San Diego's Minimum Wage Increases: What You Need to Know In March, the California Legislature approved a plan to raise the state’s minimum wage to $15 per hour by January 1, 2022. The move made the state the first in the country to significantly boost its pay and encouraged [...]
Which is the better business entity: sole proprietorship or corporation? Entrepreneurship is an exciting journey. It’s a dream put to action on your own terms. The possibilities feel endless — and they are. That being said, a lot goes into starting your business. Entrepreneurs early on should think about [...]
How long will it take to form my corporation? Entrepreneurs, including those who have created a tech startup in the state of California, should consider forming a corporation as their business grows. But before you get started, it’s important to understand the timeline and process involved. Let’s say, for [...]
Why is my Landlord Asking me to Sign an Attornment Agreement? Before you can understand why you are being asked by your landlord to sign an “attornment agreement,” you must understand what attornment agreement is. Black’s Law Dictionary defines the term “attornment” by reference to “feudal and old English law,” as [...]
Can I Get Punitive Damages for Breach of Contract? Black’s Law Dictionary defines the terms “[e]xemplary or punitive damages” as “damages on an increased scale, awarded to the plaintiff over and above what will barely compensate him for his property loss, where the wrong done to him was aggravated by circumstances [...]
Can I Assign my Contract in California? The simple answer is, as it is in response to many questions in the law, it depends. It first depends upon how the term “assign” is used. In McCown v. Spencer (1970) 8 Cal.App.3d 216, 225, 87 Cal.Rptr. 213, the California Courts of Appeal [...]
What Can I Do if my Vendor Tells Me He Won’t Perform His Obligations? You entered into a requirements contract (see https://sdcorporatelaw.com/business-newsletter/what-is-a-requirements-contract/) with your vendor to purchase 500 widgets per month for the next 24 months. In month 14 of your contract, your vendor calls and tells you that beginning [...]
What Kind of “Writing” Satisfies the Statute of Frauds? California Civil Code Section 1624, commonly referred to as the Statute of Frauds, provides that certain “contracts are invalid, unless they, or some note or memorandum thereof, are in writing and subscribed by the party to be charged or the [...]
Do I Have to Incorporate my Architecture Firm? Like most business people, architects start practicing their trade without giving much thought to how they might best take advantage of the many forms of business available to them. They generally hang out a shingle (if they are not working for [...]
My Contract has Been Breached – Do I Have to Perform my Promises? California Civil Code Section 1440 provides, “[i]f a party to an obligation gives notice to another, before the latter is in default, that he will not perform the same upon his part, and does not retract such [...]
What is “Consideration”? We’ve all signed countless contracts in the past for a variety of reasons and most of them contain, usually in the first few paragraphs, the phrase “for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged.” For the most part, we generally pay [...]
Do I Need to Register my Business With the California Employment Development Department? “The Employment Development Department (EDD) administers California’s payroll taxes, including Unemployment Insurance, Employment Training Tax, State Disability Insurance (including Paid Family Leave), and California Personal Income Tax withholding. Employers conducting business in California are required to register [...]
I Don’t Want to Pay for Worker’s Comp – Do I Need It? Frequently those contemplating hiring employees ask whether they must obtain and pay for worker’s compensation insurance (sometimes referred to as “worker’s comp”) for their employees. Those same people sometimes believe that they do not need to [...]
What is California’s Victims of Corporate Fraud Compensation Fund? The Victims of Corporate Fraud Compensation Fund (“VCFCF”) is governed by California Corporations Code Sections 2280, et seq. and California Code of Regulations, title 2, division 7, chapter 12, sections 22500 through 22507. The fund was specifically created to provide “limited restitution to [...]
Tips for Forming the California Joint Venture A “joint venture” has been defined as, “[a] legal entity in the nature of a partnership engaged in the joint prosecution of a particular transaction for mutual profit…” A one-time grouping of two or more persons in a business undertaking. Unlike a [...]
What is a Registered Agent? When forming business entities, the term “registered agent” is frequently used, and there are many registered agent services available for hire in each state. So what does a registered agent do? In California, the term generally refers to the “registered agent for service of [...]
Tips for Preparing the Operating Agreement in California Pursuant to California Corporations Code Section 17701.10(a) the limited liability company’s (“LLC”) operating agreement “governs all of the following: (1) Relations among the members as members and between the members and the limited liability company. (2) The rights and duties under [the California Revised Uniform [...]
What is a Fictitious Business Name Statement? A “fictitious business name” has been defined as “[a] business name that DOES NOT include the surname of the individual owner, AND EACH of the partners or the nature of the business is not clearly evident by the name.” Fictitious Business Names, Ernst [...]
How Can I Ensure my Corporate Name is Available for Use? After deciding to incorporate your business, one of the first steps of incorporation is to decide upon a legal name for the business. For each prospective name, it is important to determine whether the name you have chosen [...]
Must I Register my Delaware LLC in California? The California Uniform Limited Liability Company Act (California Corporations Code Sections 17701.01, et seq.) governs the existence of all foreign and domestic limited liability companies in California. California Corporations Code Section 17701.02(j)defines a foreign limited liability company as: “an unincorporated entity formed [...]
What is a Certificate of Limited Partnership? In California, the Uniform Limited Partnership Act of 2008 (California Corporations Code Sections 15800, et seq.) governs the creation limited partnerships. Pursuant to California Corporations Code Section 15902.01(a), to create a limited partnership, the partners must first enter into a partnership agreement, then [...]
When Does the Risk of Loss Pass to a Purchaser of Goods in California? As with many things in law, the answer to a question like, “When does the risk of loss pass to a purchaser of goods in California?” is “It depends”. When one enters a store and [...]
What is a Requirements Contract? Many entrepreneurs engaged in the manufacturing of goods for sale must rely on others to provide the raw materials from which those goods are manufactured. When the manufacturing process relies on small quantities of these raw materials, or where these raw materials are common [...]
What is a Contract of Adhesion? Whether we realize it or not, we have all agreed to a contract of adhesion dozens, if not hundreds of times. Indeed, each time we agree to the terms and conditions attached to the latest update to our iPhone’s operating system, we are [...]
What Should be in an Agreement for the Sale of Goods? While the California Commercial Code (California’s version of the Uniform Commercial Code) may govern the sale of goods in California, where the prices for the goods exceeds $500.00, an agreement not in writing may not be enforceable. To [...]
How to Write Your Business Plan All business owners and potential business owners probably understand that they will need a business plan at some point. Hopefully, they also understand that the earlier a business plan is prepared, the better for the business because, let’s face it, the business plan [...]
Why am I Being Asked to Sign a Personal Guarantee? We’ve all heard that one purpose for incorporating a business is to protect the owner’s personal assets from any debts incurred by the business. Although that reason is completely valid, in some instances, forming a corporation may mean that [...]
Buying an Existing Business: What You Need to Know Many entrepreneurs go into business for themselves by deciding what type of business they wish to start and then starting their business by doing all of the “leg work” for the business on their own. These self-starters generally enjoy not [...]
How do I Sell a Franchise in my Business in California? The California Franchise Investment Law (California Corporations Code Sections 31000 – 31516) (the “Franchise Investment Law”), along with Chapter 3, Subchapter 2.6, Sections 310.000 through 310.505 of the California Code of Regulations govern how franchises are sold in California. [...]
What Protections Do I Have as a Franchisee in California? On October 12, 2015, Governor Jerry Brown signed Assembly Bill 525 amending the California Franchise Relations Law (“CFRL”). The bill gave franchisees additional rights against termination of their franchises, provides significant remedies for terminations and non-renewals imposed improperly by [...]
What is a 501(c)(3) Corporation? Many times we hear radio and television advertisements seeking contributions in which a claim is made that an organization is a “501(c)(3) corporation.” These advertisements generally tell the listener to check with his or her tax advisor to determine whether donations are tax deductible, [...]
How to Draft Your Shareholder Agreement for the Professional Law Corporation so You’re Not Left Holding the Bag – The Attorney’s Fee Provision As California attorneys should already know, California follows the “American Rule” when it comes to awarding attorney’s fees in litigation, meaning that each party in a [...]
How to Protect Your Rights as a Landlord in a California Commercial Lease While many may be familiar with residential landlord-tenant law, they may not realize that there is a significant difference between what is permissible in the residential lease compared to what is permissible in the commercial lease. [...]
What Constitutes a Material Misrepresentation in a Securities Offering? California Corporations Code Section 25401 provides: “It is unlawful for any person to offer or sell a security in this state, or to buy or offer to buy a security in this state, by means of any written or oral communication [...]
Tips for the Product Development Agreement Imagine you’ve spent thousands of dollars and countless hours researching and designing a better hydrogen cell battery for use in the automotive industry and have been in contact with a manufacturer who has agreed that your battery will revolutionize the industry and, the [...]
The Right to Publicity – What Does it Protect? Anyone who has watched the news, seen the National Enquirer, or surfed the internet knows that the likenesses, photographs and endorsements of celebrities are used constantly in effort to sell various products to the masses. Usually, the celebrities whose name [...]
What Securities Exemptions are Available in California? Under California Corporations Code Sections 25110, 25120 and 25130, as well as federal law, it is unlawful for any person to sell any type of security unless that security has either been registered with the California Secretary of State (or the Securities and Exchange Commission) or [...]
What is a Subordination Agreement? If you have ever purchased real property in California using money from a bank or other institutional lender, have obtained a second loan secured by the property, then refinanced the first loan to reduce your payments, you have most likely seen what is known [...]
Should I Incorporate my Business? Many people go into business for themselves every day, and many of them have a limited knowledge on the protections a corporation can provide. Typically, until they have some need for additional operating capital or are being sued by an unhappy customer, they seldom [...]
What are The Liabilities of a Limited Partner in California? In California the Revised Uniform Limited Partnership Act of 2008 codified in California Corporations Code Section 15900, et seq., “which became fully effective January 1, 2010” The Uniform Limited Partnership Act of 2008: Text, Drafters’ Comments, and Correlation Tables, Continuing Education [...]
What is a Patent? According to stopfakes.gov, “[a] patent for an invention is the grant of a property right to the inventor. Patents are granted for new, useful and non-obvious inventions for a period of 20 years from the filing date of a patent application, and provide the right to [...]
What is a Private Placement Memorandum? In order to raise capital, many small businesses seek investors through what are known as private placements. These “private placements” can offer limited partnership interests, common or preferred shares of stock in small corporations, bonds, or even notes. These offerings are generally exempt [...]
Does Your Partnership Agreement Need to be Updated in Light of the IRS’ New Audit Regime? On November 2, 2015 the Bipartisan Budget Act of 2015 (the “Act”) was signed into law by President Barrack Obama, which will significantly affect the audit rules for entities treated as partnerships for [...]
Can Uber Claim its Drivers are Independent Contractors? That is the question being answered in the action entitled O’Connor, et al. v. Uber Technologies, Inc., currently pending in the United States District Court for the Northern District of California, Case No CV 13-3826-EMC. According to the Second Amended Class Action Complaint, [...]
California Court Finds California Law Prohibiting Surcharges Unconstitutional California Civil Code Section 1748.1 provides: “(a) No retailer in any sales, service, or lease transaction with a consumer may impose a surcharge on a cardholder who elects to use a credit card in lieu of payment by cash, check, or similar [...]
SCOTUS Extends the Sarbanes-Oxley Protections “To safeguard investors in public companies and restore trust in the financial markets following the collapse of Enron Corporation, Congress passed the Sarbanes-Oxley Act of 2002. One of the Act’s provisions protects whistleblowers [by providing]. . . ‘[n]o [public] company . . ., or any . . . [...]
Examining California’s Workers Compensation System Since 2013, California’s Worker’s Compensation system has utilized a system of Independent Medical Review (“IMR”) to resolve disputes over the treatment of workers injured on the job. Typically, in California’s system, a request by an injured worker for medical treatment must undergo a “utilization [...]
Why Use the California Limited Liability Partnership? The California Limited Liability Partnership (“LLP”) is governed by California Corporations Code Section 16101 and California Corporations Code §§ 16951-16962. California Corporation Code Section 16951 provides: “. . . the only types of limited liability partnerships that shall be recognized are a registered limited liability partnership [...]
Using the California Limited Liability Company to Acquire Real Estate In California the Limited Liability Company (“LLC”) is a hybrid business; it is an entity that has the attributes of both the general partnership and the corporation. While the members of an LLC enjoy the freedom of management that [...]
Should I Use an Incentive Stock Option Plan? As with every aspect of business, there are pros and cons to establishing an incentive stock option plan; but before one can even make the decisions necessary, it is important to understand what an incentive stock option plan is. The incentive [...]
Quesada v. Herb Thyme Farms, Inc.; Does Federal or State Law Control Advertising a Product as “Organic”? Whether consumers may bring a state court action against the grower of herbs for fraudulently labeling its products as “organic” was answered by the California Supreme Court on December 3, 2015 in a [...]
What Material is Protected by a Trademark? Many people confuse what is protected as a trademark with copyrights and patents. Each of these terms describes a protection for very specific types of intellectual property. “A trademark is generally a word, phrase, symbol, or design, or a combination thereof, that [...]
An Overview of the Copyright Law The copyright law of the United States is governed by Title 17 of the United States Code and was enacted as the Copyright Act, Public Law October 19, 1976, as Pub. L. No. 94-553, 90 Stat. 2541 (the “Act”). The Act is the [...]
Protect Your Most Valuable Asset – The California Uniform Trade Secrets Act Does your business have trade secrets? Of course it does! Trade secrets in California means any “information, including a formula, pattern, compilation, program, device, method, technique or process” that has actual or potential value that is not known to [...]
What Factors Does the IRS Look at to Determine Independent Contractor Status? There are many definitions for the term “independent contractor.” Black’s Law Dictionary defines the term “[g]enerally, one, who, in exercise of an independent employment, contracts to do a piece of work according to his own methods and [...]
The Personal Services Contract in California Everyone knows and understands that slavery and involuntary servitude were abolished in the United States in 1865 by the passage of the Thirteenth Amendment to the Constitution. Something of a corollary to the Thirteenth Amendment was enacted in California in 1872, which provided [...]
Should I Form a Professional Corporation for my Medical Practice? California Business and Professions Code Section 2052 provides “[a]ny person who practices or attempts to practice, or who holds himself or herself out as practicing…[medicine] without having at the time of so doing a valid, unrevoked, or unsuspended certificate…is guilty [...]
The California Corporate Securities Law of 1968 – What is it Anyway? The California Corporate Securities Law of 1968 (“Securities Law”) became effective on January 2, 1969 Marc Levin, California Corporate Securities Law of 1968: The Issue of the Nonissuer, 2 Loy. L.A. L. Rev. 87 (1969) and regulates all offers and sales of [...]
Dissecting the Software Licensing Agreement For those involved in the creation and distribution of software, the software license agreement plays a vital role in protecting the intellectual property rights of the licensor of the software. Failing to have an adequate agreement can, and generally does, lead to infringements into [...]
What Should be in my Employee Handbook? Few small businesses in California have them, but all businesses, from large corporations to the small “mom and pop” pizza joint, would greatly benefit from having a well-considered and well-written employee handbook. The well-written employee handbook is one of the best tools [...]
Must I Register my Nevada Corporation in California? After deciding that they are going to incorporate their business, many California-based founders are persuaded, for a variety of reasons, to incorporate in some jurisdiction other than California. Many decide to incorporate in the states of Nevada or Delaware, usually because [...]
What Contracts Must be in Writing - The Statute of Frauds Not all contracts are equal. While it is true that many oral contracts (that is, contracts entered into between two parties without a written agreement) are enforceable in California, many are not. In California, the Statute of Frauds [...]
How and When to Wind-Up Your California Corporation Winding-up and dissolving a California corporation is governed by the provisions of California Corporations Code Sections 1900 through 1907. How that process takes place depends largely on whether the corporation has ever done business or issued shares or whether a “voluntary [...]
The Social Purpose Corporations Act and How to Use It California’s Social Purpose Corporations Act allows entrepreneurs wishing to combine for profit businesses activity with the achievement of a social purpose. The corporation is formed by the traditional filing of Articles of Incorporation which state that the corporation is [...]
Hot Rods, LLC v. Northrop Grumman Systems Corp. - Can Extrinsic Evidence be Used to Alter the Meaning of a Contract? On November 6, 2015, the California Courts of Appeal for the Fourth District, Division Three filed its decision in the case of Hot Rods, LLC v. Northrop Grumman Systems [...]
Some Suggestions for the San Diego Shopping Center Lease Shopping center leases are as varied as the locations in which malls are located and the type of tenant seeking to lease space within their boundaries. Is the mall an outdoor mall or an indoor mall? Does it currently have [...]
What is a “Biological Material Transfer Agreement” and When to Use It A biological transfer agreement is a written contract between a provider of biological material to another, generally an entity engaged in biomedical research. The agreement is designed to govern the rights and obligations of the parties in [...]
Include an Arbitration Clause in Your Contracts to Save You Money Arbitration has increasingly been used to resolve disputes over the past twenty years. In fact, some commentators and lawyers believe that alternative dispute resolution (“ADR”) (meaning, among other used methods, mediation, arbitration, and the use of “private judges”) [...]
The Non-Solicitation Agreement; Why Use It? California has a strong public policy against restraining the ability of its citizens from engaging in their chosen professions. California Business and Professions Code Section 16600 essentially prohibits almost all forms of agreements between an employer and employee wherein the employee agrees not [...]
Should I Require Key Employees to Sign an Arbitration Agreement? Most employers, as well as other business people, have increasingly turned to arbitration agreements for a variety of reasons. Among the reasons most commonly cited is the avoidance of the cost of employment litigation and the amount of time [...]
Why Sarbanes-Oxley is Important to Private Companies For many private companies, Sarbanes-Oxley represents a cumbersome burden that is the province of publicly-traded companies and not relevant to the needs or goals of private enterprise. There are, however, a few provisions of Sarbanes-Oxley that pertain to private companies, including certain [...]
The Value of Registering Trademarks You may have heard that federal registration of trademarks is not necessary in the United States because certain rights to use a mark and exclude others from using it in connection with similar products arise automatically. While this is generally true under common law, [...]
Preparing For a Private Sale: Bid Letters and Letters of Intent Letters of intent are an important tool in the process of buying or selling a business. They can benefit both sides of a potential transaction in many ways. They can also serve as a proving ground for the [...]
How an IP Portfolio Attracts Funding and M&A Suitors Maintaining a complete and current patent portfolio is a great way for a company to improve its chances of a potential acquisition deal. In intellectual property (IP) centric industries like technology and biotechnology, a patent portfolio is also vital to [...]
Prepare For a Private Sale by Reviewing Key Supplier and Customer Contracts Even though buy-side due diligence in the sale of a private company forms the bulk of the research during the deal process, sellers should not overlook important diligence steps that will help prepare their company for sale. [...]
Understanding Preferred Instrument Term Sheets in Early Stage Funding Structuring early stage investments as preferred instruments, such as preferred stock, is significantly more complex than working with convertible notes; understanding preferred instrument term sheets in early stage funding is essential knowledge. This post will introduce some of the commonly [...]
Part Two: Positioning Your Startup to Appeal to Angel Investors A previous article introduced the concept of reviewing and structuring a startup to appeal to angel investors. That article briefly discussed some of the common points of inspection for the due diligence conducted by an interested angel. This article [...]
Understanding Convertible Note Term Sheets in Early Stage Funding Once an angel has decided to invest in a startup, they will either seek a convertible note or equity in the form of preferred stock. In either case, a term sheet is often used to communicate the basic details of [...]
Positioning Your Startup to Appeal to Angel Investors After initial seed money and the money from friends and family has been exhausted, early stage startups enter a challenging phase in the financial life of the company. For biotech startups in particular, this can be the beginning of a relentless [...]
Representations and Warranties Form the Bedrock of Private Acquisition Agreements There are many provisions that are negotiated in almost all private acquisition agreements. Definitions, closing conditions, indemnifications, and representations and warranties are among the essential topics addressed by such agreements. While these topics all bear directly on the nature [...]
Examining Ownership and Assignment of Intellectual Property Rights Produced by Independent Contractors In the United States, ownership of intellectual property (IP) rights defaults to the inventor. In order for any transfer of rights to be effective, a clear written assignment must be made between the parties. Even the work [...]
How Freedom to Operate Informs Deal Values in IP-Heavy Industries In transactions involving research-centric businesses like biotechnology firms or pharmaceutical companies, the intellectual property (IP) assets of the target are the focus of the deal. The terms of a proposed acquisition are directly affected by the relative strength and [...]
One-Step Mergers One-step mergers are a traditional method for acquiring public companies. The target, acquiring company, and a subsidiary of the acquiring company execute a merger agreement that contains various listed conditions. Once those conditions are satisfied, the subsidiary will merge with the target company, and the target becomes [...]
The Rise of Tender Acquisitions Two years ago, the Delaware General Corporation Law (DGCL) was amended in a way that has dramatically changed the use of tender offers. Historically, tender offers were the province of hostile takeover bids. Acquirers of public companies could greatly accelerate the takeover timetable and [...]
Choice of Entity for Biotech Startups A key decision for any startup is which entity type to choose—and choice of entity for biotech startups is no exception. The primary advantage of forming a legal business entity is to shield the personal assets of the owners from the liabilities of [...]
ERISA Fiduciaries Must Monitor Retirement Plan Investments The United States Supreme Court has issued a reminder to plan fiduciaries responsible for selecting investment options available to participants in employee benefits plans subject to ERISA. Any such fiduciary has an ongoing duty to monitor the total performance of plan investments, [...]
Private Placements: The Advantages of 506(c) Companies seeking to raise capital through a private placement have long preferred to proceed under Rule 506 of Regulation D of the Securities Act of 1933. Regulation D provides a safe harbor for private offerings, with three separate registration-exemption schemes governed by Rules [...]
A Quick Guide to DOL’s Proposed Changes to FLSA Overtime Regulations The Department of Labor (DOL) has proposed several changes to the overtime regulations of the Fair Labor Standards Act (FLSA) that are expected to take effect in the middle part of 2016. The changes will raise the minimum [...]
CGL Insurance: The Basics A previous post discussed why Commercial General Liability (CGL) Insurance policies typically do not cover the costs of intellectual property (IP) rights infringement claims. However, CGL Insurance is still an essential component of any ongoing business operation because it protects the assets of the business [...]
Avoiding Rescission Exposure in a Private Placement Private placements can be a great vehicle for raising money to infuse a business with much needed capital while avoiding the formalities of a public offering. Many businesses that lack the contacts to secure sufficient attention and investment from a venture capital [...]
Indemnification Obligation Limits in Stock Purchase Agreements In an earlier post, stock purchase agreements were addressed, with brief mention of principal clauses including indemnification provisions. This post will focus directly on the utility of indemnification obligation limits in stock purchase agreements. The indemnification obligations imposed on stockholders of the [...]
Acquisition Due Diligence: IP Infringement In another post, the process of identifying and investigating intellectual property (“IP”) assets of a target company was addressed. That process often serves as the first step of an IP due diligence effort and builds a foundation for subsequent stages of IP due diligence. [...]
M&A Due Diligence: Employee Entitlements in Stock Purchase Deals A crucial activity of any due diligence effort in an acquisition is to review the employee benefits offered and maintained by the target company. This sort of review is vital whether the intended deal structure is an asset purchase or [...]
Acquisition: Structuring a Stock Purchase Deal In a deal structured as a stock purchase, the buyer purchases either all or a controlling interest in the outstanding shares of the target company’s stock, which results in the target becoming a subsidiary of the buyer. Stock purchases differ from asset purchases [...]
Directors and Officers Insurance: Do Startups Need It? Among the many types of insurance startup companies might consider, Directors and Officers (D&O) Insurance may have the biggest impact in terms of making the company more attractive to interested investors and potential talent. D&O insurance covers specific risks not addressed [...]
Have You Considered IP Insurance? Many small companies erroneously assume that their Commercial General Liability (CGL) Insurance policy will cover defense costs in case of a suit over intellectual property (“IP”) infringement, such as a patent infringement claim. Insurers typically have two principal duties under a third party CGL [...]
IP Due Diligence in Mergers and Acquisitions The first step in conducting intellectual property (“IP”) due diligence of a target company is to identify and list all IP assets indicated in documentation produced by the target company and any relevant information obtained during the preliminary examination of the target. [...]
Have You Considered Alternative Dispute Resolution? A key topic addressed in any commercial contract is how the parties will resolve any future disputes. For judicial remedies, the parties to a contract may specify the litigation venue, the choice of law to be applied, and limits to the time period [...]
Three Often Overlooked Items in Commercial Leases Parking is an important part of any commercial space, but when signing a commercial lease, this provision is often neglected. This seemingly obvious and vital component of a business’s space needs is commonly overlooked, and can be costly to remedy after the [...]
Classifying Workers: Are They Employees? California businesses face a task with potentially costly legal implications when deciding whether to classify workers as employees or independent contractors. Certain businesses may have an economic incentive to classify workers as independent contractors to take advantage of decreased labor costs that result from [...]
