Moving any piece of civil litigation through the court system is an important aspect of service to the client.  Efficiency in advocacy is critical to representation.  A litigator must be aware of the local landscape and use that backdrop to the client’s advantage where possible.  Knowing when action is required or not required, ascertaining deadlines and effectively communicating with court administration and staff enhances the representation of the client.  Moreover, awareness of local practice allows the litigator to focus on substantive issues pertinent to the matter without becoming bogged down by the mechanism by which those substantive issues will be presented to the Court.  

The Bucks County Court of Common Pleas, like many jurisdictions, maintains practices and procedures unique to the practice of law in the County relating to issues and matters such as discovery, scheduling of preliminary injunction hearings, local rules relating to other matters such as timing of memoranda in support of motions and responses, jury selection, voir dire and the order of presentation.  These areas can be problematic to the out of county practitioner.  

The attorneys at Antheil Maslow & MacMinn have more than 50 years’ combined experience in the practice of civil litigation in the Bucks County Court of Common Pleas.  Throughout those years, the attorneys of the Firm have navigated the procedural landscape in the Bucks County courts, developed an understanding of the principles upon which the procedures are based and personally encountered many of the procedural pitfalls which may entrap an unwary litigator unfamiliar with the unique set of practices and procedures which govern the practice of law in this County. Along with easy access to the Courthouse, the Firm possesses the most up-to-date technology for the transfer of information to the Courthouse and communication with court administration, clients and other parties. The combination of experience and technology renders Antheil Maslow & MacMinn uniquely situated to serve as local counsel in a cost-effective and efficient manner.     

Several regional and national firms, recognizing the benefit of local counsel, have retained Antheil Maslow & MacMinn to serve in that role.  We stand ready to provide the insight and guidance of local knowledge gained through years of practice in the community in which we live and work.           

“Partnerships” are a particular species of business entity which implicate specific provisions of common law, regulation and tax which often times differ from general principles applicable to internal business disputes.  Assessment of potential liabilities in a partnership requires knowledge of the differing business partnership forms and the requirements imposed upon the owners thereof.  General partnerships, limited partnerships and limited liability partnerships implicate different statutory schemes.  Moreover, understanding and applying partnership tax law, including the calculation of capital accounts and interests, is an esoteric and complex endeavor.      

Effective representation of a business owner in relation to a partnership requires an understanding of the various partnership forms by attorneys experienced in the identification of the key factors which are at play and the risks associated with alternative approaches.  Our commercial litigation group offers sophisticated, strategic representation informed by decades of collective experience in a broad spectrum of complex business transactions and disputes including disputes related specifically to partnerships and partnership interests.  As such, our team is uniquely qualified to untangle even the most complex disputes in order to help you reach the best possible resolution under a particular set of facts.  

Should your partnership dispute prove to be insurmountable, partnership dissolution may be the best course of action.  We are well versed in all aspects of this process as well, and can guide you through it to ensure that assets and debts are fairly divided and your interests and rights are well protected throughout this difficult negotiation.

Partnership disputes can arise over a number of factors, including:

• Disputes over language in, partnership agreements, and limited liability agreements
• Succession issues
• Financial disagreements, undisclosed earnings or secret dealings
• Breach of contract or fiduciary duty
• Partnership buy-outs
• Underperformance of a partner
• Personal and managerial conflicts
• Partnership deadlocks – where two equal partners cannot agree
• Fraud • Embezzlement
• Business disparagement
• Leaking of trade secrets
• Unauthorized disclosure of  sensitive information
• Partnership accounting practices

Business valuation can become contested in many different situations. Shareholder Agreements, Operating Agreements and Partnership Agreements often contain mechanisms for involuntary transfer upon the occurrence of any number of circumstances including but not limited to death of a shareholder, termination of employment or retirement.  In such matters, it is often in the best interest of the prospective purchaser to interpret an agreement or process set forth therein in a manner which most benefits the remaining owners and the company to the detriment of the separating owner; in other words reduce the value of the separating owner’s interest as much as possible in an effort to save money for the majority.

The language of a business agreement, if there is one, is often less than clear. If there is writing, even the clearest expression can be subject to challenge and interpretation.  Disputes in business valuation can become a battle of experts, but advocacy and leverage also play a role.  Understanding the business, the parties, the marketability of various assets, valuation methodologies and the interplay between business valuation and governance is essential to achieving the best result possible for a party.

AMM has the depth of knowledge and experience to secure appropriate evidence bearing on valuation, negotiate the resolution of a valuation dispute and, where necessary, litigate the underlying elements related to value.  

Business owners use the term “partner” to refer to any number of different types of business relationships.  Generally speaking, a business owner will refer to fellow shareholders in a corporation or member in an LLC as a “partner”.  While not technically accurate at law, use of the common descriptive vernacular appropriately identifies the nature of the relationship between business owners and the effort to apply their collective resources, skills and experience to their mutual benefit. 

Naturally, given the complexity of transactions, contracts, governance and compensation structures, business disputes can often arise.  Representation of individuals in relation to partnership and business interest and control disputes requires a unique combination of skills, knowledge and experience.  Principles of corporate governance, tax, statutory law, common law duties among business owners and general business principles converge, and the resulting conflicts are complex, personal, and emotionally charged.  The often separate worlds of litigation and transactional law collide.  

Effective representation of a shareholder/member/partner in relation to the entity and fellow business partners requires strategic legal advice from attorneys who are well versed in the key factors which are at play and the risks associated with each potential outcome.  Our commercial litigation group offers sophisticated, strategic representation and decades of collective experience in complex business transactions and disputes.  As such, our team is uniquely qualified in untangling even the most complex disputes to help you reach the most favorable result for a particular set of facts. Our attorneys will take the time to investigate the circumstances surrounding your dispute in order to protect your interests and help you avoid unnecessary risk or liability.

Should your dispute prove to be insurmountable, dissolution may be the best course of action.  We are well versed in all aspects of this process as well, and can guide you through it to ensure that assets and debts are fairly divided and your interests and rights are well protected throughout this difficult negotiation.

Shareholder/Member/Partner disputes can arise over a number of factors, including:

• Disputes over language in shareholder agreements, operating agreement, partnership agreements, and limited liability agreements

• Succession issues

• Financial disagreements, undisclosed earnings or secret dealings

• Breach of contract or fiduciary duty

• Partnership or shareholder buy-outs

• Underperformance of a partner

• Personal and managerial conflicts

• Deadlocks – where two equal partners cannot agree

• Oppressed minority shareholder disputes

• Fraud • Embezzlement

• Business disparagement

• Leaking of trade secrets

• Disclosing sensitive information

In addition, our experienced attorneys can help you or your business develop strategies to avoid or minimize future disputes.

Representative matters:

• Represented shareholders in litigation reaching resolution providing for extraction of a 50% shareholder from a multi-million dollar commercial sheet metal contractor after such shareholder sued for shareholder oppression and “freeze out”;

• Represented an entity in action for forced disassociation of a 49% percent member in multi-million dollar chemical manufacturing and distribution limited liability company triggered by the disassociating member’s alleged breach of fiduciary;

• Represented disabled shareholder in claims of oppression and breach of fiduciary duty brought by fellow shareholders based on unequal distributions and self-dealing and, subsequently, in claims brought by creditors of the entity alleging fraudulent conveyances while insolvent;

• Litigated and eventually negotiated exit of a founding partner in a physician’s practice triggered by shareholder’s purported acts and omissions exposing the practice to liabilities;

• Represented minority shareholder in claims of oppression based on the majority shareholders’ exclusion of the minority from management, access to financial information and termination of employment resulting in sale of the minority shareholder’s interest at a premium;

• Represented minority shareholder in claims for breach of fiduciary duty based on majority shareholder’s transfer of assets from jointly held entity to a separate entity owned solely by the majority shareholder in violation of the Uniform Fraudulent Transfers Act;

• Represented 49% shareholder in claim against 51% shareholder alleging fraud and misuse of corporate funds and company assets;

• Represented corporation in dissenter’s rights case;

• Appointed Receivers over the affairs of a Pennsylvania corporation by Judge Jeffrey Trauger of the Bucks County Court of Common Pleas in divorce proceeding where the multi-million dollar corporation at issue was the main marital asset, employing both parties in the divorce, and management of the entity was 
  contested;

• Appointed Receivers over the affairs of a defunct non-profit to oversee liquidation and distribution of assets including historically recognized real estate holdings;

• Represented minority shareholder in consolidating ownership of jointly held entity by acquiring secured creditor’s position and leveraging that position to induce majority shareholder guarantors to transfer ownership interests.

A high business “tide” does not necessarily float all boats.  Often, when business is good and profits increasing, a business owner’s desire to share those increasing profits with an underperforming partner can create an irreconcilable divide; particularly in the case of a partner not intimately involved in the day to day operations of the business.  Similarly, more difficult economic times stress cash flow and may motivate a performing partner to explore options to decrease or eliminate that portion of the business income flowing to those performing at a lower level.  Of course, the lesser performing partner generally adopts a contrary perspective.  In either case, the divergence between two or more partners can render the status quo unacceptable and threaten the business as a going concern.

In approaching disputes among shareholders several factors must be considered.  First, what are the respective goals of the parties? Certainly, the long term goal of extracting the most gain in income or the value of the investment is the goal of all the parties, but short terms strategies can have a dramatic and sometimes unintended consequence.  Second, what does the controlling agreement, if any, provide in terms of a basis to remove or force a sale of a partner’s interest? Significantly, there is no statutory right or method for the involuntary removal of a shareholder (arguably, such a remedy may be available in a Partnership or Limited Liability Company setting)   Third, what is the long term impact of the potential short term strategies not only on the business but also on the individuals? Financing arrangements and personal guarantees must be considered.  Finally, the respective rights and obligations of the shareholders post dissolution must guide the process.

Of course, potential courses of action do not come without risk for either side of the equation.  An internal business dispute can result in a loss of control over business operations or expensive and distracting litigation.  The team at AMM offers a depth of knowledge and experience to guide a business owner’s decision making process and to devise and implement strategies to maximize outcomes and manage risk. 

Commercial general liability (CGL) insurance policies provide coverage to businesses for liability that may arise from property damage, bodily injury, and personal and advertising injury. CGL policies are complex, often involving a variety of exclusions, conditions and endorsements. It can sometimes be difficult to determine whether the CGL policy provides coverage for a specific loss. The coverage decision is crucial since it determines in the first instance, whether the insurer pays the cost of the legal defense and, secondly, whether the insurer will pay any judgment that might be rendered.

AMM attorneys have extensive experience in navigating CGL coverage disputes and the complicated CGL insurance policies from which they arise. We are frequently retained to interpret the language of these policies to provide opinions and if necessary, to litigate in court in Pennsylvania and in other states throughout the nation, to seek a judicial resolution of what are often complex coverage issues.

Some of the issues with which our Insurance Coverage Practice Group has grappled are:

• Whether an Insurer has a duty to defend its insured;
• Whether an Insurer has a duty to indemnify, or pay a judgment entered against its insured;
• The Insurer’s right to audit its insured and assess an additional premium;
• Analysis of tenders for defense and/or indemnity by contractors and subcontractors on an additional insured and insured contract basis;
• What policy limits apply and whether they are excess or pro rata;
• Whether a loss falls within the:
• Expected or Intended Injury Exclusion;
• Contractual Liability Exclusion
• Liquor Liability Exclusion
• Employer’s Liability Exclusion
• Pollution Exclusion
• Aircraft, Auto or Watercraft Exclusion
• Damage to Property Exclusion
• Damage to Your Work Exclusion
• Whether a loss is covered under the Products-Completed Operations Hazard
• Whether a loss is covered under the Personal and Advertising Injury coverage.