The legal field somedays seems to be teeming with scumbags. On other days, there are snakes. Still other days there are rats.
Fewer days are filled with good people.
And at the end of the day you are going to want someone you can trust as your counsel. I have seen over and over again counsel pick fights to their monetary advantage and to their client’s detriment. Maybe this is more of an issue with the billable hour system; maybe not. Maybe this has something to do with the economy; maybe not. I don’t know. I just know that many times the bark of the attorney is directly correlated with how confidently they overbill you for their services.
Next time don’t hire the scumbag attorney. Hire a reasonable problem solver you can trust. Why?
Because they aren’t just being a scumbag to the other side in your conflict…
“Discourage Litigation. Persuade your neighbors to compromise whenever you can. As a peacemaker the lawyer has superior opportunity of being a good man. There will still be business enough.” Abraham Lincoln
Emergency Action Plan
General Issues
1. Does the plan consider all potential natural or man-made emergencies that
could disrupt your workplace? Common sources of emergencies identified in emergency action plans include fires, explosions, floods, hurricanes, tornadoes, toxic material releases, radiological and biological accidents, civil disturbances and workplace violence.
2. Does the plan consider all potential internal sources of emergencies that could
disrupt your workplace? Conduct a hazard assessment of the workplace to identify any physical or chemical hazards that may exist and could cause an emergency.
3. Does the plan consider the impact of these internal and external emergencies
on the workplace’s operations and is the response tailored to the workplace?
Brainstorm worst case scenarios asking yourself what you would do and what would be the likely impact on your operation and device appropriate responses.
4. Does the plan contain a list of key personnel with contact information as well
as contact information for local emergency responders, agencies and contractors?
Keep your list of key contacts current and make provisions for an emergency communications system such as a cellular phone, a portable radio unit, or other means so that contact with local law enforcement, the fire department, and others can be swift.
5. Does the plan contain the names, titles, departments, and telephone numbers of
individuals to contact for additional information or an explanation of duties and responsibilities under the plan? List names and contact information for individuals responsible for implementation of the plan.
6. Does the plan address how rescue operations will be performed? Unless you are a large employer handling hazardous materials and processes or have employees regularly working in hazardous situations, you will probably choose to rely on local public resources, such as the fire department, who are trained, equipped, and certified to conduct rescues. Make sure any external department or agency identified in your plan is prepared to respond as outlined in your plan. Untrained individuals may endanger themselves and those they are trying to rescue.
7. Does the plan address how medical assistance will be provided? Most small employers do not have a formal internal medical program and make arrangements with medical clinics or facilities close by to handle emergency cases and provide medical and first-aid services to their employees. If an infirmary, clinic, or hospital is not close to your workplace, ensure that onsite person(s) have adequate training in first aid. The American Red Cross, some insurance providers, local safety councils, fire departments, or other resources may be able to provide this training. Treatment of a serious injury should begin within 3 to 4 minutes of the accident. Consult with a physician to order appropriate first-aid supplies for emergencies. Establish a relationship with a local ambulance service so transportation is readily available for emergencies.
8. Does the plan identify how or where personal information on employees can be
obtained in an emergency? In the event of an emergency, it could be important to have ready access to important personal information about your employees. This includes their home telephone numbers, the names and telephone numbers of their next of kin, and medical information.
Evacuation Policy and Procedure
1. Does the plan identify the conditions under which an evacuation would be necessary? The plan should identify the different types of situations that will require an evacuation of the workplace. This might include a fire, earthquake, or chemical spill. The extent of evacuation may be different for different types of hazards.
2. Does the plan identify a clear chain of command and designate a person
authorized to order an evacuation or shutdown of operations? It is common practice to select a responsible individual to lead and coordinate your emergency plan and evacuation. It is
critical that employees know who the coordinator is and understand that this person has the authority to make decisions during emergencies. The coordinator should be responsible for assessing the situation to determine whether an emergency exists requiring activation of the emergency procedures, overseeing emergency procedures, notifying and coordinating with outside emergency services, and directing shutdown of utilities or plant operations if necessary.
3. Does the plan address the types of actions expected of different employees for
the various types of potential emergencies? The plan may specify different actions for employees depending on the emergency. For example, employers may want to have employees assemble in one area of the workplace if it is threatened by a tornado or earthquake but evacuate to an exterior location during a fire.
4. Does the plan designate who, if anyone, will stay to shut down critical operations during an evacuation? You may want to include in your plan locations where utilities (such as electrical and gas utilities) can be shut down for all or part of the facility. All individuals remaining behind to shut down critical systems or utilities must be capable of recognizing when to abandon the operation or task and evacuate themselves.
5. Does the plan outline specific evacuation routes and exits and are these posted
in the workplace where they are easily accessible to all employees? Most employers create maps from floor diagrams with arrows that designate the exit route assignments. These maps should include locations of exits, assembly points and equipment (such as fire extinguishers, first aid kits, spill kits) that may be needed in an emergency. Exit routes should be clearly marked and well lit, wide enough to accommodate the number of evacuating personnel, unobstructed and clear of debris at all times, and unlikely to expose evacuating personnel to additional hazards.
6. Does the plan address procedures for assisting people during evacuations,
particularly those with disabilities or who do not speak English? Many employers designate individuals as evacuation wardens to help move employees from danger to safe areas during an emergency. Generally, one warden for every 20 employees should be adequate, and the appropriate number of wardens should be available at all times during working hours. Wardens may be responsible for checking offices and bathrooms before being the last person to exit an area as well as ensuring that fire doors are closed when exiting.
Employees designated to assist in emergency evacuation procedures should be trained in the complete workplace layout and various alternative escape routes. Employees designated to assist in emergencies should be made aware of employees with special needs (who may require extra assistance during an evacuation), how to use the buddy system, and any
hazardous areas to avoid during an emergency evacuation.
7. Does the plan identify one or more assembly areas (as necessary for different
types of emergencies) where employees will gather and a method for accounting for all employees? Accounting for all employees following an evacuation is critical. Confusion in the assembly areas can lead to delays in rescuing anyone trapped in the building, or unnecessary and dangerous search-and-rescue operations. To ensure the fastest, most accurate accounting of your employees, consider taking a head count after the evacuation. The names and
last known locations of anyone not accounted for should be passed on to the official in charge.
8. Does the plan address how visitors will be assisted in evacuation and accounted for? Some employers have all visitors and contractors sign in when entering the workplace. The hosts and/or area wardens, if established, are often tasked with assisting these individuals evacuate safely.
Reporting Emergencies and Alerting Employees in an Emergency
1. Does the plan identify a preferred method for reporting fires and other emergencies? Dialing 911 is a common method for reporting emergencies if external responders are utilized. Internal numbers may be used. Internal numbers are sometimes connected to intercom systems so that coded announcements may be made. In some cases employees are requested to activate manual pull stations or other alarm systems.
2. Does the plan describe the method to be used to alert employees, including
disabled workers, to evacuate or take other action? Make sure alarms are distinctive and recognized by all employees as a signal to evacuate the work area or perform other
actions identified in your plan. Sequences of horn blows or different types of alarms (bells, horns, etc.) can be used to signal different responses or actions from employees. Consider making available an emergency communications system, such as a public address system, for broadcasting emergency information to employees. Ideally alarms will be able to be heard, seen, or otherwise perceived by everyone in the workplace including those that may be blind or deaf. Otherwise floor wardens or others must be tasked with ensuring all employees are notified. You might want to consider providing an auxiliary power supply in the event of an electrical failure.
Employee Training and Drills
1. Does the plan identify how and when employees will be trained so that they
understand the types of emergencies that may occur, their responsibilities and
actions as outlined in the plan? Training should be offered employees when you develop your initial plan and when new employees are hired. Employees should be retrained when your plan changes due to a change in the layout or design of the facility, when new equipment, hazardous materials, or processes are introduced that affect evacuation routes, or when new types of hazards are introduced that require special actions. General training for your employees should address the following:
• Individual roles and responsibilities;
• Threats, hazards, and protective actions;
• Notification, warning, and communications procedures;
• Emergency response procedures;
• Evacuation, shelter, and accountability procedures;
• Location and use of common emergency equipment; and
• Emergency shutdown procedures.
You may also need to provide additional training to your employees (i.e. first-aid procedures, portable fire extinguisher use, etc.) depending on the responsibilities allocated employees in your plan.
2. Does the plan address how and when retraining will be conducted? If training is not reinforced it will be forgotten. Consider retraining employees annually.
3. Does the plan address if and how often drills will be conducted? Once you have reviewed your emergency action plan with your employees and everyone has had the proper training, it is a good idea to hold practice drills as often as necessary to keep employees prepared. Include outside resources such as fire and police departments when possible. After each drill, gather management and employees to evaluate the effectiveness of the drill. Identify the strengths and weaknesses of your plan and work to improve it. (USLegal)
The time to prevent disputes is before they occur. Experience proves that owners anxieties created in dealing with one another are inversely proportional to the effort they spend addressing business problems in the event that they should happen. Dealing with these contingencies before they manifest themselves is the secret to a harmonious business relationship with other owners. Use the checklist below to determine areas where you may need assistance. (US Legal)
Checklist – Buy/Sell Agreements – Contingencies (By USLegal Forms)
I. Basic types of buy-sell agreements
A. Entity purchase,
B. Cross purchase, and
C. Wait and see purchase.
II. Entity purchase or redemption buy-sell agreement
A. Business itself buys separate life insurance policies on the lives of each of the co-owners.
B. Business usually pays the annual premiums and is the owner and beneficiary of the policies.
III. Cross purchase buy-sell agreement
A. Each co-owner buys a life insurance policy on each of the other co-owners.
B. Each co-owner pays the annual premiums on the policies they own and are the beneficiaries of the policies.
IV. Wait and see buy-sell agreement
A. Combines features from both the entity purchase and cross purchase models. B. Business can buy policies on each co-owner, the individual co-owners can buy policies on each other, or a mixture of both methods can be used.
V. Applicability
A. Should the agreement apply only to the current owners or should be binding on all owners throughout the life of the business entity.
B. Should the agreement provide that it supersedes all other agreements to redeem a business interest?
C. Is the agreement being reviewed annually? (Changes of price or terms should require a unanimous vote of the owners.)
VI. Type of Agreement
A. Should the agreement be structured as a redemption agreement or as a cross- purchase agreement?
B. Should the agreement be structured:
1. To require the seller to sell and the buyer to buy?
2. To give the buyer an option to require the seller to sell?
3. To give the seller an option to require the buyer to buy?
4. To give a right of first refusal to the buyer?
5. Should the death of an owner cause an automatic buyout of the owners interest or should his family be allowed to remain as an owner?
VII. Buyout Price and Time for Payout
A. Should the buyout price from the estate or heirs of a deceased owner be addressed?
1. If yes, when should be paid?
2. What interest rate should the obligation bear?
B. Should the buyout price to a disabled owner be addressed? If yes, when would be paid?
C. Should the buyout price to an owner who resigns or is dismissed be addressed? If yes, when should be paid?
D. Should there be a difference in price if there an amiable parting of ways? If yes, when should be paid?
E. Should the buyout price to an owner who goes bankrupt be addressed? If yes, when should it be paid?
F. Should the price reflect the fact that you are selling to a long time business associate rather than an outsider?
G. Should the agreement provide that the buyout be funded by life insurance or some other investment vehicle?
H. If funded with life insurance, should the type of life insurance used be addressed (i.e. term life, ordinary life, last to die, paid-up life, universal or an endowment policy?)
I. Should a life insurance trust be used?
J. Should all of the policy proceeds be required to be used to redeem the interest?
K. Can part of the proceeds be used to help the entity recover from the loss of the owner?
L. Should whole life insurance policies with cash values be transferred to the owner at termination or retirement?
VIII. Security
A. Should the agreement be guaranteed or secured?
B. If so, should the security be in the form of:
1. A pledge of business assets?
2. A personal guarantee by the other owners?
3. An agreement obligating the entity to refrain from increasing salaries, paying dividends or making loans until all outstanding liabilities to the beneficiaries are paid?
C. Should the disposition of owners’ loans, whether receivables or payables, in the event of termination because of death or disability be addressed?
D. Should the disposition of owners’ cans in the event of termination other than because of death or disability be addressed?
IX. Covenant Not to Compete
A. Should there be a covenant not to compete?
B. If so, should there be geographic and time limitations?
X. Other
A. Should there be a period of disability before the other owners of the business have the right to buy out a disabled owner?
B. Should an owner have the right to transfer or assign to a trust, for estate-tax planning purposes, their rights and interests in the business?
C. Should the spouses of the owners sign the buy/sell agreement?
D. Do other family members presently own any stock?