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Jul. 22, 2013 | Law Alerts

HIPAA and the Omnibus Rule: How to Assess Whether and What your Company Must Do to Comply

A key amendment to the Health Insurance Portability and Accountability Act (“HIPAA”) called the “Omnibus Rule” took effect on March 26, 2013.  The Omnibus Rule impacts both companies that directly collect protected health information (“PHI”) about individuals (“Covered Entities”) and subcontractors and downstream…

Apr. 30, 2013 | Articles

Theft of Trade Secrets Clarification Act of 2012: A Powerful New Weapon for Businesses

Overview On December 28, 2012, President Obama signed the Theft of Trade Secrets Clarification Act of 2012, which significantly expands trade secret protection by extending criminal penalties to the theft of a wider class of trade secrets under the existing Economic Espionage Act (EEA). Now included are company “back office”…

Apr. 30, 2013 | Articles

Navigating the Tax Storm Clouds on the Horizon

Overview Seeking new revenues, states are starting to consider taxation of cloud-based services. For example, Washington enacted a statute which specifically taxes Software as a Service (SaaS) providers. Other states have issued letter rulings addressing specific fact scenarios. Missouri ruled that SaaS hosted on an out-of-state server are…

Apr. 30, 2013 | Articles

Finally – Video Privacy Protection Act Amended for the Internet Era

OverviewOn January 10, 2013, President Obama signed into law amendments to the 1988 Video Privacy Protection Act (VPPA) that facilitate social media sharing of video viewing preferences when users consent to disclosure of information via the Internet. The amendments have a number of practical implications for online video providers and…

Apr. 30, 2013 | Articles

California Attorney General Issues Mobile Industry Privacy Guidelines

Overview In January, California Attorney General Kamala Harris further built on her high-profile 2012 campaign to improve privacy protection for consumers who use mobile devices by issuing a report titled “Privacy on the Go” (“Privacy Report”) which lists recommended best practices for app developers, mobile advertising networks,…

Apr. 30, 2013 | Articles

What to Ask Potential Investors Beyond “Is Your Money Green”

Overview Investment into U.S. venture-backed companies dropped 20% to $6.6 billion in the fourth quarter of 2013 compared to a year earlier, according to Dow Jones VentureSource, and was down 15% to $29.7 billion for all of 2012. As the venture capital industry evolves, the funding landscape for startups has become more challenging.…

Jun. 21, 2012 | Law Alerts

FCC Issues Revised Rules Restricting Telemarketing Calls

The Federal Trade Commission (“FTC”) issued its final report titled “Protecting Consumer Privacy in an Era of Rapid Change, Recommendations for Businesses and Policymakers” (“FTC Privacy Report”) in March 2012.  The FTC Privacy Report represents the culmination of a two-year process in which the FTC held round table…

Jun. 13, 2012 | Articles

Carr McClellan Has a New Website

Some of you may have already visited our new website, launched in early April.  If you have, you have experienced its easy navigability, and hopefully appreciate our site’s clean, modern look.  Our new website is much more than that – it is a state-of-the-art content platform, which means we can share so much more of our knowledge and…

Jun. 1, 2012 | Articles

FTC Final Privacy Report: How It Impacts Business

The Federal Trade Commission (“FTC”) issued its final report titled “Protecting Consumer Privacy in an Era of Rapid Change, Recommendations for Businesses and Policymakers” (“FTC Privacy Report”) in March 2012.  The FTC Privacy Report represents the culmination of a two-year process in which the FTC held round table discussions…

Jan. 11, 2012 | Law Alerts

I.R.S. Offshore Voluntary Disclosure Program Update – Tax Client Alert

The Internal Revenue Service (“IRS”) announced on January 9, 2012 that it was reopening its offshore voluntary disclosure program for taxpayers with previously undisclosed foreign financial accounts.  This new program allows taxpayers to become compliant with their international tax reporting, following the success and closure of the…

Dec. 2, 2011 | Law Alerts

Misclassifying Employees as Independent Contractors – Employment Client Alert

California State Law Change Governor Brown recently signed into law a new bill that impacts California employers.  Effective January 1, 2012, Senate Bill 459 (“SB 459”) will impose significant penalties for: Willfully misclassifying employees as independent contractors.  “Willfully misclassifying” is defined as “voluntarily or…

Sep. 1, 2011 | Articles

Minimize Document Discovery Costs in Litigation By Planning Ahead

Being involved in litigation isn’t as inevitable as death or taxes, but if you do business long enough, it’s close.  Everyone knows that lawsuits are costly, but there are steps you can take in advance to reduce the expense of the most costly part of a lawsuit—discovery.  Whether you are in state or federal court, discovery in…

Sep. 1, 2011 |

Protecting Your Purchase Agreement From Termination As a Unilateral Option Agreement

The California Supreme Court recently clarified the question of whether a real estate purchase agreement which grants the buyer the right to terminate the agreement in its sole discretion during his due diligence period is the equivalent to a unilateral option agreement which the seller (or optionor) may terminate at will.  In the 2010…

Sep. 1, 2011 | Articles

Strategic Considerations In Choosing Arbitration

The latest round of budget-cutting in Sacramento has had a profound effect on the local court system.  In San Francisco, for example, the Presiding Judge is warning that newly-filed cases may not come to trial for five years.  In other courts, it now takes months to obtain a hearing on routine motions rather than the usual 30 days. …

Jun. 1, 2011 | Articles

Business Buy-Out Agreements and Life Insurance

This article outlines issues to be considered in structuring a buy-out agreement.  It also addresses 2006 changes to the Internal Revenue Code affecting how company owned life insurance is taxed. What is a buy-out agreement? A buy-out agreement is a contract among the owners of a business.  The business can be in the form of a…

Jun. 1, 2011 | Articles

Trade Secret Protection For Customer Lists

As any business owner knows, his or her company’s customer list can be an extremely valuable business asset.  In some cases, disclosure of the customer list and/or related customer information could threaten the very existence of the company.  Thus the common question asked of business attorneys—to what extent is this type of…

Jun. 1, 2011 | Articles

Liquidated Damages In Residential Real Estate Transactions: A Trap For The Unwary

After months on the market, you finally have a binding offer for your home.  While the offered price of $1.5 Million seems low, even in this market, your ace real estate broker from Pay, Less & Commish convinces you to take the offer because the buyers appear solvent.  They are purchasing with no financing contingency and with a…

Feb. 9, 2011 | Law Alerts

I.R.S. Offshore Voluntary Disclosure Update – Tax Client Alert

The Internal Revenue Service (“IRS”) announced yesterday the terms of a new amnesty program for U.S. taxpayers with unreported offshore financial accounts. The 2011 Offshore Voluntary Disclosure Initiative (“OVDI”) will be available through August 31, 2011, and will apply to taxpayers who made disclosures dating back to October 16,…

Mar. 1, 2010 | Articles

Protection of Tenants in Foreclosure Proceedings – The SNDA

Congratulations!  Your Electronic Widget Business which started up in 2005 has been growing and prospering, despite the economic downturn and a steep decline in the Bay Area real estate market.  You continue to aggressively expand your sales and staff.  Your Widget Business has outgrown your present 4,000 square foot leased research and…

Mar. 1, 2010 | Articles

The Stealth Protected Class: Family Responsibility Discrimination

Is there a type of employment discrimination that is not identified as a protected class in most equal opportunity statements, and is not specifically prohibited by federal statutes?    The unnerving answer is yes, and it is called family responsibility discrimination.  While the number of employment discrimination claims being…

Jan. 1, 2010 |

Effective January 1, 2010: Change In Law Relating To “No Contest” Clauses

For as long as any California estate planning practitioner alive today can remember, a critical estate planning tool has been the “no contest” clause. A “no contest” clause is designed to protect a will or trust from future attack by those dissatisfied with the bequest provided them by the testamentary instrument. A “no contest”…

Jan. 1, 2010 | Articles

Converting During a “Perfect Storm”

IRS officials have publicly stated that this year represents a “perfect storm” for closely-held businesses to convert to tax partnerships.  Tax partnerships are the preferred vehicles for holding real estate and other appreciating assets, in part, because of their tax efficiency and limited liability. Individuals, families,…

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