Burkhalter Kessler Clement & George LLP Burkhalter Kessler Clement & George LLP 2026-07-27T22:31:24Z https://www.bkcglaw.com/feed/atom/ WordPress /wp-content/uploads/sites/1103897/2019/09/cropped-512-512-32x32.jpg On Behalf of Burkhalter Kessler Clement & George LLP <![CDATA[Can your private company survive a boardroom coup?]]> https://www.bkcglaw.com/?p=56319 2026-07-16T08:27:08Z 2026-07-20T08:13:12Z Spot the moment disagreement turns into a threat Healthy debate can sharpen strategy. However, conflict turns dangerous when it disrupts operations and signals a power grab. Watch for these early warning signs:
  • Board members skip meetings or block votes to prevent a quorum triggering the deadlock provisions under California law.
  • Executives receive conflicting instructions from different factions
  • A hostile shareholder demands corporate records on short notice, invoking statutory inspection rights.
  • Key vendors ask who holds authority or pause work until they get clarity
  • Employees begin picking sides and productivity drops
Once you see these patterns, treat the issue as a business continuity risk, not a personality clash.

Lock down decision authority before chaos spreads

Next, confirm who can make decisions today. Start with your bylaws and any shareholder agreement. Those documents often control director votes, officer powers and removal rights. California rules can fill gaps, but your governing documents usually set the playbook. Keep in mind, however, that mandatory statutory rules under the California Corporations Code—such as a shareholder's non-waivable right to inspect records or the statutory rules governing director removal under Section 303—will strictly override conflicting terms in your private agreements. If you act outside this legal boundary, you hand the other side immediate leverage to seek judicial intervention or emergency injunctive relief.

Create a clean record that protects the company

Then, document key decisions in real time. Use clear board minutes, written consents and short executive summaries. Keep a single source of truth for approvals, budgets and signature authority. This record reduces rumor, limits vendor confusion and helps you defend the company if litigation follows.

Tighten communications to protect reputation and morale

After that, control the message. Pick one spokesperson for employees and one for outside partners. Give managers a simple script and a clear escalation path. In entertainment, loose talk can damage deals, talent relationships and brand trust. Calm, consistent updates keep teams focused and reduce side-taking.

Use counsel to run a controlled negotiation process

Finally, bring in experienced California business counsel early. Your counsel can set ground rules, manage document requests and structure talks around business goals. That approach lowers disruption and keeps pressure off your leadership team. You gain a strategic partner who pushes for resolution, not noise.

A steady plan beats a sudden coup

Yes, your company can survive a boardroom coup if you act early and stay disciplined. You spot the warning signs, confirm authority and document decisions. You tighten communications and run negotiations through a controlled process. With seasoned legal guidance, you protect assets, stabilize your workforce and return focus to creative and commercial growth.]]> On Behalf of Burkhalter Kessler Clement & George LLP <![CDATA[4 ways to avoid joint IP ownership disputes]]> https://www.bkcglaw.com/?p=56317 2026-07-16T08:00:39Z 2026-07-16T08:00:39Z Define ownership before work begins The best time to address ownership is before anyone starts creating new work. A written agreement should clearly explain who will own the IP once the project is complete and whether ownership will belong to one party or be shared. If you expect the project to grow or change over time, your agreement should also explain how to handle new ideas, improvements or additions. Putting these expectations in writing early helps reduce misunderstandings early on.

Document each party's contributions

Keeping detailed records makes it easier to show who contributed to the project and how it developed. Even if everyone begins the collaboration on good terms, memories can fade and expectations can change. Consider keeping:
  • Project timelines
  • Drafts and design versions
  • Emails or written decisions about the project
  • Notes showing each person's responsibilities
These can provide valuable context about ownership. They also create a clearer timeline of who contributed what, making it easier to address disagreements before they become more complicated.

Set rules for using the intellectual property

Ownership is only part of the picture. You should also decide how the IP can be used after creation. For example, your agreement can explain whether either party may license the work, modify it or use it for future business ventures without the other's approval. Establishing these expectations early helps reduce disagreements about how the IP benefits each collaborator.

Plan for ownership changes

Business relationships rarely stay the same forever. A collaborator may leave the project, sell their business or decide to pursue other opportunities. Your agreement should explain how to address ownership rights if those situations occur. Addressing transfers, buyouts or future assignments before they become necessary can help keep unexpected changes from disrupting your business.

Build a stronger foundation for future collaborations

Putting these protections in place before you begin working together can save you significant time, expense and frustration later. If you are planning a collaborative project or want to review an existing agreement, seeking legal guidance can help you create clear ownership terms and help protect your business relationships.]]> On Behalf of Burkhalter Kessler Clement & George LLP <![CDATA[When a partner refuses to honor a buy-sell agreement]]> https://www.bkcglaw.com/?p=56315 2026-07-15T00:40:51Z 2026-07-15T00:40:51Z Litigation may be necessary A buy-sell agreement is not just a friendly suggestion that one partner should cooperate in a buyout scenario. It is a binding agreement that both partners have an obligation to uphold. If the circumstances align with the requirements in the buy-sell agreement and one partner has the capital necessary to buy out the other, it may not be legally realistic to refuse to cooperate. While one partner may insist they don't want to sell, the other could take the matter to court. Provided that a judge agrees that the buy-sell agreement is valid and that the circumstances warrant invoking the document, a judge can facilitate an involuntary buyout based on the terms established in the buy-sell agreement. When one partner has ceased pulling their weight, refuses to take steps that could better the business or has engaged in misconduct, buying out their interest may be the best path forward. Working with a lawyer can help frustrated business partners determine if they can move forward with a buyout without voluntary cooperation.]]> On Behalf of Burkhalter Kessler Clement & George LLP <![CDATA[Employee lawsuits that commonly catch employers off guard]]> https://www.bkcglaw.com/?p=56313 2026-07-06T15:48:00Z 2026-07-06T15:48:00Z California employers operate under some of the nation’s most employee-protective labor and employment laws. Many businesses are prepared to address obvious workplace issues, but some of the most expensive lawsuits stem from compliance gaps that employers didn’t realize existed. A single employment claim can result in substantial legal costs, business disruption and reputational harm. Understanding the types of lawsuits that catch employers off guard can help companies identify risks before they become costly disputes.

1. Wage and hour violations

These are among the most common employment lawsuits. Even companies with well-established payroll systems can unknowingly violate labor laws. Allegations such as unpaid overtime, off-the-clock work or failure to provide compliant meal or rest breaks can be brought forth as class actions or under California’s Private Attorneys General Act (PAGA), which allows employees to seek penalties for alleged Labor Code violations on behalf of themselves and other employees.

2. Employee misclassification

Misclassifying workers remains a major source of litigation. Even though independent contractor classification receives significant attention, the evaluation of whether exempt employees truly satisfy California’s exemption requirements is sometimes overlooked. Simply paying an employee a salary doesn’t automatically make them exempt from overtime laws. Misclassification claims may involve allegations of unpaid overtime, missed meal and rest breaks and wage statement violations.

3. Leave of absence violations

Employers must navigate multiple federal and state leave laws, including the Family and Medical Leave Act (FMLA), the California Family Rights Act (CFRA), paid sick leave requirements, pregnancy disability laws and other protected leave laws. Problems may arise when employers:
  • Deny protected leave
  • Interfere with leave rights
  • Discipline employees for protected absences
  • Miscalculate eligibility
Because multiple leave laws often overlap, these cases can become legally complex. It is nearly impossible to eliminate every employment claim. Still, many lawsuits can be prevented through proactive compliance efforts such as regular reviews of wage and hour practices, periodic audits of exempt classifications, supervisor training on California employment laws and prompt investigation of employee complaints. California employment laws continue to evolve, making ongoing compliance challenging for employers. A legal professional can assist businesses with workplace audits, policy development, management training and litigation defense when claims arise.   ]]> On Behalf of Burkhalter Kessler Clement & George LLP <![CDATA[5 ways to protect your company against tortious interference]]> https://www.bkcglaw.com/?p=56311 2026-06-25T17:35:28Z 2026-06-25T17:35:28Z You plan carefully for slow money periods, hacks and supply problems. But when a third party or company goes out of their way to hurt your business relationships, it can cost you a lot. This is why California business owners need to see how tortious interference might be hurting their business.

What is tortious interference?

Tortious interference happens when a third party steps in on purpose to damage an active contract or a potential business deal between two separate parties, resulting in financial losses. The outside party is not tied to the contract, so the injured party can sue them directly for the damages they caused.

Two ways it can impact your business

Learning what tortious interference is only tells part of the story. You also need to understand how it can show up in your transactions. Here are the two most common forms:
  • Interference with a contractual relationship: A third party improperly convinces one party to break a valid, existing contract, leaving the other party to deal with the fallout.
  • Interference with a business relationship: A third party uses unfair or dishonest tactics to disrupt an ongoing or prospective business deal, even without a formal contract in place.
Both forms can cause serious financial harm to your organization. Now that you know what to watch for, here are some practical steps you can take to protect yourself.

Five practical steps to protect your company

Once you know how tortious interference works, you are in a better position to defend against it. In fact, you have practical measures available to protect your business relationships and contracts. Here are five steps to help you get started:
  • Fortify your contracts: Include exclusivity and non-solicitation clauses that restrict partners, vendors and employees from soliciting your clients or disrupting your business relationships.
  • Use confidentiality agreements: Require employees and partners to sign Non-Disclosure Agreements (NDAs) to protect your trade secrets and client lists.
  • Track competitor conduct: If you suspect a third party is trying to poach your clients or pressure your partners to breach agreements, document the timeline of their actions.
  • Preserve evidence: Save all emails, text messages or internal memos that show a third party knew about your existing contracts and intentionally caused a breach.
  • Know your legal options: If you suspect a third party is crossing the line, learning about the steps available to you early can help you respond quickly and protect your business interests before the situation gets worse.
With the right protections in place, you are in a much stronger position to guard the business relationships you have worked hard to build.

Secure the relationships you have built

Tortious interference can quietly chip away at the business relationships you have spent years building. Therefore, the steps you take today, from strengthening your contracts to knowing your legal options, can make all the difference tomorrow. As a result, staying informed and prepared gives you a solid defense against third-party interference.]]> On Behalf of Burkhalter Kessler Clement & George LLP <![CDATA[Choosing a legal partner who creates value beyond the hour]]> https://www.bkcglaw.com/?p=56308 2026-06-25T15:49:14Z 2026-06-25T15:48:16Z Why the hourly mindset is no longer enough Traditional hourly billing creates a fundamental problem. The more time an attorney spends on your matter, the more you pay. This system incentivizes inefficiency rather than results. Business owners cannot predict final costs under this model. The meter keeps running regardless of outcomes. A straightforward contract review might cost hundreds or thousands. The final amount depends entirely on how long the attorney takes. This unpredictability makes budgeting difficult. It can also discourage you from seeking legal guidance when you need it most.

What high-value legal partners do differently

Your business requires more than just a lawyer. It needs a legal partner. A lawyer completes tasks and bills for time. A legal partner invests in understanding your business. They learn about your business model, industry challenges and long-term vision. This understanding enables them to provide proactive guidance. They do not simply react to problems. They propose solutions that align with your strategic goals

Look for entrepreneurial thinking, not just legal expertise

Legal partners who think like entrepreneurs bring an alternative perspective to business challenges. They understand that legal decisions have business implications. Entrepreneurial firms look beyond the immediate legal issue. They ask how a contract structure might affect future fundraising. They consider whether a business entity choice will support planned expansion. This broader view helps businesses make decisions that serve multiple objectives.

Prioritize transparent billing

Legal partners also prioritize transparency in billing. They discuss costs upfront and provide clear explanations of what services include. This openness allows for better financial planning. When your legal counsel understands your objectives, they can focus on delivering value rather than simply tracking hours.

Finding your legal partner

The right legal partner does more than interpret the law. They help your business navigate challenges and seize opportunities. When legal counsel acts as a strategic advisor, their value is measured by outcomes, not hours.]]> On Behalf of Burkhalter Kessler Clement & George LLP <![CDATA[State lawmakers again tackle workplace menopause discrimination]]> https://www.bkcglaw.com/?p=56293 2026-06-21T10:16:14Z 2026-06-21T10:16:14Z Last year, some California lawmakers tried and failed to get protections against discrimination against employees experiencing the symptoms of menopause, as well as better insurance coverage for menopause care, added to the law when Gov. Gavin Newsom vetoed the legislation. This year, they’re trying again with a less costly and more narrowly defined piece of legislation.  The governor, who faced some public blowback after his veto, has already taken steps in his proposed 2026-27 state budget to add resources like greater insurance coverage as well as more education and resources for those experiencing perimenopause, menopause, and post-menopause. It has been estimated that the U.S. loses $1.8 billion in productivity annually due to “menopause-related challenges.”

How would the law change?

The new legislation is focused on the workplace. Specifically, it would amend the state’s Fair Employment and Housing Act (FEHA) to provide protections for those experiencing harassment and discrimination in the workplace based on menopause and related conditions. The FEHA already prohibits discrimination based on protected characteristics, including sex. The proposed change would broaden the characteristic of “sex” to include “perimenopause, menopause, or postmenopause or medical conditions related to [them].” The legislation (AB 1940) would mandate other actions by the state and in the private sector to raise awareness of the changes in the law.  If the legislation passes both chambers and Gov. Newsom signs it, it’s scheduled to take effect July 1, 2027. For California employers, however, it’s always smart to protect employees from all types of discrimination and harassment – even if it’s over something not specifically protected under the law.  While there will still be specific steps that need to be taken if and when the law changes, it should be an easy transition for responsible employers to make. Having experienced and consistent legal guidance can help businesses of all sizes avoid costly and reputation-harming discrimination claims.  ]]> On Behalf of Burkhalter Kessler Clement & George LLP <![CDATA[Responding to workplace discrimination complaints]]> https://www.bkcglaw.com/?p=56289 2026-06-18T07:35:32Z 2026-06-18T07:35:32Z For employers who take strides to foster a community where employees are treated with the utmost respect, it can be a shock to suddenly find themselves facing allegations of discrimination. How a company responds can affect employee trust, workplace culture and potential legal exposure. Employees expect concerns to be taken seriously and handled fairly. A thoughtful response can help address issues while demonstrating a commitment to maintaining a respectful work environment.

Taking complaints seriously from the start

When an employee raises a discrimination concern, employers should do their best to respond promptly and professionally. Delaying action or dismissing a complaint without review can create additional problems and may undermine confidence in the process. Even if a complaint appears minor at first, it is important to evaluate the situation carefully and follow established workplace policies. A thorough investigation is often one of the most important steps in responding to a discrimination complaint. Once an employer has received a complaint, it’s critical to take steps such as:
  • Interviewing the complainant to gain a clear understanding of the allegations and the extent of the alleged discrimination.
  • Conduct a separate interview with the individual accused of harassment while maintaining the complainant's confidentiality whenever possible.
  • Interview relevant employees and witnesses to gather additional information and corroborate facts.
Maintaining neutrality throughout the investigation helps ensure that all parties are treated fairly and that conclusions are based on facts rather than assumptions. Proper documentation is equally important. Employers should keep records of the complaint, investigative steps taken and any corrective measures implemented. Detailed documentation can help demonstrate that the company responded appropriately and made a good-faith effort to address the concerns. If an issue is identified, prompt corrective action may help prevent future problems and support a healthier workplace environment. Employment laws can be complex, and discrimination complaints often involve sensitive issues that require careful handling. Seeking guidance from a legal professional can help employers evaluate their obligations, protect their interests and develop effective strategies for responding to workplace concerns.]]> On Behalf of Burkhalter Kessler Clement & George LLP <![CDATA[5 warning signs of a looming shareholder dispute]]> https://www.bkcglaw.com/?p=56287 2026-06-16T05:53:41Z 2026-06-16T05:53:41Z A disagreement with a business partner can quietly turn into a legal battle. You can spot early signs and protect your company before tensions escalate.

Common signs of a shareholder dispute

Signs often appear before a dispute becomes a lawsuit. These include:
  • Communication breakdowns: Messages slow down or shift to formal, lawyer drafted emails.
  • Demands for financial records: A shareholder asks for full access to company books.
  • Unilateral decisions: A partner signs contracts or makes changes without board approval.
  • Disputes over money: Disagreements arise over dividends, salaries or reinvestment plans.
  • Exclusion from meetings: A shareholder stops receiving invitations to key meetings.
These signs can show up alone or together. Each one deserves attention. Small issues can grow quickly once trust starts to break down. Early attention often gives you more options for a resolution.

Why these signs matter

Shareholder disputes can affect company finances, leadership and daily operations. A demand for records is not just a formality. California law grants shareholders a right to inspect company records under California Corporations Code § 1601. This request often reveals how leadership has used company funds. Formal requests like this can signal that a dispute is moving toward litigation. A stalemate over big decisions can also point to deeper trouble. Partners may disagree on financing, leadership or company direction. The business can stall as a result. In some cases, courts may step in. This could mean a buyout, a dissolution or court ordered oversight. These options can take time and money.  Allegations of misconduct can also raise the stakes. A claim that a shareholder breached a fiduciary duty often triggers formal investigations and demands to preserve documents. Even an unproven accusation can damage trust between partners.

Protecting your business going forward

If you notice these signs, take them seriously while solutions are still possible. An attorney can help you understand your options. These conversations are often easier while relationships remain intact. Early action can help protect your company and your relationships with other shareholders.]]> On Behalf of Burkhalter Kessler Clement & George LLP <![CDATA[What should you do if another company copies your logo?]]> https://www.bkcglaw.com/?p=56285 2026-06-09T15:56:40Z 2026-06-09T15:56:40Z Gather evidence of the copying The first step is to document what you found. Save screenshots, advertisements, social media posts, website pages and any other examples showing how the other company is using the logo. You should also note when you discovered the issue and whether customers appear to be confusing the two brands. Strong documentation can help establish what happened and support any future legal action.

Determine your rights

The next step is to find out whether you have legal rights to the logo. For example, you may have stronger protections if you registered the logo as a trademark, but registration is not always required. Understanding what rights you have can help you determine whether the other company's actions may violate them.

Consider your enforcement options

Once you understand your legal position, you can decide how to respond. In some situations, a cease-and-desist letter may resolve the matter. In others, additional legal action may be necessary to stop ongoing infringement and protect your brand's reputation. The appropriate response often depends on how similar the logos are and whether customer confusion is likely.

Protecting your brand

A company using a logo that looks similar to yours may create unnecessary challenges for your business. If you discover possible infringement, seeking legal guidance can help you understand your options and determine an appropriate response. Taking action early may help you protect the brand you have worked hard to build.]]>