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.

Today’s employment law landscape has become increasingly challenging and complex for business owners and employees alike.  The stakes have never been higher - with ever-changing regulatory requirements, market forces and an evolving workplace environment, the advice of an experienced employment attorney is invaluable in protecting the best interests of your business or career.  Our team constantly monitors developments in the law as well as labor and employment practices to provide our clients with a comprehensive analysis of their options and guide them to the best strategies to avoid risk and achieve their goals.

AMM attorneys offer timely, knowledgeable, and creative advice and solutions resulting in productive, cost-effective business outcomes for employers in the Greater Philadelphia area including Bucks County and Montgomery County.

We represent clients in connection with a variety of labor and employment matters from both a management and employee perspective:

Representation from a Management Perspective

AMM has decades of practice experience assisting business owners and managers across a wide range of corporate legal needs.  Our attorneys have the sophistication to understand current risks and market forces, and understand the risks inherent in employment relationships.   We regularly guide clients through the maze of regulations to assure compliance with Federal, State and Local employment laws to keep protect their business and minimize risk.

Representation from an Employee Perspective

Our employee clients need to protect their interests should they experience discrimination, harassment, or termination issues.  We can help them negotiate a fair resolution that safeguards their compensation and future earning capacity, including, for example, equity and retirement benefits, in the event of a termination.  Likewise, they must assure themselves that they can find new employment without the impediments of poor references and restrictive covenants.  We assist our clients by negotiating these terms as part of a severance agreement.  As part of this analysis, we work with our employee clients to evaluate any available claims. 

Executive and Professional Services Employment Agreements

AMM has a practice emphasis and extensive experience in representation of complex and nuanced legal needs of C-Suite executives and professional service providers.   Executive and Professional compensation agreements are highly complex, and require the assistance of an experienced legal review to ensure your contract is fair and  in line with industry standards to that you are equipped to enter — and later exit — the company as smoothly as possible.

We assist clients by representing them in litigation, creating employment manuals, developing employment policies and procedures, and negotiating and preparing employment contracts. Our clients benefit from our extensive experience with difficult employment law problems. We provide sound advice and comprehensive legal services across a wide variety of areas in this complicated field of law, including:

• Restrictive Covenants, Covenants Not to Compete and Non-Solicitation Agreement
• Trade Secrets and Confidential Information
• Wage and Hour Law Compliance and Violations
• Drafting and Negotiating Employment and Severance Agreements
• Employment Litigation
• Employee Handbooks, Policies and Procedures
• Hiring, Discipline and Termination
• Employment Discrimination and Workplace Investigations
• Federal and State Family and Medical Leave Statutes
• Compensation Strategies, Employee Benefits and Equity Based Compensation Plans
• Risk Management Training Guidance for Employers
• Human Resources policies and advice Independent Contractor and Employee Classification
• Exempt and nonexempt employees
• Independent contractor/employee classification

Stated policies on non-compete agreements, discrimination, benefits, sick days, discipline, drug use, e-mail, and the Internet provide protection for a company and its employees. Antheil Maslow & MacMinn attorneys’ knowledge of these and other cutting-edge issues in employment including non-compete agreements, technology and privacy issues, trade secrets and proprietary information, workplace torts, and constitutional law benefit business clients in the Greater Philadelphia area including Bucks County and Montgomery County.

Our Labor & Employment Group drafts, implements and annually reviews important business policy manuals and procedures that support employers. This legal team helps ensure businesses comply with state, federal and local ordinances while insulating them against exposure to employee claims and lawsuits in these areas:

• Compliance policies
• Compensation packages
• Benefits policies
• Human resources practices
• Hiring and termination
• Employee discipline procedures

Antheil Maslow & MacMinn attorneys counsel employers in the Greater Philadelphia area including Bucks County and Montgomery County, helping them comply with state, federal and local laws and ordinances while insulating them against exposure to employee claims and lawsuits. Although our practice is centered on the representation of corporate and business clients, our legal team is regularly called upon to protect the interests of individual corporate officers and directors, prominent business leaders and public personalities.

Addressing harassment claims, managing the associated risk, and preventing litigation is the goal of our Labor & Employment Group attorneys; we are well equipped to assist employers in crafting and maintaining policies that safeguard the integrity of their workforce. By developing and implementing fair employment practices, our attorneys help employers enhance employee loyalty while reducing their exposure to damaging claims and lawsuits.

However, our long courtroom experience on behalf of employers as well as individuals permits full representation should litigation become necessary.