CT Employers Must Amend Employment Applications

ban_the_box_redConnecticut employers will have to amend their Employment Applications to make sure they comply with the new Connecticut law to take effect January 1, 2017 which will prohibit virtually all Connecticut employers from inquiring into an applicant’s prior arrests, criminal charges or convictions in the employment application.  It’s not clear whether this law extends to independent contractors.  The law, informally called the “Ban the Box” law,  does enable Connecticut employers to make a criminal history inquiry after a conditional offer of employment is extended.

The law provides for two exceptions:

  • (1) when the employer is required by state or federal law to inquire about prior arrests, criminal charges or convictions for the position in question; and
  • (2) when the position requires a security, fidelity or equivalent bond.

Even if one of the exceptions applies, there must be “clear and conspicuous notice language” in the Application advising the applicant that s/he is  not required to disclose the existence of any arrest, criminal charge or conviction which has been erased or is subject to erasure under various Connecticut statutes, including certain juvenile offenses.

The Connecticut law is modeled after other “Ban the Box” laws that have been enacted in many States.  The public policy is to remove the stigma of prior criminal convictions, and to provide a  “fair chance” for employment for those with a criminal record.  It has been supported by civil rights groups who have noted that questions about prior arrests have had a disproportionate impact on employer’s hiring decisions of minority candidates.

The Connecticut Labor Commissioner is charged to handle all complaints filed by individuals alleging violation of the new law.  Individuals do not have the right to sue an employer.

SPEAKING EVENT: Xcite Conference on Innovation for Women Entrepreneurs

xcite-conference-logoStephen Ganis was a panelist at UCONN’s XCite Innovation and Technology Conference for Women Entrepreneurs held on September 18, held at the Crowne Plaza Hotel in Stamford.  Stephen spoke on the topic of “Emerging Alternate Financing for Private Companies” and discussed recent developments regarding Federal regulations governing capital raises for private companies, including new Regulation CF for regulation crowdfunding, and Regulation A plus and Rule 506(c) regarding offerings that can be made via general solicitation.

Feature Friday: No One Thinks They are Being Unreasonable

I read a blog post by author, blogger, marketer Seth Godin the other day, titled “No One is Unreasonable.”  Seth pinpoints the fact that although few people say, “I know that this Reasonable Manperson signed the contract and did what they promised, but I’m going to rip them off, just because I can,” they often act unreasonably and fail to see the situation in a way other than through their own narrative lens.

In business, many people act in unreasonable ways, even though, in their own version of events, they think they are acting reasonably.  Point out that they’re acting unreasonably, and they often fly off the handle in a vicious tirade.  “Are you questioning my integrity?” they angrily ask.  Seeing the world through the eyes of someone else takes a lot of effort.

“No One Is Unreasonble” is a very brief, thoughtful blogpost by Seth, and I am providing the link for it below, so you can give it a read, and think also about your own narrative, and the way you justify your unreasonableness:

http://sethgodin.typepad.com/seths_blog/2016/07/no-one-is-unreasonable.html

 

Our Brexit, A Day to Celebrate Independence

Please take a couple of minutes read our Declaration of Independence, it’s  one of the greatest legal documents ever written, the original “Brexit”: 

IN CONGRESS, JULY 4, 1776
The unanimous Declaration of the thirteen united States of America

When in the Course of human events it becomes necessary for one people to dissolve the political bands which have connected them with another and to assume among the powers of the earth, the separate and equal station to which the Laws of Nature and of Nature’s God entitle them, a decent respect to the opinions of mankind requires that they should declare the causes which impel them to the separation.

We hold these truths to be self-evident, that all men are created equal, that they are endowed by their Creator with certain unalienable Rights, that among these are Life, Liberty and the pursuit of Happiness. — That to secure these rights, Governments are instituted among Men, deriving their just powers from the consent of the governed, — That whenever any Form of Government becomes destructive of these ends, it is the Right of the People to alter or to abolish it, and to institute new Government, laying its foundation on such principles and organizing its powers in such form, as to them shall seem most likely to effect their Safety and Happiness. Prudence, indeed, will dictate that Governments long established should not be changed for light and transient causes; and accordingly all experience hath shewn that mankind are more disposed to suffer, while evils are sufferable than to right themselves by abolishing the forms to which they are accustomed. But when a long train of abuses and usurpations, pursuing invariably the same Object evinces a design to reduce them under absolute Despotism, it is their right, it is their duty, to throw off such Government, and to provide new Guards for their future security. — Such has been the patient sufferance of these Colonies; and such is now the necessity which constrains them to alter their former Systems of Government. The history of the present King of Great Britain is a history of repeated injuries and usurpations, all having in direct object the establishment of an absolute Tyranny over these States. To prove this, let Facts be submitted to a candid world.

He has refused his Assent to Laws, the most wholesome and necessary for the public good.

He has forbidden his Governors to pass Laws of immediate and pressing importance, unless suspended in their operation till his Assent should be obtained; and when so suspended, he has utterly neglected to attend to them.

He has refused to pass other Laws for the accommodation of large districts of people, unless those people would relinquish the right of Representation in the Legislature, a right inestimable to them and formidable to tyrants only.

He has called together legislative bodies at places unusual, uncomfortable, and distant from the depository of their Public Records, for the sole purpose of fatiguing them into compliance with his measures.

He has dissolved Representative Houses repeatedly, for opposing with manly firmness his invasions on the rights of the people.

He has refused for a long time, after such dissolutions, to cause others to be elected, whereby the Legislative Powers, incapable of Annihilation, have returned to the People at large for their exercise; the State remaining in the mean time exposed to all the dangers of invasion from without, and convulsions within.

He has endeavoured to prevent the population of these States; for that purpose obstructing the Laws for Naturalization of Foreigners; refusing to pass others to encourage their migrations hither, and raising the conditions of new Appropriations of Lands.

He has obstructed the Administration of Justice by refusing his Assent to Laws for establishing Judiciary Powers.

He has made Judges dependent on his Will alone for the tenure of their offices, and the amount and payment of their salaries.

He has erected a multitude of New Offices, and sent hither swarms of Officers to harass our people and eat out their substance.

He has kept among us, in times of peace, Standing Armies without the Consent of our legislatures.

He has affected to render the Military independent of and superior to the Civil Power.

He has combined with others to subject us to a jurisdiction foreign to our constitution, and unacknowledged by our laws; giving his Assent to their Acts of pretended Legislation:

For quartering large bodies of armed troops among us:

For protecting them, by a mock Trial from punishment for any Murders which they should commit on the Inhabitants of these States:

For cutting off our Trade with all parts of the world:

For imposing Taxes on us without our Consent:

For depriving us in many cases, of the benefit of Trial by Jury:

For transporting us beyond Seas to be tried for pretended offences:

For abolishing the free System of English Laws in a neighbouring Province, establishing therein an Arbitrary government, and enlarging its Boundaries so as to render it at once an example and fit instrument for introducing the same absolute rule into these Colonies

For taking away our Charters, abolishing our most valuable Laws and altering fundamentally the Forms of our Governments:

For suspending our own Legislatures, and declaring themselves invested with power to legislate for us in all cases whatsoever.

He has abdicated Government here, by declaring us out of his Protection and waging War against us.

He has plundered our seas, ravaged our coasts, burnt our towns, and destroyed the lives of our people.

He is at this time transporting large Armies of foreign Mercenaries to compleat the works of death, desolation, and tyranny, already begun with circumstances of Cruelty & Perfidy scarcely paralleled in the most barbarous ages, and totally unworthy the Head of a civilized nation.

He has constrained our fellow Citizens taken Captive on the high Seas to bear Arms against their Country, to become the executioners of their friends and Brethren, or to fall themselves by their Hands.

He has excited domestic insurrections amongst us, and has endeavoured to bring on the inhabitants of our frontiers, the merciless Indian Savages whose known rule of warfare, is an undistinguished destruction of all ages, sexes and conditions.

In every stage of these Oppressions We have Petitioned for Redress in the most humble terms: Our repeated Petitions have been answered only by repeated injury. A Prince, whose character is thus marked by every act which may define a Tyrant, is unfit to be the ruler of a free people.

Nor have We been wanting in attentions to our British brethren. We have warned them from time to time of attempts by their legislature to extend an unwarrantable jurisdiction over us. We have reminded them of the circumstances of our emigration and settlement here. We have appealed to their native justice and magnanimity, and we have conjured them by the ties of our common kindred to disavow these usurpations, which would inevitably interrupt our connections and correspondence. They too have been deaf to the voice of justice and of consanguinity. We must, therefore, acquiesce in the necessity, which denounces our Separation, and hold them, as we hold the rest of mankind, Enemies in War, in Peace Friends.

We, therefore, the Representatives of the united States of America, in General Congress, Assembled, appealing to the Supreme Judge of the world for the rectitude of our intentions, do, in the Name, and by Authority of the good People of these Colonies, solemnly publish and declare, That these united Colonies are, and of Right ought to be Free and Independent States, that they are Absolved from all Allegiance to the British Crown, and that all political connection between them and the State of Great Britain, is and ought to be totally dissolved; and that as Free and Independent States, they have full Power to levy War, conclude Peace, contract Alliances, establish Commerce, and to do all other Acts and Things which Independent States may of right do. — And for the support of this Declaration, with a firm reliance on the protection of Divine Providence, we mutually pledge to each other our Lives, our Fortunes, and our sacred Honor.

Feature Friday: Buy Sell Agreements

Let’s take a look today at an essential business document, a buy sell agreement, and how it is used, and how valuations are established:

Overview:  THE THREE QUESTIONS:

  1. Do you have a buy-sell agreement?
  2. Do you know what the buy-sell agreement provides? and
  3. How is the buy-sell funded, is there life insurance or some other means to fund it?

What Is It?: A buy-sell agreement is a business contract, a succession tool by and between the owners of a privately owned business for purchase of the equity interests.  Trigger events of buy-sell events are usually due to: disputes, disability, death, divorce, bankruptcy, retirement, and discharge, among other reasons.

It is Not a Forms-Based Agreement: What makes a buy-sell difficult to draft, and which makes it not a forms-based agreement, is that there are potentially many opposing characteristics among the ownership of any entity.  The differing characteristics include:

  • age differential
  • involvement (passive vs. active)
  • investment asset (small v. large)
  • personal guarantees (none v. substantial)
  • outlook on business  (optimistic v. pessimistic

The types of buy-sell agreements are: fixed price; formula; valuation processes; and shotgun. 

The fixed price agreements are the ones that are simply placed on “Exhibit A” annexed to the governing LLC, Shareholder, or Partnership Agreement, with the written understanding that the price is to be updated each year.  Those updates are rarely done.  However, if the price is not updated, and the price is too low, you are essentially betting that your partner is the one who will exit the entity before you.

Another option is to have a formula agreement, which states a single formula to be applied as the metric, such as a multiple of EBITDA, or book value, or valuation as of the fiscal year immediately preceding valuation date.

A third option is to have a process buy sell, whereby the owners agree to let business appraisers set the price for the agreement if and when it is triggered.  With this process, no one will know until the end of a lengthy and uncertain process what the outcome will be.

The value to be determined by the terms of a buy-sell agreement will provide for either multiple appraisers, or a single appraiser.  However the parties desire to resolve the issue of the number of appraisers, what is paramount is that the Buy Sell Agreement should be understandable, predictable, likely to achieve reasonable resolutions, and helpful in the wealth management process or estate planning process.

A majority of buy sell agreements are not favorable to the buyer.  If the buyer is the entity, then life insurance is typically purchased to fund the buy-sell.