Legal Updates: Supreme Court Rulings & Employment Law

[00:00:00][Music] hi we got a little burst of Music there for a second hi everyone thanks for being here welcome back to our Tuesday webinar uh where we share uh interesting legal updates um and um other content for for all of you so thanks for being here especially during a holiday week I know a lot of people are probably not going to be here today but um let's let's get on with the agenda um today we have uh four presenters uh we're going to start with Nick Jacobson who is um it says associate there on his slide that's coming up but I know that he's actually a member um of our Rochester office who will give us a litigation update Nick's going to be a regular moving forward this year with more litigation updates we're gonna we're gonna get Nick back here on a semi-regular basis to you know let us know what interesting cases have um been decided that might impact you so um thanks Nick for doing that um today he's going to talk about a significant Supreme Court case that we've recently heard about um in the in the popular news actually um I was at a party over the weekend and I had a non- lawyer friend come up to me and say what's this I hear this this decision that's like important about I don't know agencies and I said oh my gosh I can't believe people who are not lawyers are talking about this but it really is a big deal um this case overturning Chevron so uh Nick's going to talk about that as well as another case um related to the standard for um imputing liability for harassment to employers really something that we watch very very closely um after Nick we'll have Liz Morgan talk about another uh another issue related to family business sucession planning um which I also believe is an outgrowth of of a case that recently was decided but Liz Can you can correct me if I'm wrong when we get to that um Tommy on here in the Syracuse office is here with us frequently to give nlrb updates and he's here to tell us about a very significant update um out of the nlrb and finally Colin's going to give us just a little primer about joint employment in New York we'd like to do this occasionally offer content that's not necessarily related to an legal development but just a concept that we think our our friends and clients uh would benefit from knowing before we actually get started and we turn it over to Nick I did want to just share one other tidbit um the um I we didn't think this was worthy of a full five or 10 minute presentation but I I uh saw a news article last week that um Governor hokel has ended covid sick leave for New York state employees so uh I don't know if we have any uh sort of New York state agencies on here that this might affect but I just found it really interesting that um you know the legislature decided to continue covid sick leave um for another year for private sector employers um but for and I'm not talking about local government employees but in terms of employees that actually work for New York State covid sick leave is has been ended for them so just thought that was really interesting move by the governor to you know uh to make that decision for her own employees while we still have it for private sector um with that just a fun tidbit um with that I'll turn it over to Nick who's going to give us this litigation update about um the Chevron overturning and the um harassment case so thanks for being here Nick thanks Kristen um yeah so the first case that I'm here to talk about today is uh ler brigh Enterprises and uh Relentless Inc versus the Department of Commerce uh in these cases uh you might have heard refers to in the news uh more commonly based on the decision that they overturned which as Kristen said was the Chevron decision so both of these cases were companion cases brought by Herring fishing companies and they challenged actions of the Secretary of Commerce and the national Marine fishery service in establishing an industry funded monitoring program and that program uh required monitors to be on fishing vessels uh to monitor uh over fishing regulations and other things of that nature and it shifted the costs of administering that program onto the fishing companies themselves to pay for having the monitors on board their boats uh next slide please so in these cases the Supreme Court overruled its decision in Chevron V national resources defense Council and that Case established the Chevron Doctrine uh which applied where a statute was silent or ambiguous on a specific issue if that was the case the Chevron Doctrine required courts to defer to an implementing agency's interpretation so long as that interpretation was permissible under the statute and the court had to defer to the federal agency uh in in interpreting the statute even if the court itself interpreted the statute differently um so in this case it would have been required to follow the interpretation of the Department of Commerce uh in ruling on the case uh next slide please so in a 6-3 decision uh the Supreme Court held that courts no longer have to give deference to agency interpretations of statutes that they administer and this was an extremely significant change in the law the chevron case has been cited over 18,000 times in subsequent decisions um so this really is a substantial departure and a very significant uh change and and that's one reason that we're hearing so much about it in the news um in overruling the chevron case the Supreme Court found that it was inconsistent with the administrative procedure act or APA and the APA establishes uh the procedures that must be followed by federal agencies and also instructs courts on how to review agency actions uh the Supreme Court held that the APA directs courts to decide legal questions in their own judgment uh but what it does not uh mean is that the court can't consider the agency's opinion the court still can consider the agency's expertise practice uh and the need for consistency in um reaching its own interpretation on the statute and it also allows for agencies to make policy decisions where they've been granted that Authority by Statute uh next slide please so why is this important many agencies rely on deference when adopting rules or deciding issues before them uh and that would include a lot of agencies that are employers and businesses deal with such as OSHA the Department of Labor uh and the nlr be uh now challenges to those rules and decisions will be easier because the agency can't rely only on its own interpretation and showing that their interpretation is reasonable instead the agency is going to have to demonstrate that their interpretation uh is consistent with the best interpretation of the statute and if the court disagrees uh their rule or their decision could be overturned uh so the loss of that difference really is going to change the nature of litigation challenging agency rules and decisions um for instance this change could affect current litigation with the do regarding overtime exemptions and independent contractor classification uh with the nlrb over joint employment rules and also with OSHA over a rule which allows Union representatives to accompany inspectors uh even in non-unionized workforces uh so this is something that um you know we certainly wanted to bring to your attention the decision just came out uh late last week on Thursday I believe uh and it's something that I think you're going to be hearing more about uh potentially in next week's webinar I believe a colleague is going to dive uh a little deeper into the effects of this decision but it's something that we wanted to uh bring to all your attention uh and and kind of give you a little bit of an explanation because we're sure you've been hearing about it uh next slide please okay so the second case I wanted to discuss today is MH versus Starbucks uh and this case concerned a sexual harassment action commenced against Starbucks by a former Barista uh under the New York human rights law uh Starbucks made a motion to dismiss the harassment claims uh among other claims uh and in rendering its decision the court considered whether the plaintiff had alleged sufficient facts for liability to be imposed on Starbucks or the harassment of its employee uh and the standard for imputing liabilities for cooworker on coworker harassment has been somewhat unclear since 2019 when you may remember there were some very substantial uh amendments to the New York human rights law next slide please okay so since the 70s there's been a uh defense available to employers under federal law called the farer eler defense and it applies under title 7 um and that defense applied where there was no tangible employment action against the plaintiff employee so there was no discharge demotion suspension nothing of that nature it applied in harassment type claims and it applied where the employer could demonstrate that they exercised reasonable care to prevent and correct harassing Behavior and the employee unreasonably failed to take advantage of protective or corrective opportunities provided by the employer so the classic situation where that defense applied was where an employer had an established harassment uh prevention policy and that policy contained a reporting mechanism and the employee failed to uh use that reporting re uh mechanism to bring uh report of harassment to the attention of the employer so the employer could correct back to the behavior at issue um there was a similar standard under New York law for the New York human rights law prior to the 2019 Amendment and it was established in the case Forest V uh Jewish Guild for the blind which was uh a pretty important New York state court of appeals decision uh regarding the standards applicable under the New York human rights law and in that case the court of appeals held that the employ could not be liable unless it became a party to the harassment uh by encouraging condoning or approving of it next slide please then in 2019 the New York human rights law was amended such that it included a provision that states the fact that an employee did not make a complaint about harassment to the employer shall not be determined of whether or not the employer shall be liable so it essentially undercut the fager eler defense but the amendment was kind of interesting and that it didn't directly address the holding under Forest V uh Jewish Guild for the blind that an employer can't be liable unless it condones approves of or approves of the harassment so as to become a party to it um so that kind of left that question open and in the MH versus Starbucks decision uh the southern district of New York reaffirmed that the employer must condone encourage or approve of cooworker on cooworker harassment to be liable uh next slide please so how did the court apply that standard in that uh MHP Starbucks case um there the plaintiff alleged that uh despite Starbucks having received numerous reports of harassment by the coworker uh who was a shift lead so the cooworker was uh somewhat at least in a position of authority um despite having those reports uh Starbucks engaged in a pattern of failing to adequately investigate or discipline the employee and in this case the Court held that the allegations were far from airtight but sufficient to survive dismissal essentially they held that the allegations um were sufficient to show that the employer uh egregiously failed to take action despite the notice that they had um of the co-workers harassment of other employees and in that manner approved of or condoned the harassment um whether or not the plaintiff is able to Prevail uh further down line on summary judgment uh remains to be seen so I think the important takeaways here for us as employers are there is definitely still uh value in having adequate procedures to prevent and remedy harassment among employees uh and that can be a defense to liability if there is a subsequent action taken against us so if we do the right thing uh when we get a report of harassment that might be uh the basis of a defense down the line but if we fail to adequately respond to reports of inappropriate conduct uh an employee might be able to point to that failure as evidence that we condoned or approved of harassment uh and it could open the door to liability uh so I think that that's a a very interesting case for all of us to uh take a look at one because it it clarifies the standard for uh employer liability uh for cooworker on cooworker harassment after the 2019 amendments and it's also a good reminder that how we respond to uh reports of inappropriate conduct by employees could be critical uh in defending litigation down the line thank Nick really helpful really interesting um I personally am very excited about this Starbucks case so um really helpful um and we'll see you see you next month when you're back with your next litigation Roundup thank you I look forward to it yeah okay great so moving on to Liz Morgan um going up a few floors here in my building if you want to know exactly where we're located um what tell us about this new article that you just uh wrote for us Liz sure hi everyone everyone thanks for having me my name is Liz Morgan I'm a business associate here in Syracuse and generally what I do is I help companies and business own owners in all their corporate needs with formation dissolution governance I'm also a mergers and acquis acquis Acquisitions excuse me attorney I assist both buyers and sellers and mid-market companies and I also assist with business succession planning which is why I'm here today I'm talking about another Supreme Court casee which is Connelly it's much more narrow in scope than Chevron uh but it involves the valuation of small uh family-owned businesses and has a significant impact on business owners Nationwide and this was a a rare unanimous opinion by the court so what the Court ruled on is specifically ruled on how life insurance proceeds and Redemption obligation should be treated for federal estate tax purposes let's let's unpack that uh let me break it down by taking a few steps back so as a general background many small private companies are closely held with very few shareholders oftentimes these shareholders are family members and sometimes upon a shareholder's death these other shareholders want to keep the shares amongst the current shareholders or keep it in the family they don't want the other shareholders to be going down the street and you know bringing a stranger into the company they want to keep it closely held this is uh when the shareholders can enter into what we call a buy sell agreement a buy sell can ensure that the ownership of the company continues on in a manner that's in the best interest of the company and fair to the owners by spelling out exactly what happens under different different triggering events such as death for example uh a buy sell can state that upon the death of a shareholder uh the other shareholder has the option to purchase the uh the deedon shares or uh it can also state that the company is required to buy back the shares which is what is called a Redemption so either a shareholder can buy the deason shares or the company can take back the shares in both circumstances the shareholder stake closely held so how life insurance proceeds come into play is that the company or the shareholders can take out a life insurance policy on the life of the other shareholders then upon the death of a shareholder the proceeds of that insurance can be used to buy out the stock and pay it out to the estate uh depending how the policy is set up either the shareholders can use the proceeds to buy the shares and increase the number of shares or the company can purchase back the shares in a Redemption this is a very common practice in closely held companies I help draft byy cell agreements uh fairly frequently so this what brings us to the Connelly case without getting too much in the weeds and the facts essentially there were two brothers there were each shareholders they entered into a buy sell the company was valued roughly at 3.6 million and the company had a $3 million life insurance policy on the brothers one brother died and for the buy sell the brother did not the other brother the surviving brother did not exercise his option to purchase the shares so as a default the company was required to redeem back the shares using the life insurance proceeds of 3 million bucks so the estate filed tax on that $3 million because that was the purchase price the IRS disagreed the Iris stated that the insurance proceeds were actually added to the fair market value of the company and the Supreme Court held this decision so the tax liability went from $3 million which was the purchase of the shares to over6 million bucks and thus increasing the estate tax significantly so specifically the estate tax value is not reduced by the Redemption obligation so it wasn't reduced by the obligation the company had to buy it back um this is a so the takeaway here if you had to do a takeaway is that life insurance proceeds in a Redemption is added to a valuation of a company and will increase estate tax this case really underscores the importance of strategic estate planning for business owners what can we do here are a few things I you know we can do uh review Buy sell agreements in place you want to ensure that these Agreements are structured with tax implications in mind there are also other ways you can structure these Buy sell agreements consider a cross purchase agreement what's the difference this is where shareholders purchase insurance on each other so rather than the company buying Insurance on a shareholder it's another shareholder buying insurance on the death of of another shareholder these insurance proceeds go to that shareholder to buy out that stock it completely leaves out the valuation purposes of the business that's another option I would encourage also to review life insurance policies analyze the impact of life insurance policies on the state's valuation and also consult with tax and legal experts so that's all I have on this case uh there's an info memo on this topic that you can access on my website bio if you have any questions on this at all I'd be happy to talk please don't hesitate to reach out thank you very much Liz um and Liz's contact information is right there if you do want to follow up with any questions on that um so our next presenter is Tom iron who as I mentioned earlier has been here many times to give us updates about nlrb cases so I understand we have a case Tom that U has now applied the CeX decision CX decision being something we've talked uh about on this webinar before um is that right that's right Kristen tell us I hadn't been on in a couple of weeks and I thought maybe you had um when we had that burst of music maybe you had um introduced walk up music it's a great idea actually I'm gonna have all presenters pick a song from now on could be a lot of fun okay good afternoon everyone thanks for joining us I'm I'm pleased to be back um Kathy if you could go to the next slide please I really want to talk about two uh developments um in um the National Labor Relations Act the first one is um a decision by the board to impose a bargaining order on the Red Rock Hotel in um Las Vegas so if we could go to the next slide I'll give you a little bit of a rundown on the case um this is this started out as as sort of a classic um Union representation case so the union files its n RB petition and and note the date back in 2019 almost 5 years ago um a very large bargaining unit 1300 employees of service employees mostly in and around the um Hotel in Las Vegas um the election is held uh two months later and the union loses that election um by a significant margin uh uh the union files various unfair Labor practice charges against the employer uh the labor board doesn't investigation and goes into federal court um before the board has um adjudicated the case before there's even a complete hearing um the labor board goes into federal court and gets an injunction against the employer uh remedying certain conduct and we're going to talk talk more about the so-called 10j injunction in the second half of this presentation um but it was an element of the um Red Rock case as well um after hearing multiple days of hearing we get a decision by the administrative law judge that gets appealed to the labor board and uh last month the labor board issues its decision now um the first thing I point out is is it's almost five years later between the time that the uh election started and the board issues its decision a great deal has happened in that fiveyear period um and as Kristen mentioned one of the aspects of this case it's significant is it's the application of cax um so let's talk a little bit about cax and Kathy if you flip the slides um just as a pressure back last year August of 2023 the labor board came out with this decision which we focus on um employers who don't currently have a union and the fact that this decision um created a new framework under which if the union filed or demanded recognition whether they filed a petition or simply made demand to the employer the employer had two weeks to to take action um and if there had been no petition filed to to the employer was obligated to file that petition so that that's what was the focus at the time the case came out um in terms of those who uh did not have an ongoing Union campaign and were looking uh to remain Union free the other piece of that case was the board taking the position that if there had been a demand for recognition and the employer committed an unfair Labor practice or unfair labor practices the board was going to dismiss any pending representation proceeding and award the union a a bargaining order place the Union in as the representative of the employees as a essentially as a penalty as a remedy for the employer engaging in UN in an unfair Labor practice that's the rule of law that exists today it is on appeal to the court of appeals um and if you're following along with the timeline you might be saying well wait a minute the conduct of the employer in Red Rock occurred back in 2019 2020 um even with the best crystal ball you couldn't have imagined um that the law would change in this way um uh uh four years later and be applied to you five years later but that's the nature of the law that we're dealing with the labor board is going to apply uh the law as it exists today even though the contact conduct may have occurred um years ago so what's the nature of the conduct in the Red Rock case um Kathy if you flip slides we've got some sort of classic unfair labor practices that the board board found uh confirming the decision of the district court and the administrative law judge um there was a substantial implementation of of benefits that the employees had been advocating for shortly before the election and um some comments uh that the board found credible um where the employer indicated or at least the board um inter preted those statements as these new benefits would not be available to employees after the election so there was a clear sense of this is what according to the according to the labor board um this is what we the employer offer you on a non-union basis it's not going to be there if you unionize um and that's that's a again assuming that the board got it right in terms of the evidence That's a classic um uh type of conduct that that that is troubling to the board um impacts the the conditions for fair election um the case also has what can only be described as a Las Vegas unfair Labor practice the employer um served free Stakes to hundreds of its employees and um Brandon on the stakes was the were the words vote no in another words words vote against the union um I've never seen that in in 37 years of of of practice buttons and t-shirts and hats um that said vote no but never a delicious sirloin State um so in light of these uh what the board characterized as egregious unfair labor practices uh it concluded that um under cmax that that that was a sufficient basis the union having um demonstrated its majority status at one point demanded recognition at one point again back in 2019 uh here in 2024 uh the board um imposed a bargaining order on the employer in other words um we're not going to have a second election we disregard the fact that the Union lost the election um and we require the employer now going forward uh to recognize the Union as the bargaining representative of all 1300 employees and to bargain in good faith um with the Union I no doubt that the Red Rock Hotel will uh take this on appeal um and I would point out that while this is the first time the the board has specifically uh relied on the cax rationale U it also sort of in a belt and suspender sort of way applied the um prior standard the gizo bargaining order standard and concluded that the conduct here was so egregious that even under the prior standard a bargaining order would have been um appropriate so that's the Red Rock case stay tuned as that develops the second part of this discussion deals with the involvement of the court in the 10j injunction um and if Kathy if you'd flip to the next slide so uh you know we talk sort of offhandedly about a 10j injunction what does that mean well it's a reference to uh section 10j of the National Labor Relations Act which specifically authorizes the labor board to go into federal district court and seek an injunction from the court um to protect the status quo uh while the labor board's process is ongoing and we've just seen an example that the labor board's process is a multi-year process between the time a complaint is filed or charge is filed a complaint is issued a hearing is held an administrative law judge rules appeal is taken and the labor board rules multi-step process can take several years um the uh Congress and its Infinite Wisdom granted the board the authority to go into court in advance of its final decision and seek an order to keep the status quo and sort of the classic case is if you have a union organizing campaign and the employer fires the uh lead Union organizing employee and the labor board claims that that discharge was unlawful it was motivated by anti-un animus um the labor board will seek an injunction to reinstate that employee so that the issue of whether or not he or she should should have been terminated for cause or was unlawfully terminated um gets resolved through the board process and and the um individuals still in the workplace able to engage in and concerted protected activity um so in the Red Rock case and in the case cited here Sachs against insa uh the labor board goes into court and gets an order um that includes the obligation for the employer to uh recognize the union and uh bargain with the Union on behalf of the employees and if you're paying attention you ask the question well how is that a maintaining the status quo this was a non-union work environment there may have been a petition to to um elect the union but but there hasn't been any demonstration through that process that the union is the majority's representative how does the how does the court the board conclude um that that an injunction is appropriate and and the answer is two part one is that prior to last month there was deference given to the labor board by the courts in in issuing these injunctions and two the board's theory is at some Moment In Time the union had majority status and they demanded recognition and the employer subsequent conduct um diminish that that that that majority status and and we're trying to get a court order that puts back in time that moment when the union had majority status and was uh in the board's the the appropriate representative it's a real thin read but cases like Red Rock and and this insa case are ones where the the courts have deferred to the board again as I said until last month where the Supreme Court in another Starbucks case and um reminiscent of Nick's discussion of the um Chevron uh uh uh decision um was was less willing than many courts and establish a principle um of less difference to the nlrb and in particular what the court said was um an a a a preliminary injunction of this sort is an extraordinary Remnant you really have to show that you're entitled to relief and that there will be imminent irreparable harm if you don't get that injunction and those same standards that apply in all civil cases um where a party seeks an injunction applied to the labor board as well um the board reversed the decision and remanded uh um the Starbucks case to to um apply this new more rigorous standard to the board's request for an injunction so where does that take us Kathy takes us to the last slide um clear evidence that the nlrb and their general counsel are are continuing their aggressive push here uh including using the courts for that purpose um their decisions to date have made it easier for unions to organize and and and organize more quickly and that means for um all of you who are interested in maintaining a union-free um work environment you need to be right you need to understand where you may be vulnerable you need to make sure that you're super supervisors are alert to um uh potential warning signs and most importantly um that that from the top down from the highest level manager down to the first line supervisor that they're implementing the Labor Relations um vision and philosophy and policies that you've put in place um to uh recognize the value of your employees and encourage them to remain Union free um with those thoughts I'll I'll I'll pass it back to Kristen and wish everybody a wonderful holiday uh on Thursday um for the Fourth of July thanks very much thank you Tom and I hope you have a nice fourth as well um okay uh before we jump to our last presenter Colin one one quick thing um there are a couple questions in the chat uh about lizz's presentation so I thought we could bring Liz back just for a sec to uh some give quick answers to that Elizabeth do you want to tell us what what you see here in the Q&A yeah sure so the first question was the applicability to L's I was kind of talking about corporations right not kind of I was talking about corporations and shareholders but uh yes this is applicable to llc's it wouldn't typically be called a buy sell agreement um it would be probably terms Incorporated in an operating agreement oftentimes operating agreements have restrictions of transfers and you can take uh you can have insurance or life insurance policies on different members in an operating agreement so yes it is applicable to llc's uh the second question was with respect to if the shareholders are trust and whether that can um you know avoid some of the issues that Connelly presented and so my my short answer is no I think that the the issue is here is that if when the company has the contractual obligation to purchase the shares that's when the valuation of the company is increased and the the estate taxes increase you can hold another option so I said that a way of getting around value tricky valuation issues is uh you can have a cross purchase agreement which the company is left out entirely this is agreements amongst the shareholders the shareholders have taken out life insurance policies on each other and so when a shareholder dies you can uh the insurance proceeds are exchanged between the shareholders similarly the insurance can be held in a trust be I've seen I've also worked with clients that have held insurance policy issues in a partnership it's just as long as it's completely separate from the company itself uh you know taking those proceeds and increasing the valuation so that's my really short complicated answer and again I encourage you to reach out to me or anyone in our business or trust States Practice Group great thank you so much Liz for for jumping back on to do that I thought that was an easier way than typing a lengthy answer um all right Colin sorry for that delay but you're up now no problem joint employment in New York thanks Kristen so so I'm the kaboose everybody we're gonna finish this train uh with some Basics on um employment law um and I want to talk about joint employment because it's something that I think we see quite often here in New York and I'm often surprised by uh uh my clients who are surprised by the concept of joint employment and why what it means and why it's been implicated in a particular situations so you know we we think of the employment relationship as a binary one there is a single employer and a single employee um and that's the standard relationship but obviously in the modern workplace um there are lots of various entities that may have influence or some form of control over employees in a particular workplace and that's why the concept of joint employment has become very robust uh a theory and a doctrine that is used in various statutes uh where we get involved in litigation and so it's important to have I think your radar on about whether or not you might be a jointed employer in a particular situation um and what you can do uh to minimize any risk so what is joint employment joint employment is the concept is an employee is formally employed by one employer we can call that the primary employer and it in that circumstance based on the facts of the of the setting that employee may be deemed to be constructively employed also by another employer the secondary employer if that secondary employer exercises sufficient control over the employees terms and conditions of employment and again as I said no one is surprised that they are the employer of record for particular employee it's when that secondary employer um often gets uh tapped on the shoulder and is said to have some kind of potential liability in the situation that people that people are surprised when what are the common joint employment situations um you know typically it might be a situation where you have a primary primary employer and then a a contractor or subcontractor also involved at the work site very often it's a primary employer and a um staffing agency um who's sending employees uh to the to the workplace it can also be a a situation where you have a primary employer and a professional employment uh organization the organization that maybe does HR onboarding training uh payroll those types of things as well I have seen in my personal experience in New York um anytime there's been a staffing agency involved an employee who's you know know an employee of that primary employer the staffing agency but is assigned to a workplace so is working at a place of the secondary employer um inevitably um in division of Human Rights and EEOC cases both parties will be named in the in the action now that doesn't mean there's going to be ultimate liability down the road but but it is a potential um in the circumstance now there as I said there are various tests I'm not going to get into the details of what the those tests are but the courts and agencies apply different tests to determine whether or not a joint employment situation exists there are various tests under the fair labor standards act that's for wage and hour matters the FMLA for leave um the title 7 uh as well as the New York State uh human rights law um so all of those are potential avenues for individuals to find a joint employment situation I also want to just quickly differentiate joint employment from a a related similar topic but but different and unfortunately people use the two terms uh interchangeably but there's joint employment and then there's a concept called the single employer that's where two nominally distinct entities effectively operate as one single unit unified structure or integrated Enterprise and that's more common commonly the situation where let's say you have a parent and a subordinate or a brother and sister uh corporations um in those circumstances again collectively they can be deemed to be one employer why is that relevant well very often we see it in the circumstance where you're evaluating coverage maybe there's a large employer that has a certain a large number of employees but the subordinate employee the sub or or the side business is very small and may not have a sufficient number of employees to be covered for purposes of say title 15 employee threshold or the New York state warrant act for 50 employees in those circumstances again if you meet that single employer test the two entities are combined such that they will qualify for coverage under under the statute and you'll have to comply with the law what can you do obviously the first thing to be sure is to be aware if you have a potential joint employment situation you know very often I think i' I've seen employes es employers excuse me um be surprised when um a staffing agency and the primary employer are then combined or dealt with together in a um in an action because they felt that you know they've been trying to be hands off for the employee but I've also seen situations where the staffing agency has been sending one or more of the same employees to that location and the more that employer of record the one at the work site is doing things like assigning the employees to particular work sites uh directing their work uh imposing forms of discipline doing some forms of training providing any forms of you know privileges like parking privileges some form of benefit privileges you're going to be a joint employer even though maybe the staffing agency is is writing the paychecks as providing the health insurance benefit so so really important to to just be aware that and then it's also important if you have these contractual relationships either with a staffing agency or with a subcontractor contractor you really need to examine the indemnification provisions of those uh of those agreements try to understand what it means if litigation is brought are you going to have to or is is the staffing agency for example going to defend and indemnify any claims even if you're also named the employers also named in the matter take a look at those agreements make sure that they're as airtight as possible um and call your local Bond attorney if you fall into any trouble with joint employment it's an interesting topic and we're happy to uh happy to help you work through it thanks Colin all right well that wraps things up for the day thanks for being here happy fourth everyone and um reach out if you have any further questions we'll see you back here uh next week bye bye