hosts, Nasir Pasha and Matt Staub. NASIR: All right. Welcome. Fifty-year low of unemployment. That's what we're going to talk about today; also, the other side of the coin which is all the layoffs that are going on in the tech sector but especially in the last few months here in 2023, and in particular how to handle those layoffs from a legal perspective. MATT: Yes, it's no secret to anyone that's been paying attention to the news. There's been a great amount of layoffs – mass layoffs particularly in larger companies. It felt like this was a pretty appropriate topic from the legal standpoint on both ends of the employer-and-employee spectrum to see what exactly is out there and what people can do. NASIR: Right. We've been debating whether to cover this particular topic because we're in a very weird economy right now – at least from my perspective. Despite the unemployment being at a 50-year low, we are seeing lots of news about layoffs. So far, it seems to be a lot in the tech sector, but one of the reasons we wanted to cover this is I think we anticipate that this may start expanding a bit. Hopefully not, but when you're dealing with terminating an employee versus a large group, there are different issues that need to be considered. MATT: Yes, exactly.

In 2020, we saw a lot of employers permanently switching to work remotely. While some have slowly brought their workers back into the office, Goldman Sachs's CEO, David Solomon, has been labeled as anti-remote. However, this wasn't always the case – in fact, he once argued that having employees working from home was "the new norm". On this episode, Nasir and Matt take a look back at how Goldman Sachs's response to the pandemic has changed throughout the years. Full Podcast TranscriptNASIR: Yes, we're talking about Goldman Sachs – the return to office for them. Why Goldman Sachs? Well, they are a huge company. We wanted to talk about tracking them through the COVID response going back all the way to 2020. MATT: You'll give up the ending to this podcast already, but… NASIR: Well, yes, that's true. This is Legally Sound Smart Business where your hosts – Nasir Pasha and Matt Staub – cover business in the news and add their awesome legal twist. Legally Sound Smart Business is a podcast brought to you by Pasha Law PC – a law firm representing your business in California, Illinois, New York, and Texas. Here are your hosts, Nasir Pasha and Matt Staub. NASIR: Welcome to Legally Sound Smart Business! Our episode locally here in Houston. Matt has joined me to talk about Goldman Sachs, right? Welcome to Houston! MATT: Thanks! It's good to be here. I always like these in person. NASIR: I feel like I caught you off-guard. MATT: That's fine. NASIR: Let's start the podcast, by the way. We're talking about Goldman Sachs – the return to office for them. Why Goldman Sachs? Well, they are a huge company. They have basically 40,000 employees worldwide. We wanted to talk about tracking them through the COVID response going back all the way to 2020 – February to March of that year – they started locking down through today where now they have more than 65 percent of their workforce back in the office. MATT: You'll give up the ending to this podcast already, but… NASIR: That's true. Well, we're done, right? MATT: Yes. The big reason is their CEO – David Solomon – was pretty well-documented and took a big stance in getting people back in the office quicker than most companies out there, particularly on Wall Street. NASIR: Yes. In fact, depending upon who you ask, some would say he was actually leading that charge and a visionary in that respect. Others would say that he was being too aggressive. Another interesting thing about Goldman Sachs is that, on one hand, they have been on lists of some of the best places to work. One of the reasons is they have huge high-compensation packages for a lot of their employees. On the other hand, they are also criticized for being unethical. You have people complaining about 100-hour workweeks and things like that. Goldman Sachs in its nature is in the forefront of a lot of different issues – employment issues, especially, but also regulatory and these kinds of things as well. MATT: It's not surprising that their CEO took this bold stance in getting people to go back to work quicker than some companies that haven't come back to work – a good amount of them. NASIR: Yes, and everyone has heard in the news. We're talking about companies like Google and Facebook or Meta. I don't think Meta are coming back. MATT: A permanent option. NASIR: There have been others like Spotify and so forth. Especially a lot of the tech companies, they have made a permanent shift. That is something that Goldman Sachs has definitely not done. Frankly, depending upon the company, the industry, what states you are in. I know we have talked plenty of times about when we are dealing with clients in California versus Texas. It's just such a different paradigm. That's really shone itself during COVID because the conversations that you and I were having with California clients about the workforce and COVID was like, “What are some of the things that we can do to make it more comfortable for them to go home to work?...

https://player.vimeo.com/video/765042547?h=00370d406a&badge=0&autopause=0&player_id=0&app_id=58479 When one of the world's most famous chess players is accused of cheating, everyone wants to know how it happened. Hans Niemann is suing Magnus Carlsen, Chess.com, and others for $100m in a defamation lawsuit. There are many layers to this lawsuit and Nasir breaks down the legal aspect of one of the biggest cheating scandals in chess history.

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! Round 1: Prepare to Negotiate - Letter of Intent When it comes to selling a business, some of the most critical work is done before you even make your first phone call. A letter of intent serves as a way for both parties to get on the same page and lays the groundwork for what each of you can expect from the other. https://www.youtube.com/embed/t4KVprJ9m94 Round 2: Due Diligence and the No Shop Periods Buying or selling a business is a complex process. It's not just about talking about purchasing or selling the company's assets. For prospective buyers, it's important to understand that buying a business is not all about the numbers. Thorough due diligence of all facets of your target company is necessary for you to make a meaningful offer. https://www.youtube.com/embed/5tK8uMHZArQ Round 3: Warranties and Representations Representations and warranties are the biggest reason that verbal agreements are so risky. Representations and warranties set a floor on the quality of the purchase, define each party's responsibilities, inform both parties how they can end the deal, and help structure payments. https://www.youtube.com/embed/QoxOnUEGdxs Round 4: It's Closing Time Signed, sealed, and delivered. The signing and closing of a transaction is often the most critical stage in the process. It can either be smooth or cause delays that could undermine the transactions. https://youtu.be/AgEtBno39YA “Full Podcast TranscriptNASIR: All right. Welcome! We are talking buyers and sellers, acquisitions, mergers. It's a lot more than what you would think. MATT: That depends on what side you're on. NASIR: Everyone in business ends up at this point at one point in time. MATT: It's a very interesting dynamic. This is kind of a very weird interaction. This is Legally Sound Smart Business where your hosts – Nasir Pasha and Matt Staub – cover business in the news and add their awesome legal twist. Legally Sound Smart Business is a podcast brought to you by Pasha Law PC – a law firm representing your business in California, Illinois, New York, and Texas. Here are your hosts, Nasir Pasha and Matt Staub. NASIR: All right. Welcome! We are talking buyers and sellers, acquisitions, mergers. We are going, once again, head-to-head – Matt and I – taking different perspectives. This time around, we're not flipping a coin. Matt and I discussed it prior, and I am taking the buyer's point of view. MATT: That means I'll be taking the seller's point of view. NASIR: That would be weird if you also took the buyer's point of view, so that's good. MATT: Well, obviously, there's not a lot of positive results from the pandemic, but one thing I've noticed that has happened that's been a positive is there have been a lot of transactions between companies – like you said, mergers and acquisitions, things of that nature. We've seen quite an uptick of representing buyers and sellers in those sorts of transactions just because of the nature of it. I don't know necessarily if they were more motivated and what the actual reasoning was, but – at least in my opinion – there's been an increase in those sorts of transactions. NASIR: Absolutely. If you looked at the stats on M&A in general, it's a lot more than what you would think. You would think that – because of uncertainty, because of this, because of inflation – things would actually slow down, but that doesn't seem to be the case. M&A attorneys are quite busy. We're talking about buying or selling a business. We're general practitioners. We work with medium to small-sized businesses, but everyone in business ends up at this point at one point in time.

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 most valuable assets that a company can own and protect. Trade secrets are a vulnerable form of intellectual capital, so there is a big risk for the employers. https://www.youtube.com/embed/nOmEKmdArto Round 2: Non-Competes Non-Competes are not legal in all states, but in those where they are, they can be a significant advantage for employers. Employees, on the other hand, in the states that are legal may find it difficult to find a new job. https://www.youtube.com/embed/9JkCS5RJE1w Round 3: Non-Solicitation of Clients, Suppliers & Vendors Good employees are hard to come by and employers who have them want to keep them. Non-solicitation agreements protect you from the harm that can be caused by a former employee poaching these customers or employees to a competitor. https://www.youtube.com/embed/5JQLfge4I4g Round 4: Poaching Think of service providers, engineering firms, marketing companies, staffing firms, etc. In order to prevent clients from hiring away personnel, many service contracts contain “no-poach” provisions that restrict employees from being hired by another service provider. https://www.youtube.com/embed/WGY7DPWJ1no Round 5: Confidentiality A company has little to lose and much to gain by using confidentiality agreements. Confidential information plays an important role in business competitiveness and success. It is also necessary to ensure the protection of company trade secrets under state or federal laws. https://www.youtube.com/embed/hp5MxwbxFE4 Full Podcast TranscriptThis is Legally Sound Smart Business where your hosts, Nasir Pasha and Matt Staub, cover business in the news and add their awesome legal twist. Legally Sound Smart Business is a podcast brought to you by Pasha Law PC – a law firm representing your business in California, Illinois, New York, and Texas. Here are your hosts, Nasir Pasha and Matt Staub. NASIR: All right. Welcome! Welcome! Welcome! This is our 318th episode of Legally Sound Smart Business. It's a big milestone. 318, of course, is very well known to be a pretty significant threshold. Once you pass that mark, you've made it, so we're very happy about that. MATT: I think that's because my hometown area code is 317. We've hit that. Now, we're above that, and we're past all the previous parts of my life. NASIR: That's precisely correct. Of course, 318th episode – traditionally, we cover restrictive covenants. That's something that's been established for many years. And so, 318, of course, I should say restrictive covenants in general is something that everyone is interested in. It covers everything from non-competes to trade secrets to confidentiality – you name it. Of course, at Legally Sound Smart Business, we like to take different perspectives. And so, today, we are going to split it up, Matt. One of us is going to take the employer's perspective, and the other one is going to take the employee's perspective. You'll have to decide who makes the better argument – if it is an argument, I guess. But we haven't decided which side to take yet. MATT: Yes, we have to flip a coin, right? NASIR: That's what I have here. If you're watching via video, I have my quarter. Is it a quarter? What is this? This is a quarter dollar, yes. I haven't seen one in a while, I suppose. I feel like I haven't even held a coin in six years. MATT: No. NASIR: I can't believe they still made this. MATT: Definitely not. NASIR: Definitely not true? You don't know. I mean, if someone was trying to give me change, I don't even touch it. MATT: Refuse it? Yeah. NASIR: I refuse it. Let me do a couple of practice rounds here. All right.

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.

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 the curtains. From fraud, contracts, staffing, and even the notorious 'Dr. Death', tune in for more details and perspective on the intricacies of the legal world as it pertains to medicine. Full Podcast TranscriptNASIR: All right. Welcome to our podcast. Today, we are talking about the business of healthcare from a legal perspective. That's what we do. I don't think we've had an exclusive healthcare-related topic yet. MATT: It's definitely taken the forefront in pop culture and what people have been talking about the last year and a half. This is Legally Sound Smart Business where your hosts, Nasir Pasha and Matt Staub, cover business in the news and add their awesome legal twist. Legally Sound Smart Business is a podcast brought to you by Pasha Law PC – a law firm representing your business in California, Illinois, New York, and Texas. Here are your hosts, Nasir Pasha and Matt Staub. NASIR: All right. Welcome to our podcast. Today, we are talking about the business of healthcare from a legal perspective. That's what we do. Welcome, Matt. It's been at least a month since I've seen you in person via video. You look good. MATT: Virtually in person, if that even makes sense. Thanks. I try to. It's a better time than it was this time last year. NASIR: That's true. Very true. We're still doing it virtual even though it's 2021 and not 2020, but that also is the nature of being distant from each other as well, I suppose. What have we got today? Well, we're doing healthcare. We are business attorneys, but we also specialize in the business of healthcare. I don't think we've had an exclusive healthcare-related topic yet. Of course, we're really deep in healthcare in Texas and California. And so, a lot of our topics are going to be related to that, but I'm excited for this. MATT: Yeah. Obviously, healthcare has been very primarily featured in the news the last year and a half particularly with what seems to be just an everchanging thing of different rules and regulations that need to be followed. I don't want to get too deep into it because we're going to talk about a lot of those today, but it's definitely taken the forefront in pop culture and what people have been talking about the last year and a half. NASIR: Yeah. I think one of the biggest things that I keep hearing from both current clients and new clients is telemedicine. There have been rule changes on a CMS level. When it comes to what you can and can't do from a telemedicine visit has completely changed since the pandemic has come. The realities of what people are more willing to do now – instead of doing an office visit, doing a virtual visit. I think that consumers have had a paradigm shift in that regard as well. MATT: It touches on what you said at the beginning of this episode. You know, seeing each other virtually. It was just a necessity on what some physicians had to do. It was just a matter of survival. Obviously, there were in-person visits for when it needs to be, but a lot of physicians and other parts of healthcare shifted to that virtual setup just out of they had to do it. NASIR: Right. I mean, I know I've had – both personally and for family members – multiple virtual visits whereas before I don't even think I had one, but let's talk about it. It's actually pretty interesting because the Teladoc model – you can call it a Teladoc model – it's not a unique model, actually. It's a model that many physician practices use in states where they have what's called the prohibition of a corporate practice of medicine. That concept exists in most states of the country – not all – where they want to prevent for-profit businesses that are non-professional...

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. The law is a little complicated and the solutions aren't always clear. Brands that work with influencers gain a lot of attention, but all too frequently, influencers break the law by not adhering to them. Full Podcast TranscriptNASIR: All right. Welcome! We are covering social media and the law. MATT: This is not even something you would have to think about. NASIR: Do you have the right to do whatever you want? MATT: There's potential biases. NASIR: You have influencers' endorsements. Who owns what? MATT: Kickstarter, GoFundMe, and stuff like that. This is Legally Sound Smart Business where your hosts, Nasir Pasha and Matt Staub, cover business in the news and add their awesome legal twist. Legally Sound Smart Business is a podcast brought to you by Pasha Law PC – a law firm representing your business in California, Illinois, New York, and Texas. Here are your hosts, Nasir Pasha and Matt Staub. NASIR: All right. Welcome. We are pretty much an A to Z – or Facebook to Twitter as I like to call it – of law and social media. How are you doing, Matt? MATT: Yeah, doing well. You know, the interesting thing about this topic is I guess it's still relatively new, but if you had a business a few decades ago, this is not even something you would have to think about – at least in this sort of context. It's always evolving because social media is always evolving but, yeah, there are a lot of considerations for business owners with this. NASIR: And it keeps changing, so much so that we actually did an episode similar – not quite the same – on social media and the law about 2017. If you take 2021 and minus 2017, that's how many years ago it was. MATT: Yeah, it'd be interesting. Like you said, I mean, even four years ago, I'm sure some of the things we talked about are vastly different than what we are going to talk about today – new laws, new rules. It's something that people have to stay on top on pretty heavily. NASIR: Right. I mean, even four years ago, social media from a legal perspective, I'm not sure how much it changed, but the way we use it keeps adapting. I'm trying to think in social media what's been really different here. I don't think TikTok existed four years ago. Or it barely existed, right? What other mediums? There are also mediums that are no longer existing. Wasn't there that one where you can have those 7-second videos? What was that? MATT: Vine. NASIR: Vine, yeah, that's gone. I think it was Vine, yeah. Did Twitter buy them out or something? MATT: I'm not sure. I thought they closed down, but maybe. NASIR: Yeah, it goes back and forth. MATT: I think it was probably, if I can remember correctly, I think Facebook was more popular. Things like Instagram were probably less popular. I'm sure there are still a lot of Facebook users, but my guess is the popularity of those two flipped a little bit. It depends on the demographic too, but that's kind of the general observation I've had. NASIR: Right. We also went through the Trump administration which, of course, when it came to social media, there's been quite a bit of activity with our president tweeting almost every single day multiple times. And so, that obviously was a big kind of cultural shift, I think – the mainstreaming of social media. When I have my parents getting on Facebook and Twitter and things like that, then you know we've gotten to a new level. MATT: I didn't even think about it from that context. Obviously, that was a big thing at the time. Since then, he was kicked off for a period of time. Is he back on? I haven't paid attention. NASIR: I think he's still off. I mean, I don't know about every platform,

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 purpose of sharing the information clear. Full Podcast TranscriptNASIR: Today, we are covering nondisclosure agreements. MATT: I feel like that's all I talk about. NASIR: What is an NDA? MATT: It can stretch pretty far. NASIR: Let's get to the meat of an NDA. Is it really confidential? MATT: It all depends on the scenario too. NASIR: I'm telling you this in confidence. MATT: This one's a little bit tricky. This is Legally Sound Smart Business where your hosts, Nasir Pasha and Matt Staub, cover business in the news and add their awesome legal twist. Legally Sound Smart Business is a podcast brought to you by Pasha Law PC – a law firm representing your business in California, Illinois, New York, and Texas. Here are your hosts, Nasir Pasha and Matt Staub. NASIR: All right. Welcome to our podcast! Today, we are covering nondisclosure agreements – probably the most favorite topic of all business owners. I can't run into anyone that is in business and they don't want to just sit down and talk about nondisclosure agreements. Don't you agree, Matt? MATT: Yeah, I feel like that's all I talk about with our clients – nondisclosure agreements. But, yeah, if you're a business owner, I mean, depending on the line of work and how long you've been doing business, you've at least encountered some – possibly hundreds. NASIR: Yeah, literally. MATT: Yeah, I can't even keep track of how many you and I have probably reviewed, but it's at least a few hundred at a minimum. NASIR: Yeah, at minimum. Nondisclosure agreements are also known as NDAs. They're sometimes called confidentiality agreements. Sometimes NDAs include the word “agreement” in there, but sometimes contracts have confidentiality provisions that are somewhat applicable, but this is kind of a very narrowed topic, so we are going to make it a little interesting because we're going to talk about these extremes where NDAs go way too far. You know, especially in the media, we've heard this quite a bit, I think, especially in the last few years, and we're going to talk about everything and how NDAs were being used in The White House to how celebrities use it and different aspects like that. MATT: Right. Like I was saying before, we've seen so many different iterations and there's always going to be some standard terms you'll find in any NDA but, like you said, we've definitely also seen instances of it going too far, and that's going to be the focus here – those experiences that we've had when we've seen language in there that makes us kind of think twice. Obviously, we have to notify our client at that point. I think this is a little bit of an overreach. NASIR: Absolutely. Let's start. What is an NDA? Well, Matt, let me ask you that question. What's your definition of an NDA? MATT: Sure. Let me see how I would answer that. Like you said, it's a nondisclosure agreement. Basically, it's typically two parties can be more disclosing information. It could be unilateral, or it could be mutual, but basically you have at least one party – maybe two – disclosing information to the other party and they're prevented from sharing that information with any third party that's not part of the agreement. How did I do? NASIR: You did great. That's probably what I would have said. As you were talking, I started to think about different components of what we were going to cover today, but let's talk a little bit about when to use an NDA or when this is applicable. I think the most common thing in business is that the first thing you do when you're about to enter into a potential transaction, you want to disclose certain sensitive confidential information that is not ava...

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?

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/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 to your company's products and needs can actually save your company substantial time, money, and avoidable liability. If you choose to forego an attorney, at the least, read the terms line-by-line, to ensure that you understand everything. If there is something you don't understand, you should not be using it. Blunder #2: Creating a brand without doing research on the name One of the worst things that can happen to a new business is for the owners to spend a substantial amount of time and money promoting a certain name, only to find out it's already being used. Even if they haven't registered a trademark, someone might own the rights simply because they were using it first. At the very least, a Google search is an absolute must. A recommended search engine that does a worlwide search can be found here: https://www3.wipo.int/branddb/en/. Blunder #3: Misclassification of workforce It is one of the most common blunders, yet the negative effects of misclassification can be staggering. One worker claim can trigger an audit of your entire workforce by any number of state and federal agencies. These agencies have the right to issue heavy penalties and interest on taxes and wages, liens, and even injunctions. Businesses can still be subject to crippling class-action suits with multi-million dollar consequences. Err on the side of classifying as an employee and assume the employee is non-exempt. Blunder #4: Partnership/Contract not signed by all parties After spending time discussing the terms of your partnerships, make sure you get in writing--and do not commit blunder #1 by just copying and pasting an operating agreement found online. Blunder #5: Not documenting employee performance Documentation provides evidence that supports management decisions to take unfavorable action such as discipline or termination with an employee. This was discussed in our previous episode 311. Transcript: Full Podcast TranscriptNASIR: Today, we are covering blunders in the business world. We're not just talking about a mere mistake. MATT: It's a matter of cost and time. NASIR: To me, a blunder in business can result in substantial liability or exposure or cost or time. MATT: That's when the target on your back gets a lot bigger. NASIR: Don't do it. [INTRO SONG] This is Legally Sound Smart Business where your hosts Nasir Pasha and Matt Staub cover business in the news and add their awesome legal twist. Legally Sound Smart Business is a podcast brought to you by Pasha Law PC – a law firm representing your business in California, Illinois, New York, and Texas. Here are your hosts, Nasir Pasha and Matt Staub. NASIR: All right. Welcome to our podcast! Today, we are covering blunders in the business world. This is where businesses make huge mistakes – blunders if you will – that can really cost their business in more ways than one. MATT: Yeah, and I didn't tell you about this beforehand, but I actually reached out to Bob Saget to see if we could have our own separate episode. NASIR: Bob Saget? MATT: Top blunders. NASIR: That's bloopers! Oh. You mean, America's Funniest Home Videos. MATT: Yeah. NASIR: Of course, a classic. MATT: I mean, to me, that's a form of blunders, but maybe you disagree. NASIR: Well, I would say it's just as entertaining. Maybe from our perspective, perhaps our clients or other businesses may not agree, but I think, if we had everything on recording – well, we have it recording now. We could talk about it and submit this tape to Bob. What about that? MATT: Yeah. I mean, I think it's been, like, two decades since the show has been aired.

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 Shabaik, Civil Rights Managing Attorney with CAIR Los AngelesPatty Cuthill, Director of People & Culture with NextLevel InternetAnitra Negrete, Director of Human Resources with Leaselabs by RealPageTadessa Williams, Director of Human Resources in Houston, TX Full Podcast Transcript NASIR: Look, the other person you’re firing, they’re a human being. PATTI: Well, you’re miserable. They’re probably pretty miserable, too. NASIR: Even if you have a script, it’s going to go off-script. PATTI: You want to pull the band-aid off right away. MATT: But there is some finesse to it. It’s not like you’re a robot. NASIR: You really have to treat these people with dignity and respect. NASIR: You have every right to terminate this employee. They may be surprised at first, but not secondarily. There are a couple of things that happens when you have someone else in the room. NASIR:All right. We’re here to talk about how to fire somebody. In fact, we’re going to do something different today. We’re going to bring someone in – onto the podcast – and fire them live on national podcast… No, we’re not doing that, but we are doing something different today. Right, Matt? MATT: Yeah. You know, we obviously have our input from the perspective of attorneys, but we’re not always the ones that are terminating people. Oftentimes, with our clients, there’s people within the company that are handling the terminations, so we figured it would be best to get first-hand experience from, well, four individuals that have terminated people ranging from – what do you think? – like, five years to fifteen years. It’s going to be some valuable information for any business owner. NASIR: I think, put together, literally decades of experience – not including hours. And so, I don’t know. Let’s take a listen and introduce some of our guests. There’s four of them – three are HR professionals and one employment law attorney. Here they are! ANITRA: So, I’ve been in human resources going on now 20-plus years. AMR: I practiced employment law for the past six years before starting my current position at CAIR LA which I started sometime in late 2019. PATTI: Well, I’ve been in the HR field – human resources field – for I think over 15 years now. TADESSA: I’ve been their director for 11 years. Prior to that, I have a fairly extensive background in HR consulting, specifically working with professional employer organizations. NASIR: So, I’ll tell you, these people are across the map. What I find interesting is that basically they’re from two states, I should say – Texas and California. The Texas perspective, the California perspective, you can very easily see the difference. Luckily, you know, Matt and I – you obviously live in California, and I live in Texas. Obviously, we practice in both states – our firm – but it’s good to have that kind of dichotomy, don’t you think? MATT: Oh, yeah, definitely. As listeners will hear during the recordings we’re playing, it’s very different in terms of employee protections in California versus Texas. I guess, for those that are multi-jurisdictional, maybe they’ve encountered it but, for those contained within one of those two states – or even another state – there might be some surprising information that they’ll be hearing from these individuals. NASIR: Right. Even though they had different perspectives, I think they all had a common theme of how to approach a termination, and I think this is something that we preach quite a bit as well. It’s like, “Look, the other person you’re firing, they’re a human being.” At the same time though, they had different kind of subtle perspectives on it.

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 instinct.  What were the major impacts from the evolving business situation, legislation, and healthcare changes? From telecommuting to PPP loans to force majeure clauses, what recommendations did we make to our clients as the first 8-10 months of the Coronavirus pandemic progressed? Listen to this episode as Nasir & Matt share their perspective from the 2020 Coronavirus pandemic. Full Podcast Transcript NASIR: Hey, how is it going? This is Nasir Pasha. MATT: This is Matt Staub. NASIR: Today we’re talking about everyone’s favorite subject in the workplace. That is COVID-19. I don’t know if anyone else is tired of talking about it, but we thought we’d share our legal experience and hopefully switch things up just a little bit for everyone here. MATT: Right, and obviously, it’s been the major topic of 2020 just in general. For particularly in the employment sense too, for anyone that was going to an office every day, I would think, what, at least 90% of those people have been working from home at least in some capacity. Some still might be. From the employer side, there’s been a lot of challenges they’ve had to navigate since – what would that be, since March, essentially? We’re going to get into some of those today. What’s transpired over that time and some personal – not personal, some anecdotes from some of our clients on how they’ve navigated those seas. NASIR: Yeah, we want to share our experience. When this first started out and I remember – it must’ve been February or early March when I remember I could not get on a phone call or a meeting where the first 10 minutes, 15 minutes was just occupied by COVID. The thing is, in retrospect, it’s almost kind of funny. Everyone would be making jokes. Okay, what does is this coronavirus? Then they would talk about the Corona beer. They would talk about elbow bumping. They would talk about, oh, let’s not shake hands and this and that. It was truly a joke. I mean, it was something that, oh, but I heard this. I heard that. It didn’t take long. That was probably for a few days or maybe a week where – then not short after that all of a sudden it became a reality. Now people are going and staying home. Now you have the – you have these government orders nationwide, state, local, county that now are saying you cannot go to work. You have to stay home because this thing is spreading. Again, I don’t need to tell anyone because everyone has experienced it. It was a very interesting time in particular for us as lawyers, as business lawyers because now we’re receiving a flood of questions, and that’s really what we’re here to talk about today. MATT: Yeah, there was a point when everybody seemed to not know a lot of things. Like you said, we had our clients reaching out to us. We were diligently working to research on our own then as best as we could. Again, not even all the answers were there, and there still are a lot of unknowns. At certain times, we had to make assumptions and what we think was going to happen and, obviously, convey that to the client. It was a pretty wild time looking back. We just wanted to speak on some of the key things that popped up over that time and where we were at then and where we’re at now. NASIR: Matt, I’m curious what you think about this because during that time – and it’s not that it’s over, but from our perspective, we’ve dealt with all the major issues. I did get some kind of personal, professional satisfaction from that period of time because we were literally practicing some level of frontier law. I have friends in the medical industry, and they talked about how they were treating coronavirus at that time.

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 on each step of the process. What if you're not in the market for an urgent care in California? How does this purchase process relate to other business deals Matt and Nasir have seen? Will the lessons we learned here carry-forward in a post-Covid world? Tune in to this final episode for answers to these questions and more. Full Podcast Transcript NASIR: Welcome to Legally Sound Smart Business. This is our last episode of Behind the Buy where we cover a business transaction from start to finish, and now we're beyond the finish line in our last episode where we're going to reflect and really give some insight on this entire transaction. My name is Nasir Pasha. NASIR: And I'm Matt Staub. NASIR: This episode, I've actually been looking forward to for a while. We've been releasing our series for months now, and we're actually recording this -- I think it's almost been a year since we actually recorded originally this series. Right, Matt? NASIR: Yeah, I think a little under I guess, but by the time this episode comes out, it'll probably be just under a year. NASIR: Yeah, just under a year and of course, 2020, for those of you that are listening from the future hopefully, we're still around. It's been a crazy year but buying a business in -- I think we're going to talk about this, but pre-Covid and post-Covid is a completely different story, but I think what's nice about this, we can kind of look at that in this lens. It's like how this may have been different after Covid, right? NASIR: Yeah, undoubtedly, obviously, it would be a much different transaction if it would have been after or even during, but we'll touch on that. It's just one of the things that can arise in the transaction of buying a business. NASIR: In our series obviously, you guys listen to it or maybe you're catching up still, but our client buyer was buying a business out in California, an urgent care business. And of course, not everyone's buying urgent care in California, that's a pretty specific transaction, but what was really neat about this transaction, not only the fact that you were able to kind of go through from the beginning to end -- because let's face it, not all transactions go through. This one did and I think we would consider this a success, and it did close, but there were so many different aspects at every episode at every step of the transaction that you can kind of grab from and relate to in other transactions. Matt and I often talked about how when we're even listening to the episodes ourselves, I know Matt obsesses over the podcast, listens to it every night. I'm not wanting to do that, but when we did talk about it, we did reflect upon how this related to other clients and other transactions that we've been in and we thought that this would be a good opportunity to kind of share those stories as well. NASIR: Sure. It's like you said, this is an example of a transaction that obviously, there were bumps along the road, but it ended up with the right result for the client, but there's plenty of instances where there are these different hiccups and bumps and that isn't the case and the deal blows up. We're just going to go through the life cycle of this transaction and touch on some examples where it hasn't been successful. NASIR: And that first step is that letter of intent. When you're acquiring a business, I wouldn't say this is the case in all cases, but for those that have gone through many series of acquisitions and so forth, everyone understands that you get a lot of prospects, but very rarely, maybe 1 out of 10 or 1 out of 20 deals actually goes, the first step of actually signing something and getting an offer,

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 on the entire team. With the closing just around the bend, will all of our efforts and close attention to detail finally pay off? They say dot your I's and cross your T's, lets hope there isn't one more wrench looking for an engine. Full Podcast Transcript NASIR: All right, welcome to episode 7 of our Behind the Buy series of Legally Sound Smart Business. My name is Nasir Pasha. MATT: And I'm Matt Staub. NASIR: And this is closing day. Probably the most not exciting part of buying a business or this process, at least from an attorney's perspective because even though there's a lot in this episode, it's kind of underwhelming because if we did our jobs correctly, it's a non-event. MATT: Right, honestly, if it is exciting, then that means something bad has happened. When everything's closed, you want to make sure that there's no fireworks that day because we've seen it before, something could happen at the last minute. There's a contingency that needs to be satisfied still and there's a question of that again, if something's blowing up that day, it's not good. NASIR: Correct, and I do enjoy that kind of last-minute shuffle and trying to figure things out, usually like you said, there's problems, there's other people involved trying to figure that out, but in this case, it turned out well. I don't think I'm giving too much away because the transaction itself, even though there's been a few bumps in the road has been relatively smooth and I think that is hopefully some credence to our ability to make it smooth even with the bumps in the road, but I think also the main component was the time. This wasn't a close that we had to do in a week. I think this was a course of a couple months or so, and that gives us quite a bit of leeway to actually deal with some of these issues. MATT: Sure, I mean that certainly helps, but like you said too, on our end, it's problem-solving so the listeners have heard the various problems that arose throughout the escrow period and it's really looking at those face on, addressing them and then strategizing to what's the best way to approach it because oftentimes nothing's going to be perfect if a problem arises, but it's really trying to mitigate the risk and find something that's going to be as seamless as possible. Preferably for our client, but ideally, I guess for both just to keep things going. NASIR: Right, so we're going to play this call. It's actually pretty short, but there's actually quite a bit in there, so listen carefully because we're going to break it down in detail especially what's going on before and after this particular call is going to be a big focus for us, so let's listen in. MATT: All right. MATT: Hello. NASIR: Happy closing day. BUYER: Yes, very glad to be through this and finally get started on the actual business. NASIR: We thought we'd just have a quick call on what you can expect today, and also catch you up on our recording a little. I know we've been talking about a lot of this stuff offline through email, but let me review it again. Typically, closings are not much of an event as you may think, but they actually are typical -- they used to sit in an office and exchange signatures and kind of a formality or some formalness to it, but that's rarely done now in our experience. In fact, just yesterday, you gave us the signature pages which today, we'll actually exchange those signatures with the seller. Matt, do you mind going over the closing package just to make sure she knows what's in there? MATT: Yeah, sure. The main thing is finalizing the exhibits of the listed assets. We're not excluding any assets of business except accounts receivable and cash on hand.

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 it’s time to for our buyer to either back off or buck up and fight for our Trademark rights! Full Podcast Transcript NASIR: Welcome to Legally Sound Smart Business. This is our sixth episode of Behind the Buy, in our series where we uncover the business transaction of buying a business and you get to hear the inside scoop of our calls with our client. My name is Nasir Pasha. MATT: And I'm Matt Staub. NASIR: This episode, there's just so much to set up here. It's pretty dense, but I think we're gonna try to do it here. In this episode, there's two phone calls. At this point, if you guys recall in episode 5, the buyer and seller have gone through some periods of due diligence, there were some hiccups there with the lease and the seller made a dumb mistake by telling the employees prematurely. But we did get past that and we actually ended up signing an asset purchase agreement after it was drafted. Luckily, as soon as you sign the asset purchase agreement, it's not like the transactions over, you still have another period of due diligence, and that's a little bit more intense than the LOI due diligence period. That's about where we are right now. MATT: If you recall from the previous episode, we had, I think it was three different contingencies in place, so like you said, just because the agreement signed doesn't mean the transaction's done and the sellers getting paid at whatever the closing date is. What's funny about this episode is if we look back when we had that issue with all the employees finding out, that seems like it's really a drop in the bucket compared to this. This is like a grab bag of issues that came up. Listen to the call, it's just one after the other without even any transition to the next one just because there were so many things on our mind that I think just needed to get them all out there and discuss with us. NASIR: If I recall, after that happened in the last episode and the call before, you could tell that the seller is just gonna be fun to work with to say the least. There's two calls. The first call is really short. This is basically talking about the escrow period, but the second call, I just want to set it up a little bit because it's actually set very close either a week or so before closing. Our client actually sent us an email, it was late in the night or something like that and I remember, it was relatively urgent and so Matt and I talked first and then we got on the call with our client to discuss. I just wanted to set that up a little bit. Of course, like every episode, we have some defined words that we need to go over to make sure that it doesn't go over anyone's heads. I guess that's a little insulting to say, I probably shouldn't say that, or just a reminder of certain words that maybe some people may need a reminder of. MATT: Well yeah, it's not even just the listener, I think attorneys too with this first one indemnification clause. I'm not even sure there's a full understanding of that, but it's a very common provision that's -- I don't wanna say every contact, but most contracts, but essentially what it is is you have two parties, the indemnifying party and the indemnified party, and it's basically if there's a third-party claim made against the indemnified party, the other party then would -- I probably should not describe it like this because I'm just saying indemnify over and over. NASIR: It sounds like a big party, but it sounds great though. MATT: Long and the short, there's a third-party claim against one party, and then the other party to the transaction, in this case, would then have to indemnify that other party, meaning they'd have to basically become respon...

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 very well may threaten this deal. After so much solid leg work has been done by our team, our guys will have to reach up their sleeves for a good plan, potential solution and hopefully a little luck.  But the old adage keeps popping up that nothing is guaranteed in business. Hate to say it but “they let it slip”.… Full Podcast Transcript NASIR: Alright, this is our fifth episode of Behind the Buy where we are covering a transaction from beginning to end with our client buyer, My name is Nasir Pasha. MATT: And I'm Matt Staub. NASIR: I think this was interesting because our buyer was jarred on this one. To this point, the ups and downs were pretty -- I should say palatable by our client but this one, you could tell even on this phone call, she was a little annoyed. MATT: Yeah and some of the previous calls, there's been some minor things that have come up and maybe a little bit more than minor. She's been relatively fine, but she was definitely concerned about this one and rightfully so, a possible thing that could just kind of blow up everything. I would say this is the most material issue we've come across even more so than the whole lease situation. NASIR: Righ. Without giving anything away because we're gonna play the call here in a minute, I should set up the premise. We've signed the LOI, we're in this due diligence period and we're exchanging documents. We're still basically finishing up and drafting the asset purchase agreement, which is by the way one of her vocab words again. We use that term asset purchase agreement, APA, that's the actual agreement, the purchase agreement that we're utilizing and it differentiates between just a regular equity purchase or agreement where we're actually buying the equity in the business, in this case, an asset purchase for buying the assets. In this process of buying the business, we represent the buyer and the buyer wants to make sure that the business continues as normal. Once the business is purchased, we want to continue with the success that it's had in the past. So anything that disrupts that is a risk to the transaction. From the sellers perspective, they don't want to risk any kind of disruption in business, and from the buyers perspective, once they buy the business, they don't want it all of a sudden to fall apart. I guess that's the kind of cue up of the call is something happens on this call that risks that from happening. MATT: You're exactly right, from looking at both sides of the coin, the seller doesn't want anything to happen because it could blow up the whole deal, there's contingencies in place and if those aren't met, the buyer might back out and then on the buyers side of things, if they go through with the transaction -- There's always going to be issues to deal with at the beginning once the transaction is finalized, but they don't want anything major that's going to disrupt the entire operations and possibly things from the get-go. NASIR: Right and so hopefully, we come up with a solution here. This is a short call, so let's have it. I think we just have one or two more vocab words to go over and we'll play it. The first is UCC lien. I feel like we've covered that before but just in case, again when there is some kind of lender involved or some third-party financing and someone wants to make sure that their collateral is protected, they could actually file a lien with the respective state and that's called a UCC lien. UCC meaning Uniform Commercial Code. You don't need to know too much about that other than it's if you have a UCC lien on the business and you're buying a business,

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 Intent (LOI) and was grappling with this mysterious business broker. As our team irons out the details on a pivotal deal changing lease for our buyer, the seller’s broker friend starts to stir the pot and our attorneys reach for their running shoes as our team gets ready to jump our first big hurdle. Even though everyone’s eyes roll, worry not, our attorneys have dealt with his type before, but with every case being different will the other obstacles on the horizon be just too much for our buyer? Listen to episode 4 of the Behind the Buy series. Full Podcast Transcript NASIR: Welcome. My name is Nasir Pasha. MATT: And I'm Matt Staub. NASIR: This is our fourth episode on Behind the Buy series where we're walking through the process of buying a business with our client and this one is a doozy. I think this is our first real obstacle and this is also during our due diligence period right after we signed the letter of intent but before the purchase agreement's kind of finalized. MATT: But this is realistic and an actual transaction, too. Now we've kind of gotten to the substance and the meat of this transaction. Like you said, there's a lot of inter-working pieces and components that are going on. So I think this one's a great listen if someone really wants to understand what's entailed in the purchase of a business. NASIR: Right. And some of these things, you just can't predict. But in a lot of ways, it's totally predictable. That is you're going to get things that you're not going to expect. There are some vocabulary words we use here. We want to make sure we define beforehand. First one is earnest money and third-party escrow. In this call, we start talking about how we're going to be depositing a more sizable deposit with a third party escrow as an earnest money. And again, this is not dissimilar from buying a house when you're buying a business. It's kind of the same way. You're actually depositing cash usually with a third party. They're called the escrow agent or the escrow officer, and they retain it in their bank account in trust. They will release those funds upon instruction from both the buyer and seller or as otherwise directed in the actual purchase agreement. MATT: The next couple of terms we have, we have asset purchase and then we have stock purchase or also equity purchase kind of used interchangeably. So I think we've talked about this in the previous episodes, but an asset purchase in this context would be a situation where you're kind of picking and choosing the items you want to buy from the seller kind of an a la carte way of looking at it. With a stock equity purchase, you're buying everything. That's what we're talking about when we say asset purchase or versus a stock or equity purchase. NASIR: The next couple of terms are healthcare-related. Our buyer is buying an urgent care. We do have to cover some health industry-specific terms just to make sure that everything is communicated properly. There's just two here. One is CLIA waived testing. That just refers to the urgent care where they have to be certified by CLIA which certain labs have to do that. We find out that, okay, this is not a lab that requires that kind of CLIA license. The reason that's important is because whether or not we need to transfer that license or get a new license when you're buying the business. The second item is also kind of related to that in the sense we had to see whether we need to transfer any in-network provider agreements as well. Most health care facilities are in-network, meaning they have some kind of contract with an insurance payer to be reimbursed at a certain rate.

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 from the buyer. Still, just like dealing with any drama causing personality, the guys and our buyer do our best to approach it with a clear mind and cold hard facts. However, with now more than two in this tango, will our guys be able lead us through the muddy waters of this “broker or joker”? Full Podcast Transcript NASIR: Welcome to our third episode of Behind the Buy. This is where we're going to encounter a third-party interloper. Usually, they're not, it's the broker episode, right, Matt? MATT: Yeah, probably our first and only introduction to another party into this series. NASIR: I have to say, this is the first time that our listeners are hearing -- We could have easily predicted this, but this is the first time where our listeners hear a transaction starts to just take a little bit of a different direction than what's expected. Again, that's common, and I think we mentioned at the beginning of our series or last episode that you kind of have to walk into these transactions expecting the unexpected to be really agile, otherwise, you're going to stress yourself out and it's also going to get in the way of getting a deal done. MATT: I kind of look at it in the sense of any big event, big transaction, there's going to be things that are going to pop up that you just have to be prepared for, or prepare as much as you can. Not to throw it back to our wedding analogy, but I look at it as a wedding. You know something's going to happen leading up to it or on the day of too and you just have to be prepared to fix whatever needs to be fixed and move along and make sure that you hit the finish line. NASIR: We're going to play the call here in a second. There's a couple of calls in this one. Our buyer gives Matt a call without me. Luckily, he recorded that call. MATT: That's my favorite call. NASIR: We do have a vocab review. A couple words that we used in the last episode including Letter of Intent, LOI, I think that's pretty self-explanatory but a couple of new ones. The first being escrow. What's escrow, Matt? MATT: Escrow can mean a variety of things, I suppose. But in this context, there's going to be money that's held for a downpayment in this transaction and it's held in this escrow until we close. NASIR: It's usually a third-party, usually unrelated to the transaction. We've had experiences where they want us as attorneys, whether it's buyer's attorney or seller's attorney to act as escrow. There are circumstances where that may be appropriate. Typically, we don't do that because there are things that can happen during escrow and that alleviates any kind of conflict of interest. You want your attorneys to be able to represent you throughout the transaction. The second vocab word again is a repeat from last time which is no-shop provision. This actually comes into play in this call you'll see because the no-shop provision is a provision that we actually put in the letter of intent where the parties agree that the seller is not going to go out there and "shop around" or go to other potential buyers for their business. That's going to come up in this call, so let's take a listen. Did I miss anything, Matt? MATT: No, it was a pretty normal conversation, these 2 calls, so I think we're good. NASIR: Good, okay. Let's listen in. MATT: Hello? BUYER: Hey, Matt. How are you? MATT: Hey, pretty good, just catching up on some of your emails, in fact. BUYER: Okay, I thought we could just talk it out. I thought that it would be easier. MATT: Yeah, definitely. We're recording, by the way. BUYER: Okay, got it. I just got off the phone with the seller.

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 first episode, you already have an idea and context of our buyer's situation.  Listen to the call, as we walk through the important points and considerations when drafting our buyer's letter of intent, that happens to include a no-shop provision.   Full Podcast Transcript NASIR: Welcome to Legally Sound Smart Business, this is our second episode of Behind the Buy, our series where we take a look at the transaction of buying a business with our client, you get to listen in on our phone calls. My name is Nasir Pasha. MATT: And I'm Matt Staub. NASIR: This is our first real episode, I think our first episode was just kind of an introduction of our series, but this is where we really get to the meat. We're going to play our first phone call. At this stage, we're just setting things up. We're talking about the actual initial transaction of negotiating the business terms through what is called a letter of intent. MATT: It's just some table setting if you will, the document that starts the whole transaction and discussing the terms that are in there, what should we include, what shouldn't we include. Just prepping our client and getting this whole thing started. NASIR: Even though I think this is a pretty straightforward part of the transaction, there's a lot of important information here when a buyer's looking to purchase a business, the different options they have on how they make the offer and how they structure it. There is a lot of discussion to be had before things are put in writing. This is a critical step, but this also really sets up everything that's going to be coming, the twists and turns if you will, of this particular transaction. MATT: Exactly. NASIR: As always, we're going to have a little overview of some of the defined terms or vocabulary. It's not to say that -- most of you probably know this information, but in the phone call itself, we may not take a moment to define them during the call because of course, it's a natural conversation, so let's go over a few words in here so that everyone's prepped for this listen. The first are a set of three. There's the term sheet, the letter of intent and memorandum of understanding. From a client's perspective, often, they use these different three terms interchangeably. In a way, they could be very interchangeable in the sense that from a legal perspective, a term sheet and letter of intent and a memorandum, they all can have the same legal effect if they're drafted in such a way. The best way to distinguish each of them is usually just from a formatting perspective. I know that sounds oversimplified, but I would say that a term sheet is probably the most informal of the three and the Memorandum of Understanding is the most formal, but all three are some written document and they all include the basic terms of the business transaction. However, a term sheet is very rarely an enforceable document. Sometimes it can be very casual, a letter of intent is pretty much always an unenforceable document. However, it may have enforceable provisions and a memorandum of understanding is almost always an enforceable document, but may have some non-binding provisions in it. Really, the distinction between the three is in the details because for example, a term sheet for which you outline the terms of buying a business that is signed by both parties could end up being unintentionally a binding document and similarly with the letter of intent and an MOU. That's why even if you want to casually offer something in a term sheet, even in an email exchange, you really should get an attorney involved very early to make sure you don't accidentally walk into an enforceable transaction t...

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 occur when buying a business. In this limited series, hosts of Legally Sound | Smart Business provide insight and help you understand the steps that can go into acquiring a business and maybe even a piece of the American dream. Hear the calls and conversations that take place while you listen and learn about all the things that can wrong on the path to getting it right. Full Podcast Transcript NASIR: Welcome to our first episode of Behind the Buy Series on Legally Sound Smart Business. My name is Nasir Pasha. MATT: And I'm Matt Staub. NASIR: This is one thing that we've been wanting to do for a while which is let people understand what it is like to actually work with an attorney, but not only any attorney, us, as attorneys as we represent from start to finish the process of actually buying a business. This series is great for those that are thinking about buying a business or even selling a business for that matter. Not only that, for you guys to understand what it's like to actually work with counsel and to go through the process in real life, of the ups and downs like Matt said of an actual buying process. MATT: If you've never purchased a business before, this will give you a lot of insight. Probably even more so than some situations where if you have bought or sold a business before. We really go through every detail and every conversation and all the players involved. It's gonna be extremely valuable even if you're not looking to buy or sell a business right now, just having this knowledge and kind of have a general understanding of what can occur in this whole process, I think is gonna be of great value to any of the listeners. NASIR: For you new listeners, my name is Nasir Pasha. I'm joined by co host and also fellow business associate, law firm associate, attorney associate, Matt Staub. We've been doing this for years. It's been years. MATT: Yeah, we've been in the podcast game before it was cool, I think. NASIR: Well, yes. We made it cool, basically. MATT: Yeah. NASIR: It's something that we enjoy. This isn't our day job, but we love doing it. This series in particular, I think is part of the reason why we enjoy it because it's so unique. At the end of the day, attorneys are notorious for hiding the ball, hiding the nuances of what they do everyday when in reality, on one hand, it's not that complicated, on the other hand, I wish they would show because it shows what we actually do. Some of the things that we can actually help clients with and expose that. Hopefully, this series does that. MATT: This is going to be the most in-depth look that you can really find in this sort of medium. I think the listeners will be pleasantly surprised with the insight that's shown here and all the details for this business purchase. We should talk a little bit about who the series is for. The first thing that comes to mind is anyone that's looking to buy a business or I suppose sell a business as well. This is the thing you should be listening to, at least in the podcast medium. It's also pretty valuable to anyone that could possibly buy or sell a business down the road as well because these are the things that you want to keep in mind as you continue the operations of your business. It's these little things and little considerations that would be much helpful if you think about them now as opposed to when you're in the actual negotiation stage. We even saw that a little bit with our client as well. She was able to overcome those pretty quickly. It wasn't an issue, but it's very helpful to get the mind working on those things. NASIR: Well said, Matt.

GrubHub is subject to two "matters of controversy" that have likely become common knowledge to business owners: "fake" orders and unfriendly microsites.

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 StateWhy Users of Ashley Madison May Not Sue for Data Breach [e210]Ultimate Legal Breakdown: Subscription Box Businesses [e286]How Subscription Model Pricing Is The Gift And The Curse [e228]Guide to Terms & Conditions for Subscription Box Businesses (January 2015)GDPR v. CCPANegative Options according to the FTC from 2009Negative Options according to the FTC from 2016 Full Podcast Transcript NASIR: Welcome to our podcast! My name is Nasir Pasha. MATT: And I’m Matt Staub. We’re two attorneys here with Pasha Law – practicing in California, Texas, New York, and Illinois. NASIR: This is where we cover business in the news and give our legal twist to that news. Today, we are going to really focus on a subscription industry. Pretty much every service product now you can get on a subscription basis. We’re going to do the ultimate legal breakdown on privacy, data protection, and terms and conditions. If you really love the law, this is for you because we’re going to bore you to death. MATT: Like you said, when people think of subscription-based things, I think – at least for me – the first thing that comes to mind is the subscription box model where you get an actual delivery of goods every month, but it’s way more than that. I can imagine there’s one listener who doesn’t have at least one subscription-based service – like Netflix or anything like that or an Amazon account. It’s very prevalent and it’s pretty wide-reaching at this point. It’s just there’s a lot of rules that go into it, especially depending on where you’re located as well and where your customers are. We’re not going to be able to cover everything, but we’re hoping to cover as much as we can. NASIR: No, we’re covering everything. We’re going to be here for the next three days, nonstop, just buckle your seatbelts. The subscription model is nothing new. I don’t know how far back you’d go, but you could go back to at least newspapers and periodicals. I think where you can start seeing the kind of subscription box kind of related aspect is – what was that back in the day where you’d pay X amount? MATT: Columbia House? NASIR: Yeah, exactly. That seems to be where things really started to transition into something a little bit more clever when it comes to certain products being mailed to you on a monthly basis. MATT: Yeah, we’ll get into that as well. There was a little bit of trickery involved in that, but that’s definitely one of the earlier adopters. Like you said, newspapers, that’s what I said at the beginning. It’s something that people might associate with one thing, but it’s really across the industry – pretty far-reaching in terms of different services in addition to the goods. NASIR: But I think one thing that has changed – I mean, we just have to say it plainly – it’s the internet. When someone would walk into your store, you would have an interaction with that customer. Even if you had all the legal protections and things like that, it was just different because it was face-to-face. If there was an issue with the product or service, there was that human interaction. Now, on the internet, the stakes are just so much higher because, first of all, there’s this wall of a computer in front of you, so all your customers feel protected. Frankly, even businesses feel protected to be a little bit more flexible with how they do things. And so, if someone has a complaint and they’re upset about it, they’re going to blast you online. It’s very easy now. Any marketing material, once you put it up, it’s there forever. People can access it through archives and so forth versus, when you put it in a newspaper, it has a very limited distribution. And so,

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.

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 $400,000 for a homeless man only to allegedly keep the funds for themselves. Full Podcast Transcript NASIR: Hi, and welcome to our podcast.My name is Nasir Pasha. MATT: And I’m Matt Staub.We’re two attorneys here with Pasha Law, practicing in California, Texas, New York, and Illinois. NASIR: And this is where we cover business in the news and add our legal twist to that news.Legally Sound Smart Business – we’ve been doing this podcast for now, I don’t know, I feel like it’s been like five, ten thousand years, something like that. MATT: Well, I don’t know if those numbers are accurate, but there’s a recent story how the podcast industry is oversaturated which I would probably agree with because now everyone and their pets have a podcast.When we started doing it, I mean, we weren’t— NASIR: It was novel at the time, but now it’s like everyone has a podcast.You know, we still get a lot of listeners, so why not? MATT: Yeah, sure.That’s the thing. The market’s over-saturated, but there’s not a lot of podcasts – not in our category, I guess you could say. You know, not everyone is as charismatic as you and I are. NASIR: Ah, yeah.Unlike other attorneys, we actually have lives and want to do something else other than write contracts and review contracts all day. Maybe that’s what it is. But we enjoy our work, so that’s why, I think. MATT: Yeah, no complaints. NASIR: Well, anyway, today is a tough topic because it’s a little kind of technical, so I don’t want to make it too dry. But, at the same time, it’s pretty relevant to so many of our clients in the sense that this is a pretty prominent issue, and that is raising capital for your company – whether you’re an early startup or really well into your road – what are your options out there and talking about what’s going on with crowdfunding and kind of give it a quick update in that regard as well. MATT: Sure.Like you said, it can get pretty complex, pretty technical, so what we’re going to do – and I’ll start off with a recent story. NASIR: Should we just start out by reading the statute? Regulation 506(b) says… MATT: Now, I’m pretty sure, I’m going to say wit pretty strong confidence, there’s no podcast that does that, but I guess I could be wrong. NASIR: We could be the first. MATT: There’s a story – by the time this comes out, there might be an update, they’re just kind of waiting – there hasn’t been anything recent in at least about a month or so since we’re recording right now, but the story I’m talking about – and maybe the listeners saw it – I’ll try to summarize it here.It was a fairly young woman that was driving at night in Philadelphia. Car ran out of gas. She didn’t have any way to get gas, and no Triple A or anything like that. A homeless man happened to be around. He had only $20.00 to his name. He offered to give it to her. She was able to buy gas and get home. Really nice gesture.What ensues from there is what gets interesting.This woman Kate McClure and her boyfriend Mark D’Amico started a GoFundMe page to try to raise – at the time - $10,000 for this good Samaritan that gave his last dollars to this woman that was stranded on the highway. They started the page. The goal was $10,000. It got all the way up to over $400,000. They stopped it at that point just because it was just getting out of control.For those of you that are not familiar with how GoFundMe works, anyone can donate money and it goes into this pool. Correct me if I’m wrong, as long as you hit your goal, you get the funds, right? NASIR: Right – minus their fees, of course. MATT: They definitely hit their mark – 40 times over.So,

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 a tool that could steal passwords stored through Google Chrome. Flight Sim Labs had to later explain once they were outed by a user on Reddit that the tool was only targeting those who stole the software. In this episode, Nasir and Matt are joined by good friend, entrepreneur, attorney, and podcaster, Marc Hoag. We discuss the legal issues surrounding this mess of a situation created by what seems an overzealous developer / development team, including hacking, malware, terms and conditions of Reddit, defamation and libel, DRM and anti-piracy, and copyright infringement. Credit to MeowCaptain who brought this to our attention outside of the /r/flightsim subreddit with his video summary. Full Podcast Transcript NASIR: Welcome to our podcast!My name is Nasir Pasha. MATT: And I’m Matt Staub.Two attorneys here with Pasha Law – practicing in California, Texas, New York, and Illinois. NASIR: And this is where we cover business in the news and add our legal twist to that news. Legally Sound Smart Business. It’s been a little bit of time here – almost a couple of months – but, today, I think we have a pretty nice story about flight simulators, and aviation, and software, and piracy – the kind where you steal software. Plus, we have a guest. Right, Matt? MATT: Yeah. As you said, there’s a lot of things in play here, so I think we needed to find a guest who could hit all the checkmarks on this, and I think we found one – at least in my opinion. MARC: Hoag – licensed attorney, aviation fanatic, podcast host, business owner. I think we’ve hit everything we can here, right? NASIR: Startup founder, yeah. You’re right. It’s across the board.Welcome to the show, MARC:! MARC:: Thanks very much for having me, guys! Great to be here! NASIR: Now, there’s only two hosts of the show. I know you’re a perfect candidate to take over our podcast but, you know, there are no openings, but I do appreciate you as a guest.We were talking to him earlier. We asked him if he’s an aviation hobbyist. He said, “Fanatic.” You were saying your wife picks out planes and their model numbers? What were you saying? MARC:: No, I think it’s contagious. We actually recognize flights. We’re up here just north of San Francisco. All the Europe and Middle Eastern flights out of SFO end up arching right over our house here as they head on their way, northeast, out of the bay. Yeah, we actually recognize flight routing and numbers and just call them out just because we’re super weird that way and, yeah, it’s just kind of neat. You see a thing and you know, in eight hours, ten hours, fifteen hours, it’s going to be somewhere else. NASIR: Yeah, that’s really weird. But, anyway, perfect guest.Let me give you some background of the story we’re getting. It is one of those stories where it’s kind of hard to follow but lots of legal issues which is fun for us to cover, of course.We have this company called Flight Sim Labs. They basically create add-ons for popular flight simulators. The one I’m familiar with that’s been around forever is Microsoft Flight Simulator – great name, very descriptive. From my understanding – Mark, correct me if I’m wrong – Flight Simulator by Microsoft is pretty much the main software that everyone uses for both hobbyists and even people that want to train to be a pilot, right? MARC:: Well, kind of. It is still true. It’s alive and well in the after-market community.Microsoft, as you might know, actually stopped developing it quite a few years ago. What took its place was actually a product called X-Plane. It was initially developed by an aeronautical engineer whose name is Austin Meyer.

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: Welcome to our podcast! My name is Nasir Pasha. MATT: And I’m Matt Staub. We’re two attorneys with Pasha Law, practicing in California, Texas, New York, and Illinois. NASIR: And this is where we cover business in the news with our legal twist. Today, we’re covering – well, I mean, this has been a pretty big news week when it came to terms of service. I think, Matt, you put it well. What did you say to me? This was like the… I’ve just got to pull that message up. MATT: Yeah, I’m trying to think. It was something along the effects of “this is the most riveting terms of service discussion I’ve ever seen” or something. NASIR: And it was! What he was referring to, of course, was Mark Zuckerberg appeared before both the Senate and the House. I can’t remember which committee. He basically put himself in front of congressmen to ask him a bunch of questions. I’m sure everyone heard about it. There was a lot of interesting angles that everyone kind of took. You know, people were really focusing on how the congressmen didn’t know what Facebook was really and it was shown by how they asked the questions and so forth. I think, for our purposes, we’re really focusing on this privacy policy, the terms of service, and how that relates to actual businesses that also run online businesses – whether it’s a social media site or something else. MATT: Right. I mean, any online site should have terms of service and a privacy policy, too. They’re required to in some states. But, yeah, terms of service can make or break a lot of online companies and I don’t have any numbers. They probably don’t even exist, but I’m very curious on what percentage of companies even put a lot of thought into their terms of service. Real quick, let’s rewind or let’s explain how we got here and how Facebook got here. Basically, this is an issue with how Facebook handles personal data of users. What happened was Facebook – I’m sure many listeners have heard – Facebook allowed a third-party developer to access the data of roughly 87 million people, then they turned around and sold it to Cambridge Analytica, a voter profiling company. It then was used by the Trump party and presumably winning the 2016 election. I think that aspect of it is what have gotten people really upset about this. Obviously, they’d be upset otherwise, but that last component of it with the Trump presumably winning the election because of this company collecting the data or getting access to the data, I think that’s a big reason why this is such a hot topic right now. NASIR: Yeah, I would assume, if the results were a little bit different – who knows? Perhaps there may have been a little bit of a different pushback. You summed it up pretty well, and I think that’s how everyone is kind of presenting it, too. But I really feel it’s not a fair characterization of what exactly happened. MATT: I think one critical piece – specifically to Zuckerberg being there – was he wasn’t subpoenaed to be there. NASIR: Yeah, it was voluntary. MATT: I believe he wasn’t under oath either. He could leave. I mean, he was there for how many hours? It was over two days, right? Was it ten hours total or something? But he could leave any time he wanted, and I think this is more of a PR thing for Facebook more than anything else because there’s no legal requirement for him to be there and say these things. NASIR: I wouldn’t be surprised if he didn’t voluntarily go. He may have been compelled to go. Everyone saw this was kind of a lot of pressure for him to do something. The question was asked, “Are you going to testify?” And so,

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 properly respond if ICE shows up at your door. They also discuss the different types of action ICE can take and distinguish between a judicial and administrative warrant. Full Podcast Transcript NASIR: Welcome to the podcast!My name is Nasir Pasha. MATT: And I’m Matt Staub.Well, usually two attorneys here with Pasha Law, practicing in California, Texas, New York, and Illinois, but we have a special surprise guest for this episode. NASIR: Surprise!Yeah, we have our third attorney at Pasha Law here, Karen McConville, based out of the Bay Area, Northern California, and she is our business corporate attorney with a nice little twist of a legal background of immigration and criminal law which is perfect for today’s episode.Karen, welcome to our podcast!KAREN: Thank you, Nasir! Thank you, Matt! NASIR: This is where, of course, we cover business in the news and add our legal twist.Today, we are talking about – I was going to say ICE audits, but it’s a little more deeper than that. I would say an ICE raid to your local business or your business.This is something that is kind of heating up, especially in the Bay Area, but pretty much across the country with the new administration. MATT: Right, and we’ll get into a couple of the specific stories that have really caught our eye here. But, like you were saying, it’s really with this new administration – the Trump administration.I’m sure people have seen a lot more of these instances in the news and it’s obviously adversely affecting businesses and I want to be sympathetic to the fact that, you know, we’re not just thinking about businesses necessarily.It obviously affects individuals’ lives, but just understanding that the bulk of today’s discussion will be focused on, from the employer’s perspective, how you handle these sorts of issues when ICE comes knocking. NASIR: You’re right. It is kind of a delicate subject. But the reality is that a lot of small businesses, a lot of large businesses depend upon a workforce that may be undocumented, and the impact on the economy, the liability of these employers is an issue that I think many may not be aware in the sense that small businesses may not realize the liability they may incur if they are hiring undocumented workers. They also may not be aware what to do in the event that ICE comes a-knocking.So, Karen, tell us, I mean, this is something that’s going on in particular in the Bay Area, right?KAREN: Yes, this is something that’s happened quite recently. You may have seen articles, seen the article where I had sadly sat in businesses in Northern California and most of those were in San Francisco, some of them were in Sacramento.But, you know, I had an employer call and say, “You know, ICE is two blocks behind from my worksite. What should I do?” which is the reason why we’re talking about it today – because our employers need to be advised on what they can do, what they can’t do, and what they should do. NASIR: A lot of people would say, “Okay, it’s the Bay Area. They’re notoriously known as a sanctuary – San Francisco in particular – a sanctuary city.” California, I think maybe even considered somewhat of a sanctuary state. I’m not sure if they’ve self-labeled that or otherwise. But it’s not just limited to those areas.7-Elevens across the nation, including here in Texas, have been also targeted for these raids.It shows you it’s not just the mom and pops. These 7-Elevens also have to deal with this issue as well.KAREN: Right.You know, there were arrests that resulted from those 7-Eleven raids. So, there’s two ways they’re going in about it. It’s through the employer and, also,

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 more from "Can My Business Be Sued for Something an Independent Contractor Did?" Full Podcast Transcript NASIR: Welcome to the podcast!My name is Nasir Pasha. MATT: And I’m Matt Staub.Well, usually two attorneys here with Pasha Law, practicing in California, Texas, New York, and Illinois, but we have a special surprise guest for this episode. NASIR: Surprise!Yeah, we have our third attorney at Pasha Law here, Karen McConville, based out of the Bay Area, Northern California, and she is our business corporate attorney with a nice little twist of a legal background of immigration and criminal law which is perfect for today’s episode.Karen, welcome to our podcast!KAREN: Thank you, Nasir! Thank you, Matt! NASIR: This is where, of course, we cover business in the news and add our legal twist.Today, we are talking about – I was going to say ICE audits, but it’s a little more deeper than that. I would say an ICE raid to your local business or your business.This is something that is kind of heating up, especially in the Bay Area, but pretty much across the country with the new administration. MATT: Right, and we’ll get into a couple of the specific stories that have really caught our eye here. But, like you were saying, it’s really with this new administration – the Trump administration.I’m sure people have seen a lot more of these instances in the news and it’s obviously adversely affecting businesses and I want to be sympathetic to the fact that, you know, we’re not just thinking about businesses necessarily.It obviously affects individuals’ lives, but just understanding that the bulk of today’s discussion will be focused on, from the employer’s perspective, how you handle these sorts of issues when ICE comes knocking. NASIR: You’re right. It is kind of a delicate subject. But the reality is that a lot of small businesses, a lot of large businesses depend upon a workforce that may be undocumented, and the impact on the economy, the liability of these employers is an issue that I think many may not be aware in the sense that small businesses may not realize the liability they may incur if they are hiring undocumented workers. They also may not be aware what to do in the event that ICE comes a-knocking.So, Karen, tell us, I mean, this is something that’s going on in particular in the Bay Area, right?KAREN: Yes, this is something that’s happened quite recently. You may have seen articles, seen the article where I had sadly sat in businesses in Northern California and most of those were in San Francisco, some of them were in Sacramento.But, you know, I had an employer call and say, “You know, ICE is two blocks behind from my worksite. What should I do?” which is the reason why we’re talking about it today – because our employers need to be advised on what they can do, what they can’t do, and what they should do. NASIR: A lot of people would say, “Okay, it’s the Bay Area. They’re notoriously known as a sanctuary – San Francisco in particular – a sanctuary city.” California, I think maybe even considered somewhat of a sanctuary state. I’m not sure if they’ve self-labeled that or otherwise. But it’s not just limited to those areas.7-Elevens across the nation, including here in Texas, have been also targeted for these raids.It shows you it’s not just the mom and pops. These 7-Elevens also have to deal with this issue as well.KAREN: Right.You know, there were arrests that resulted from those 7-Eleven raids. So, there’s two ways they’re going in about it. It’s through the employer and, also, through the use of the tanners if they find anybody who’s there illegal.

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 companies are attempting to battle for their business. With affiliate marketing becoming a colossal business for v/bloggers with the most coveted traffic, mattress companies are willing to pay influencers high affiliate commissions, but when relationships sour those same companies are just as glad to pay their attorneys. Full Podcast Transcript NASIR: Welcome to the podcast! My name is Nasir Pasha. MATT: And I’m Matt Staub. Two attorneys here with Pasha Law, practicing in California, Texas, New York, and Illinois. NASIR: And this is where we talk about the business in the news and, also, add our legal twist to that business news. MATT: This is going to come out after Thanksgiving, but I think this is a very appropriate story for Thanksgiving Day because it deals with actual sleeping, I guess, but it deals with mattresses. NASIR: Do a lot of people buy mattresses on Black Friday or during Christmas holidays? MATT: After the meal. NASIR: I was thinking, like, the day after, you go out and buy a mattress. One thing I didn’t realize is that this mattress industry is cutthroat. You wouldn’t think so, but it seems like, if you’re in the industry, whether you’re in retail or you’re in this now, these online mattress companies, this is where everything’s going now. You can literally buy your mattress online. You see it all over the internet – even on TV now they advertise for it. It’s pretty crazy. MATT: Well, we’re going to be talking about the online aspect of it, as you say, but it makes sense if you’ve ever driven around and you see one company or one building business that sells mattresses and you’re likely to see a handful within a couple of minutes. I think the reason that is because, like you said, competition. Someone’s going to go to one store to look for a mattress. If they buy, that’s it. If not, there are going to be a bunch of competitors right there that can make the sale. NASIR: The whole mattress thing, I’m sure you’ve bought a mattress before, I assume. MATT: Never. NASIR: Well, let me tell you what it’s like… The whole mattress buying process, it’s never fun. I mean, not that shopping and stuff like that is ever fun. But it’s like they’re all the same. You’re making this kind of long-term investment where, if you make a mistake, even if they give you a guarantee return or whatever, you can try it out for 30 days, you’re not returning no mattress. Whatever you buy, you’re keeping. I can say that I’ve had pretty decent mattresses in my life. I would say that I kind of just get used to them – whether I like it or not. MATT: All very good points. I’ve felt the same things. I don’t know about you, but the last one I purchased was actually online and it was through an ad on some podcast I had listened to. Like you said, it was try it out for a hundred days. If you don’t like it, we’ll come and pick it up. If you have to send it back, that’s not even feasible, really. I don’t know how you would even do that. But, yeah, it’s a big investment. They say, depending on how much sleep you get, I guess it would be anywhere from 25 percent to a third of your time of your life, potentially sleeping on a mattress. NASIR: Yeah, that assumes that, when you’re sleeping, you’re sleeping on the mattress. MATT: Exactly. What we’re going to do is we’re going to kind of go through this. It’s a really interesting story that’s played out for a couple of years here dealing with online sales of mattresses which seems to be the growing trend. There’s a lot of different companies out there doing it – one of which is Casper which we’ll get into.

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 the constraints of high profile communities. It has affected every echelon of our society and impacts businesses, religious institutions, education, entertainment and government. We have seen a multitude of brave faces, who Time Magazine calls the Silence Breakers, come forward and stand up to Cosby, Weinstein, Trump, Ailes, Conyers, Moore and Spacey. No longer can businesses neglect the need to educate and protect themselves as well as their employees. This pivotal moment is a call to action for business owners, supervisors and employees to focus on the policies and culture they contribute to in the workplace.; In this episode Nasir and Matt take a moment to reorient its listeners to well established legal principles as it applies to sexual harassment, especially in the current environment. Full Podcast Transcript NASIR: Welcome to our podcast! My name is Nasir Pasha. MATT: And I’m Matt Staub. Two attorneys here with Pasha Law, practicing in California, Texas, New York, and Illinois. NASIR: And this is where we cover business in the news and add our legal twist to that news. Today, we’re talking about, oh, so topical, right? You know, we try to stay as topical as we can, but this is almost too much. I bet you, when this is coming out, it’s not even close to being over, and I’m trying to figure out a name for it. Basically, what’s going on with sexual harassment and sexual assault allegations that are going on in a high-profile sense. But we’re going to take a look at it more on a practical perspective in how it actually still applies. In a sense, the law hasn’t changed here. The law may be changing, but this stuff has been going on for a while. We can talk about those that are business owners, how you can protect your business and protect your employees from this kind of environment. I think that’s very important right now. MATT: Yeah, I think the caveat should be, if you’re a business owner that’s participating in this sexual misconduct, this probably isn’t the episode for you. The advice for that’s pretty simple. NASIR: Yeah, that’s a very, very good caveat. But, at the same time, just because you made mistakes in the past doesn’t mean that you can’t change the culture and environment you have in the future as well. We’re going to talk a lot about that. We’re going to talk about just the general nature of the law and where it’s changing and also talk about some of the more salacious topics that are going on in the news as well. MATT: Sure. I think what’s helpful to start out is just to kind of lay out or define what exactly sexual harassment is. NASIR: Oh, I was going to say, what are people calling this? I don’t want to call it a movement because that doesn’t make sense. They call it a watershed moment. MATT: Yeah. NASIR: Is it a sexual harassment watershed moment? I’m not sure. MATT: We have the whole episode to figure this out. NASIR: Okay, I’ll come up with something. MATT: The reason I think it’s helpful to define it – and we’re kind of seeing this now – obviously, there are some allegations that are pretty severe and some that are not as severe, but the importance is that it’s a very broad definition of what can be considered sexual harassment. Generally speaking, it’s unwanted sexual advances or visual, verbal, or physical conduct of a sexual nature and that’s both same sex and different sex that we’re dealing with here. Generally speaking, what would be behavior that would fall under this? You can kind of put it into categories. I’ll start with the more obvious. I’ll start with the most severe and kind of work our way down.

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 has brought tens of thousands of jobs and billions of foreign investment. The program has two main requirements: (1) An investor must put in a $1,000,000 investment or $500,000 for qualifying new commercial enterprises; and (2) create or preserve at least 10 full-time jobs within two years of admission to the United States. Generally, most investments fall in the $500 thousand level, but both thresholds are expected to be increased soon. The businesses that only require $500 thousand dollar investment are those that are in a “TEA” or “targeted employment area.” There are two types of targeted employment areas or “TEAs”. Either its a rural area (an area far from cities and with low population) OR an area of high unemployment areas. TEA investments require a different strategy since only businesses that work well in areas of low population or areas that are economically distressed. For example, you would not want to build a high-rise building n the middle of nowhere or a store that would require a lot of high-end traffic. After the initial process of application, the investor and his or her family is admitted to the United States under a conditional permanent residency. Within a reasonable time after the two year period, the investor will apply to lift the conditions and obtain a permanent residency status. The EB-5 visa is one of the most complicated types of visa applications and the entire transaction requires significant sophistication in providing the proper documentation supporting the investors application. Pasha Law PC provides general counsel services for businesses and investors applying in the EB-5 program. Contact our firm today to learn more about this visa program. Full Podcast Transcript NASIR: Welcome to Legally Sound Smart Business! This is Nasir Pasha. MATT: And I’m Matt Staub. We’re two attorneys here with Pasha Law, practicing in California, Texas, New York, and Illinois. NASIR: Thank you for joining us, everyone. Matt and I are in the same room again, recording in San Diego, California. Great weather right now. Great time to visit. We are going to talk about EB5 visas – one of the most controversial immigration programs out there. It relates to businesses. It’s a great way to raise money. It’s also an excellent option for immigrants who want to come here and that have the cash to invest into an investment project. I think it’s really topical right now because there might be some upcoming changes in the law. MATT: Like you said, it really can be kind of the best of both worlds in that it’s a way for people looking to get permanent resident green card. Foreign nationals can get that. Also, if it’s structured correctly, it’s supposed to bring jobs or create more jobs in the US. It’s seen as a win-win with the investment coming in, jobs created – everybody wins. But, as you’ll see in some of these examples, it’s not always the case. NASIR: Let’s start with the critics. A lot of critics say that it’s unfair for immigrants to just basically pay their way and skip the line, so to speak, in being able to enter into the country. But, of course, that may be an advantage and that’s exactly what it’s designed to do, but some critics also say that the money that’s brought in doesn’t necessarily produce the same kind of benefits and results that they’re looking for. I think that’s arguable. I mean, I’ve seen the arguments on both sides, but I think it’s also difficult to argue that that money poses no benefit. I mean, that’s money that was going into the country that wouldn’t otherwise be invested – even if it’s just $500,000 or $1,000,000. MATT: This isn’t an immigration policy podcast.

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 your client's information are rarely urgent and contemporaneous, i.e. usually they are made through formal channels and you are given time to comply. In such cases, it is only prudent to procure legal representation. Failure to do so could open yourself to liability in the event that you release information when you should not have or if you do not release information when you should have done so. The more difficult situations arise when a police officer or other government official shows up at your business' lobby, such was the case at the hospital in Salt Lake City, Utah. Salt Lake City Hospital Nurse Arrest Incident A Utah nurse was aggressively arrested when an officer claimed she was interfering in an investigation after she refused to let him get a blood sample from an unconscious patient.; The Salt lake City police detective requested a blood sample from an unconscious admitted patient who suffered injuries from a fiery crash. Nurse Alex Wubbles, now famous from her viral arrest video, correctly explained to the the detective that hospital policy (and according to a 2016 Supreme Court case,;Birchfield v. North Dakota) barred a blood draw unless the patient is under arrest, or there is a warrant allowing the draw or the patient consents. ; Here is the 30 minute raw video of Officer Payne's body cam: [youtube]https://www.youtube.com/watch?v=9Piuenvb-Zg[/youtube] Days and weeks after, nurses, hospitals, and rights advocates alike were praising the efforts of Nurse Wubbles' confident position. She handled an obviously irate detective that seems to have intended to intimidate his way into obtaining a blood sample of an unconscious victim of a car accident, who later passed away from his injuries. In this instance, the hospital clearly had a written policy for such requests. Even citing the law, the hospital defended its nurse to explain that without a warrant or an arrest, there is no implied consent to draw blood (unlike a breathalyzer, which was also discussed in;Birchfield). What Can We Learn from Nurse Wubbles and her Hospital? First, it is extremely difficult for any employee, whether executive or operational level, to respond to government official requests--especially live requests from police officers or detectives. This means that employees need training. They need to understand when they have a right to refuse, when they should comply, or how they should do so. Nurse Wubbles handled herself very calmly and only until it was proclaimed that she was being placed under arrest did she show any exclaimed response. For the viewer, the response was a natural consequence to the unlawful arrest. Nurse Wubbles was clearly trained on how to deal with this situation, though the new revised hospital policy has it so that police are not to interact with the nurses but must work directly with department heads for such requests. Second, the hospital actually had a written policy. You can see in the video that she is referencing specific guidelines on what to do in such circumstances. Hospitals routinely receive such requests, and so it would make sense for them to have such a written policy, but hospitals are not the only common recipient for request of client information. How Do Data Giants Like Google and AirBnB Handle Data Requests for User's Data? Most online companies that store large amount of client data have received data requests from government agencies. It is inevitable that one of your clients will be involved in some criminal investigations or even civil; disputes.; Many of these companies actually post their policies online. For example,

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 over time, and what clothing and grooming items are more susceptible to claims of employment discrimination. Dress Codes in General In general there is no federal law governing employee dress codes. Employers may implement whatever dress guidelines they feel are appropriate; however, it is when these dress codes violate a law as a result of implementing such a dress code. For example, an improper dress code policy may discriminate on the basis of gender, race, religion, disability, or any other federally protected status in direction violation of Federal law. There are lots of different dress code policies that are completely legal. Though there can sometimes be challenges on defining the difference between "business casual" and "smart casual." (Apparently there is a difference). Here are some examples of successful dress codes: Starbucks Starbucks has had a very definite dress policy which has just recently changed. No longer must Starbucks employees choose between those plain black and white tops. The company is now allowing and in fact inviting its baristas "to shine as individuals while continuing to present a clean, neat and professional appearance." Starbucks says that a range of shirt colors and patterns are now permitted. Apparently though, there are still some significant restrictions leaving them with a color range that is within the grays, navys, browns, etc. Dreadlocks The 11th Circuit Court of Appeals dismissed a lawsuit against a company that refused to hire a woman because she would not cut her dreadlocks. In 2016, a Federal Appeals Court ruled that banning an employee from wearing their hair in dreadlocks is not racial discrimination. In a 3-0 decision, the 11th Circuit Court of Appeals dismissed a cased brought by the Equal Employment Opportunity Commission against a company that refused a hire a woman because she would not cut off her locs. In this case the court made the determination that the employer did not intend discrimination. This is not a case for employers to rely since the road to hell can be built with good intentions. The court was criticized by legal analysts for not taking into consideration the disparaging impact such a policy would have against African Americans. Ku Klux Klan The Church of the American Knights of the Ku Klux Klan came at issue when a man was prohibited from showing displaying the “Fiery Cross” tattooed on his arm. Mr. Swartzentruber alleged that the “Fiery Cross” was one of seven sacred symbols of his religion. This argument failed and the court ruled in the employer's favor for its right to require the employee to cover his offensive tattoo (even though other employees were allowed to display their tattoos. Religious Related Dress Code We covered not too long ago the Supreme Court case that sided with the Muslim girl who was denied a job over head scarf. In that case, her hijab was not in compliance with the "Look Policy" of Abercrombie and Fith and that the company wanted to avoid having to deal with her anticipated request for religious accommodation. In another case, police officers were allowed to wear beards and blue turbins. Title VII is a Federal Law that makes it clear that no adverse employment decisions made based on forbidden motive, including the motive of discriminating against a certain retaliation. This includes that act of segregation. In other words, you can not just put certain races in the back, away from public viewing, for example. Gender Related Dress Code Gender related dress codes are an old issue coming into a new light in the last few years. Just this year,

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 the prospects of suing Yelp, Google, Ripoff Report, or other review sites. Full Podcast Transcript NASIR: Welcome to our podcast! My name is Nasir Pasha. MATT: And I’m Matt Staub. We’re two attorneys here with Pasha Law. NASIR: This is where we cover business in the news with our legal twist. Today, we’re covering the ultimate legal breakdown of online reviews – something that we’ve dealt with a ton with our client businesses, right? MATT: Yeah, probably more than I was expecting to ever but we’ve had clients where that’s been the only thing that’s been an issue. But, even for the clients that we do a lot of things for, it seems to be popping up with them as well, and I’m sure most people have, if they haven’t left their own reviews, they’ve at least used something like a Yelp or Google Reviews to at least look into something such as a restaurant or something else like that. NASIR: Yeah, and I think early on in the internet, especially with the online reviews, most of the issues were dealing with businesses that deal with consumers. But, now, even B2B businesses, service industry, pretty much everybody has some kind of online profile where people can leave reviews – whether by choice or not, sometimes, profiles get created whether you like it or not. MATT: Right. I’ve talked to a lot of different business owners who were confused how their Yelp pages even showed up. “I didn’t create this!” Well, it doesn’t really matter. They’re like, “Well, we can’t create my own page.” It’s like, well, good luck with that argument to Yelp. NASIR: Yeah. And so, Yelp is a great example of online reviews. In fact, I would say that that’s 80 percent of our business – people complaining about Yelp reviews – and then, 20 percent everything else. It’s one of the most popular ones. In particular, a negative review on Yelp seems to have the most impact. But, also, there’s Ripoff Report. I know, if you get a bad review on Ripoff Report, depending upon how strong you are on the web, that can come up pretty high in the search engines if they search your business. MATT: Yeah. Of course, it depends on the business. Sometimes, you type in a business’ name, it might be a whole bunch of things, and then their Yelp page. If you type the name in the right fashion, if you have a Google business page, it’ll pop up on the right. Reviews are right there, But, yeah, like you said, Ripoff Report, that can pop up really high on a search engine. It’s never anything good. Ripoff Report is only posting bad things so that’s going to be some bad news for your business. NASIR: What’s different about Ripoff Report versus Yelp, on Google especially, Ripoff Report, in their title tags, they’ll put the actual title of the review. And so, unlike Yelp where it may show how many stars, et cetera – which may be negative – but, if they have something scathing like, “Oh, this business is a fraud,” or fraudulent or whatever, that will be what it says in the actual Google result which can be very, very damaging. But is it enough just to be a bad review to have legal action? Probably not. I mean, a true review that is bad has very little recourse, actually. MATT: Yeah. To me, there’s different levels of “bad reviews” or one-star reviews. You have the ones that are – perfect example – you go to a restaurant, it was a terrible experience – bad service, food was bad. If you go on there and write completely truthful things about that experience, that’s just a legitimate bad review. And then, there’s ones where someone might leave a review, it’s more opinion-based or they just didn’t like the ambiance of a restaurant or something to that effe...

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 talk about the recent press release from the FTC tomarketing influencers about necessary disclosures in online marketing and how to avoid problems like those that occurred at the Fyre Festival. They wrap things up with a discussion on intellectual propertyinfringement, including issues caused by rogue ex-employees, affiliate relationships, and copyright infringement claims. Full Podcast Transcript NASIR: Welcome to Legally Sound Smart Business! My name is Nasir Pasha. MATT: And I’m Matt Staub. We’re two attorneys here with Pasha Law. NASIR: Welcome to the podcast! Today, we are doing the ultimate legal breakdown of social media production. But, today, we have some special guest to give us some little insight on the marketing side of things. We have Tyler Sickmeyer and Kyle Weber – two marketing gurus. Kyle, you’re in Tennessee, right? Tyler, you’re in San Diego? TYLER: Yes, that’s correct. Thanks for having us on, guys! KYLE: Yeah, thanks! NASIR: Definitely! We definitely appreciate it. At the top here, I do want to kind of give some background. Tyler, why don’t you give us a good introduction of what you and your company does and how you service companies? We basically have a similar crossover of clients. Tell us a little about that. TYLER: Absolutely! Fidelitas is a full-service marketing and ad agency based in San Diego in Nashville. We work with clients across a variety of channels – both digital and traditional – including social media which we’ll talk about today. We like to service more of a strategic partner on our side of things. We like to come in and help guide clients through the actual strategy of why we’re posting what we’re posting rather than just throwing something up because it’s Tuesday so we need to throw up another cat photo. We try to keep it relevant and make sure that we can actually quantify the ROI for our clients on the backend of the campaigns as well. That’s a little bit about us. NASIR: I love cat photos. Tyler and Kyle have also their Lion’s Share Podcast. We’ll put a link to that in our show notes as well. We actually just cut an episode with them earlier today. So, I’m looking forward to hearing that as well. Let’s get into our stories today. What are we talking about today, Matt? What’s their first topic? MATT: The first thing we have here, maybe some of you might have seen it in the news, this company, it’s actually a couple of college students in Arizona – Sunny Co Clothing. They ran this publicity stunt through their Instagram basically saying – I’ll summarize it here – “Sharing is caring. Everyone that posts this photo—” and it was a woman in a bikini “—in the next 24 hours is going to get a free Pamela Sunny Suit which is the bikini. They post this, try to get their name out there, and then they figured maybe we’ll get a couple of bites on this and more people will know about this. Well, the problem is it sort of backfired. As they ran this, more than 3,000 people had reposted in the image and they actually had to cut the post out before the 24 hours they had initially put. They kind of backtracked on that, too. Basically, they ran into the issue – this is the issue that I guess some companies have – they run this marketing campaign and they don’t really think it through before they just do it. They kind of just push the send button and see what happens. There’s a problem with that. As you can see, with this company, they basically ran through way more than their inventory was and now they’re at the stage of having to try to figure out some sort of solution to it. The issue here, I guess,

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), forming partnerships (23:30), when to form multiple entities (31:45), and rules and logistics for shipping (34:00). Full Podcast Transcript NASIR: Welcome to Legally Sound Smart Business! My name is Nasir Pasha. MATT: And I’m Matt Staub, and we’re two business attorneys with Pasha Law. NASIR: Yeah, welcome to the podcast today. We are doing our ultimate legal breakdown of the subscription box business. MATT: Yeah, looking forward to this one. it’s a pretty fun topic because subscription boxes can offer many different things. I’m sure that most listeners have probably either ordered their own subscription box or maybe have their own business. NASIR: You’re saying most people either have their subscription box business? Most people have subscribed to one, at least. I mean, some people are addicted to it. MATT: Well, it’s nice. NASIR: And they can be addicting. MATT: And we’ll get into why that’s the case. Just for those of your that aren’t aware, subscription boxes, it’s a pretty simple concept – at least the service aspect of it. Basically, you pay an amount and it’s typically every month but every month you get a delivery to your doorstep and it contains a boxful of items. It can be anything. I mean, I think the ones that people might be most familiar with might be a Blue Apron food service or Nature Box, Dollar Shave Club. NASIR: Dollar Shave. Loot Crate seems popular, too. MATT: The general concept is you pay this monthly amount and, every month, you get a box of different items and most of them are themed to, like I said, some sort of concept behind it – whether it be food, whether it be some sort of artistic thing. At this point, it’s a pretty booming industry. It can be anything few and far between – and I believe, when we checked here – 5-billion-dollar industry, 2,000 different services, according to My Subscription Addiction which is my go-to for subscription box statistics. NASIR: And it’s growing! I mean, 3,000 percent as far as online visits for subscription companies people are interested in the last three years, people are interested in this stuff and it seems like there’s basically two types of these businesses – the ones that curate products that they basically pick a theme – like, you said, the Blue Apron where they just kind of put together food that might be good for this particular recipe; some of them actually create their own product and it may be a different product every month. Somehow, they are actually the creators of it. So, it’s two types of categories there. MATT: Right, and we’re going to get into this later but, obviously, if you have the ladder there – the one where you’re creating your own product that you’re delivering out, you might have a little bit less to worry about from a legal stand. Well, I guess I shouldn’t say that. NASIR: Less than more. MATT: Yeah. NASIR: It’s a different type of liability. MATT: Let’s get into some of these big issues here for these businesses. I think it all kind of starts where a lot of businesses do – with the underlying contract. In this case, the terms and conditions for these services. You know, I’ve ordered my own subscription boxes. I’ve kind of looked around it. Some others, just to see what’s out there. Surprisingly, a pretty wide array of terms and conditions, terms of service, whatever you want to call it that are out there. Some of them are very well-detailed, some of them are… NASIR: Horrible. MATT: Yeah, I was going to put it nicer than that but, yeah. NASIR: No, they are horrible. We have a few subscription box clients. In fact,

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 here with Pasha Law – offices in California, Illinois, New York, and Texas. NASIR: Welcome to the podcast for a little short break we had between our last episode and this is where we discuss current business news with a legal twist. Today, we are talking about how developers – especially mobile app developers and other business owners in that space – can deal with possible liability for their software apps and their products. In this case, it’s a sad story of an Apple app that actually caused, well, it’s alleged to have caused a deadly accident. MATT: Yeah, let’s do a little bit of the background here on how we first started discussing this. There was a car accident back – actually, on Christmas Eve in 2014 – in Texas. The reason this is just kind of surfacing now is they just filed the lawsuit here, two years. I assume that’s the potential limitations. They had to get that in in time. But there was a car accident with a driver – a 20-year-old – who was on his way to visit family on Christmas Eve. He was – for whatever reason – using Facetime while driving. For those of you who aren’t Apple or iPhone users, Facetime is basically a video call. You’re able to see the other person and vice versa when you’re doing a phone call. Kind of like Skype, I suppose. He’s driving on the highway and wasn’t necessarily paying full attention. He crashed into the car of this family and – you kind of alluded to this – the sad story behind this is it resulted in the death of the family’s 5-year-old daughter who was in the backseat. There was actually four people in the car – the parents and the two kids. I believe all were injured. I believe the other three were injured and then, of course, the unfortunate death of the 5-year-old. That’s kind of the backstory of what happened here. So, what happened has happened since. The family is now suing Apple, essentially alleging that Apple is negligent and not having any sort of safeguards that would restrict the use of Facetime while driving. When I first heard that statement, I thought, “Well, I don’t really know about that,” but the interesting thing about this is Apple actually had, as early as 2008, when they filed for this patent and developed this technology. They call it kind of lockout technology. It would basically lock out the driver from using certain apps while operating the vehicle which, now with that knowledge, I didn’t know if that was something you would come across or you knew about but, when I found that out, I was like, “Oh, well, that makes this case a lot more interesting.” NASIR: But I have an inherent problem with the argument because, you know, just because you filed a patent, you have an invention, there’s commercialization – and this is kind of off-topic – commercialization of an invention is a lot different thing than actually inventing it in itself. Like, I can invent a machine that travels through time but because it costs a billion dollars to make, I haven’t been able to actually build it yet. And so, I’m looking for funding today. The point is, you know, just because they invented it, I can still file a patent but that doesn’t mean they can actually implement the software. For a practical example, maybe they had the technology but maybe the processor speed of the phone isn’t fast enough to be able to quickly detect if you’re moving or whatever reason. Alone, by itself, assuming that argument is valid just because they have a patent doesn’t mean it’s a viable option to protect the user. MATT: Well, yeah, with your invention, you could essentially just be sued for whatever bad thing happens then because why didn’t you just emplo...

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. Full Podcast Transcript NASIR: Hello and welcome to Legally Sound Smart Business. I’m Nasir Pasha. MATT: And I’m Matt Staub. We’re two attorneys here with Pasha Law, practicing in California, Illinois, New York, and Texas. NASIR: Yeah, welcome to the podcast where we cover business in the news with our legal twist. Today, we are discussing some of the do’s and don’ts of celebrity endorsements and what to be aware of when using their likeness and recent gaps in the year 2016 f these instances. MATT: Yes. I mean, I guess, when people listen to this, it will be 2017 – unless they’ve hacked into both of our computers and pulled the audio files for whatever reason. NASIR: Or they could be listening in 2018, too. MATT: That’s true – if podcasts are still around. NASIR: Only for two years. MATT: Let’s take a long trip back to 2016 here which will be a couple of days at this point. I think, especially this past week in particular, it’s been going around how 2016 was the year of falling stars – all these high-profile celebrities have passed away in 2016. You know, recently, we have Carrie Fisher. I guess the timing of this too is pretty interesting. I can’t remember if you’re a Star Wars person or not. NASIR: Yeah, with the new Star Wars Force Awakens? MATT: Rogue One, yeah. NASIR: Rogue One, yeah. I’m a huge Star Wars fan. MATT: As you can tell. NASIR: No, actually, I did hear it was good. Go ahead, sorry. MATT: Understandable. With all these big-time, big-named celebrities passing away, we had Carrie Fisher. The reason I mention that is that happened, she was Princess Leia in, well, I want to say the original Star Wars movies but it depends how you defined that, I suppose. NASIR: The original episodes – 4, 5, and 6. MATT: Yeah. NASIR: And she was also in Force Awakens. MATT: I guess you kind of allude to this but it hasn’t become an uncommon thing for a brand or a company to pay a little tribute to these fallen celebrities. Obviously, tweeting out a message or posting something on Facebook, referencing these different individuals has become pretty common. What Cinnabon did – and it was very quick, you had to be very quick on the trigger to see this because I think they deleted it soon thereafter but we’ll link the photos so you can see – they put a photo up, it’s kind of a… how would you describe it? It’s almost like a painting. NASIR: One of those almost sand pieces. In this case, cinnamon art pieces. MATT: Cinnamon art pieces, yeah, drawn with cinnamon. Basically, kind of an outline of Carrie Fisher except – anyone that’s seen Star Wars – the hair buns on the side of her head, it was a Cinnabon. It looks kind of weird. When you first told me about this, it wasn’t what I was envisioning. You know, they have this and it says, “RIP Carrie Fisher. You’ll always have the best buns in the galaxy.” That was the tweet. NASIR: It’s so tasteless. I’ve always tried to figure out if other people had opinions about this. I know maybe some people, their humor is different. It’s not that it’s not meant to be funny. Obviously, it’s meant to be a tribute and I’m sure the intention comes into play. But it seems really weird, right? MATT: I think intent is the keyword that’s going to kind of run throughout this. What was the intent behind this? I think it does seem like they were trying to pay some sort of tribute but the approach was not executed that well. I mean, the whole thing wasn’t executed that well, but the approach was just not great. You know, I think it got more flack than positive feedback. There was some people that said, “You know, she had a pretty good sense of humor.

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. Full Podcast Transcript NASIR: Welcome to Legally Sound Smart Business. My name is Nasir Pasha. MATT: And I’m Matt Staub, and we’re two attorneys with Pasha Law, with offices in California, Texas, New York, and Illinois. NASIR: Welcome to the podcast. This is where we cover business in the news with a legal twist. Today, we’re trying to answer the question, “Who calls whom when you get disconnected on the line?” You always get in that awkward situation. No, we’re not talking about that. MATT: We’ll have our opinion of that at the end. I have a couple of thoughts. NASIR: You have a couple of thoughts? MATT: Yeah. NASIR: Okay. Because, yeah, you’re driving along and, all of a sudden, you get disconnected and then you call each other and then they both go to voicemail. It drives you crazy. Anyway, today, we’re actually discussing what to do when a customer or client accuses your employees – or worst, you, your business – for being racist. MATT: Right. this all kind of stemmed about from an incident – by the time people listen to this – last week. Last week, in Alabama, a woman was caught shoplifting at a Victoria’s Secret which, in a vacuum, wouldn’t really be a story we’d cover on this show. But, in this case, the situation was escalated because what we had was a black woman who was caught stealing and the response by the store’s manager was to kick out every other black female in the store. NASIR: Whoops. MATT: This is where we meet the individual named Kimberly Houzah. The reason we found out about this was she went on Facebook Live and did an 11-minute thing about her experience. She got even emotional. I think she ran the full gamut of emotions from kind of laughing almost to disbelief to angry to upset and why she was forced out of the store eventually and that video or that Facebook Live went viral. You kind of alluded to the “oops!” Big mistake on this store manager’s part. NASIR: Yeah, I mean, her reaction is probably very similar to how anyone else would react but, at the same time, it’s like, what do you do in that situation? I mean, it’s very awkward. At the same time, you want to stand up for your rights and file a complaint but, at the same time, you also don’t want to be, all of a sudden, the center of a story on a podcast. MATT: Yeah. NASIR: I always find it strange, whenever these people that go through these situations, I’m sure this always goes through their mind, right? On one hand, I was just thinking about, remember that one coffee at McDonald’s? Everyone knows this story. Coffee gets spilled on a woman and she sues McDonald’s and she actually won a judgment and ended up settling later. Of course, the narrative is that she sued McDonald’s for millions of dollars and she knew the coffee was hot and so forth. But the reality is there’s a lot more to that story and I’m not going to talk about that but the bottom line is that that woman – who ended up being a kind of an elderly woman – was in the passenger’s seat and she gets pretty severe burns on here. What do you do? She had to go through months without medical bills being paid about tens of thousands of dollars. McDonald’s was offering her some kind of nominal amount and it’s not like she wanted to sue but you get to a point where it’s like, “Okay, I have to raise this issue.” MATT: Were you the one that turned me on to that documentary? You probably were. NASIR: I don’t know. I don’t even know what documentary. This is the second time I talked about this today. Logan was saying something about some documentary. I didn’t even know there was one. MATT: The other one was to a cashier at McDonald’s as you were talking to her. NASIR: Yeah, exactly.

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. Full Podcast Transcript NASIR: Welcome to Legally Sound Smart Business. My name is Nasir Pasha. MATT: And I’m Matt Staub. We’re both attorneys here with Pasha Law PC, currently practicing with offices in California, Illinois, New York, and Texas. NASIR: Welcome to the podcast where we discuss current business news with our legal twist. Today, we are discussing what to do when your client refuses to pay. MATT: Correct. You know, we decided to change things up a little bit. I don’t think this is necessary for any one particular current event that’s going on but it’s an ongoing issue. Maybe in the news people have seen some real estate tycoons who have, over the past few decades, hired contractors and small business owners for jobs, let them perform the service, perform the work. When they’ve completed them, companies haven’t held up their end of the deal. So, what we’re going to discuss today is, as a business owner, what can you do to protect yourself from being blindsided as well as what you can do once it’s happened. NASIR: And this is a problem that pretty much every business has. I mean, it’s hard to think of any business that really doesn’t have some consideration of how to collect money from your customers or clients, right? For other businesses, there’s less risk. For others, there’s more. It’s just kind of depending upon what industry you’re in. Obviously, we represent a lot of small and medium-sized businesses across the country. But this could be very frustrating and sometimes crippling challenge to some business owners, especially in high-risk industries. We’re talking about everything from a lot of service-based industries – construction is one of those things where, a lot of times, there’s non-payment – and then, also, if you’re working with the type of clientele that tends to, you know, you have certain fees that maybe they can’t afford and they’re already in a position where they’re disadvantaged in relationship to what they’re being provided. I’m starting to think about, like, credit repair services. I know a lot of bankruptcy attorneys, for example, they have to make sure that they get paid their money because their clients are filing for bankruptcy. There’s a very wide range of types of businesses but pretty much every business has to deal with this issue on some level. MATT: Yeah. Like you said, it’s going to vary greatly, depending on the nature of the work and the industry. If it’s a business where you’re going to require 100 percent payment upfront, obviously, you’re going to have less issues. I mean, you could still have chargebacks, things like that, or bounced checks. I think your bankruptcy example is a really good one. If you’re going to get paid at the end, especially with a client who’s having presumably some sort of money issues, it’s going to be a lot harder to collect. Really, to me, it’s a two-part analysis. It’s the front-end and the back-end. You can be proactive about it and that’s, of course, making sure you have all the safety precautions in place – obviously, we’re two lawyers here, we’re going to talk about what agreement and the terms you would have in that. On the flip side is the reactionary aspect of it and what you do after this happens. That can even be in situations – and many times it is – where you have a contract and the client just has refused to pay or can’t pay or whatever reason they might give. NASIR: Yeah. In fact, whenever we come across a client, they want to go after a customer or a client that hasn’t paid and so forth, I mean, our first thought is, “Yeah, we need to address the apparent issue that the client is bringing to us.” But, in the back of our minds, “Okay, what can we do to assess to make sure that this doesn’t happen in the future?” Because most businesses can’t survive having to hire an a...

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. Full Podcast Transcript NASIR: Hello and welcome to Legally Sound Smart Business. My name is Nasir Pasha. MATT: And I’m Matt Staub. NASIR: And… MATT: And we’re two attorneys here with Pasha Law. You know, it’s been a little bit. I guess it’s been probably a full month since the last time this came out. NASIR: I think we’re both a little older, a little wiser. MATT: Definitely older. I think that’s how time works. So, yeah, welcome to the podcast where we discuss current business news with a legal twist. Today, we’re going to discuss whether or not businesses can require employees to speak only English while at work which is something I’ve actually thought about before. You and I are both in I guess locations where it might be more applicable than others. NASIR: Yeah. I mean, Houston is like a metropolitan when it comes to languages and cultures. I mean, it’s not a New York but it’s pretty close. Of course, San Diego, the Latin community there is absolutely huge. In fact, not knowing Spanish is quite a detriment which is why I moved out right away. MATT: Right away? NASIR: After a long number of years. MATT: Yeah, location is not everything because what we’re sort of going to touch on here deals with a situation in Milwaukee. NASIR: That’s true. MATT: This is pretty expansive but let’s dive into this. A small mom-and-pop store in Milwaukee, Wisconsin – Leon’s Frozen Custard – is having some issues. I guess a customer named Joey Sanchez said he was behind a Spanish-speaking woman while he was in line at the frozen custard store who was told by an employee that she had to place her order in English. I guess Mr. Sanchez thought that was a little bit weird. When he got up in line, he too was told he had to order in English. At that point, the employee who speaks both Spanish and English told him that she was not allowed to speak Spanish to the customer even though they could have a perfectly fine and understandable conversation speaking in Spanish. NASIR: I just got a note. This Leon’s Frozen Custard is apparently kind of a staple in the area. It’s this kind of cool, it almost looks like an old studio diner kind of deal. If you look at it, it reminds me, have you ever been to that frozen yogurt place in El Cajon? It’s called The Mill. MATT: I don’t think so, no. NASIR: Obviously, I can’t now, but you’ve got to check it out. It’s a good summer place to go to get some frozen yogurt. I’m looking it up. I think it’s called The Mill. MATT: Perfect timing in November. I guess it’s been pretty hot here. NASIR: Perfect time. Yeah, the Yogurt Mill. This was before yogurt places were popular, where you’d pay per ounce. This is like you pay a few bucks and get a whole large cup of yogurt, whatever flavors you want. Usually, in the summers, there’s lines out the door every single day. Check it out. Anyway, quick plug and they definitely did not sponsor this program but we definitely will be asking for some money after this. But, go ahead, sorry to interrupt. MATT: The podcast where we do the sponsor randomly in the middle which does exist for a lot of them. So, we have this situation here and the owner of this Leon’s Frozen Custard, Ron Schneider, not to confused with Rob Schneider. NASIR: I was confused. MATT: He’s claiming that he’s following the law. This was before this fall happened. He’s following the law and his policy is a matter of business and speeding up sales and not one of discrimination. He said he’s had this policy in place for more than a decade, when an increasing number of Spanish speakers moved into the area in Milwaukee. This policy, what it was is that employees are required to speak only English – not only to each other and ...

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. Full Podcast Transcript NASIR: Welcome to Legally Sound Smart Business! My name is Nasir Pasha. MATT: And I’m Matt Staub. Both attorneys here with Pasha Law. NASIR: Yeah, practicing in the states of California, Texas, New York, and Illinois. I’m going to try to do different, you know how we have an intro that we try to stick with but we try to change it up so what I’m going to do is I’m going to change the order of the states. MATT: Yeah. So, you have 12, 26 different, you can do that 26 times. NASIR: Is that right? MATT: Yeah. NASIR: Can someone check that? I don’t believe Matt. MATT: Sorry, no, 24 times. I don’t know. NASIR: I’ll confirm that by the end of the show. MATT: Ah, man, bad math on this Thursday. It must be the heat. I’ll introduce the podcast. Like I said, this is Legally Sound Smart Business. We discuss current businesses with a legal twist. Last week, I actually was joking about talking about Brad Pitt. Today, it’s actually applicable to what we’re talking about because there’s a new law or a new legislation that’s been passed in California to go into effect January 1st 2017 that deals with actors such as Brad Pitt. Now, let me see. You know how I like to read pieces of statutes because I think it’s very uneventful for the listener but to get this point across. NASIR: I hope you don’t read the whole thing. MATT: No, I’m just going to read this piece here. The premise – from a layman’s perspective – is allowing actors to not have their age or birthday listed on their IMDB page if they don’t want to, generally speaking. NASIR: Keep in mind – and Matt is going to read it – the statute doesn’t say IMDB, of course. Go ahead. MATT: Yeah, but it’s pretty obvious. So, a commercial online entertainment employment service provider that enters into a contractual agreement to provide employment services to an individual or a subscription payment shall not, upon request of the subscriber, do either of the following… and then we get to publish their subscriber’s date of birth or age or share the subscriber’s date of birth or age information in any internet website for the purpose of publication. That’s what people want to read because there’s so many words in there. That’s more combinations and permutations in our four states in different order. NASIR: I feel like that’s why I’m not getting hired for any big acting jobs. MATT: Yeah. So, this is one of my issues with this right off the bat is one of the main arguments for this law is that it essentially allows age discrimination because, supposedly, people that are staffing for a movie or TV show can go to this person’s IMDB page, see their age, and say, “Oh, they’re too old.” But, to me, I don’t think that’s how it works. We’ve all seen plenty of shows. It’s all about how old or young you look, not how old or young you actually are, in my opinion. NASIR: That’s probably true for certain actors but I think, if you’re starting out or still in a class C or D or E or lower letter than that of a celebrity or an actor, then I think age probably does matter because they’re probably like, “Okay, I want a 25-year-old that has this certain look.” Casting directors may have that criteria so I understand it from that perspective. But, yeah, if you’re an actor like me, you don’t really care about my age so long as you have my pretty face on the screen. MATT: Yeah, I guess that’s one thing I didn’t know of how the process worked. In your example, let’s say they want a 25-year-old whatever – 23 to 27-year-old – do they go to the talent agent and give them those numbers? Is there a hard search of those numbers that fits in or is it someone who looks that way? I actually have some friends who are in the industry.

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. Full Podcast Transcript NASIR: Welcome to Legally Sound Smart Business. My name is Nasir Pasha. MATT: And I’m Matt Staub and we’re two attorneys here with Pasha Law. NASIR: That’s right. We practice business law throughout the United States. Actually, no, only four states, right? California, Illinois, Texas, and New York. I have them memorized. MATT: Depends how you look at it. I mean, it’s really technically coast to coast. NASIR: Oh, absolutely, it’s coast to coast. Either way, welcome to our show today. We are covering Airbnb and this is where we take that business legal news – or I should say “business news” – and add our legal twist. The legal twist we’re adding today is basically Airbnb and, I should say, more specifically their host, are being accused of racism. What do you think about that? MATT: I have the wrong notes. I have this is Brad Pitt, Angeline Jolie. Must be my other podcast. NASIR: Yeah, that’s afterwards, right? MATT: Okay. All right, very good. NASIR: Stay tuned for that. MATT: I found the right one. NASIR: Okay, good. MATT: Airbnb, off the top, let me just get through a little bit of what’s going on. You kind of did the nice little lead in here but let’s run through it a little bit here. Airbnb, for those of you who don’t know, it’s an online way to essentially either find a place to stay from anywhere from one night to more or, if you have your own place, you can do the same thing – you can rent out your place for a night. Have you ever used it before? NASIR: I’ve used it internationally but, domestically – when I say “domestically” I mean within a mile of my house – I haven’t used it. MATT: Yeah, same with me. Like I said, it’s a pretty nice service, especially for people if you have a weekend, you’re going for a wedding, something like that. Internationally, it’s very good as well. I think it’s a little bit more… I should say more accepted but it seems like it’s more prevalent there. NASIR: It seems ideal, especially if you want a house or something, when you’re in a big group, that seems like a good choice. MATT: Right. NASIR: Certain locations, the hotel choices aren’t that great or you want a different experience than the rather routine tourist location. MATT: As our assistant put it, you have a place with a little bit more character. I think that was well-put by him. They have this setup where it’s essentially a platform for people to rent their spaces out and also rent spaces. Pretty much, I guess since the beginning, there’s been some talks of racism that have occurred. Really, what it is is a situation – I’ll kind of boil it down, how it works. You do your search, you see this site, and you see what places are available within the area you’ve searched, and then you do a request to rent that space if it’s open for those days. At that point, the owner can either accept that or reject it or do some sort of back and forth what-have-you. I mean, it’s not a negotiation per se but it’s just, “Oh, sorry, this place is actually rented out, I forgot to mark it.” Something to that effect. What’s been happening is there’s been requests by certain demographics of people that have raised some eyebrows. Let me bring up one example in particular. This is a man, Rohan Gilkes – this is on Medium.com, I actually checked out the little story, it’s pretty funny – well, not the racism part but some of the other stuff, we’ll post it. What happened with him was he’s a black man, wanted to visit a friend in Idaho. She mentioned there was a great cabin on Airbnb close to her. He thought, “Perfect! I will look at that space.” He found it, requested to stay there for five days. Like I said, when that happens, the owner of the place sees his profile and has his photo on it which, at that point,

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. Full Podcast Transcript NASIR: Welcome to Legally Sound Smart Business. My name is Nasir Pasha. MATT: And I’m Matt Staub. We’re attorneys here with Pasha Law PC, practicing in California, Illinois, New York, and Texas. Welcome to the podcast! NASIR: Yeah, and this is where we discuss business in the news and add our legal twist. Today, we are talking about Amazon.com. MATT: Never heard of it. NASIR: And how they’re… No, no, no, it’s a website that sells stuff. MATT: Okay, eBay. NASIR: Apparently, all these guys go on there and they sell stuff but Amazon is apparently terminating or suspending some of those sellers’ accounts somewhat arbitrarily – hundreds by the day, apparently. MATT: Let me just do a quick rundown here of kind of what’s going on. NASIR: Please do. MATT: I was just joking, for people maybe listening for the first time. NASIR: I think they know that you knew what Amazon was but sorry to interrupt you. Literally, yesterday, I was thinking about it because I knew we were going to cover this today. I think it was around 25 different packages from Amazon – no exaggeration – and the reason is because – I think I’ve talked about this last time – we were expecting so we had a whole list of things that we’re buying and we’ve been waiting for a while just to figure out because we’re also moving and we’re like, “Let’s just go ahead and buy it now,” so they all came within 24 hours so I picked it all yesterday. A couple of packages are arriving today still. MATT: Was that Amazon Prime? NASIR: Yeah, it was Amazon Prime, two-day shipping. MATT: Yeah, contemplating getting that myself. We’ll have to talk after this to see. NASIR: We’ll discuss it afterwards. MATT: For those who aren’t as familiar with Amazon… NASIR: Those of you who don’t live on Planet Earth. MATT: Amazon has thousands of third-party sellers who utilize their marketplace as a storefront – something which I imagine probably have actual storefronts as well but, for the most part, this is mostly eCommerce. And so, some of these small businesses as you alluded to are saying that their accounts are being suspended with little notice and very few options of recourse and what some are calling arbitrary suspensions. A recent conference for online entrepreneurs and sellers in Seattle pitted the sellers against Amazon with hundreds of vendors and merchants expressing their concern over these suspensions, nothing that they live in fear of being unable to sell on their site, and we’ll get into why that’s an issue here, because you might think, “Well, it’s just one site, why not sell somewhere else – like their own site, for example?” But Amazon, it’s a very impactful site for these businesses. A recent Wall Street Journal interview, a vice president of Amazon said, “Sellers reporting an average of 50 percent increase in sales from when they joined Amazon’s marketplace and used its storage and shipping services.” Pretty substantial. NASIR: Yeah, and they’ve made it so easy for sellers to enter into this because, if you think about it, if you have something to sell, not only will they take care of the merchant processing but also the inventory cracking, the shipping, even the storage. In fact, Amazon prefers you to ship your supplies to their fulfillment center so that, as soon as someone purchases it, they can easily ship it. Not only do they make it easy for you, you also get that marketing available that you wouldn’t get if you just had your own website. So, it makes sense. MATT: Yeah, I think that’s kind of the default spot – one of the default sites – people go to buy something. NASIR: Yeah. MATT: These business owners that are affected by this are saying they’re losing hundreds of thousands in sales – which could definitely be the case for some of them – due to ...

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. Full Podcast Transcript NASIR: Welcome to our podcast. My name is Nasir Pasha. MATT: And I’m Matt Staub. We’re two attorneys here with Pasha Law, a firm practicing in California, Illinois, New York, and Texas. Welcome to the podcast. I don’t get the opportunity to do the bulk of the intros. NASIR: We’re splitting it up a little bit this time but welcome, everybody! This is where we take business in the news and add our legal twist to it. I think today we have a nice topic. What do we have? MATT: We have an interesting topic today. We’re going to be discussing what’s come together as a group of independent artists and designers who have all alleged that their works, intellectual property have been stolen by this huge fashion icon, Zara, which is believe is a Spanish-based company. One artist in particular – which kind of started this whole dispute that’s been going on – is Tuesday Bassen who first started off by taking action that sent a cease and desist letter to Zara and basically asked them for compensation because she was under the impression that some of her pins and patches… It’s going to be easier for us to kind of show this. We’ll put a link in the notes. People have to see for themselves but basically saying that some of her work had been essentially ripped off by this huge company and, as a result, she lost money. We know this is something a lot of business owners care about, particularly ones that we work with, I mean, being the smaller companies here. Sometimes, they have to fight these battles against the bigger ones. This is something that comes up all the time with clients or other individuals that we talk to. I think it’s going to be pretty good. We’re going to run through kind of the background here but I think it’s going to be a pretty good takeaway for these smaller companies because those are going to be the ones in this position here. NASIR: Yeah, absolutely. Thankfully, I am a fashion guru, as you said. I’ve actually shopped at Zara, I think, at least once. I assume you have not? MATT: No, I didn’t even know they sold men’s clothes until I looked them up. NASIR: Oh, I didn’t buy men’s clothes there. MATT: Okay. NASIR: But, apparently, Zara has a little bit of a reputation apparently of allegedly stealing some of these designs. Tuesday Bassen is not the first person to go after Zara for the same thing but I think her case is a little bit different and she seems to have a social media presence that is behind and I think that’s what really galvanized a response from Zara that has gone public now. MATT: Exactly. She’s really the one that has kind of kicked things off – or at least the one that gained the PR in order for other people to step up. I know there’s another one, for example, this guy named Adam Kurtz who was verified when I looked him up on Twitter so he must be a pretty big deal in the industry as well. But, yes, Tuesday, she started things off by sending this cease and desist letter to Zara. As far as we know, we don’t know the exact. NASIR: Yeah, we couldn’t find the exact letter but I think we know how much she paid for it. She paid $2,000 but we don’t know what exactly it said. MATT: Yeah, the pertinent information is just how much she paid an attorney to write it and not what was actually in there. NASIR: Not a bad price, by the way. MATT: I mean, we have a good idea what was in there. Basically, I’m assuming she kind of asserted that she owns these works and Zara is infringing upon them by straight up ripping them off. I assume maybe she had asked for some sort of compensation for them to stop doing it – something to that effect is my guess. She can send me that bill for $2,000 now as well since I just… NASIR: Anyone could have wrote—no, that’s true. No, absolutely,

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. Full Podcast Transcript NASIR: Welcome to our podcast where cover business in the news and add our legal twist. My name is Nasir Pasha. MATT: And I’m Matt Staub. NASIR: And I am a business attorney and so is Matt, and we practice business law throughout the country in Texas, California, New York, and Illinois. Been doing it for a while now, right? MATT: Speak for yourself. I can’t say. I don’t think I can necessarily put myself in all those states but the firm at least. NASIR: We provide legal services to small and medium-sized businesses and we’re happy to do it and this is the podcast where we cover what’s relevant to our clients. MATT: How I look at it, it’s an interesting dynamic because – not to spend too much time on this but – we typically service small to medium-sized businesses. We often talk about big businesses and then relate it back to how it applies to those small and medium-sized businesses. It’s running the full gamut of business size. NASIR: It’s true because only big business have the money to actually litigate these issues so they’re the ones that control the law and we’ll see that today in our topic today, for sure. MATT: I guess you can classify this as still, they’ve gotten some money but it’s still relatively small business. I think this would fall under our typical client or a client we would handle necessarily. So, we’re talking about Brave Software. For those of you that aren’t familiar with it, I think the best way to kind of summarize this – at least from my perspective – is I don’t know if you want to say ad blocker or ad replacer but basically you go to a site – dealing with the media in this case – and essentially an ad that might pop up, I mean, I’m sure everyone that’s listening is familiar with this, you know, you go to the Union Tribune to something in San Diego and you try to click on an article and, instead of getting that, you get some sort of ad or video or something to that effect. I mean, I think we’ve all been there. I’m sure you’ve been there, right? NASIR: Oh, yeah, absolutely. Of course, with all those ads, it also slows down the website and this Brave Software purports to promise to speed up to 300 percent times faster by removing webpage ads and scripts. But the main issue is that the Newspaper Association of America has thrown a fuss about this and they sent a very scathing letter and published it online to basically protest against this browser. MATT: Right. If you noticed, I was hesitant to say “ad blocker” at the beginning because I think that’s how they were kind of describing it initially – or at least that’s how it’s being reported. But, really, what it is is an ad replacer and you’ve just touched on it the way they’ve set things up is going to speed things up on the user’s end. It’s possibly going to do some things with tracking of people as well. I mean, less tracking as opposed to going to a site and having those things on your computer. But, also, from a security standpoint. But the idea in place for Brave is that it’s going to replace the ads that you would typically see and cater it I guess more so towards something that you might be interested in. I think this is actually we can see that out there, too. I don’t know if you’ve ever… this is when I search for things, that’s why I always do it in a private browsing because I don’t want this to track it as something of mine. I’ve been looking up a daybed that my wife had picked out. And so, I’d looked it up. Now, when I go to all these websites, certain sites, I see all these ads for that daybed or I’ll see ads for some of our clients from time to time, too,

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. Full Podcast Transcript NASIR: Welcome to our podcast where we cover business in the news and add our legal twist to that business news. My name is Nasir Pasha. MATT: And I’m Matt Staub. NASIR: And, boy, do we have a story today. MATT: Yeah, I mean, it just keeps evolving. It’s far from final but, I mean, kind of one of the big things that we were waiting to hear on happened. Let me rewind a little bit and let’s go to the beginning – well, not the very beginning because Roger Ailes has been working with FOX for a really long time so we’re not going to maybe start that far back but I guess we’ll start with the actual complaint that was filed. NASIR: Yeah, let’s do that. MATT: That was what? July 6th and it was Gretchen Carlson, another previous FOX employee, filed a lawsuit against Roger Ailes – just Roger Ailes. NASIR: She was that co-host at Fox & Friends if you ever watched that. Did you ever watch that show? MATT: No, I don’t watch any of those shows. NASIR: I actually find FOX News entertaining – not for news purpose, just entertaining in general. But, anyway, go ahead. MATT: Yeah. I mean, I guess there are some questions of whether she could consider some of these people her friends based on the title of the show, especially Steve Doocy. NASIR: I don’t know his name, but it is spelled D-O-O-C-Y so I’m not sure how else to pronounce that. MATT: She worked on a bunch of different segments and shows but you mentioned FOX & Friends but she was an employee of FOX and Roger Ailes is the chairman and CEO of FOX News so that’s where we’re starting. But it’s something to say right off the bat is the lawsuit’s only against him and not against 21st Century FOX or anyone else – just Roger Ailes. That’s something we’ll circle back around to. So, she files this complaint and it centers around just basically a bunch of repeated instances of sexual harassment. I’m not as familiar with Gretchen Carlson’s career as you might be having watched the different shows but – at least what’s alleged in the complaint and what I’ve read elsewhere – she was pretty likeable, pretty successful at what she did – I mean on the shows she was on. NASIR: I suppose. I mean, according to her, I mean, she was on a pretty popular show. But I think she was replaced by Hasselbeck – I forgot her first name. MATT: Elizabeth Hasselbeck? NASIR: Yeah, Elizabeth Hasselbeck – either replaced or pushed aside, so to speak. MATT: I think the allegations in here might be part of the reason why. NASIR: Yeah. MATT: So, she was working with FOX – you know, these different shows. We’ll link the complaint because there’s more detail in there and we’re not going to go through all the different allegations that she is asserting against Roger Ailes – and, I guess, at this point, we should say they are just allegations – he’s denied everything. At this point, you know, there has not been any sort of responsive pleading to the complaint yet. So, at this point, it is strictly allegations so we will say that so we won’t get in trouble. NASIR: You won’t get in trouble. I’ll say it all day. MATT: I think it all kind of started with – or one of the things it started with – was her co-host which is the Steve Doocy. There’s a couple of instances of him doing things to her I think specifically putting his hand on her and putting her arm to shush her during a live telecast – you know, amongst other things. She had problems with that so she approached Ailes and just wanted to inform him of what was going on and that’s really where it kind of started and that, based on what’s in the complaint, he didn’t take her too seriously – not only that, that’s when some of the sexist remarks from him or gestures started popping up.

Nasir and Matt talk about the changes at Starbucks that have led to many disgruntled employees and customers. Full Podcast Transcript NASIR: Welcome to our podcast where we cover business in the news and add our legal twist. My name is Nasir Pasha. MATT: And I’m Matt Staub. NASIR: And we are talking about our second favorite food item, I would say, right? After pizza. Would you say? Coffee. MATT: Is that a food? NASIR: No, uh… that’s true. MATT: I guess you could freeze it and then eat it, but it seems more like a beverage. NASIR: Well, you know what I mean – at least we talk about it. I know you and I tend to talk about coffee a lot for some reason, too. It seems like it comes up. I don’t know if it’s on the podcast or otherwise. Or we’re just happy to be drinking coffee at a coffee shop. MATT: Well, it’s possible. I mean, I don’t like Starbucks – which is what we’re going to talk about today – and I think I’ve mentioned that many times how it’s more of a convenience. Basically, if I need coffee and it’s the only option available, that’s the only time I go there. Even when people want to meet at Starbucks, I’m always reluctant and try to go somewhere else. NASIR: Try to go somewhere else. MATT: I don’t really necessarily try. I mean, now, I oftentimes just suggest where we should go. NASIR: It’s not that I don’t like Starbucks nor do I like it. it’s just that I have had great coffee and there’s a difference but I’m also very tolerable to different degrees of quality. MATT: Yeah, that’s the thing. I will say, I mean, I only drink iced coffee. NASIR: That makes a big difference. MATT: Their cold brew that they’ve had this last year – maybe more than that – is actually not bad. I’ll give them that. NASIR: Okay, we’ll give them that. MATT: Yeah, I can drink that. I don’t drink hot drinks so maybe that’s the problem. NASIR: Maybe they’ll be a successful company now that they have some good iced beverages. MATT: Yeah, I was looking up the numbers for how many stores they have. We can get to that in a bit. NASIR: How many stores do they have? MATT: More than 23,000 in 2015. NASIR: Wow. MATT: Looks like about half of that… NASIR: Half of them are right next to each other. MATT: They’re on the same block, basically. NASIR: Yeah. MATT: About half of that looks like to be US locations but that number is a year older. I don’t know. It’s somewhere in there. But it’s quite a bit, obviously. Let’s get into this. First, it all kind of stems from this – I assume it’s a barista who started this post – basically saying the morale at Starbucks amongst the people working there is at a low – maybe an all-time low – or at least it’s sinking because a slew of issues, the first of which being the hours that the baristas are working there. I think it’s well-documented that Starbucks offers benefits to its employees which I think has been a huge selling point for a long time now. It’s something they’ve gotten a lot of praise for. But, if you work there for the requirement to get those benefits or you have to work at least 20 hours a week so obviously the workers want to do that, but I would guess that most of the people working there probably see this as a full-time job just because, if you’re working a minimum 20 hours a week during the day, I mean, it’s tough to work two part-time jobs – just from a logistics standpoint – to make it all sort out. The problem that it looks like a lot of these workers are having are it’s very difficult to work more than 25 hours a week there based on the scheduling that’s been done in recent months or I don’t know how long it’s been going on but that seems to be the case. NASIR: I think for a little bit now. And so, one of the reasons we’re talking about this is because this barista – like you were saying – Jaime Prater, he started this campaign on this website. I’ve never heard of it. it’s called coworker.org and it’s basically an open letter to Starbucks where you can get multiple signat...

Nasir and Matt talk about why Leonardo DiCaprio isn't done with his work on the Wolf of Wall Street and also discuss the recent Yelp decision that businesses should be excited about. Transcript: NASIR: Welcome to our podcast where we cover business in the news and add our legal twist to that business news. My name is Nasir Pasha. MATT: And I’m Matt Staub. NASIR: Why do you always laugh at me at every intro? MATT: You always pause at a different spot. I don’t know. NASIR: It’s for dramatic effect. MATT: I notice it and no one else probably does. NASIR: Yeah. No, you’re probably right. MATT: So, there’s a story that’s been popping up and I think the actual story, I just did a quick Google search on this because I was actually trying to find out when the case initiated, 90 percent – maybe 95 percent – of the stories are about this part with Leonardo DiCaprio having to testify in this case which is such a minor part. To me, that’s just really, like, not news at all in the grand scheme of things with the actual substance of the case. Let me get to the backstory here. I think it was filed in 2014, right? Yeah, 2014, a lawsuit was filed by Andrew Greene. If you’re really into the Wolf of Wall Street, you might know who that is. Basically, he had a bunch of causes of action – libel, right to privacy, defamation, things like that or I guess the libel – basically saying the character of PJ Byrne, the actor in the Wolf of Wall Street, was a portrayal of him – him being Andrew Greene – and he was portrayed very poorly, I think. Let’s see – portrayed as a criminal, a drug user, and a degenerate through this character in the movie. Naturally, he files this complaint against who – the director? NASIR: Yeah, or actually a bunch – not only Paramount, the director – let’s see. MATT: Red Granite Pictures, some other entities. NASIR: Appian Way LLC. MATT: See, basically, he’s saying, “his character in this movie, it was supposed to be me and it was portrayed in a disadvantageous way and so I’m going to sue you.” I think, initially, it was for $50 million. Now, I think it’s around $25 million and it’s probably because some of the claims got kicked out. But that’s kind of where we’re at right now before we get into the Leo aspect of it. NASIR: Yeah. If you guys have seen the movie, honestly, I doubt if you will remember who this guy is because I had to pull him up. I mean, he’s definitely a character in the film but he’s not a very memorable character. MATT: No. NASIR: You know who I’m talking about, right? You’ve seen the film, right? MATT: I watched a brief little clip. I think probably the most memorable part – well, one of the most memorable parts – that he’s in is when I think he’s the one – or at least one of the people – that’s involved, remember when they paid that woman to shave her head for $10,000? NASIR: Oh, okay, yeah. MATT: He was one of or maybe the only person that was the one shaving her head which he says never happened. What’s his name? Jordan… Jordan Belfort, the main character. You know, he says all this stuff happened. I’m sure it’s somewhat exaggerated but he said that the head-shaving thing happened. I think that’d be something that’d be easy to prove, right? NASIR: Yeah, I mean, you would think, but bottom-line is, okay, right now, I guess he’s an investment banker. He claims he wasn’t or is not drug-addicted or misogynistic, “an obnoxious sleazeball” that he says Scorsese and Paramount Pictures basically framed him to be. MATT: Yeah. So, he’s not happy about that. Probably also not happy about the fact that I’m sure he has a lot less money than he used to. So, naturally, he’s going to… You know, you see this movie, I’m sure he thinks, “Wow, it brings a lot of money, how can I profit off of this? I’m going to file this lawsuit claiming that they ripped off me and did so in a bad light.” That’s where things started in February 2014. A bunch of the claims got dismissed September of 2015, I believe,