Harold A. Laufer, Esq., Bradley & Gmelich

When a business has at least two owners, it’s important that the owners have some form of “partnership” agreement between them. This document is sometimes called a Buy-Sell, a Shareholders Agreement if a corporation, and an Operating Agreement if an LLC.

You can address many potential issues, or just a few in the agreement. Some of the most frequent topics addressed are: 1) restricting the right of an owner to transfer his or her ownership to an outsider, without offering the equity first to the company; 2) how to handle death, disability, termination of employment (voluntary or involuntary) of an owner; 3) how to handle decision deadlocks between owners; and 4) how to value an owner’s equity if a buy back is going to occur

Having a Buy-Sell Agreement allows the business owners to know in advance how each of these circumstances will be handled, rather than some important event occurring with no one knowing exactly how to respond.


Harold Laufer is a highly experienced corporate transactional lawyer. He has been affiliated with Bradley & Gmelich LLP for over two years.  He spent much of his career practicing corporate law as an equity partner at a major Midwest law firm, where he headed the Mergers and Acquisitions Practice Group. He has represented companies of all sizes, from start-ups to Fortune 500 companies. Mr. Laufer handles a wide variety of transactions for corporate clients, with experience in all aspects of a business’ life cycle, starting with deal structuring and entity formation, and continuing through Founder’s documentation, initial HR, IP, rights and licensing issues, financing, growth, corporate governance and eventually ending in liquidity events and exits.

2019 Workers Compensation – The First $250 of Every Claim Is Excluded

Shaun Kelly, Tolman and Wiker

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Employers in California will be receiving some relief on their Workers Compensation Experience Modifications in 2019. The Workers Compensation Insurance Rating Bureau (WCIRB) will be eliminating the first $250 of each claim, before the calculation of an employers’ experience modification in 2019.

The rationale behind the change is as follows:

  •   Increase the reporting of all claims (Including First Aid) to obtain credible information on injury and accident experience.

  •   Eliminate disincentives to reporting claims which will enable insurance carriers to improve their ability to manage claims.

  •   Improve healthcare to employees, by giving employers an incentive to file first aid claims.

  •   The change will benefit the employer by lowering their experience modification, however the effect overall will be modest for employers. So, please do not expect significant reductions.

Here are some “Frequently Asked Questions” that were published on the WCIRB website regarding the change:

How does the $250 loss exclusion work? Under California’s Experience Rating Plan only the amount of each of your claims, up to your primary threshold, is used in the experience modification computation. With the $250 loss exclusion, that amount is reduced by $250. For example, if you have a $10,000 primary threshold and a single claim of $5,000. The amount used in the experience modification computation is $4,750. If you have a single claim of $15,000 the amount used in the experience modification computation is your primary threshold ($10,000) less $250, or $9,750.

Is the first $250 excluded from all claims? Yes, any claim incurred against policies incepting during the experience period for your 2019 experience modification, which include 2015, 2016 and 2017 policies, will be used in the experience modification computation at $250 less than its reporting value.

What if I file a claim that’s valued at $250 or less? A claim with a reporting value of $250 or less will continue to be shown on the experience modification worksheet, but will not be used in any way in the experience modification calculation.

How this will affect each employer individually will depend on how many claims are incurred during the experience period (3 years) used for the experience modification calculation.

The WCIRB will be monitoring the $250 value that is being used and will adjust in subsequent years for inflation.

If you would like more information on how this change will affect you or how the Workers Compensation Experience Rating Plan works, please do not hesitate to call.



Shaun Kelly joined Tolman & Wiker Insurance Services in 2005.  He specializes in all lines of property and casualty insurance for industries including contract security firms, agriculture, construction, oil and gas. Shaun received a BS in Business Administration with a major in Finance from California State University in Fresno, California. He is an active member of several industry associations, including the Association CALSAGA, the Kern County Builders Exchange and the Independent Insurance Agents of Kern County. Shaun can be reached at 661-616-4700 or skelly@tolmanandwiker.com.

Recently, the California Supreme Court handed down a decision regarding the calculation of the rate of pay for overtime, which is anything but user friendly.  A number of our members have indicated they are confused by the specifics of the decision.  The following information is meant to clarify the details.
In California, the multiplier for calculating overtime pay is based on an employee’s regular rate, which is not always an employee’s normal hourly wage. The “regular rate of pay” must include almost all forms of compensation that the employee receives. But how do you calculate the regular rate of pay when an employee receives both an hourly wage and a flat sum bonus or incentive – such as an extra $25 for working a weekend shift? This is at the crux of the case in question, Alvarado v Dart Container Corporation of California.

In the case, Dart Container allegedly maintained a policy of paying a flat “attendance bonus” of $15 per day to employees who worked Saturday and Sunday shifts, regardless of the number of hours worked on the weekend shift. A Dart employee (Alvarado) sued, claiming he was improperly paid overtime during the weeks that he earned the weekend attendance bonus.

Alvarado argued that overtime pay on any flat sum bonus or incentive should be divided only by the “regular” (non-overtime) hours he worked that week (the method used by the California Division of Labor Standards Enforcement [DLSE]), not by the “total” hours worked during the week (regular hours plus overtime hours worked – which is the formula used by the federal government and many other states). Under the DLSE method, if an employee worked 48 hours in one week, an employer would calculate the regular rate of pay by dividing 40 regular hours instead of 48 total hours (regular hours plus overtime hours) by all compensation earned in that week. This would result in a higher regular rate of pay and, thus, a higher overtime rate.  What was not clear before this case was whether the DLSE method was the law of the state.

After hearing the arguments, the California Supreme Court unanimously approved the DLSE method of calculating the regular rate and held that when a flat sum bonus or incentive is involved the total compensation earned in that week should be divided by only the regular hours worked, but also include the compensation earned as a flat sum bonus. Employers must divide the employee’s total compensation by the employee’s non-overtime hours worked, not by the total hours worked.
The Court reasoned that a flat sum bonus is not tied to the number of hours worked – the $15 will be paid when an employee picks up a weekend shift, regardless of how many hours the employee worked that week. Because the flat sum bonus was payable even if the employee did not work overtime, only the non-overtime hours should be considered when calculating the regular rate of pay.
FYI, the Court also based its ruling on two other policy factors:

  • California requires premium overtime pay which is meant to discourage employers from imposing overtime work.
  • California labor laws are interpreted liberally in favor of worker protection.
Interestingly, the Court held that the DLSE manual is a void underground regulation and not entitled to any deference, but nevertheless applied that standard. Should you have questions please contact at CALSAGA Executive Director Rahn A. Rahn directly at (916) 508-5177 or by e-mail at rrahn@calsaga.org.

Time is running out to register for Managing Private Security (formerly PPO 101) and Growing Your Private Security Company (formerly PPO 102)!
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In an ever changing legislative climate, it is essential to ensure that you are complaint with the law and insurance regulations as well as maximize efficiency and productivity. In addition, Managing Private Security (formerly PPO 101) will cover contracts and legal pitfalls, human resources, pricing and profitability and BSIS compliance and audit.
Growing Your Private Security Company (formerly PPO 102) is a new program focused on helping PPO companies grow their businesses! Come to learn tips on prospecting, RFP’s, dealing with procurement, pricing, legal deal breakers, insurance concerns, transitions, recruitment and staffing accounts, building employee files and client follow up.

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You can register for one or both days. Registration includes a light breakfast and catered lunch. Registration closes Sunday, April 15th at 6:00pm.

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April 18th – 19th
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