SAC Attorneys LLP

01/08/2019

Immigration Issues Facing California Firms

Anyone engaged in tech or any other cutting-edge industry is aware that there is incredible competition for employee talent. Much of that talent resides outside of the United States, making that competition an international one. As a result, any company wanting to remain competitive must have an expert understanding of the immigration process if they're going to have any hope of recruiting the talent they need. SAC Attorneys LLP frequently provides counsel to companies here in Silicon Valley, in California, and around the world regarding the U.S. immigration and visa process. The following blog post gives a brief overview of this ever-changing process. You need to understand that what worked for your company last year, last month, or yesterday, may not work today. An excellent example of that is the H-4 visa program, an alluring visa program for tech employees and, specifically, their spouses, which is currently under review and attack by the Trump administration.

Whether your business is just starting, or you are an established veteran you require expert immigration counsel to guide you through the foreign employee hiring and visa process. The attorneys at SAC Attorneys LLP are positioned to provide you with that counsel, call 408) 436-0789 for your free consultation.

Overview of Immigration Issues Frequently Faced by Tech Companies

SAC Attorneys LLP frequently help companies attain top talent through the H-1B visa process, which is reserved for positions that require theoretical or technical expertise in specialized fields such as in IT, finance, accounting, architecture, engineering, mathematics, and science. This process can be complicated, especially in the current political environment, which has turned a critical eye to all immigration. Your odds of attracting top talent are low unless you have a well-coordinated approach to H-1B visa process, especially since other firms are vying for the same talent.

Talented tech employees often want their spouses and children to join them in the U.S. and often want their spouses to work under an H-4 visa. These visas are currently under attack by the Trump administration, which stated this week that it may end the H-4 visa process entirely. While stopping the H-4 visa process would not affect the immigration status of H-1B visa holders, it may make U.S. tech firms less competitive than their foreign competitors, as technical employees often look not only for a position for themselves but also for their spouse.

The attorneys at SAC Attorneys LLP often helps companies transfer a foreign employee from a foreign subsidiary to one within the U.S. SAC Attorneys LLP have the experience to handle these routine lateral transfers, which are achieved through the L-1 visa process. The L-1 visa is designed for the transfer of certain employees between two or more related entities in the U.S. and another country. It may also be suitable where a non-US company wants to establish a subsidiary or branch in the U.S.

Finally, SAC Attorneys LLP also advises companies regarding their need to have foreign experts to attend meetings, trade events, and training for limited periods. This sort of work may require a B-1 visa. The B-1 Temporary Business Visa allows for participation in consulting, traveling the U.S. for training, negotiation, conventions, and other activities valuable for the business.

Get the Legal Help You Need Today

Whether you are a business leader in California or are on the path to be one, you understand that you need expert advice regarding recruiting the best talent. That talent often comes from abroad, requiring expert immigration counsel to ensure that you can acquire the expertise you need when you need it. If you are employing foreign talent, you cannot afford to stumble through the visa process, especially because the immigration landscape is changing daily. You need experienced legal guidance; for a free initial consultation, contact SAC Attorneys LLP today at (408) 436-0789. Based in San Jose, California, their law firm is prepared to represent clients in Mountain View, Los Gatos, Cupertino, Fremont, Palo Alto, Santa Clara County, Silicon Valley, and around the world.

01/08/2019

What’s the Difference Between Different Types of Mergers and Acquisitions?

Many laypeople talk about “mergers and acquisitions” or “M & A” work as if the two were similar or go hand in hand. In fact, the attorneys at SAC Attorneys LLP find that many of the people who throw these terms around actually know very little about mergers and acquisitions and the different strategies and techniques companies use when acquiring other businesses. If you are considering purchasing a company or are being courted for a takeover, you will need expert legal counsel to explain and lead you through the process. The attorneys at SAC Attorneys LLP are positioned to provide you with that counsel, call SAC Attorneys LLP for your free consultation today at (408) 436-0789.

Overview

Legally, there are three primary methods for acquiring a business, an asset purchase, a stock purchase, or a merger. The following post details each of these methods’ strengths and weaknesses.

Asset Purchase

An asset purchase is when a purchasing company acquires the assets of another company, with the goal of running the purchased company, or a part of the purchased company, post-sale. When a company purchases another company’s assets, the liabilities attached to those assets stay with the original owner.

In essence, this is a “gutting” of the purchased company, taking the valuable assets required to run the business and leaving behind any liability associated with those assets. One risk to the purchasing company is that the purchased part may not be sufficient to keep the business running under new ownership. As a result, asset purchases are most often used when the purchasing company really wants specific assets such as patents or other intellectual property from the purchased company and does not care if the company remains viable. Another risk stemming from acquiring too few assets is that the selling company may have retained enough assets to become a competitor. As you can imagine, asset purchases are not favored by companies being purchased, as they are often left with insufficient assets to continue their business as a going concern, yet retain all of the liabilities of their pre-sale business. In short, an asset purchase is attractive when the purchasing company only wants specifically, easily divisible parts of another company such as intellectual property and there are significant or unknown liabilities attached to those assets.

Stock Purchase

In a stock purchase, the company purchasing the business buys it directly from the shareholders through the purchase of their stock. The acquired company continues as a going concern, with all of its assets and liabilities, but with a new owner owning the majority of the stock.

As opposed to an asset purchase, a stock purchase usually results in a new owner taking on a business and all of its liabilities—both known and unknown. This is the danger of a stock purchase, as the purchasing company buys stock without necessarily knowing the liabilities lurking in the purchased company’s books.

A stock purchase is premised on shareholders being willing to sell their stock. This will only work the purchasing company can offer an attractive price, as there is no other way to make them sell their shares. A stock purchase usually works best when there are a small number of shareholders to convince to sell.

Merger

A merger occurs when two distinct, legal entities become one. Each entities’ assets and liabilities become mutually owned by the surviving entity. Mergers require the approval of each entities’ board of directors and a majority of shareholders. Usually one company purchases and subsumes the purchased company, which continues as a going concern within the purchasing company. A merger is attractive if a company wishes to continue to run another company and understands and is willing to take on the purchased company’s liabilities.

Attain the Counsel You Need Today

If you are involved in or are considering an asset purchase, stock purchase, or merger, you require expert business law advice. For a free initial consultation, contact SAC Attorneys LLP today at (408) 436-0789. Based in San Jose, California, SAC Attorneys LLP is prepared to represent clients in Mountain View, Los Gatos, Cupertino, Fremont, Palo Alto, Santa Clara County, Silicon Valley, and around the world.

01/08/2019

The New California Independent Contractor Test and How it Affects the Gig Economy

As any business leader today knows, the economy is shifting from a place-based, brick and mortar economy to an office-less “gig economy” populated by independent contractors often only linked to their employer by a phone app. While this shift dramatically changes the workplace dynamic, it also creates some unforeseen pitfalls for employers. The California Supreme Court recently added pitfalls to this complex landscape in its April decision, Dynamex Operations West, Inc., v. Superior Court, S222732 (Cal. 2018), which re-vamps California’s independent contractor test.

Whether your business is just starting to engage gig economy employees or is a veteran of this new workplace, you need expert counsel to guide you through this rapidly changing landscape. The attorneys at SAC Attorneys LLP are positioned to provide you with that counsel, call (408) 436-0789 for your free consultation.

Independent Contractors vs. Employees, Understanding the Basics

As a starting point, the gig economy is primarily premised on workers enjoying tremendous freedom—no boss, no office to report to, no specified hours. Usually, that freedom arrives because the workers’ productivity is managed through technology such as an app. This freedom is good news for employers, as it results in gig economy workers being classified as “independent contractors.” In trade for their freedom, independent contractors receive few benefits and legal protections, a benefit to employers. But not every employee can be an independent contractor. Under federal tax law, the IRS only allows workers that pass the “right to control” test to be deemed independent contractors, which means that the employer only controls the results of the employee’s work, not what work is done or how it is done. California has a more elaborate test, and employers need to understand that the test was recently revamped.

Independent Contractors vs. Employees, Understanding Changes to California Law

In California, a company must show that a worker passes a three-part test to prove that he or she is an independent contractor. This new “ABC” test represents a dramatic change in California’s employment law landscape, upending a complicated, multi-factor test that had been in effect since 1989.

The New “ABC” Test

The California Supreme Court held that “[i]n determining whether, under the suffer or permit to work definition, a worker is properly considered the type of independent contractor to whom the wage order does not apply, it is appropriate to look to a standard, commonly referred to as the “ABC” test, that is utilized in other jurisdictions in a variety of contexts to distinguish employees from independent contractors.” Under the ABC test, an employer must demonstrate that the employee meets the following factors to prove that the employee should be classified as an independent contractor:

A. that the worker is free from the control and direction of the hiring entity in connection with the performance of the work, both under the contract for the performance of the work and in fact;

B. that the worker performs work that is outside the usual course of the hiring entity’s business; and

C. that the worker is customarily engaged in an independently established trade, occupation, or business.

Under this new ABC test, if an employee fails any one of the above factors, he or she will be considered an employee, not an independent contractor. That means the employee will now be subject to wage and hour, overtime, benefits, and other laws that come at a significant cost to the employer.

All California Gig Economy Employers Should Review Independent Contractor Status

The new ABC test changes the landscape of the gig economy. You will likely recognize part “A” of the ABC test from the pre-existing IRS “right to control” test discussed above. But B and C present new complexities that may deal a blow to the gig economy’s widespread use of independent contractors. Specifically, a company will want to clearly enunciate that their workers are not engaged in work that the company routinely engages in themselves to avoid prong B. For example, a package delivery company such as UPS or FedEx would likely have a hard time proving that its delivery drivers are independent contractors under the ABC test, as delivering packages is the core of their business. But it is unclear how ride-sharing companies such as Uber and Lyft will navigate that prong. Similarly, a company will want to demonstrate that employees are engaged in an “independently established trade, occupation, or business” such as freelance writing or cab driving to avoid prong C. This will be a difficult hurdle for some companies that want to employ freelancers in creative work or piecework. In the end, because independent contractor status is the foundation of the gig economy, the Dynamex decision will require gig economy businesses to sit down with experienced counsel and examine whether their employee designations remain viable.

Attain the Counsel You Need Today

Every business can benefit from expert business law advice. But if you are now employing workers in the gig economy, you need expert guidance to navigate the tax, employment, and business law pitfalls that surround this new workforce. For a free initial consultation, contact SAC Attorneys LLP today at (408) 436-0789. Based in San Jose, California, SAC Attorneys LLP is prepared to represent clients in Mountain View, Los Gatos, Cupertino, Fremont, Palo Alto, Santa Clara County, Silicon Valley, and around the world.

01/08/2019

How to Survive the Surge in I-9 Audits

Are you regularly auditing your I-9 compliance? If not, you may be in for a rude awakening. ICE, or U.S. Immigration and Customs Enforcement, has ramped up their I-9 enforcement tremendously under the Trump administration. Arrests are up 400%, and worksite investigations are double what they were in 2017. The cost to companies is extreme, $97.6 million in forfeitures, fines, and restitution with a further $7.8 million in civil penalties. In 2017, Asplundh Tree Experts Co. was assessed a $95 million penalty—$80 million in forfeited funds and a $15 million fine. The attorneys at SAC Attorneys LLP have attached an ICE press release touting their work but want to focus this article on what you should be doing as a business to avoid an I-9 enforcement action from disrupting your business.

If you would like help auditing your I-9 compliance, need I-9 training, or if ICE has issued a Notice of Inspection (NOI) to your company, the attorneys at SAC Attorneys LLP have expertise in both immigration and human resources law and are positioned to provide you with immediate counsel. Call SAC Attorneys LLP for your free consultation today at (408) 436-0789.

What’s an NOI?

As you likely know, Form I-9 is used for verifying the identity and employment authorization of individuals hired for employment in the United States. An NOI is a tool used by ICE to notify a company that the government intends to audit the company’s Form I-9’s. Do not be confused and think that an ICE audit is not a serious matter. An NOI can be used to create a case for significant civil penalties and may even form the basis for a subsequent criminal prosecution.

What Should Your Company Already be Doing to Avoid I-9 Issues?

I-9 Audits. All companies should undertake regular, internal I-9 audits under the direction of experienced human resources counsel. Companies should scrutinize their pre-hire applications, I-9 retention schedules, photocopying policies, reverification, and other human resources processes to ensure compliance with immigration law. The audit should also include an internal assessment of human resources policies and procedures.

After the audit is complete, the company should replace any I-9’s that are missing, fix any errors in existing I-9’s, as well as taking appropriate action to address expired work authorizations, fraudulent documents, and other issues. Demonstrating that you proactively addressed any failures may establish a good faith defense in the event of an ICE audit, and often minimizes fines and penalties.

Train Your Human Resources Staff. While updated and carefully written policies and procedures can reduce errors, HR personnel turnover, combined with the new Form I-9 and updated guidance, make training, job aids, and in-house subject matter expertise critical. Aside from imparting technical knowledge, training should highlight the importance of the Form I-9 and the need to take the application and hiring process seriously. Experienced human resources counsel can help you develop and deliver this training. Review free government related online resources and organize an accessible library for your human resources staff and keep those materials up to date. This is the time to invest in human resources. Prioritize immigration compliance today to prevent a far costlier NOI process from interrupting your business tomorrow.

Get the Legal Help You Need Today

ICE has shown that they intend to scrutinize every company’s hiring practices for the foreseeable future. Whether you know you are employing foreign workers or believe that your workforce is entirely domestic, you cannot afford to handle immigration and visa issues informally. The current administration has voiced its intolerance for violations, and ICE’s enforcement numbers indicate their seriousness. You need expert human resources and immigration law advice. For a free initial consultation, contact SAC Attorneys LLP today at (408) 436-0789. Based in San Jose, California, SAC Attorneys LLP is prepared to represent clients in Mountain View, Los Gatos, Cupertino, Fremont, Palo Alto, Santa Clara County, Silicon Valley, and around the world.

Source:

From Oct. 1, 2017, through May 4, HSI opened 3,510 worksite investigations; initiated 2,282 I-9 audits; and made 594 criminal and 610 administrative worksite-related arrests, respectively. In comparison, for fiscal year 2017 – running October 2016 to September 2017 – HSI opened 1,716 worksite in...

01/08/2019

Sole and General Proprietorships and Limited Partnerships

One of the core practice areas of SAC Attorneys LLP is business formation. Clients in Silicon Valley often come to SAC Attorneys LLP with a tremendous amount of excitement around the creation of their new business. But while they may be experts in their area of expertise, they often know little more about business formation than the acronyms that the attorneys at SAC Attorneys LLC all see in their day to day life such as “LLC,” “LLP,” “C-Corp,” and “S-Corp.” It’s important to know that these aren’t inconsequential designations—decisions regarding how you incorporate your business can stimulate or stunt your growth, depending on how it’s handled. A poorly executed business formation today can result in anguish and lost profit tomorrow. In this blog post, we’ll discuss the most basic forms of corporations, sole proprietorships, general proprietorships, and limited partnerships.


Whether your company is just starting up or is ready to step up to the next level of complexity, you need expert counsel to guide you through the incorporation process. The attorneys at SAC Attorneys LLP are positioned to provide you with that counsel, call (408) 436-0789 for your free consultation.

Sole Proprietorship Pros and Cons

A sole proprietorship is the simplest business entity. Under this entity form, one person owns and completely controls a business. If you launch a new business and are the only owner, you are automatically a sole proprietorship under the law. There’s no need to register a sole proprietorship with the state, though you might need a business permit from your local municipality. The attorneys at SAC Attorneys LLC most frequently sees freelancers, consultants, and other individual professionals working as sole proprietors, but it’s also a viable option for more established businesses with a single owner.

There are several positive aspects to a sole proprietorship. They are easy to create, with no paperwork formalities, and tax filing for a sole proprietorship means only filling out a Schedule C-Profit and Loss from Business along with your personal tax filing.

The negative aspects of a sole proprietorship can be significant. First and foremost, the individual who is the sole proprietor is personally liable for all of the business’s debts and liabilities. That means if the company is sued, your personal assets (i.e. your home, savings, and car) can be taken to pay the suit. In essence, the business is part of the individual owner, and the individual is liable for any problem the company may run into. Accordingly, a sole proprietorship is not advisable for any enterprise that may result in significant liability.

General Partnership (GP) Pros and Cons

Partnerships are very similar to a sole proprietorship; obviously, a key difference is that the entity has two or more owners. There are two types of partnerships: general partnerships (GPs) and limited partnerships (LPs). All partners actively manage the business and share in the profits and losses in a general partnership.

Like a sole proprietorship, one of the primary advantages to a GP is that they are easy to create, with very little paperwork. Business losses can be deducted from the owners’ personal tax returns.

However, also like a sole proprietorship, a GP leaves its owners personally exposed to any liability. That becomes more complex in a GP, where each owner becomes liable for the others’ negligence. Thus, your potential liability is compounded in a GP based on the number of other owners. Accordingly, in a low liability business created by close, trusted co-owners, a GP may be the appropriate entity. But if there is any degree of liability or complexity involved, this entity type should probably be avoided.

Limited Partnership (LP) Pros and Cons

Unlike a sole proprietorship and a GP, an LP is a business entity registered with the state. In an LP, partners come in two types: those who own, operate and assume liability for the business (general partners), and those who act only as investors (limited partners, sometimes called “silent partners”). General partners control the business and assume the liability that comes with that control. Limited partners have no control over the operation of the business. As a result, they have fewer liabilities. They typically act as investors in the business and also pay fewer taxes because they have a more tangential role in the company.

A LP is a favored option for those businesses trying to build on the backs of investors. In this model, investors can invest without accruing personal liability. The general partners retain control of the business but maintain control over business decisions. Finally, the limited partners can come and go without affecting the partnership.

For the general partners, there is still personal liability for business decisions and the decisions of the other general partners. This remains a significant risk. While this is an attractive model for limited partners, they too can become liable if they take any active role in the company’s management.

Attain the Business Counsel You Need Today

What is the right entity formation for your business? If you are forming a new business, you need expert guidance to make sure that you are choosing the enterprise structure that will suit you best today and tomorrow.

For a free initial consultation, contact SAC Attorneys LLP today at (408) 436-0789. Based in San Jose, California, SAC Attorneys LLC is prepared to represent clients in Mountain View, Los Gatos, Cupertino, Fremont, Palo Alto, Santa Clara County, Silicon Valley, and around the world.

01/07/2019

Silicon Valley’s Pre-eminent Business Immigration Law Firm.

02/23/2018