April 2019
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Getting the Full Value From the Sale of Your Business Retention Agreements Maximize Residual Value
The founder or CEO of a business works 24/7 to build the company and increase its value. When the company gets sold, they deserve the fruits of their hard work. I love working with these clients because they are among the smartest people I have ever met. This is why I’ve made it my life’s work to stand up for the innovators and earthshakers, those whose dues-paying deserves respect, when their company is changing hands. As long as I’m around, I will see to it that my clients reap the full benefits they deserve. I love what I do; it’s that simple. Being able to meet face-to-face with my clients and gain insight into their lives and businesses has been one of the most rewarding parts of my long journey in law. Getting a glimpse of some of the business world’s best and brightest minds has given me profound appreciation for their eclectic brilliance. Of all the fields I’ve worked in during my 35 years spent practicing law, my total immersion in business has been the most stimulating. That’s why I’ve dedicated the past 15 years of my professional life to helping my clients get the compensation and recognition they deserve. What keeps my mind and heart coming back to the field time and again is how business never sleeps and never dies. It’s not going anywhere; your success depends on the relationships you develop. That’s why I have so much respect for what my clients do, and as an entrepreneur, I understand the uphill battle you face making strides to maintain your success. Everything under this grand umbrella of business is always in flux and ready to be taken to the next level — forever delicately balanced between making or breaking an opportunity. That’s why, when I get calls from clients who need my help, I jump at the chance to offer my expertise.
I remember a particular time when I got a call from the founder of a company who really needed somebody on his side. He’d sold his company about seven years earlier and was still employed to run the day-to-day operations of the business. Now the company was back on the market, and he needed a professional to deal with all the attorneys and buyers involved before the deal closed the next week. I picked up the phone mere hours before I was set to go on a much-needed vacation. Despite the temptation to just take it easy for a few days, I quickly assessed the man’s situation and eventually helped broker a fair exchange between lawyers, buyers, and sellers on both sides of the deal. As long as I’m doing what I love, this isn’t “work.” There is no greater joy for me than offering independent counsel to an executive in need. Other merger and acquisition lawyers represent the board or the puppet masters behind these mega-deals, and their single goal is to get the deal done quickly
and efficiently. They do not necessarily represent the executive’s interest, and the retention agreement is given little attention until the very end. You deserve independent representation to make sure you are fully compensated for the years of work you’ve dedicated to your position, and you should be fairly paid for your valuable contribution to the company. Be certain your retention agreement maximizes the residual value of your years of hard work. After all, who else can do what you do? For more information on what we can do for your business, visit our website at MaillyLaw. com or call our office at 714-384-6531. We are always standing by to get you the legal representation you deserve.
-Guy Mailly
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AND HOW TO SPOT THEM The 2 Most Common Ways Criminals Steal From Seniors
understand that it is never safe to give out financial information over the phone or via email.
Scamming older adults has become big business. According to the American Journal for Public Health, an estimated 5 percent of seniors are hoodwinked by criminals every year, and that statistic is thought to be a steep underestimate since so many scams go unreported. To stem the tide of seniors unknowingly giving $36 billion to scammers annually, it’s important for retirees and their loved ones to get savvy on the subject.
COMPUTER SOFTWARE SERVICE FRAUD This type of scam is slightly more sophisticated. First, a hacker will call a victim and claim to be a member of a tech support team or an employee from a trusted company like Microsoft or Apple. Then, they’ll tell the victim there is a problemwith their phone or computer and that if they cooperate with the“tech support”representative, they can sort it out. They may also ask you to install a piece of software on your device or provide credit card information to“validate your software.” The fact is that well-known tech companies will never send unsolicited emails to ask for your personal or financial information, and they definitely won’t ask you to install some shady software on your computer. If you ever receive a call out of the blue from“Microsoft,” hang up the phone immediately. The first step to stopping these criminals in their tracks is to be aware of their tactics. With these tips in your arsenal, you’ll be able to defend yourself and your bank account effectively.
Here are the two of the most common scams older folks fall prey to — and how to avoid them.
ADVANCED FEE FRAUD The most common con in 2017 and 2018 was the classic “You’ve won a sweepstakes!” scam. Victims are told they’ve won some exorbitant amount of money, but they must pay a fee to receive the prize. After the “fee” is paid, victims receive a fake check in the mail, but by the time it bounces, the scammers are gone and they’ve taken the money. If you ever receive a contract from an unknown entity out of nowhere, you should start seeing red flags. Unless you remember entering a contest, there is no chance you’ve won something. And it’s vital to
Exploring the Crimes of Antarctic Wildlife LEGAL CASE STUDY: ADÉLIE THE ROCK THIEF
On an island off the coast of Antarctica, a BBC film crew caught footage of a naughty penguin engaging in criminal activity. In the video, as one male Adélie penguin leaves his nest to search for additional rocks to add to it, his neighbor waddles over, removes a rock from the nest, and carries it back to his own. When the first penguin returns from his search, his neighbor plays it cool, but at each opportunity, he repeats the crime and steals his neighbor’s rocks.
additional items, that could be considered a new crime and result in additional charges. So, since the neighbor penguin takes a rock, leaves the scene of the crime, and returns, he could be found guilty of multiple theft charges. If he’d decided to go big and take his neighbor’s entire nest at once, he might’ve been charged with grand theft.
Now, if the penguin who was stolen from had used force to protect his precious nest rocks, the case would be complicated even further. Allowable force is generally limited in cases of theft. To prove self-defense, the victim penguin would have to show there was a threat of force against him, that he didn’t provoke the neighbor penguin in any way, and that he didn’t have the option to escape. From a legal perspective, it was probably best that the victim penguin didn’t use force.
While animals aren’t actually subject to legal action, and the Adélie penguin was only behaving according to natural instinct, the fine writers for the
blog Legal Grounds point out that the rock thief situation presents an interesting legal case study.
By taking his neighbor’s rock and putting it in his own nest, the neighbor penguin committed an act of theft. Theft is defined as “the taking of someone else’s property with the intent to permanently deprive the victim of that property.” In some places, when a thief leaves the scene of the crime, the theft is considered complete. If the thief returns and steals
For now, we’ll leave the Adélie penguins to their nest-building business and save the legal cases for the human world.
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TAKE A BREAK
The Best Opening Days in Baseball History PEANUTS AND CRACKER JACKS Baseball’s opening day has been an American holiday of sorts since the Cincinnati Red Stockings threw out the first major league pitch in 1869. To celebrate the start of the 150th season of professional baseball, here are three of the best opening days in baseball history. A NEW BEGINNING On April 15, 1947, an opening-day game changed the course of Major League Baseball. On this day, Jackie Robinson started for the Brooklyn Dodgers, becoming the first African-American player to start for a major league baseball team. Robinson’s historic showing was lackluster, going 0-for-3 at the plate and making a solid showing on the infield at first base, but his mere presence in a Dodgers uniform had already broken history. Despite his nationally- recognized skills — Robinson was named MVP of the MLB farm team league in 1946 — the backlash that followed his rise to the pros, both from fans and teammates, was palpable. Still, as well-known sportscaster Howard Cosell said, “Suddenly, it was a new beginning.” LOU, COMBS, AND BABE — OH MY! Considered one of the best teams in baseball history, the 1927 New York Yankees started their historic run and 25th season by dismantling the Philadelphia Athletics with a score of 8-3. The slugfest was true to form for the 1927 Yankees, whose players would go on to make up baseball’s famous “Murderers’ Row.”With sluggers like Lou Gehrig, Earle Combs, Babe Ruth, Mark Koenig, Bob Meusel, and Tony Lazzeri, it’s no wonder this team went on to win its fifth championship that year. THE HAMMER TIES BAMBINO For decades, no one could match George Herman Ruth. The Great Bambino’s all-time home run record seemed like an impossible feat of strength — that is, until Henry “Hammerin’ Hank” Aaron came along. On opening day, April 4, 1974, Aaron smashed his 714th homer, tying Babe Ruth for the most home runs ever hit and extending the Atlanta Braves’ shutout lead over the Cincinnati Reds. A few weeks later, Aaron surpassed Ruth’s record, prompting a standing ovation from the crowd.
PASTA PRIMAVERA
Ingredients
• 12 ounces pasta, ideally fusilli • 1/2 pound broccoli florets
• 1 pint cherry tomatoes, halved • 1/2 teaspoon crushed red pepper flakes • 1/2 cup grated Parmesan cheese, ideally Parmigiano- Reggiano • Kosher salt, for pasta water and to taste
• 2 carrots, shredded • 1 yellow bell pepper, cut into strips
• 1/4 cup extra-virgin olive oil • 4 cloves garlic, thinly sliced
Directions
1. In a large pot, liberally salt water and bring to a boil. Add fusilli and cook according to package directions. Add broccoli, carrots, and bell pepper during the last 2 minutes of cook time. 2. Drain the pasta and veggies, reserving 1/2 cup of cooking liquid. Return pasta and veggies to pot. 3. In a large skillet, heat olive oil to medium heat. Add garlic and cook until translucent and golden, 30 seconds. Add tomatoes, red pepper flakes, and 1 teaspoon salt. Cook until tomatoes are wilted, about 2 minutes. Stir in reserved pasta water. 4. Add tomato mixture to pasta pot, stirring to coat evenly. 5. Divide into bowls, top with Parmesan cheese, and serve. Inspired by Food Network
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714-384-6531 www.maillylaw.com Mailly Law
PRST STD US POSTAGE PAID BOISE, ID PERMIT 411
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INSIDE THIS ISSUE
Putting the Legal Power Back in the Hands of the Innovator 2 Tactics Criminals Use to Steal From Older Adults A Chilly Legal Case Study Pasta Primavera 3 Great Opening Days in Baseball
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3 Hilarious April Fools’ Pranks Played by Businesses
COMPANIES THAT PARTICIPATE IN APRIL FOOLS’ DAY 3 Hilarious Pranks Played by Businesses
BURGER KING’S CHOCOLATE WHOPPER Just last year, Burger King fooled hungry customers by creating the Chocolate Whopper. The imaginary fast-food treat is made with chocolate cake buns, a chocolate “beef” patty, raspberry syrup as the ketchup, rings of white chocolate as the onions, milk chocolate as the lettuce, vanilla frosting as mayo, and candied blood oranges as the tomatoes. This prank was quite a creative feat by Burger King staff, and
April Fools’ Day might be the only appropriate time of year for you to prank your friends or coworkers with gags like dipping an onion in caramel and offering it as a candy apple or loosening the tops of the salt and pepper shakers. It’s also the one day of the year when big companies get to join in the mischief as well. Check out these company-wide April Fools’ jokes that left millions of people scratching their heads. NETFLIX’S PSA In 2015, everyone’s favorite online streaming company issued a PSA that warned binge- watchers all over the world of the social, physical, and psychological dangers of watching too much TV. In fact, if viewers watched more than two consecutive episodes of a show on April 1, they were greeted with a PSA from popular actors, like Michael Kelly from “House of Cards” or Taylor Schilling from “Orange Is the New Black.” Some stars even told Netflix users to “Turn off the TV and take a shower. You stink!”
merely watching the advertisement spiked glucose levels everywhere.
EHARMONY’S ‘FUREVER LOVE’ DATING SERVICE FOR DOGS Perhaps the most wholesome prank that’s ever been peddled to the masses was the launching of eHarmony’s FURever Love: Canine Compatibility Companion Service. The dating website claimed that based on the algorithms they use for creating compatible human relationships, they built this service to “create robust profiles for dogs based on key dimensions of their personality.” The biographies they created for the pups’ profiles included canine mate preferences, like “Looking for a tug-o-war partner,”“Must love squirrels,” and “It’s been ruff finding a quality stud to go on walks with.” While these April Fools’ Day jokes were all made in jest, the pranks certainly kept audiences guessing long after April 1 had passed, and it’s not hard to see why.
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