Antheil Maslow & MacMinn, LLP is pleased to announce that Stephen M. Zaffuto has joined our Business & Finance and Real Estate practice groups. Stephen advises businesses on all aspects of corporate and commercial transactions including formation, mergers and acquisitions, financing, joint ventures, commercial agreements, real estate transactions, and business succession planning. He has worked closely with corporate clients across a broad spectrum of industries, including real estate developers, investors, financial institutions, technology companies, construction companies, non-profit organizations, start-ups, and small businesses of all kinds.
In his real estate practice, Stephen has a wealth of experience handling real estate transactions, including negotiating sales of commercial and industrial real estate and negotiating commercial real estate leases for clients across industries for a wide variety of uses including professional office, manufacturing and warehouse, healthcare, and restaurants. He has obtained substantial tax savings for residential, commercial, and industrial clients in tax assessment appeals, and successfully obtained property tax exemptions for non-profit organization and religious institution clients. He is also experienced in counseling and representing clients in zoning and land use matters and has extensive experience in obtaining zoning relief and subdivision and land development approvals from municipalities throughout Bucks County and Montgomery County.
Stephen earned his law degree from Temple University, Beasley School of Law, and is a graduate of Pennsylvania State University where he earned a Bachelor of Arts in English and Italian.
To learn more about Stephen Zaffuto, visit his attorney profile.
Antheil Maslow & MacMinn, LLP is a full-service law firm located in Doylestown, PA. At AMM, we pride ourselves on developing deep relationships with our clients by taking time to understand their goals in order to provide responsive, practical legal advice and aggressive advocacy.
Associate
215-230-7500, ext. 163
szaffuto@ammlaw.com
For the past couple years, we warned you in our business law blog that this time would come. It’s here; the federal Corporate Transparency Act (the “Act”), requiring many businesses to report beneficial ownership information about their owners and anyone with substantial control of the company, went into effect on January 1, 2024. This means that any “reporting company” in existence prior to January 1, 2024 has until January 1, 2025 to report; any reporting company that was formed on or after January 1, 2024 but before January 1, 2025 has 90 days after formation to report; and any reporting company formed on or after January 1, 2025 has 30 days after formation to report.
It should be noted that on March 1, 2024, the United States District Court for the Northern District of Alabama held that the Act was unconstitutional because Congress exceeded its authority. National Small Business United d/b/a the National Small Business Association, et al. v. Yellen, Case No. 5:22-cv-1448-LCB. The Financial Crimes Enforcement Network (FinCEN), the agency overseeing the administration of the Act, has announced that it will abide by the court’s order for as long as it remains in effect. This means that it will not seek enforcement against the plaintiffs in the case (Isaac Winkles, reporting companies of which Mr. Winkles is a beneficial owner or applicant, and members of the National Small Business Association as of March 1, 2024). It seems likely that this decision will be appealed. In the meantime, we encourage all entities formed after January 1, 2024 (other than those who were members of the National Small Business Association as of March 1, 2024) to comply with the Act given the 90-day compliance period. Entities already in existence on January 1, 2024 may want to await further developments given that their compliance deadline is months away.
Patricia Collins and Tom Donnelly, Partners of the law firm of Antheil Maslow & MacMinn, LLP, joined the Honorable Robert J. Mellon and Jessica Frost, Judicial Administrative Assistant, for a panel discussion at the Litigation Section meeting of the Bucks County Bar Association on February 14th. This continuing legal education program covered preliminary injunctions practice in Bucks County including the procedures, the Court’s perspective on emergency relief, timing, discovery and evidence at hearings.
Patricia Collins focuses her practice on employment law and commercial litigation. Tom Donnelly practices commercial litigation, personal injury and business law. Patricia Collins and Tom Donnelly can be reached at 215.230.7500. To learn more about
litigation services at AMM Law, visit ammlaw.com.
Antheil Maslow & MacMinn, LLP is a full-service law firm located in Doylestown, PA. At AMM, we pride ourselves on developing deep relationships with our clients by taking time to understand their goals in order to provide responsive, practical legal advice and aggressive
advocacy
On January 9, 2023, the United States Department of Labor issued a new final rule regarding the proper classification of workers as independent contractors under the Fair Labor Standards Act. While the rule is technically new, it is, in substance, a recitation of the applicable law regarding the proper classification of workers set forth by the Supreme Court.
Prior to recent rule making, caselaw guided the determination of whether a worker was an employee or independent contractor under the Fair Labor Standards Act (“FLSA”). In United States v. Silk, the United States Supreme Court outlined the factors relevant to the determination: degree of control, opportunities for profit or loss, investment in facilities, permanency of relations and skill required in the claimed independent operation. The Silk court noted that “no one factor is controlling.” Just about every court, federal or state, applies the same or similar standard to determine the issue under the FLSA or state statutes regarding minimum wage and overtime pay.
The new rule and the case law arose under the FLSA, but workers have challenged the classification in other contexts as well. In addition to the fact that independent contractors are not protected by the FLSA and state statutes that impose overtime and minimum wage protections, they lack other protections as well. They are not entitled to employee benefits such as health care, or to unemployment compensation under most state laws. They are generally not covered by workers compensation policies. Employers do not have to pay the employer portion of federal and state taxes for independent contractors. Many employers sought to lower the cost to employ workers by improperly classifying them as independent contractors. In these contexts, courts, regulators and state and federal agencies generally apply a test similar to that set forth in United States v. Silk. The Internal Revenue Services has its own twenty-three factor test, but the factors are similar to the Silk factors.
Employers face expensive consequences for classifying an employee improperly. A finding by a court that an employer improperly classified an employee as an independent contractor can result in liability under the FLSA and state minimum wage and overtime laws; the Employee Retirement Income Security Act; federal and state tax laws; and, unemployment compensation laws. Each of these statutes includes penalties and attorney’s fees provisions in favor of the employee. Tax, unemployment and workers compensation authorities may require an audit of all workers to ensure compliance. In the event an employer has failed to pay employee taxes or contribute to unemployment or workers compensation funds, the employer will be subject to penalties for those violations. If the employer has misclassified an entire class of worker, this could multiply the consequences.
In 2021, the Department of Labor issued a Final Rule (the “2021 Rule”) to implement regulations interpreting the factors set forth in United States v. Silk. The 2021 Rule attempted to assign weight on certain of the six factors, despite the consistent language of the case law that no one factor is controlling. That rule stated that the worker’s “economic dependence” on the employer was the “ultimate inquiry”. Out of the six factors cited in United States v. Silk and its progeny, the 2021 Rule stated that the “nature and degree of control over the work” was the most important factor, reciting that the remaining factors “are less probative and, in some cases, may not be probative at all.” This resulted in a more employer-friendly interpretation of the regulation.
However, the truth is that these types of regulations are merely interpretations of the FLSA, and the court will be the last word on interpretation of the statute. The same is true of similar state statutes.
The new rule mirrors the language of the case law. It recites that the ultimate inquiry is the worker’s “economic dependence.” It then identifies that the six factors “should guide an assessment of the economic realities of the working relationship and the question of economic dependence.” The rule requires, as does the applicable case law, that this is a “totality of the circumstances” analysis, and the weight to give each factor will depend on the facts of each particular case.
The rule then recites the six factors, and provides guidance in how to apply those factors, including examples for each factor. In this way, this rule does put its thumb on the scale in favor of a finding that the worker is an employee. For example, the rule recites that the analysis of whether or not there is an “opportunity for profit or loss” depends on the worker’s “managerial skill”. The rule recites that the ability to work more hours or take more jobs when the worker is paid a fixed rate per hour does not indicate that the worker is properly classified as an independent contractor.
The new rule does not dramatically change the analysis any more than the 2021 Rule did. The courts will still be the last word on classification under the FLSA. The new rule is consistent with federal and state caselaw on the topic. In the end, it is the courts that will make those determinations, and the case law provides the best analysis of whether an employer has properly classified an employee. Further, the rule applies only to the FLSA. Some states, such as California, have stricter independent contractor rules. The IRS has its own rules. The regulation’s guidance is helpful, but there is no change as to how to analyze the issue of a classification of the worker: employers will need to analyze the particular worker under the applicable state and federal case law and regulatory guidance and make a decision that factors in the expensive consequences of getting it wrong.
Patricia Collins is a Partner and Employment Law Chair with Antheil Maslow & MacMinn, LLP, based in Doylestown, PA. Her practice focuses primarily on employment, commercial litigation and health care law. Patricia Collins can be contacted at 215.230.7500 ext. 126.
Antheil Maslow & MacMinn, LLP is pleased to announce that Janel Clause has joined the firm’s Business & Corporate practice group. Ms. Clause concentrates her practice primarily in business and corporate law, serving as a valued partner to owners and key leadership of closely held businesses in a variety of commercial and real estate transactions.
Janel Clause works closely with business owners regarding a variety of transactional matters, including business formation, drafting governance documents, mergers and acquisitions, succession planning, shareholder/member/partnership agreements, ownership disputes, commercial agreements, drafting and negotiating joint venture agreements, employment contracts, asset purchase agreements, buy-sells, leases and other documents; performing substantial due diligence, and working with state and local governments to obtain necessary business licenses and guide her clients through the process as seamlessly as possible.
In addition, Janel brings her experience and skill sets as a real estate consultant to bear on her real estate practice; focusing on sales, leases and acquisitions related to business entities, and brings a keen understanding of the elements of such transactions to each negotiation and deal.
To learn more about Janel Clause, visit her attorney profile.
Antheil Maslow & MacMinn, LLP is a full-service law firm located in Doylestown, PA. At AMM, we pride ourselves on developing deep relationships with our clients by taking time to understand their goals in order to provide responsive, practical legal advice and aggressive advocacy.
Associate
215-230-7500, ext. 156
jclause@ammlaw.com
Family Law practitioners Jessica Pritchard and Melanie Wender of the law firm of Antheil Maslow & MacMinn, LLP were presenters at the National Business Institute’s Pennsylvania Advanced Divorce Law continuing legal education program on December 12, 2023.
Jessica Pritchard and Melanie Wender both practice exclusively in Family Law with extensive experience focusing on all aspects of divorce and family law. In addition, Ms. Wender handles adoption issues and has assisted many clients in making this life-changing process as seamless and smooth as possible.
Jessica Pritchard and Melanie Wender can be reached at 215.230.7500. To learn more about Family Law services at AMM Law, visit ammlaw.com.
Antheil Maslow & MacMinn, LLP is a full-service law firm located in Doylestown, PA. At AMM, we pride ourselves on developing deep relationships with our clients by taking time to understand their goals in order to provide responsive, practical legal advice and aggressive advocacy.
Partner and Family Law practitioner Jessica A. Pritchard of the law firm of Antheil Maslow & MacMinn, LLP, was presented with the Harriet M. Mims Award by the Women Lawyers Division, as well as the President’s Award at the Buck County Bar Association's annual dinner this month.
The Mims award is named after Harriet Mims, the first female judge in Bucks County and one of the first women to be admitted to the Bucks County Bar. The award is presented annually to a female attorney who exhibits the characteristics of strength, leadership and integrity and has also served as a mentor to young lawyers. Nominations are made by members of the association with a panel making the final selection of the recipient.
The President’s Award recognizes dedication and service which contributes to the Bar Association’s success.
In addition to her career as a preeminent Family Law attorney, Ms. Pritchard is an active member of the local bar association, serving in significant leadership roles with both the Bar Association and the Buck County Bar Foundation, the charitable arm of the BCBA. She regularly participates pro bono at Protection from Abuse proceedings in the Court of Common Pleas. Ms. Pritchard is a frequent speaker regarding a variety of family law matters for the Pennsylvania Bar Association Family Law Section, Pennsylvania Bar Institute, and the Bucks County Bar Association.
Jessica Pritchard can be reached at 215.230.7500 ext. 140. To learn more about Jessica Pritchard, visit ammlaw.com.
Antheil Maslow & MacMinn, LLP is a full-service law firm located in Doylestown, PA. At AMM, we pride ourselves on developing deep relationships with our clients by taking time to understand their goals in order to provide responsive, practical legal advice and aggressive advocacy.
Susan A. Maslow, business law attorney and Partner of the law firm of Antheil Maslow & MacMinn, LLP (AMM Law) will speak at the ABA International Law Section’s Celebration of the 75th Anniversary of the Universal Declaration of Human Rights ABA International Law Section’s Celebration of the 75th Anniversary of the Universal Declaration of Human Rights (UDHR) at the Maison du Barreau in Paris, France, December 6-9, 2023. Click HERE for the conference flyer.
Maslow will participate in a panel providing advice to businesses and the attorneys that represent them on human rights due diligence in connection with supply chain contracts, mergers and acquisitions, and other corporate matters. The discussion will also address the role and responsibilities of financial institutions and provide guidance on domestic and EU model contract clauses to protect workers in international value chains, all in an effort to connect human rights due diligence to good governance, human rights policies, and sustainability reporting.
In addition to her business law practice, Ms. Maslow serves as chair of the Corporate Social Responsibility Law Committee of the ABA Business Law Section.
To learn more about Susan Maslow, visit her attorney profile. Ms. Maslow can be reached at smaslow@ammlaw.com or 215.230.7500 ext. 119.
Antheil Maslow & MacMinn, LLP is a full-service law firm located in Doylestown, PA. At AMM, we pride ourselves on developing deep relationships with our clients by taking time to understand their goals in order to provide responsive, practical legal advice and aggressive advocacy