SLO: (805) 546-8785 | Paso Robles: (805) 226-4148

Corporate/Transactional/ Contract

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C&N at PRWCA event

Had a great time with our friends out at the Paso Robles Wine Country Alliance luncheon. The Alliance has made vast strides in promoting Paso Robles wine country; last year they focused efforts in Texas and next year they are focusing on Florida. Encompassing 614,000 acres, Paso Robles American Viticultural Area (AVA) is recognized and respected as one of the great wine regions of the world, and continues to affect all aspects of our community. For some wine country fun, look out for their upcoming events linked here https://pasowine.com/events/.

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To Offer Sabbaticals or Not to Offer Sabbaticals… And if I Do, Should I Pay?

A Tale of Two Tricky (and Sometimes Dangerous) Dilemmas

Recently, I gave a webinar on establishing eligibility and procedures for taking sabbaticals and unpaid leaves of absence through Lorman Education Services. I thought some of the information I discussed might be of interest to our clients in the San Luis Obispo area, many of whom are cutting edge technology companies. This blog post will focus on sabbaticals, which are gaining popularity as companies struggle to recruit and retain talented, top-notch employees.

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Privacy Policies: Are You in Compliance?

My previous post was regarding cybersecurity and some of the dangers lurking behind our widely-used “secure” technologies and authentication systems. A related issue is what you, as a business owner, chief technology officer or other data collector, must do to advise customers and other users of your website of your privacy policies and procedures – in short, how are you going to protect their identities, credit card information and other personal data you collect? This post will address what is legally required of you if you collect any sort of data, as well as the question of whether you need to implement Terms and Conditions. Hint: the answer is yes!

Many businesses are required by law to have a Privacy Policy posted conspicuously on their website. In California, the law requires “any commercial web sites or online services that collect personal information on California residents through a web site to conspicuously post a privacy policy on the site.” California Online Privacy Prevention Act of 2003, Business & Professions Code §§ 22575-22579. In other words, if you are gathering the personal data of your website users, you must have a formal Privacy Policy.

The primary federal agency that regulates and implements rules and regulations related to data privacy is the Federal Trade Commission, but other federal and state laws and acts have provisions that impose requirements on certain persons and businesses. For example, the Americans With Disabilities Act, the Children’s Internet Protection Act of 2001, the Computer Fraud and Abuse Act of 1986, the Computer Security Act of 1997 and the Consumer Credit Reporting Control Act all have laws relating to data privacy. The bottom line is that you must know and comply with federal laws as well as the laws of your state.

Another thing you should strongly consider – implementing and posting Terms and Conditions, which may also be called Terms of Use. While not required by law (and undeniably the dullest page on your website), Terms and Conditions can limit your liability, set forth your security features, link to your Privacy Policy and define acceptable use of your site (for example, you can specifically prohibit certain “hacking” activities). Here is some sample language from a Terms of Use policy related to cybersecurity:

You agree not to misuse Acme Company’s services (“Services”) or help anyone else to do so. For example, you must not even try to do any of the following in connection with the Services:

breach or otherwise circumvent any security or authentication measures; or

violate the privacy or infringe the rights of others.

Terms and Conditions can and should be specialized to your unique business activities. In other words, copying one from another website, changing a few words and posting it is not the best means of implementing your Terms and Conditions.
In sum, cybersecurity and privacy are hot issues these days, and whether you are a business owner, chief technology officer or someone else in a position that requires you to deal with stored customer information, you have many duties in connection with protecting your customers’ information. If you have questions about cybersecurity or your compliance with privacy laws, or if you would like assistance drafting and implementing your Privacy Policy and/or Terms and Conditions, please contact me or one of our other attorneys at (805) 546-8785. The attorneys at Carmel & Naccasha have extensive experience in handling such matters and are happy to answer your questions and assist you.

The information contained in this article does not constitute legal advice and neither the author nor Carmel & Naccasha make any representations or warranties as to the accuracy of the information contained herein. Your access or reading of the article and/or your following of any of the suggestions contained herein do not create an attorney-client relationship between you and the author or you and Carmel & Naccasha LLP.

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Cybersecurity: Are You Protected?
Cybersecurity: Are You Protected?

I recently had the privilege of attending a TED talk-style seminar on cybersecurity at my alma mater, UCLA. The information I learned at this session certainly gave me pause, and I was anxious to share the information I learned with our clients and other readers of our blog. Perhaps the most interesting aspect of the lively discussion was the panelists – one, the former general counsel of the National Security Agency (“NSA”) and the other, a benevolent hacker.

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C&N Closes Significant Deal for Prominent Central Coast Insurance Firm

 

Carmel & Naccasha LLP attorneys recently facilitated the integration of a highly regarded employee benefits agency and brokerage on the Central Coast with the strength and resources of a leading global insurance brokerage. Here’s what the owner of the agency had to say once the deal was completed:

“It has been an exciting time at my company with a recent transition and merger. We could not have done it without the expert assistance of Carmel & Naccasha. All of their people, especially Ziyad Naccasha, worked tirelessly to bring our transaction to conclusion in a timely manner. It was not unusual to get an email from them at 10 pm, still working on our behalf. They concluded our transaction in 12 days while normally this type of thing would have taken months. Top-notch service, expert advice, working on our behalf, ethical proceedings, polite and thorough….what more could you want from your professional team?”

-Connie Framberger

To read more about the team of attorneys at Carmel & Naccasha LLP who handle business and corporate matters, click here.

To read the full story about the merger as covered in the Insurance Journal on May 12, 2015, click here.

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California Veterinary Premises Licensees –Are you ready to be “wholly responsible”?

The California Veterinary Medical Board (“Board”) is in the process of adopting a new regulation to establish “minimum standards” for a managing licensee of a veterinary hospital premise. Under the current regulations, it is the responsibility of the managing veterinarian to ensure that the premises comply with minimum standards of veterinary practice.  However, the Board does not articulate what that obligation entails.  If the Board’s new regulation makes it through the adoption process, the managing licensee will have more clearly defined and additional obligations.

Proposed Board Regulation 2030.5 provides:

(a)          A Licensee Manager is the California licensed veterinarian named as the Managing Licensee on a facility’s premise permit.

(b)          The Licensee Manager is responsible for ensuring that the premise for which he/she is manager complies with specified requirements of the Veterinary Practice Act and is responsible for ensuring that the physical and operational components of a premise meet the minimum standards of practice as set forth in the Board’s regulations.

(c)          The Licensee Manager is responsible for ensuring that no unlicensed activity is occurring within the premise or in any location where any function of veterinary medicine, veterinary surgery or veterinary dentistry is being conducted off the premises under the auspices of this premise license.

(d)          The Licensee Manager shall maintain whatever physical presence is reasonable within the facility to ensure that the requirements in (a) – (c) are met.

(e)          Each licensed veterinarian shall be responsible for their individual violations of the practice act or any regulation adopted thereunder.

In case there is any doubt regarding the Board’s mission in adopting this new regulation, the regulation adoption process requires a licensing Board to state its “reasons” for the regulation, which the Board has articulated as follows:

The proposed regulation establishes the minimum standards for a California licensed veterinarian who is the managing licensee of a veterinary hospital premise. It establishes that the managing licensee is wholly responsible for insuring the minimum standards are followed regardless of the number of hospital premises managed by the managing licensee and it requires the manager to maintain whatever physical presence is necessary to ensure such requirements are met. (Emphasis added).

Many veterinary premises licensees will have to examine and change the way they run their hospitals and clinics. Are you ready to be “wholly responsible”?  If you need advice regarding the current Board regulation or the proposed Board regulations, attorneys at Carmel & Naccasha, LLP are ready to provide assistance. They can be reached at (805) 546-8785.

Steven L. Simas

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Wanton or wontons. What is moral turpitude?

Wanton wontons.  Would you trust an attorney who deliberately skipped out without paying for her soup at the local Peking Dragon restaurant?  What is moral turpitude?  Is it like pornography?  Would you know it when you see it?

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Communication with Opposing Counsel

    Rule 2-100(A) of the Rules of Professional Conduct states:  “While representing a client, a member shall not communicate directly or indirectly about the subject of the representation with a party the member knows to be represented by another lawyer in the matter, unless the member has the consent of the other lawyer.”

    Having worked as an attorney for the State Bar of California, I am sometimes asked for a  favorite State Bar war story.  One has to do with rule 2-100 prohibiting an attorney from speaking directly with an opposing party about the case if the lawyer knows that person is represented by an attorney.

    It also has to do with the dynamics of any large non-profit organization where management changes frequently and abruptly, enabling a continuum of managers to disclaim responsibility for hiring or failing to fire a particular employee who then attaches to the organization for its lifetime and develops barnacle-like problem solving skills and work ethic.

    So, as the story goes, a staff attorney/barnacle at the State Bar was assigned to handle a complaint against an attorney.  “Joe” complained that attorney “Bob” called him to talk about his case even though Bob knew that Joe had an attorney.  Following procedure, a letter was sent to Bob, advising him of the complaint and inviting him to respond.  Bob, as the attorney being investigated, hired an attorney to represent him in the investigation being conducted by the State Bar in response to Joe’s complaint.  Legend has it that the staff attorney got frustrated that Bob’s attorney didn’t respond fast enough so she contacted the Respondent directly to get a response thereby violating the rule she was seeking to enforce.

    If you’ve read Alec Baldwin’s book A Promise to Ourselves or know someone who has been involved in a bitter divorce (is “bitter divorce” redundant?) then you know one of the biggest complaints about marriage dissolution proceedings is the stilted communication between the parties.  I can’t tell you how many times I’ve heard the complaint from one spouse saying that the other spouse’s attorney won’t return his or her phone call or otherwise communicate.  Even though it may be tempting at times to pick up the telephone and call the other side directly, such communication is strictly prohibited by rule 2-100 of the Rules of Professional Conduct.

Mara J. Mamet

mmamet@carnaclaw.com

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Convicted Criminal Attorneys – Part I

When I was a kid I used to wonder how people knew that police officers were good and could be trusted.  Did they raise police separately to make sure only good people became part of the force?  How could all police officers be good?  Well, sadly, it turns out, or so I’m told anyway, not all men and women who work in law enforcement are actually “good”.

It turns out that every job has its bad apples and even law school – or the seminary – cannot ferret out the evil among us.

So, what of the attorney who has been convicted of a crime?  If an attorney cannot conduct his or her life in such a way as to avoid not only violating the criminal code but get caught doing it, should that be enough to make him or her unfit to practice law?  Well, not in California.  There’s still a long way to go.  Most of the California attorney disciplinary cases involving the conviction of a crime are covered by Business and Professions Code sections 6100 – 6103. 

An attorney who is convicted – not charged but convicted – of a felony or a crime involving moral turpitude will likely be suspended until the conviction is final and a hearing is held to determine what discipline is appropriate.  There is a sizable amount of cases from the California Supreme Court discussing the appropriate discipline for certain crimes.

Next:  What is moral turpitude?

Mara J. Mamet

mmamet@carnaclaw.com

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Easy Money

A woman had a legal problem; she was worried that her neighbors might sue her over a fencing issue.  At the first meeting with her new attorney he advised her that to put herself in the best possible legal position, she should post a $50,000 bond with the court so that any judge would see that she was acting in good faith.  In fact, he told her, the courts called this “the good faith bond”.  She wrote out the check right there in his office and the attorney amiably agreed to take the check and get the bond for her.  That same week the attorney met with another new client, this time a businessman who was having some difficulties with one of his adult bookstores.  The businessman immediately paid the attorney’s “retainer fee” and wrote out a check to the attorney for $75,000.00.

Neither client ever heard from their attorney again.

Questions?

Yes, the attorney did ultimately lose his license to practice law. Yes, he was successfully prosecuted for grand theft.   And yes, the clients wisely applied for and received reimbursement (up to $50,000 each) from the Client Security Fund at the State Bar. The California State Bar has established the Client Security Fund to help reimburse clients who have had money stolen by their attorney.  A portion of the annual dues paid into the Bar goes into the fund. 

Next:  What happens when the attorney is the criminal?

Mara J. Mamet

mmamet@carnaclaw.com

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