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Democrats Eye a Major Shift in How Corporations Are Taxed

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Democrats Eye a Major Shift in How Corporations Are Taxed

WASHINGTON — On the heart of the brand new local weather and tax package deal that Democrats seem like on the verge of passing is among the most important adjustments to America’s tax code in many years: a brand new company minimal tax that might reshape how the federal authorities collects income and alter how the nation’s most worthwhile firms spend money on their companies.

The proposal is among the final remaining tax will increase within the package deal that Democrats are aiming to move alongside occasion strains in coming days. After months of intraparty disagreement over whether or not to boost taxes on the rich or roll again a few of the 2017 Republican tax cuts to fund their agenda, they’ve settled on a longstanding political ambition to make sure that massive and worthwhile firms pay greater than $0 in federal taxes.

To perform this, Democrats have recreated a coverage that was final employed within the Eighties: attempting to seize tax income from firms that report a revenue to shareholders on their monetary statements whereas bulking up on deductions to whittle down their tax payments.

The re-emergence of the company minimal tax, which might apply to what’s referred to as the “guide revenue” that firms report on their monetary statements, has prompted confusion and fierce lobbying resistance because it was introduced final month.

Some initially conflated the measure with the 15 p.c international minimal tax that Treasury Secretary Janet L. Yellen has been pushing as a part of a global tax deal. Nonetheless, that may be a separate proposal, which in the USA stays stalled in Congress, that will apply to the overseas earnings of American multinational firms.

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Republicans have additionally misleadingly tried to grab on the tax improve as proof that President Biden was prepared to interrupt his marketing campaign guarantees and lift taxes on middle-class employees. And producers have warned that it will impose new prices at a time of speedy inflation.

In an indication of the political energy of lobbyists in Washington, by Thursday night the brand new tax had already been watered down. On the urging of producers, Senator Kyrsten Sinema of Arizona persuaded her Democratic colleagues to protect a invaluable deduction, referred to as bonus depreciation, that’s related to purchases of equipment and tools.

The brand new 15 p.c minimal tax would apply to firms that report annual revenue of greater than $1 billion to shareholders on their monetary statements however use deductions, credit and different preferential tax remedies to scale back their efficient tax charges nicely beneath the statutory 21 p.c. It was initially projected to boost $313 billion in tax income over a decade, although the ultimate tally is more likely to be $258 billion as soon as the revised invoice is finalized.

The brand new tax might additionally inject a higher diploma of complexity into the tax code, creating challenges in finishing up the regulation whether it is handed.

“When it comes to implementation and simply bandwidth to take care of the complexity, there’s little question that this regime is advanced,” stated Peter Richman, a senior lawyer adviser on the Tax Regulation Heart at New York College’s regulation college. “This can be a massive change and the income quantity is massive.”

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Due to that complexity, the company minimal tax has confronted substantial skepticism. It’s much less environment friendly than merely eliminating deductions or elevating the company tax fee and will open the door for firms to search out new methods to make their revenue seem decrease to scale back their tax payments.

Related variations of the concept have been floated by Mr. Biden throughout his presidential marketing campaign and by Senator Elizabeth Warren, Democrat of Massachusetts. They’ve been promoted as a method to restore equity to a tax system that has allowed main firms to dramatically decrease their tax payments by way of deductions and different accounting measures.

In accordance with an early estimate from the nonpartisan Joint Committee on Taxation, the tax would most probably apply to about 150 firms yearly, and the majority of them could be producers. That spurred an outcry from manufacturing firms and Republicans, who’ve been against any insurance policies that reduce the tax cuts that they enacted 5 years in the past.

Though many Democrats acknowledge that the company minimal tax was not their first selection of tax hikes, they’ve embraced it as a political winner. Senator Ron Wyden of Oregon, the chairman of the Senate Finance Committee, shared Joint Committee on Taxation information on Thursday indicating that in 2019, about 100 to 125 firms reported monetary assertion revenue higher than $1 billion, but their efficient tax charges had been decrease than 5 p.c. The common revenue reported on monetary statements to shareholders was practically $9 billion, however they paid a mean efficient tax fee of simply 1.1 p.c.

“Firms are paying rock-bottom charges whereas reporting report income to their shareholders,” Mr. Wyden stated.

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The Treasury Division had reservations in regards to the minimal tax concept final 12 months due to its complexity. If enacted, Treasury could be answerable for crafting a raft of recent rules and steering for the brand new regulation and for making certain that the Inside Income Service might correctly police it.

Michael J. Graetz, a tax regulation professor at Columbia College, acknowledged that calculating minimal taxes was sophisticated and that introducing a brand new tax base would add new challenges from a tax administration perspective, however he stated that he didn’t view these obstacles as disqualifying. He famous that the present system had created alternatives for tax shelters and allowed firms to take losses for tax functions that don’t present up on their monetary statements.

“If the issue that Congress is addressing is that firms are reporting excessive guide income and low taxes, then the one method to align these two is to base taxes on guide income to some extent,” Mr. Graetz, a former deputy assistant secretary for tax coverage on the Treasury Division, stated.

An identical model of the tax was included in a 1986 tax overhaul and allowed to run out after three years. Skeptics of revisiting such a measure have warned that it might create new issues and alternatives for firms to keep away from the minimal tax.

“The proof from the research of outcomes across the Tax Reform Act of 1986 recommend that firms responded to such a coverage by altering how they report monetary accounting revenue — firms deferred extra revenue into future years,” Michelle Hanlon, an accounting professor on the Sloan College of Administration on the Massachusetts Institute of Expertise, instructed the Senate Finance Committee final 12 months. “This behavioral response poses critical dangers for monetary accounting and the capital markets.”

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Different opponents of the brand new tax have expressed issues that it will give extra management over the U.S. tax base to the Monetary Accounting Requirements Board, an impartial group that units accounting guidelines.

“The potential politicization of the F.A.S.B. will possible result in lower-quality monetary accounting requirements and lower-quality monetary accounting earnings,” Ms. Hanlon and Jeffrey L. Hoopes, a College of North Carolina professor, wrote in a letter to members of Congress final 12 months that was signed by greater than 260 accounting lecturers.

Enterprise teams have pushed again arduous towards the proposal and pressured Ms. Sinema to dam the tax totally. The Nationwide Affiliation of Producers and Arizona Chamber of Commerce and Trade launched on Wednesday a ballot of producing employees, managers and advocates within the state that confirmed a majority opposed the brand new tax.

“It can make it more durable to rent extra employees, increase wages and spend money on our communities,” stated Chad Moutray, the chief economist of the manufacturing affiliation. “Arizona’s manufacturing voters are clearly saying that this tax will damage our financial system.”

Ms. Sinema has expressed opposition to growing tax charges and had reservations a few proposal to reduce the particular tax remedy that hedge fund managers and personal fairness executives obtain for “carried curiosity.” Democrats scrapped the proposal at her urging.

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When an earlier model of a company minimal tax was proposed final October, Ms. Sinema issued an approving assertion.

“This proposal represents a typical sense step towards making certain that extremely worthwhile firms — which typically can keep away from the present company tax fee — pay an affordable minimal company tax on their income, simply as on a regular basis Arizonans and Arizona small companies do,” she stated. In saying that she would again an amended model of the local weather and tax invoice on Thursday, Ms. Sinema famous that it will “defend superior manufacturing.”

That received plaudits from enterprise teams on Friday.

“Taxing capital expenditures — investments in new buildings, factories, tools, and so forth. — is among the most economically damaging methods you possibly can increase taxes,” Neil Bradley, chief coverage officer of the U.S. Chamber of Commerce, stated in an announcement. He added, “Whereas we stay up for reviewing the brand new proposed invoice, Senator Sinema deserves credit score for recognizing this and preventing for adjustments.”

Emily Cochrane contributed reporting.

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Paramount's board approves bid by David Ellison's Skydance Media in sweeping Hollywood deal

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Paramount's board approves bid by David Ellison's Skydance Media in sweeping Hollywood deal

Tech scion David Ellison’s months-long quest to win control of Paramount Global moved closer to the finish line Sunday, in a deal that marks a new chapter for the long-struggling media company and parent of one of Hollywood’s oldest movie studios.

Paramount Global board members on Sunday approved the bid by Ellison’s Skydance Media and its backers to buy the Redstone family’s Massachusetts holding firm, National Amusements Inc., said two sources close to the deal who were not authorized to comment.

A spokesperson for Paramount declined to comment.

The Redstones’ voting stock in Paramount would be transferred to Skydance, giving Ellison, son of billionaire Oracle Corp. co-founder Larry Ellison — a key backer of the deal — control of a media operation that includes Paramount Pictures, broadcast network CBS and cable channels MTV, Comedy Central and Nickelodeon.

The proposed $8.4 billion multipronged transaction also includes merging Ellison’s production company into the storied media company, giving it more heft to compete in today’s media environment.

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The agreement, which mints Ellison as a Hollywood mogul, came together during the last two weeks as Ellison and his financing partners renewed their efforts to win over the Redstone family and Paramount’s independent board members.

Shari Redstone has long preferred Ellison’s bid over other those of potential suitors, believing the 41-year-old entrepreneur possesses the ambition, experience and financial heft to lift Paramount from its doldrums.

But, in early June, Redstone got cold feet and abruptly walked away from the Ellison deal — a move that stunned industry observers and Paramount insiders because it was Redstone who had orchestrated the auction.

Within about a week, Ellison renewed his outreach to Redstone. Ellison ultimately persuaded her to let go of the entertainment company her family has controlled for nearly four decades. The sweetened deal also paid the Redstone family about $50 million more than what had been proposed in early June. On Sunday Paramount’s full board, including special committee of independent directors, had signed off on the deal, the sources said.

Under terms of the deal, Skydance and its financial partners RedBird Capital Partners and private equity firm KKR have agreed to provide a $1.5-billion cash infusion to help Paramount pay down debt. The deal sets aside $4.5 billion to buy shares of Paramount’s Class B shareholders who are eager to exit.

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The Redstone family would receive $1.75-billion for National Amusements, a company that holds the family’s Paramount shares and a regional movie theater chain founded during the Great Depression, after the firm’s considerable debts are paid off.

The proposed handoff signals the end of the Redstone family’s nearly 40-year reign as one of America’s most famous and fractious media dynasties. The late Sumner Redstone’s National Amusements was once valued at nearly $10 billion, but pandemic-related theater closures, last year’s Hollywood labor strikes and a heavy debt burden sent its fortunes spiraling.

In the last five years, the New York-based company has lost two-thirds of its value. Its shares are now worth $8.2 billion based on Friday’s closing price of $11.81 a share.

The struggles in many ways prompted Shari Redstone to part with her beloved family heirloom. Additionally, National Amusements was struggling to cover its debts, and the high interest rates worsened the outlook for the Redstone family.

Paramount boasts some of the most historic brands in entertainment, including the 112-year-old Paramount Pictures movie studio, known for landmark films such as “The Godfather” and “Chinatown.” The company owns television stations including KCAL-TV (Channel 9) and KCBS-TV (Channel 2). Its once-vibrant cable channels such as Nickelodeon, TV Land, BET, MTV and Comedy Central have been losing viewers.

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The handover requires the approval of federal regulators, a process that could take months.

In May, Paramount’s independent board committee said it would entertain a competing $26-billion offer from Sony Pictures Entertainment and Apollo Global Management. The bid would have retired all shareholders and paid off Paramount’s debt, but Sony executives grew increasingly wary of taking over a company that relies on traditional TV channels.

Earlier this year, Warner Bros. Discovery expressed interest in a merger or buying CBS. However, that company has struggled with nearly $40 billion in debt from previous deals and is in similar straits as Paramount. Media mogul Byron Allen has also shown interest.

Skydance Media founder and Chief Executive David Ellison prevailed in his bid for Paramount.

(Evan Agostini/Invision/Associated Press)

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Many in Hollywood — film producers, writers and agents — have been rooting for the Skydance takeover, believing it represents the best chance to preserve Paramount as an independent company. Apollo and Sony were expected to break up the enterprise, with Sony absorbing the movie studio into its Culver City operation.

The second phase of the transaction will be for Paramount to absorb Ellison’s Santa Monica-based Skydance Media, which has sports, animation and gaming as well as television and film production.

Ellison is expected to run Paramount as its chief executive. Former NBCUniversal CEO Jeff Shell, who’s now a RedBird executive, could help manage the operation. It’s unclear whether the Skydance team will keep on the three division heads who are now running Paramount: Paramount Pictures CEO Brian Robbins, CBS head George Cheeks and Showtime/MTV Entertainment Studios chief Chris McCarthy.

Skydance has an existing relationship with Paramount. It co-produced each film in the “Mission: Impossible” franchise since 2011’s “Mission: Impossible — Ghost Protocol,” starring Tom Cruise. It also backed the 2022 Cruise mega-hit “Top Gun: Maverick.”

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Ellison first approached Redstone about making a deal last summer, and talks became known in December.

Redstone long viewed Ellison as a preferred buyer because the deal paid a premium to her family for their exit. She also was impressed by the media mogul , believing he could become a next-generation leader who could take the company her father built to a higher level, according to people knowledgeable of her thinking.

Larry Ellison is said to be contributing funding to the deal.

David Ellison was attracted to the deal because of his past collaborations with Paramount Pictures and the allure of combining their intellectual properties as well as the cachet of owning a historic studio, analysts said. Paramount’s rich history contains popular franchises including “Transformers,” “Star Trek,” “South Park” and “Paw Patrol.”

“Paramount is one of the major historic Hollywood studios with a massive base of [intellectual property], and so it seems to us that it’s more about using the capital that Ellison has and what he’s built at Skydance and leveraging that into owning a major Hollywood studio,” Brent Penter, senior research associate at Raymond James, said prior to the deal. “Not to mention the networks and everything else that Paramount has.”

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The agreement prepares to close the books on the Redstone family’s 37-year tenure at the company formerly known as Viacom, beginning with Sumner Redstone’s hostile takeover in 1987.

Seven years later, Redstone clinched control of Paramount, after merging Viacom with eventually doomed video rental chain Blockbuster to secure enough cash for the $10-billion deal. Redstone long viewed Paramount as the crown jewel, a belief that took root a half-century ago when he wheeled-and-dealed over theatrical exhibition terms for Paramount’s prestigious films to screen at his regional theater chain.

Under Redstone’s control, Paramount won Academy Awards in the ’90s for “Forrest Gump” and “Saving Private Ryan.”

He pioneered the idea of treating films as an investment portfolio and hedging bets on some productions by taking on financial partners — a strategy now widely used throughout the industry.

Sumner Redstone and Shari Redstone in 2012.

The late Sumner Redstone and his daughter Shari Redstone have owned a controlling interest in Viacom, which was rebranded as Paramount, through their family holding company, National Amusements Inc., since 1987.

(Katy Winn/Invision/Associated Press)

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In 2000, Redstone expanded his media empire again by acquiring CBS, a move that made Viacom one of the most muscular media companies of the time, rivaling Walt Disney Co. and Time Warner Inc. Just six years later, Redstone broke it up into separate, sibling companies, convinced that Viacom was more precious to advertisers because of its younger audience. Redstone also wanted to reap dividends from two companies.

After years of mismanagement at Viacom, which coincided with the elder Redstone’s declining health, and boardroom turmoil, his daughter stepped in to oust Viacom top management and members of the board. Three years later, following an executive misconduct scandal at CBS, Shari Redstone achieved her goal by reuniting CBS and Viacom in a nearly $12-billion deal.

The combined company, then called ViacomCBS and valued at more than $25 billion, was supposed to be a TV juggernaut, commanding a major percentage of TV advertising revenue through the dominance of CBS and more than two dozen cable channels.

But changes in the TV landscape took a toll.

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As consumer cord-cutting became more widespread and TV advertising revenue declined, ViacomCBS’ biggest asset became a serious liability.

The company was late to enter the streaming wars and then spent heavily on its Paramount+ streaming service to try to catch up with Netflix and even Disney. (In early 2022, the company was renamed Paramount Global in a nod to its moviemaking past and to tie in with its streaming platform of the same name.)

The company’s eroding linear TV business and the decline of TV ad revenue, as well as its struggles trying to make streaming profitable, will be major challenges for Ellison as he takes over Paramount. Though traditional TV is declining, it still brings in cash for Paramount.

And streaming is a whole different economic proposition from television, one that offers slimmer profits. Meanwhile, the company also faces larger industry questions about when — if ever — box office revenue will return to pre-pandemic levels.

“This is a company that is floating on hope,” said Stephen Galloway, dean of Chapman University’s Dodge College of Film and Media Arts. “And hope isn’t a great business strategy.”

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Missing the paperwork on your IRAs? All is not lost

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Missing the paperwork on your IRAs? All is not lost

Dear Liz: I have four daughters, now in their late 30s and early 40s. When they were very young, I started investing for them. As they began to earn their own money, I started Roth IRAs for them as well.

A decade ago, due to an unexpected divorce, a 30-day escrow and a move, I lost the paperwork for their accounts. After the investment company was acquired by another in 2015, I forwarded the new company’s contact information to my daughters. One transferred her account to another investment company, while her sisters left theirs in place.

Recently I found the old investment paperwork. The company has changed hands again, but the new company says it has no information about my three other daughters’ accounts. Can anything be done?

Answer: Since the latest company can’t find the accounts, your daughters should contact the escheat office of the state where you lived before your move.

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Perhaps you didn’t update your address with the original company when you moved and the account statements or other mail were returned as undeliverable. If the company and its successor couldn’t find you — and some companies don’t look very hard — the accounts would be considered unclaimed and would have to be turned over to the state.

Links to state escheat offices can be found online at unclaimed.org, the website for the National Assn.
of Unclaimed Property Administrators.

The good news is that there’s no time limit for claiming previously unclaimed property.

The bad news is that some states will liquidate stocks and other investments after escheatment. If that’s the case, then the three daughters who didn’t move their accounts will have missed out on nearly a decade of investment returns.

Dear Liz: Is it common for a brokerage agreement to say the firm can close my account for any reason and without any notice? The agreement goes on to say that the brokerage can liquidate the investments in my account if it’s closed and that the brokerage is not responsible for any investment losses that result.

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Answer: The short answer is yes — brokerage accounts can be closed at any time by the firm or by the client.

Such agreements often specify certain actions that can trigger a closure, such as failing to maintain a minimum required balance. But the agreements also typically have language that allows the brokerage to close your account at any time and for any reason.

Brokerages don’t commonly close customer accounts. If yours does, however, move quickly to transfer your investments to another firm.

Failure to act could result in your investments being liquidated, and you would owe capital gains taxes on any appreciation in their value.

Dear Liz: You have written that non-spouse beneficiaries are now required to drain their inherited IRAs within 10 years. Is this requirement retroactive?

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I inherited an IRA from my mother in 2015. I have been taking out the minimum required each year. If I must drain the account within 10 years, will the increase in yearly income affect my Social Security benefits?

Answer: The 10-year requirement applies only to accounts inherited from people who died after Dec. 31, 2019.

IRA distributions don’t affect Social Security benefits, but could affect Medicare premiums if the withdrawal is large enough. Taxable income above certain limits triggers a Medicare surcharge known as an income-related monthly adjustment amount, or IRMAA.

Dear Liz: My husband passed away 10 months ago. I applied for widow benefits.

The Social Security Administration sent me a letter that said they cannot pay because my Social Security benefit would equal two-thirds of the amount of my pension. Please help me with this.

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Answer: This is known as the government pension offset, and it applies to people who receive a pension from a job that didn’t pay into Social Security. Any survivor or spousal benefits you might receive are reduced by two-thirds of the pension amount. In your case, your entire benefit was offset.

People are understandably upset to learn they don’t qualify for survivor or spousal benefits through Social Security. But since your pension is large enough to offset any benefit, you’re financially better off with the pension than without it.

For more information, see the government pension offset pamphlet, available online at SSA.gov/pubs or by calling the Social Security Administration toll-free at (800) 772-1213.

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California’s workplace violence prevention law is now in effect. Here's how it changes things

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California’s workplace violence prevention law is now in effect. Here's how it changes things

Beginning this month, California businesses will be required to have plans in place to prevent violence in the workplace.

Senate Bill 553, signed by Gov. Gavin Newsom last fall, requires that employers develop plans to protect workplaces from foreseeable threats of violence, which can range from bullying and harassment to active shooter and hostage situations. Under the law, employers were to have these comprehensive plans in place by July 1.

Here’s what you should know about the new law:

Who pushed for the workplace violence prevention law, and why?

State Sen. Dave Cortese (D-San Jose), who wrote the legislation, said he began looking into regulating workplace violence after a major shooting in 2021 at a light-rail yard roiled his district. In the incident, an employee killed nine colleagues at the Santa Clara Valley Transportation Authority before taking his own life.

Surveying the scene soon after the shooting, Cortese said he felt there could have been a clear plan for how workers might respond in such a situation. “It would have saved lives,” he said.

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Cortese said the requirements outlined by the law took cues from a regulation the California Division of Occupational Safety and Health had been in the process of developing. Their safety standard, however, given their lengthy rule-making process and bureaucratic delays, probably would have taken several more years to get final approval.

More than half of such shootings in 2021 occurred in places of commerce, including grocery stores and manufacturing sites, according to the FBI.

SB 553 was backed by several unions, among them the United Food and Commercial Workers Western States Council. The union sought a law that would help address what it described as a rash of violent attacks at grocery stores and pharmacies, as workers were being pressured by their employers to crack down on shoplifting.

Grocery and other retail workers who interact with the public have long worried about violence in the workplace. Notably, they faced harassment and at times assault from customers who refused to comply with mask mandates in the early years of the COVID-19 pandemic. Fast-food workers also have complained of violent and dangerous customers.

Did anyone oppose the legislation? If so, why?

Industry groups such as the National Retail Assn. had vehemently opposed SB 553, arguing the paperwork would be overly burdensome for businesses.

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They also took issue with a provision the bill had in its early stages that prohibited businesses from requiring nonsecurity employees to confront shoplifters and active shooters. That language was later removed. Eventually, the trade groups dropped their opposition.

What exactly is required under the law?

Legal experts said many companies had already started loosely addressing workplace violence concerns as mass shootings and other violent incidents dominated headlines over the years. The law helps to clarify employers’ obligations in this arena, experts said.

The law defines four types of workplace violence employers should try to prevent: violent action by a third-party person with no real reason to be at the worksite — essentially, a stranger showing up and harming an employee; violence by parties that are entitled to be there, such as customers, clients, patients or other authorized visitors; violence committed against employees by another employee; and violence by a third party who has a romantic or other personal relationship with an employee.

Under the law, most California businesses with at least 10 employees are required to have a policy document identifying potential violence and plans to deal with it — either as a standalone document, or as part of an existing injury and illness prevention policy.

They must also make workers aware of the violence prevention plan through annual training, and maintain a log of incidents of violence over a minimum of five years.

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What else should I know about the law?

The law makes it easier for employees — or the unions that represent them — to get temporary restraining orders if they are threatened by a coworker or someone else in the workplace.

“That’s a big thing — most employees don’t get to choose who they work with or what happens at work,” said Ian A. Wright, a labor and employment attorney at Alston & Bird. “It gives employees an additional form of protection that they can go and seek themselves.”

Noncompliance could be met with civil penalties, and businesses that haven’t yet implemented the law are already several days past the deadline.

“My advice would be to get it done as soon as possible,” Wright said.

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