The award’s recipient is elected by members of CouncilONE. It recognizes the member who has demonstrated dedication to the growth and overall impact of the council for the prior calendar year. Ms. Ariathurai has worked diligently as Membership Chair of CouncilONE’s South Bay Group, successfully recruiting many new candidates to the Group in 2023.
“I vote for Lynnette Ariathurai. Lynnette shows commendable dedication to the Council, helping grow our network, is always happy to collaborate, and connect people together. She introduced me to CouncilONE and spoke so passionately about the group, I could not but say yes to join (she was right). She definitely deserves the award for this year,” says Eliane Selwan, a new member of the South Bay Group.
About CouncilONE Advisors
CouncilONE is a collaborative forum for experienced advisors and consultants who want to Connect, Collaborate and Grow with other trusted professionals to provide a wide range of services and expertise to Bay Area businesses. Our members are highly knowledgeable in the areas of Accounting, Banking, Financial Services, Human Resources, Insurance, Marketing, Real Estate, Recruiting, Sales, Technology, and Legal Matters, and more.
As CouncilONE members, we share leads and refer business opportunities, but most of all, we network to build trusted relationships and serve our clients.
Jonathan Leidy CFA | CFP® | AIF® Portico Wealth Advisors +1 415-925-8700 firstname.lastname@example.org
Businesses and organizations make major investments into finding, recruiting, hiring, and training employees. If a direct competitor tries to swoop in and take all your qualified staff, it could cause serious harm to your business. California law provides some limited legal protection in this scenario—but employee poaching is technically not a prohibited practice. In this article, our Fremont business law attorney provides an overview of the key things companies should know about the regulations surrounding employee recruitment and hiring in California.
Know the Law: California is an At-Will Employment State—But Workplace Raids are Banned
Businesses in California are right to be worried about protecting their human capital. Companies make tremendous investments into training employees. A competitor may try to come in and take your qualified staff. At the same time, California is an “at-will” employment state. Employees can leave a company for any reason. The law does not stop them from joining a competitor.
In fact, California allows businesses to recruit directly from competitors. State law does not specifically ban the practice of employee poaching—whereby businesses actively seek out and hire workers from their competitors. As frustrating as it can be to deal with a competitor that is recruiting your employees, it is not an unlawful practice.
With that being said, there is an important limit: California does bar workforce raids. That is viewed as an anti-competitive, monopolistic practice. A competitor that attempts to raid your staff—meaning they aggressively try to hire many (or all) of your employees at once—may be in violation of state law. A workforce “raid” is distinct from lawful hiring recruitment.
The Best Legal Strategy to Protect Against Employee Poaching: Employment Agreements
Employers are not entirely helpless against the forceful recruiting of their staff. One of the best approaches to safeguard against employee poaching is to use well-written employment agreements. These contracts should clearly outline the terms of employment—including job responsibilities, salary, benefits, and duration. A contract may be structured so that an employee is strongly (financially) disincentivized from joining a competitor for a predetermined time.
In California, businesses should avoid including non-compete provisions within an employment agreement. Non-competes are not enforceable in California. Indeed, in September of 2023, California Governor Gavin Newsom signed Senate Bill 699 into law—legislation that further expands the state’s ban on non-compete agreements. In other words, an employment agreement cannot directly bar an employee from joining a competing firm in the future.
The bottom line on understanding the regulations surrounding employee recruitment and hiring in California: the state allows competing businesses to recruit directly from each other’s staff—as long as they avoid anti-competitive mass “raids.” Companies can use employment agreements to help retain their staff.
Get Help from Our Fremont, CA Business Law Attorney Today
Lynnette Ariathurai is a business lawyer with considerable experience helping companies navigate California’s employment, recruitment, and employee poaching laws. If you have questions about your rights, your options, or protecting your employees, please do not hesitate to contact us today. With an office in Fremont, we work with businesses throughout the Bay Area.
Medicine is a highly competitive field in the Bay Area. The Medical Board of California reports that there are nearly 170,000 licensed doctors in the state. There are many thousands of professional practices. This raises an important question: Can medical practices in California protect their competitors from stealing employees? The short answer is that our state has very limited regulations to protect business, but medical practices have some options for keeping staff. Here, our Fremont business lawyer for medical practices highlights the key things you should know about the laws around stealing employees from a competing business in California.
What Medical Practices Should Know About California Law on Stealing Employees
The most important piece of background information for medical practices to understand is that California is an at-will employment state. Either the employer or the employee can end their working relationship at any time for almost any reason, except for an illegal reason. Further, there is no employee poaching statute in California. Quite the contrary, a medical practice can lawfully recruit and hire the employees of a direct competitor.
That being said, there are limits. Most notably, the law strictly prohibits large-scale workplace raids of a competing business. It is a violation that occurs when a business—including a medical practice—intentionally targets another business and tries to hire away a significant number of its staff all at once to undermine that competing firm.
Medical Practices Can Use Employment Contracts to Protect Staff
While the law does not prohibit general employee “stealing” by competing business, there are proactive steps that medical practices in California can take to protect the investment that they made in finding, building, and training their staff. The best option is generally a well-drafted employment agreement. These contracts outline the terms and conditions of an employee’s relationship with the medical practice. While non-compete agreements are not valid in California, an employment agreement could help to keep your staff in place. It may require advance notice and/or the repayment of certain bonuses if your employee leaves the practice before the end of their agreement.
A Medical Practice in California May Protect Proprietary Business Information with an NDA
Although California medical practices ultimately have somewhat limited options for stopping an employee from joining a competitor, they have far stronger options for protecting their sensitive business information. A non-disclosure agreement (NDA) can provide much needed protection if an employee had access to proprietary information about your medical practice. An NDA is a legal document that requires employees to keep certain information confidential for a predetermined period.
Contact Our California Business Lawyer for Medical Practices Today
Lynnette Ariathurai is a top-tier business attorney with extensive experience working with medical practices. If you have any questions about California law regarding the stealing of employees from a competing medical practice, we are here to help. Contact us today for a completely confidential initial case review. From our Fremont office, our firm serves clients throughout the Bay Area.
The California Hospital Association defines a group practice as a “medical practice comprised of two or more physicians organized to provide patient care services.” All group medical practices need a strong, well-developed legal structure plan. Understanding the role/responsibilities of the different players in the business is essential. In part one of this series, our Bay Area medical practice law attorney discusses legal controls for group medical practices in terms of shareholders, partners, the board of directors, and managing partners.
In California, a medical practice will generally be formed as a Professional Corporation (PC) under the state’s Moscone-Knox Professional Corporation Act. As a rule, a person must be licensed in the practice of medicine to be eligible to be a shareholder for a group medical practice.
Shareholders in a medical practice are typically the owners of the company. They have invested capital into the practice and, as a result, hold a vested interest in its success. Shareholders often have the power to vote on major decisions affecting the practice.
The rights and responsibilities of a shareholder in a group medical practice will depend, in part, on the structure of the business, including their stake in the company. A majority shareholder will have far more influence than a shareholder who owns a small stake.
The Board of Directors
The Board of Directors is responsible for the strategic direction and oversight of the medical practice. Members are often elected by the shareholders—and, in many cases—are shareholders themselves. Key responsibilities of the Board of Directors typically include establishing governance policies, ensuring the practice adheres to legal standards, financial oversight for the business, and strategy planning.
The managing partner of a group medical practice is a person in a key leadership role. Most often, the managing partner is a senior physician who owns a significant stake in the business. The role of managing partner typically blends clinical medical expertise with strong business skills. Business leadership is important to ensure effective management of the medical practice’s operations.
The managing partner of a medical practice who is often the individual responsible for overseeing day-to-day operations and ensuring that the practice runs smoothly
Not just anyone can serve as the managing partner for a group medical practice In California. The role is highly regulated due to our state’s strict adherence to the Corporate Practice of Medicine (CPOM) doctrine. A medical practice must be owned and managed by licensed physicians—as such, the managing partner must be a licensed doctor.
Contact Our Bay Area Business Law Attorney for Group Medical Practices Attorney
Lynnette Ariathurai is a top-tier, solutions-driven advocate for clients. With extensive experience representing group medical practices, we have professional knowledge that you can rely on for questions about legal controls. Contact us today to set up your confidential consultation. From our Fremont law office, we work with group medical practices through the Bay Area.
Three are approximately 120,000 licensed physicians who are actively practicing in the state of California. Health care is a highly regulated, ultra-competitive industry. A medical practice needs the right foundation to succeed—and that includes a well-considered compensation structure for physicians. Here, ourBay Area medical practice lawyer provides an overview of the most common compensation structures for medical practices and discusses some issues to consider.
Understanding Compensation Structures for Medical Practices in California
Whether you are building a medical practice from the ground up or adding a new physician to an existing group practice, it is imperative that you have a comprehensive structure in place for compensation. In California, compensation structures for doctors often fit into one of the following three broad categories:
● Physicians paid based on their own collections: In California, a common compensation structure for medical practice is paying physicians based on their own collections. A pro is that this model incentivizes individual performance—as a physician’s pay is directly tied to the revenue they generate through patient services. However, a con is that it can sometimes create vast disparities among physicians in a group practice.
● Physicians paid a percentage of group collections: Alternatively, some practices adopt a model where physicians are paid a percentage of the group’s total collections. An advantage is that this approach fosters a more collaborative environment, as all practitioners contribute to and benefit from the group’s overall success. A potential downside is that this type of compensation model might diminish the motivation for high performance.
● A hybrid model of physician pay: A hybrid model combines individual and group performance metrics to determine compensation. The structure aims to balance personal initiative with team collaboration. Physicians are rewarded for their individual contributions as well as their participation in the collective success of the practice. However, this type of model can be complex to administer.
What to Know About Federal and State Regulations for Physician Profit Sharing
A physician in California can be compensated, fully or partially, based on profits ensured by a group medical practice. That being said, any profit-sharing arrangement used to compensate a licensed doctor must comply with all applicable state and federal regulations, including the Stark Law and the federal anti-kick back statutes. Here is a basic overview of these regulations:
Stark Law: Named after Congressman Pete Stark, this is a federal law that prohibits physician self-referral. Specifically, it forbids doctors from referring Medicare or Medicaid patients to entities with which they or their immediate family members have a financial relationship—unless one of the narrow legal exceptions applies. This law aims to prevent conflicts of interest in physician referrals and ensure that medical decisions are based on patient need rather than potential financial benefits for the referring physician. Notably, California has a state-level version of the Stark Law, known as the “California Physician Self-Referral Law.” The law extends the principles of the federal Stark Law to services payable by any source, not just Medicare or Medicaid.
Federal Anti-kickback Statutes: The federal anti-kickback statute is a U.S. law that prohibits the exchange of anything of value in an effort to induce or reward the referral of federal healthcare program business—including Medicare and Medicaid. It aims to prevent healthcare providers from making medical decisions based on personal financial gain. Violations of this law are considered felonies and can result in significant penalties, including fines and imprisonment, as well as exclusion from participating in federal healthcare programs.
When a group medical practice in the Bay Area sets up a compensation system for its physicians, it is imperative that they do so in a manner that does not run afoul of the Stark Law, the California physician self-referral law, or federal anti-kickback statutes. A business lawyer with experience working with group medical practices can help your company put the right structure in place.
Allocation of Expenses is an Important Issue and May be Challenging to Calculate
As part of the process for developing a compensation model for a group medical practice in California, it is important to consider the allocation of expenses. Expenses matter to a business as much as revenue generated. Some key factors that must be evaluated include:
● Overhead: Understanding and allocating overhead costs is crucial in any compensation model. These expenses include rent, utilities, insurance, and equipment. Properly attributing these costs ensures financial fairness and transparency within the practice.
● Staffing/managers: Staffing costs, including salaries for support staff and managers, represent a significant portion of practice expenses. Equitable allocation of these costs among physicians is essential for a fair compensation model.
● Practice vs. personal: Finally, distinguishing between practice-related and personal expenses is vital. Personal expenses, such as individual professional development or specific equipment, should be clearly differentiated from general practice expenses.
Contact Our California Business Lawyer for Medical Practices Today
Lynnette Ariathurai is a business law attorney with extensive experience representing medical practices. If you have any questions or concerns about the right compensation structure for your medical practice, we are here to help.Contact us today for a strictly confidential, no obligation consultation. From our office in Fremont, we work with medical practices throughout the Bay Area.
We Help Businesses Navigate the Estate Considerations When a Physician Dies in California
When a still-practicing doctor passes away, it will cause serious complications for their business. It is imperative that physicians who own a professional practice have a proper business estate plan in place. Lynnette Ariathurai is an experienced business lawyer for medical practices. Our firm provides solutions-focused legal representation to clients. If you have any questions about estate considerations when a doctor dies, we are here to help. Contact our Fremont law office today for a strictly confidential consultation with a California business lawyer for medical practices.
Why It Matters: Death of Doctor Will Radically Alter the Course of a Business
Of course, estate planning is key for personal reasons. A well-planned estate can help make things easier for family and other loved ones. For doctors who own their own practice in California, there are also major business considerations. The unexpected death of a doctor can send shockwaves through a medical practice. Addressing these challenges requires a proactive and well-developed estate plan for the business.
California Law Requires Medical Professionals to Own/Operate a Medical Practice
In California, the ownership and operation of a medical practice are strictly regulated. Under the state’s Moscone-Knox Professional Corporation Act, only licensed professionals can own and manage a medical corporation. In other words, heirs or estate executors without medical licenses cannot directly continue the operations of the deceased doctor’s practice on their own. It is crucial that there is a plan in place for another doctor—whether a doctor already in the practice or a doctor who owns a separate practice—to assume control of the business.
A Buy-Sell Agreement is a Key Estate Planning Tool for Protection of the Business
One essential estate planning tool for doctors in California is the buy-sell agreement. This legally binding contract details the process for the remaining partners or specified individuals to purchase the deceased’s interest in the business. It can set the valuation method for the practice, ensure there is a source of funding, and put other conditions in place for a potential sale or transfer.
California Law Requires Notification of Patients by a Successor-in-Interest
When a doctor passes away, their patients’ continuity of care is a paramount concern. California law mandates that within 30 days of the doctor’s death, a notification must be sent to patients by the successor-in-interest or the person who takes responsibility for the business. The notification should provide basic guidance for patients for obtaining their medical records, finding alternative care providers, and/or transferring their care to another medical practice.
Estate Considerations are Complicated: How a Business Attorney Can Help
Business planning is complicated—especially when it comes to estate considerations after a doctor has passed away. An experienced business law firm helps clients put proactive business estate plans in place for their medical practices—including buy-sell agreements. We offer business law guidance to medical practices that are already dealing with the unexpected passing of a doctor.
Contact Our California Business Lawyer for Doctors
Lynnette Ariathurai is a top California business lawyer with extensive experience working with medical practices. Have questions about estate considerations after a doctor’s passing? We are here as a resource. Contact us today for your confidential initial consultation. We help medical practices with business-related estate planning throughout the San Francisco Bay Area.
We Help Medical Practices with Buy-Sell Agreements in the Bay Area
Do you own and operate a medical practice in California? If you share ownership rights with any other party, it is imperative that you have a well-drafted buy-sell agreement in place. It is important to hire a solutions-driven business lawyer with extensive experience advising medical practices. If you have any questions about buy-sell agreements, we can help. Contact us at our Fremont law office today to set up your confidential, no obligation initial consultation.
What is a Buy-Sell Agreement?
A buy-sell agreement (buyout agreement) can be a contract between co-owners of a business. Most often, the agreement lays out the procedure under which the shares of a departing owner will be distributed or sold if they decide to exit the business due to various reasons—such as death, disability, or retirement.
Why Buy-Sell Agreements Are So Important for Medical Practices in California
While many business owners can benefit from a buy-sell agreement, these types of contracts are especially vital for medical practices. California law mandates that a medical practice must be owned and operated by a licensed medical professional (Moscone-Knox Professional Corporation Act). If a physician partner suddenly departs, another licensed professional must own the business. The practice cannot be directly transferred to most other parties—such as a non-physician spouse. A well-drafted buy-sell agreement helps to ensure a proper transition plan is in place.
A Buy-Sell Agreement Should be Customized to Meet the Needs of a Medical Practice
Every medical practice has its unique dynamics, professional relationships, and future aspirations. As such, a generic, one-size-fits-all buy-sell agreement can lead to complications down the road. It is crucial that the agreement reflects the individual needs and circumstances of the medical practice. Especially taking into consideration the assets and liabilities of the practice. You will want to make sure that you address any unique issues related to your practice.
Key Elements of a Well Drafted Buy-Sell Agreement
Although every buy-sell agreement should be customized to meet the needs of the medical practice, there are some key issues that should always be considered and addressed. Here are some of the most important elements that you will find in a typical buy-sell agreement:
Valuation: Parties should define how the practice will be valued—whether through a predetermined formula or by a specified third-party professional.
Trigger: The contract should clearly state the situations (death, disability, retirement, etc.) that will activate the buy-sell provisions.
Funding: A properly drafted agreement will explain how the buyout will be funded—whether through insurance, personal funds, or outside financing.
We Help Medical Practices Negotiate and Draft Buy-Sell Agreements
Contact Our California Business Lawyer for Medical Practices
Lynnette Ariathurai is a business law attorney for medical practices who has extensive experience with buy-sell agreements. Contact us today for your confidential consultation. We help medical practices with the negotiation, drafting, and review of buy-sell agreements throughout the Bay Area.
Contracts are at the foundation of most modern commercial relationships—especially in construction and other trades. It is imperative that contractors have properly drafted agreements—including their pre-agreement estimates. Language matters. Here, our Fremont business contracts lawyer provides an overview of some of the most important legal language to include in contracts and estimates to reduce the risk of liability.
Legal protection for contractors often starts with a well-drafted indemnification clause. Broadly defined, an indemnification provision is a contract term that holds that one party is responsible for compensating the other party for any harm, loss, or liability. Any contract or estimate presented by a contractor should clarify indemnification. It is a big issue for contractors working with subcontractors or other parties on a project. For contractors, a well-drafted indemnification provision can help to shield you from third-party claims.
Limitation of Liability Clauses
Limitation of liability is another essential piece of legal language for contractors. In effect, this type of contract provision limits the total amount of liability of a contractor. These clauses can be enforceable in California. However, they must be properly drafted. Under California law (Cal. Civ. Code § 1668), contractors cannot limit their liability with regard to certain acts or omissions—such as gross negligence, willful misconduct, or certain statutory violations.
For example, imagine that a contractor violated certain health and safety laws during a project. As a direct result, their customer sustains significant damages. Not only does a new California law (AB 1747) raise the potential statutory penalties that a company could face to up to $30,000, but such a violation could also render a limitation of liability clause unenforceable.
Limitation of Damages Clauses
Similar in intent to the limitation of liability clauses, limitation of damages clauses explicitly define and often cap the damages recoverable by the other party. For instance, this type of contract term may stipulate that consequential damages cannot be sought. Under California law (Cal. Com. Code §2719(3)), a limitation of damages clause cannot be deemed unconscionable. If a limitation of damages is ruled unconscionable by a California court, it could be set aside.
Dispute Resolution Provisions
Dispute resolution provisions can also affect contract terms for companies to limit their liability risks. A key advantage of a well-drafted dispute resolution clause is that it can help a contractor
avoid the costs and unpredictability of litigation. These contract terms stipulate that parties agree to resolve disputes through methods like mediation or arbitration rather than going to court. For example, many contractors opt to include an arbitration provision in a contract. To be enforceable in California, this clause must be properly drafted.
Get Help from Our California Business Law Attorney for Contractors
Lynnette Ariathurai is a business lawyer with extensive experience drafting, reviewing, and negotiating contracts for contractors and construction companies. If you have any questions about reducing your liability risk, please contact us for a confidential initial consultation.
Are you preparing to set up your own construction company? It is imperative that you have the right structure in place. Here, our Fremont lawyer for starting a business highlights the key things to know about setting up a successful construction company in California.
Know the Licensing Requirement: CSLB Contractor’s License
To start a construction company in California, you must have the proper license. If you already have a California State License Board contractor’s license, you can start a construction company right away, regardless of whether you have any prior history owning your own business. In other words, you can start your own construction company today if you have a CSLB contractor’s license, but you have only ever worked for other employers.
We Help CSLB Contractors With their Application for an Entity License
Companies providing contractor services will need a CSLB license. Navigating the complexities of obtaining an entity license can be daunting for CSLB contractors who are preparing to start their own company. Our team can help. We are committed to simplifying the process and providing comprehensive assistance tailored to the unique needs of each contractor. With in-depth knowledge of the requirements, we ensure your application is complete and accurate. For construction companies in California, bonds are generally required. Of course, obtaining the proper insurance coverage is also incredibly important. For some types of entity licenses, workers’ compensation coverage is required even if the company has no employees.
Other Important Legal Needs for Starting a Construction Company in California
Beyond obtaining the CSLB contractor’s license and the business entity license, there are several other key considerations that you need to address when starting a construction company. Some other notable legal needs for setting up a construction business in California include:
City business license (business permit): Most cities in California have their own regulations regarding business operations. Before you can legally run a construction company in a local area, it is essential you secured any required business license/business permit. The permit legitimizes your operations within the city.
Legal structure for business (sole proprietorship, LLC or corporation): A construction company needs the proper legal foundation. While some construction companies are established as sole proprietorships or corporations, some entrepreneurs in the construction industry opt for a limited liability company (LLC) structure. Notably, a properly formed and operated corporation or LLC can provide owners with personal liability protection.
Compliance with California employment laws: California has stringent employment laws designed to protect workers. As a construction company, it is crucial to understand and adhere to these laws. Notably, construction businesses should pay close attention to the regulations regarding employees and independent contractors.
Properly drafted contracts: Contracts form the backbone of most construction projects in California. These contracts define the scope, payment terms, responsibilities, and potential liabilities among other things. CSLB also requires certain language to be included in contracts for construction services. To protect your company from future disputes and comply with CSLB, a construction company’s contracts should be drafted and/or reviewed by an attorney.
Contact Our Bay Area Business Lawyer for Construction Companies Today
Lynnette Ariathurai is an experienced, solutions-driven business lawyer. We help clients set up successful construction companies. Contact us right away for a fully confidential appointment. We provide business law services to construction companies throughout the Bay Area.
The California Privacy Rights Act (CPRA) is a state statute that went into effect on January 1st, 2023 and is now officially being enforced. It is imperative that all companies in California understand their responsibilities under the CPRA and its parent law, the California Consumer Privacy Act (CCPA). In this article, our Fremont business attorney provides an overview of the key things that companies should know about compliance with the CPRA.
Background: The CPRA Clarifies a 2018 California Privacy Law
The California Consumer Privacy Act (CCPA) is a state law that was passed to provide consumers with control of the personal information that businesses collect. The California Privacy Rights Act (CPRA) is a law that significantly amends the CCPA. Notably, the CPRA was passed through a ballot initiative in 2020. At that time, it was known as Proposition 24. As noted above, enforcement of the CCPA/CPRA officially started on July 1st, 2023.
Which Businesses are Required to Comply With the CPRA?
It is important to emphasize that not every business is required to comply with the CPRA. It applies to all companies that are either based in California or sell products/services in California and meet one of the following three criteria:
The business has gross annual revenue of $25 million or more
The business generates at least 50 percent of its annual revenue from selling or sharing the personal information of consumers
The business buys, sells, or shares the personal information of residents of at least 100,000 households in California during the year
While the first criterion is relatively straightforward—larger businesses ($25 million in annual revenue) must comply—it is the third that could affect many smaller or mid-sized businesses under the scope of the CPRA.
Note: The CPRA does not apply to non-profit organizations or government agencies.
How to Comply with the New California Privacy Rights Act
The process for disclosing that your business collects personal information about a consumer at or before the point of data collection.
An acknowledgment of and process for addressing the fact that consumers have the “right to be forgotten” under California’s privacy law—meaning they can request that you delete personal data.
A process for allowing consumers to “opt-out” of having their personal information sold to or shared with third parties.
A statement affirming compliance with the “right to fair treatment”—as California law holds that consumers cannot face unfair treatment for restricting access to their personal data.
Schedule a Confidential Consultation with Our California Business Lawyer Today
Lynnette Ariathurai provides solutions-focused guidance and support to business owners and entrepreneurs. If you have any questions about the new California Privacy Rights Act or CPRA compliance, we are here to help. Contact us today for a confidential consultation. We serve businesses throughout the Bay Area, including in Fremont, Newark, Hayward, East Bay, Milpitas, Union City, San Leandro, San Jose, and Santa Clara.