Elaine T. Yandrisevits, an estate planning and administration attorney with Antheil Maslow & MacMinn, LLP in Doylestown, PA, is a course planner and will serve as faculty for Pennsylvania Bar Institute’s upcoming “Administering an Estate in PA: A Step-by-Step Guide” continuing education program in September. The seminar is a comprehensive overview of the estate administration progress in Pennsylvania from beginning to end for attorneys, paralegals, and accountants. Ms. Yandrisevits will be presenting at the live seminar in Philadelphia on September 5. Registration and information on additional dates, including a the live webcast, can be found at www.pbi.org
AMM Associates Jamie M. Jamison, Mariam Ibrahim and Stephanie Shortall enjoyed an evening of fine food and fellowship at Heritage Conservancy's Farm to Table Event.
Elizabeth J. Fineman, a Partner with the law firm of Antheil Maslow & MacMinn, LLP in Doylestown, Bucks County has been selected as one of 11 Pennsylvania lawyers named to the Bar Association’s Leadership Institute. Candidates had to demonstrate leadership ability and commitment to attendance and participation in the program. The membership experience for selected attorneys begins with the Young Lawyers Division Summer Summit in State College on July 24 – 26th.
Fineman practices exclusively in family law and handles a variety of issues, including divorce, child support, alimony/spousal support, marital taxation, equitable distribution and child custody matters. She has handled many high-income support cases involving an intricate knowledge of both family law and complex financial issues.
Antheil Maslow & MacMinn is pleased to announce that Christopher D. Wagner has joined our Business Law Practice Group. Chris Wagner is an experienced and results-driven business lawyer with a comprehensive understanding of the factors and risks business owners must consider in order to successfully operate a commercial enterprise. With a keen business acumen developed from over twelve years of accounting and financial experience in a variety of industries including e-commerce, real estate, healthcare, and insurance, Chris is well positioned to provide valuable and cost-effective insights and solutions to his clients.
Chris Wagner joins AMM's growing and highly-skilled business/corporate team offering a broad range of legal services to business owners including: mergers & acquisitions, contract review, buy-sell agreements, formation & entity Selection, corporate governance, business divorce, operating agreements, joint ventures, equipment leasing, licensing agreements, commercial real estate leasing, acquisitions and sales, commercial finance negotiation & documentation, restrictive covenant agreements and other employment-related documents.
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:
Founding Partner William Antheil of Antheil Maslow & MacMinn, LLP received the Pennsylvania Bar Association 50-Year Member Award at the Association’s Annual meeting on May 17th. “It is hard to believe how much time has gone by since I first walked up Court Street in Doylestown. There have been many changes in how lawyers do their work, but the core values of client focused service and advocacy have endured. It has been my good fortune to do work that I love with and for people I respect” said Antheil of his many years in the Central Bucks County legal community. William Antheil practices Estate Planning and Administration and Business Law at Antheil Maslow & MacMinn in Doylestown, Pennsylvania.
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.
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.
• 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
• 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.
Antheil Maslow & MacMinn congratulates our 2019 Thomson Reuters Super Lawyer and Rising Star Attorneys.
From our Family Law practice group, Jessica Pritchard, Elizabeth Fineman and Lisa Gaier were included. Ms. Pritchard, Partner and department chair, was named a Super Lawyer for the fifth consecutive year, and was again included in the Top 50 Women in Pennsylvania. Rising Star Elizabeth Fineman, Partner, is being honored for the 7th time; Lisa Gaier was named a Pennsylvania Rising Star.
Stephanie Shortall, of the firm’s Corporate/Business law department was named a Rising Star for the third consecutive year.
For more information about Super Lawyers' methodologies, visit www.SuperLawyers.com.
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.