Broad answers to specific business legal questions (with multiple disclaimers), Legally Sound | Smart Business is a podcast geared towards small business owners. Hosted by attorneys Nasir N. Pasha and Matt Staub of Pasha Law, Legally Sound | Smart Business touches on a variety of topics, usually from a legal point of view, with an occasional laugh.
More Than a Mistake: Business Blunders to Avoid 
Covered in this episode of Legally Sound Smart Business are some typical business mistakes blunders small businesses often make and how to avoid them.
Blunder #1: Copying/Pasting Agreements
It may sound like a good idea at the time, but this blunder comes with hidden pitfalls. Having an attorney draft terms that are specific to your company’s products and needs can actually save your company substantial time, money, and avoidable liability.
If you choose to forego an attorney, at the least, read the terms line-by-line, to ensure that you understand everything. If there is something you don’t understand, you should not be using it.
Blunder #2: Creating a brand without doing research on the name
One of the worst things that can happen to a new business is for the owners to spend a substantial amount of time and money promoting a certain name, only to find out it’s already being used. Even if they haven't registered a trademark, someone might own the rights simply because they were using it first.
At the very least, a Google search is an absolute must. A recommended search engine that does a worlwide search can be found here: https://www3.wipo.int/branddb/en/.
Blunder #3: Misclassification of workforce
It is one of the most common blunders, yet the negative effects of misclassification can be staggering. One worker claim can trigger an audit of your entire workforce by any number of state and federal agencies. These agencies have the right to issue heavy penalties and interest on taxes and wages, liens, and even injunctions. Businesses can still be subject to crippling class-action suits with multi-million dollar consequences.
Err on the side of classifying as an employee and assume the employee is non-exempt.
Blunder #4: Partnership/Contract not signed by all parties
After spending time discussing the terms of your partnerships, make sure you get in writing--and do not commit blunder #1 by just copying and pasting an operating agreement found online.
Blunder #5: Not documenting employee performance
Documentation provides evidence that supports management decisions to take unfavorable action such as discipline or termination with an employee. This was discussed in our previous episode 311.
Full Podcast TranscriptNASIR: Today, we are covering blunders in the business world. We’re not just talking about a mere mistake.
MATT: It’s a matter of cost and time.
NASIR: To me, a blunder in business can result in substantial liability or exposure or cost or time.
MATT: That’s when the target on your back gets a lot bigger.
NASIR: Don’t do it.
This is Legally Sound Smart Business where your hosts Nasir Pasha and Matt Staub cover business in the news and add their awesome legal twist. Legally Sound Smart Business is a podcast brought to you by Pasha Law PC – a law firm representing your business in California, Illinois, New York, and Texas. Here are your hosts, Nasir Pasha and Matt Staub.
NASIR: All right. Welcome to our podcast! Today, we are covering blunders in the business world. This is where businesses make huge mistakes – blunders if you will – that can really cost their business in more ways than one.
MATT: Yeah, and I didn’t tell you about this beforehand, but I actually reached out to Bob Saget to see if we could have our own separate episode.
NASIR: Bob Saget?
MATT: Top blunders.
NASIR: That’s bloopers! Oh. You mean, America’s Funniest Home Videos.
NASIR: Of course, a classic.
Is There a Right Way to Fire an Employee? We Ask the Experts 
How you terminate an employee can make the difference between a graceful transition to avoidable negative outcomes like a dramatic exit or even a lawsuit. We gathered a panel of experts and asked them - is there a "right way" to fire an employee?
We would like to thank our guests for this episode:
Amr Shabaik, Civil Rights Managing Attorney with CAIR Los AngelesPatty Cuthill, Director of People & Culture with NextLevel InternetAnitra Negrete, Director of Human Resources with Leaselabs by RealPageTadessa Williams, Director of Human Resources in Houston, TX
Full Podcast Transcript NASIR: Look, the other person you’re firing, they’re a human being.
PATTI: Well, you’re miserable. They’re probably pretty miserable, too.
NASIR: Even if you have a script, it’s going to go off-script.
PATTI: You want to pull the band-aid off right away.
MATT: But there is some finesse to it. It’s not like you’re a robot.
NASIR: You really have to treat these people with dignity and respect.
NASIR: You have every right to terminate this employee. They may be surprised at first, but not secondarily. There are a couple of things that happens when you have someone else in the room.
NASIR:All right. We’re here to talk about how to fire somebody. In fact, we’re going to do something different today. We’re going to bring someone in – onto the podcast – and fire them live on national podcast… No, we’re not doing that, but we are doing something different today. Right, Matt?
MATT: Yeah. You know, we obviously have our input from the perspective of attorneys, but we’re not always the ones that are terminating people. Oftentimes, with our clients, there’s people within the company that are handling the terminations, so we figured it would be best to get first-hand experience from, well, four individuals that have terminated people ranging from – what do you think? – like, five years to fifteen years. It’s going to be some valuable information for any business owner.
NASIR: I think, put together, literally decades of experience – not including hours. And so, I don’t know. Let’s take a listen and introduce some of our guests. There’s four of them – three are HR professionals and one employment law attorney. Here they are!
ANITRA: So, I’ve been in human resources going on now 20-plus years.
AMR: I practiced employment law for the past six years before starting my current position at CAIR LA which I started sometime in late 2019.
PATTI: Well, I’ve been in the HR field – human resources field – for I think over 15 years now.
TADESSA: I’ve been their director for 11 years. Prior to that, I have a fairly extensive background in HR consulting, specifically working with professional employer organizations.
NASIR: So, I’ll tell you, these people are across the map. What I find interesting is that basically they’re from two states, I should say – Texas and California. The Texas perspective, the California perspective, you can very easily see the difference. Luckily, you know, Matt and I – you obviously live in California, and I live in Texas. Obviously, we practice in both states – our firm – but it’s good to have that kind of dichotomy, don’t you think?
MATT: Oh, yeah, definitely. As listeners will hear during the recordings we’re playing, it’s very different in terms of employee protections in California versus Texas. I guess, for those that are multi-jurisdictional, maybe they’ve encountered it but, for those contained within one of those two states – or even another state – there might be some surprising information that they’ll be hearing from these individuals.
Even though they had different perspectives, I think they all had a common theme of how to approach a termination, and I think this is something that we p
The New Frontier: Navigating Business Law During a Pandemic 
The COVID-19 pandemic has turned nearly every aspect of life on its head, and that certainly holds true for the business world. In this episode, Matt and Nasir explain how the early days of the pandemic felt like the Wild West and how the shifting legal playing field left a lot open to interpretation and instinct.
What were the major impacts from the evolving business situation, legislation, and healthcare changes? From telecommuting to PPP loans to force majeure clauses, what recommendations did we make to our clients as the first 8-10 months of the Coronavirus pandemic progressed? Listen to this episode as Nasir & Matt share their perspective from the 2020 Coronavirus pandemic.
Full Podcast Transcript
NASIR: Hey, how is it going? This is Nasir Pasha.
MATT: This is Matt Staub.
NASIR: Today we’re talking about everyone’s favorite subject in the workplace. That is COVID-19. I don’t know if anyone else is tired of talking about it, but we thought we’d share our legal experience and hopefully switch things up just a little bit for everyone here.
MATT: Right, and obviously, it’s been the major topic of 2020 just in general. For particularly in the employment sense too, for anyone that was going to an office every day, I would think, what, at least 90% of those people have been working from home at least in some capacity. Some still might be. From the employer side, there’s been a lot of challenges they’ve had to navigate since – what would that be, since March, essentially? We’re going to get into some of those today. What’s transpired over that time and some personal – not personal, some anecdotes from some of our clients on how they’ve navigated those seas.
NASIR: Yeah, we want to share our experience. When this first started out and I remember – it must’ve been February or early March when I remember I could not get on a phone call or a meeting where the first 10 minutes, 15 minutes was just occupied by COVID. The thing is, in retrospect, it’s almost kind of funny. Everyone would be making jokes. Okay, what does is this coronavirus? Then they would talk about the Corona beer. They would talk about elbow bumping. They would talk about, oh, let’s not shake hands and this and that. It was truly a joke. I mean, it was something that, oh, but I heard this. I heard that.
It didn’t take long. That was probably for a few days or maybe a week where – then not short after that all of a sudden it became a reality. Now people are going and staying home. Now you have the – you have these government orders nationwide, state, local, county that now are saying you cannot go to work. You have to stay home because this thing is spreading. Again, I don’t need to tell anyone because everyone has experienced it. It was a very interesting time in particular for us as lawyers, as business lawyers because now we’re receiving a flood of questions, and that’s really what we’re here to talk about today.
MATT: Yeah, there was a point when everybody seemed to not know a lot of things. Like you said, we had our clients reaching out to us. We were diligently working to research on our own then as best as we could. Again, not even all the answers were there, and there still are a lot of unknowns. At certain times, we had to make assumptions and what we think was going to happen and, obviously, convey that to the client. It was a pretty wild time looking back. We just wanted to speak on some of the key things that popped up over that time and where we were at then and where we’re at now.
NASIR: Matt, I’m curious what you think about this because during that time – and it’s not that it’s over, but from our perspective, we’ve dealt with all the major issues. I did get some kind of personal, professional satisfaction from that period of time because we
Wrap Up | Behind the Buy [8/8] 
After plenty of ups and downs, our buyer has finally closed on the purchase of their business. While we're marking this down in the 'wins' column, it never hurts to review the game tape.
In this final episode, our hosts, Matt Staub and Nasir Pasha, return to the deal almost a year later to reflect on each step of the process. What if you're not in the market for an urgent care in California? How does this purchase process relate to other business deals Matt and Nasir have seen? Will the lessons we learned here carry-forward in a post-Covid world? Tune in to this final episode for answers to these questions and more.
Full Podcast Transcript
NASIR: Welcome to Legally Sound Smart Business. This is our last episode of Behind the Buy where we cover a business transaction from start to finish, and now we're beyond the finish line in our last episode where we're going to reflect and really give some insight on this entire transaction. My name is Nasir Pasha.
NASIR: And I'm Matt Staub.
NASIR: This episode, I've actually been looking forward to for a while. We've been releasing our series for months now, and we're actually recording this -- I think it's almost been a year since we actually recorded originally this series. Right, Matt?
NASIR: Yeah, I think a little under I guess, but by the time this episode comes out, it'll probably be just under a year.
NASIR: Yeah, just under a year and of course, 2020, for those of you that are listening from the future hopefully, we're still around. It's been a crazy year but buying a business in -- I think we're going to talk about this, but pre-Covid and post-Covid is a completely different story, but I think what's nice about this, we can kind of look at that in this lens. It's like how this may have been different after Covid, right?
NASIR: Yeah, undoubtedly, obviously, it would be a much different transaction if it would have been after or even during, but we'll touch on that. It's just one of the things that can arise in the transaction of buying a business.
NASIR: In our series obviously, you guys listen to it or maybe you're catching up still, but our client buyer was buying a business out in California, an urgent care business. And of course, not everyone's buying urgent care in California, that's a pretty specific transaction, but what was really neat about this transaction, not only the fact that you were able to kind of go through from the beginning to end -- because let's face it, not all transactions go through. This one did and I think we would consider this a success, and it did close, but there were so many different aspects at every episode at every step of the transaction that you can kind of grab from and relate to in other transactions. Matt and I often talked about how when we're even listening to the episodes ourselves, I know Matt obsesses over the podcast, listens to it every night. I'm not wanting to do that, but when we did talk about it, we did reflect upon how this related to other clients and other transactions that we've been in and we thought that this would be a good opportunity to kind of share those stories as well.
NASIR: Sure. It's like you said, this is an example of a transaction that obviously, there were bumps along the road, but it ended up with the right result for the client, but there's plenty of instances where there are these different hiccups and bumps and that isn't the case and the deal blows up. We're just going to go through the life cycle of this transaction and touch on some examples where it hasn't been successful.
NASIR: And that first step is that letter of intent. When you're acquiring a business, I wouldn't say this is the case in all cases, but for those that have gone through many series of acquisitions and so forth, everyone understands that you get a lot of prospects, but very rarely,
Is it all over? | Behind the Buy [7/8] 
The ink is drying on the signature line and things are looking great for our buyer. After so much hard work, the finish line is in sight and the cheering within ear shot.
Though the landlord is still serving friction, things seem safe to move forward and for now, our buyer will be keeping on the entire team. With the closing just around the bend, will all of our efforts and close attention to detail finally pay off? They say dot your I's and cross your T's, lets hope there isn't one more wrench looking for an engine.
Full Podcast Transcript
NASIR: All right, welcome to episode 7 of our Behind the Buy series of Legally Sound Smart Business. My name is Nasir Pasha.
MATT: And I'm Matt Staub.
NASIR: And this is closing day. Probably the most not exciting part of buying a business or this process, at least from an attorney's perspective because even though there's a lot in this episode, it's kind of underwhelming because if we did our jobs correctly, it's a non-event.
MATT: Right, honestly, if it is exciting, then that means something bad has happened. When everything's closed, you want to make sure that there's no fireworks that day because we've seen it before, something could happen at the last minute. There's a contingency that needs to be satisfied still and there's a question of that again, if something's blowing up that day, it's not good.
NASIR: Correct, and I do enjoy that kind of last-minute shuffle and trying to figure things out, usually like you said, there's problems, there's other people involved trying to figure that out, but in this case, it turned out well. I don't think I'm giving too much away because the transaction itself, even though there's been a few bumps in the road has been relatively smooth and I think that is hopefully some credence to our ability to make it smooth even with the bumps in the road, but I think also the main component was the time. This wasn't a close that we had to do in a week. I think this was a course of a couple months or so, and that gives us quite a bit of leeway to actually deal with some of these issues.
MATT: Sure, I mean that certainly helps, but like you said too, on our end, it's problem-solving so the listeners have heard the various problems that arose throughout the escrow period and it's really looking at those face on, addressing them and then strategizing to what's the best way to approach it because oftentimes nothing's going to be perfect if a problem arises, but it's really trying to mitigate the risk and find something that's going to be as seamless as possible. Preferably for our client, but ideally, I guess for both just to keep things going.
NASIR: Right, so we're going to play this call. It's actually pretty short, but there's actually quite a bit in there, so listen carefully because we're going to break it down in detail especially what's going on before and after this particular call is going to be a big focus for us, so let's listen in.
MATT: All right.
NASIR: Happy closing day.
BUYER: Yes, very glad to be through this and finally get started on the actual business.
NASIR: We thought we'd just have a quick call on what you can expect today, and also catch you up on our recording a little. I know we've been talking about a lot of this stuff offline through email, but let me review it again. Typically, closings are not much of an event as you may think, but they actually are typical -- they used to sit in an office and exchange signatures and kind of a formality or some formalness to it, but that's rarely done now in our experience. In fact, just yesterday, you gave us the signature pages which today, we'll actually exchange those signatures with the seller. Matt, do you mind going over the closing package just to make sure she...
Fight for Your [Trademark] Rights | Behind the Buy [6/8] 
Though things are coming along well, the journey would not be interesting if it was purely smooth sailing. After our buyer opens escrow, they are forced to push the closing date back when suddenly a letter from an attorney was received claiming the business, we are buying has a trade mark on the name! Now it’s time to for our buyer to either back off or buck up and fight for our Trademark rights!
Full Podcast Transcript
NASIR: Welcome to Legally Sound Smart Business. This is our sixth episode of Behind the Buy, in our series where we uncover the business transaction of buying a business and you get to hear the inside scoop of our calls with our client. My name is Nasir Pasha.
MATT: And I'm Matt Staub.
NASIR: This episode, there's just so much to set up here. It's pretty dense, but I think we're gonna try to do it here. In this episode, there's two phone calls. At this point, if you guys recall in episode 5, the buyer and seller have gone through some periods of due diligence, there were some hiccups there with the lease and the seller made a dumb mistake by telling the employees prematurely. But we did get past that and we actually ended up signing an asset purchase agreement after it was drafted. Luckily, as soon as you sign the asset purchase agreement, it's not like the transactions over, you still have another period of due diligence, and that's a little bit more intense than the LOI due diligence period. That's about where we are right now.
MATT: If you recall from the previous episode, we had, I think it was three different contingencies in place, so like you said, just because the agreement signed doesn't mean the transaction's done and the sellers getting paid at whatever the closing date is. What's funny about this episode is if we look back when we had that issue with all the employees finding out, that seems like it's really a drop in the bucket compared to this. This is like a grab bag of issues that came up. Listen to the call, it's just one after the other without even any transition to the next one just because there were so many things on our mind that I think just needed to get them all out there and discuss with us.
NASIR: If I recall, after that happened in the last episode and the call before, you could tell that the seller is just gonna be fun to work with to say the least. There's two calls. The first call is really short. This is basically talking about the escrow period, but the second call, I just want to set it up a little bit because it's actually set very close either a week or so before closing. Our client actually sent us an email, it was late in the night or something like that and I remember, it was relatively urgent and so Matt and I talked first and then we got on the call with our client to discuss. I just wanted to set that up a little bit. Of course, like every episode, we have some defined words that we need to go over to make sure that it doesn't go over anyone's heads. I guess that's a little insulting to say, I probably shouldn't say that, or just a reminder of certain words that maybe some people may need a reminder of.
MATT: Well yeah, it's not even just the listener, I think attorneys too with this first one indemnification clause. I'm not even sure there's a full understanding of that, but it's a very common provision that's -- I don't wanna say every contact, but most contracts, but essentially what it is is you have two parties, the indemnifying party and the indemnified party, and it's basically if there's a third-party claim made against the indemnified party, the other party then would -- I probably should not describe it like this because I'm just saying indemnify over and over.
NASIR: It sounds like a big party, but it sounds great though.
MATT: Long and the short, there's a third-party claim against one party,
Love the show
THEY DON’T UTILIZE REFERENCES
I am an independent contractor with door dash and I work diligently to fulfill my food delivery orders and am good at my job. After listening to these two hosts talk about ONLY their personal experiences and failing to utilize other sources and references, they claimed that it was more timely to show up to a restaurant and order than it was to order online or by phone for pickup- this makes literally no sense at all!
Food delivery service restaurants and delivery people work very hard at what they do and I am in college and I am taught to utilize valid sources and I think this podcast should do the same.
Current legal topics discussed w/ a twist of humor
Great podcast! I love that topics are current, concise but still discussed in depth and from different perspectives.