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Business Law

  • Dec 12, 2019Victor Elgort to Speak on LLC Operating Agreements for the National Business Institute

    Victor S. Elgort, a Member of law firm Norris McLaughlin, P.A., will speak at the National Business Institute’s seminar, “LLC Operating Agreements,” on Friday, December 13, at the Hyatt Place Princeton.

    About the Presentation

    Elgort will present “Tax Mistakes Made in Distribution, Allocation and Entity Selection,” discussing a sample drafting checklist for attorneys, the tax process, options for tax entity selection, allocations of profits and losses, distributions, preferred returns, and payments for providing services or capital, while utilizing real-world examples. He will also present “Formation and Drafting: Articles and Operating Agreement,” focusing on types of LLCs, steps to LLC formation, the basics of articles of organization, capital contributions, ownership interest documentation, LLC record-keeping, and drafting tips and suggestions.

    “I have been speaking at these NBI seminars for many years and always look forward to it. The organization puts on a great presentation and those who attend are eager to learn. It’s a good opportunity for business owners as well as my fellow business attorneys to stay educated on these important topics,” stated Elgort.

    Other topics to be addressed include common drafting oversights and current developments in LLC litigation; transfer restriction issues, right of first refusal, impasse, capital call, and dissolution provisions; rights, responsibilities, and voting provisions for members and manager; top operating agreement mistakes attorneys make, and ethics. For more information or to register, please visit the NBI website.

    About Victor Elgort

    Elgort often speaks at seminars on structuring complex LLC and partnership transactions. He is Chair Emeritus of the firm’s Tax Group, practicing out of all three Norris McLaughlin locations, as he is admitted in New Jersey, New York, and Pennsylvania. His practice concentrates on business law and tax planning, including the structuring of partnerships and joint ventures, tax-saving real estate and business exit strategies, executive compensation, and domestic and international estate planning matters.

    Elgort organized and created the first limited liability company in New Jersey.  He authored the standard form operating agreements and other documents for limited liability companies published by Julius Blumberg, Inc., including both the forms for use in New Jersey and the generic forms offered nationwide for limited liability companies.

    In addition, Elgort is a Fellow of the American College of Trust and Estate Counsel.  He frequently lectures at tax planning courses, including continuing education seminars. He has authored extensive material published by the NBI, Lorman Education Services, Professional Education Seminars, and other national seminar companies, including topics such as “LLCS: Beyond the Basics,” “LLC Business Law Bootcamp,” “LLCs: Advising Small Business Start-Ups and Larger Companies in New Jersey,” “Partnerships, LLCs and LLPs: Organization and Operation,” “Asset Protection Planning in New Jersey,” “Limited Liability Companies in New Jersey,” “Transferring Business Wealth,” “Administration of the Estate in New Jersey,” “Planning Opportunities with Living Trusts in New Jersey,” “New Jersey Probate: Beyond the Basics,” “A Practical Guide to Estate Administration in New Jersey,” and “Family Limited Partnerships and Limited Liability Companies in New Jersey.”

    Elgort received his undergraduate degree with high honors from Rutgers University, his J.D. with honors from Cornell University, and his LL.M. in Taxation from New York University. He is included in the Trusts and Estates section of The Best Lawyers in America© and has been named by his peers as a New Jersey Super Lawyer® in the Tax section.

    Posted in: Business Law, News | Tags: ,

  • Dec 05, 2019Norris McLaughlin, Attorneys at Law, Welcomes Four New Associates to the Firm

    Law firm Norris McLaughlin, P.A., is pleased to welcome four new associates to the firm. Allison J. Arotsky joins the firm’s Bankruptcy & Creditors’ Rights Practice Group, Sarah M. Bouskila joins the Litigation Practice Group, Stephanie A. DeVos joins the firm’s Environmental Law Practice Group, and Milan Jakubcak joins the Business Law Practice Group.

    “We are excited to have these four new hard-working, passionate, and dedicated Associates join Norris McLaughlin. In addition to expanding our attorney-base, we will soon be moving our New York office to Times Square. It’s a very exciting time for Norris McLaughlin right now and we look forward to what the future will bring for us,” said John N. Vanarthos, Chairman of the firm.

    About the Attorneys

    Allison Arotsky

    Arotsky focuses her practice on bankruptcy and creditors’ rights and litigation matters.

    Arotsky represents debtors, creditors, equity holders, purchasers, investors, insurers, and other interested parties in all aspects of distressed situations and chapter 11 cases in a variety of sectors, including retail, manufacturing, energy, consumer discretionary, finance, and municipal.

    Arotsky also represents plaintiffs, defendants, and other interested parties in contested matters, adversary proceedings, and other insolvency-related litigation involving claims arising under federal and state law, including avoidance actions, objections to claims, and real property disputes.

    Before entering private practice, Allison was a law clerk for the Honorable Judge Nancy Hershey Lord, U.S. Bankruptcy Court, Eastern District of New York.

    Arotsky received her J.D., cum laude, with a Certificate in Business Law, from Brooklyn Law School in 2012, where she also received the Barry L. Zaretsky Bankruptcy & Commercial Law Fellowship and the Professor Philip K. Yonge Memorial Prize, denoting achievements of student excellence in commercial law or bankruptcy. She received her B.A. from Cornell University in 2009.

    Sarah Bouskila

    Bouskila focuses her practice on real estate and complex commercial litigation. Her experience includes representation of individuals and corporate clients in a variety of practice areas, such as breach of contract, business torts, fraud, bankruptcy, employment and restrictive covenant disputes, foreclosure litigation, and an array of real estate-related litigation.

    Prior to entering private practice, Bouskila served as a law clerk for the Honorable Jessica R. Mayer in the Appellate Division of the Superior Court of New Jersey.

    While in law school, Bouskila was a Dean’s Merit Scholar and served as an Articles Editor for the Cardozo Public Law, Policy and Ethics Journal. She received her J.D. from Benjamin N. Cardozo School of Law, cum laude, in 2016 and her B.A., magna cum laude, from City University of New York—Brooklyn College in 2012.

    Stephanie DeVos

    DeVos devotes her practice to environmental law, focusing on product liability, toxic and environmental torts, and general liability matters.

    DeVos drafts pleadings, motions, discovery, and briefs, and conducts legal research on procedural and substantive issues at trial and appellate levels. She also has experience in pre-trial case evaluations, including detailed settlement analysis and recommendations, negotiates settlements, and regularly appears at court for conferences and oral argument of motions.

    DeVos has been the lead associate for multiple environmental cases, tendering demands for defense and indemnity, handling all phases of litigation, and overseeing and managing indemnity counsel.

    Before entering private practice, DeVos represented large national insurance carriers in first-and third-party coverage and subrogation matters in New Jersey, New York, and federal courts. She also clerked for the Honorable William L’E. Wertheimer, J.S.C. (Ret.), Superior Court of New Jersey.

    DeVos received her J.D. from Fordham University School of Law in 2011, M.S. in Spanish from Georgetown University in 2007, and B.A., magna cum laude, from Georgetown University in 2006.

    Milan Jakubcak

    Jakubcak focuses his practice on all areas of taxation and business law.

    Jakubcak is experienced in preparing tax structure papers and identifying US tax consequences of domestic and cross-border transactions, including the impact of the US tax reform on clients structures and contemplated transactions. He advises private equity and corporate clients on a range of domestic and cross-border transactions, including entity mergers and acquisitions, tax-free corporate reorganizations, Section 351 transactions, and business joint ventures.

    Prior to joining the firm, Jakubcak was Manager in Mergers and Acquisitions Tax practice at KPMG LLP where he focused on providing tax due diligence and structuring advice to his clients.

    Jakubcak received his J.D. from Seton Hall University School of Law in 2014, while he interned with the IRS Office of Chief Counsel and the Honorable Michael A. Shipp, U.S.D.J., for the District of New Jersey. He received his LL.M in Taxation from New York University School of Law in 2019 and his B.A., magna cum laude, from Rutgers, The State University of New Jersey, in 2009.

    Posted in: Allison J. Arotsky, Bankruptcy & Creditors' Rights, Business Law, Environmental, Litigation, Milan Jakubcak, News, Sarah M. Bouskila, Stephanie A. DeVos | Tags: , , , , , , ,

  • Nov 06, 20192019 Employment Law Hot Topics – Session 2

    Norris McLaughlin, P.A., is pleased to present a presentation on significant legal issues facing human resource professionals, business owners, and in-house lawyers. This program will highlight timely legal developments and managerial concerns in labor and employment law.

    Our Hot Topics seminar will feature a panel of speakers presenting in-depth on timely legal developments and managerial concerns in labor and employment law, including:

    • The Wage Theft Act (significant amendments to New Jersey’s Wage and Hour Laws) – Patrick T. Collins
    • NJ Ban on Salary History Questions – Annmarie Simeone
    • NJ Ban on Confidentiality Agreements and Arbitration Agreements for discrimination claims
    • Expansion of NJ Medical Marijuana Act protections – Keith D. McDonald
    • Update on NJ Non-compete developments – Edward G. Sponzilli

    A short update on the federal overtime rule and expansion of the NJ Family Leave Act will also be provided.

    Please feel free to share this invitation with your colleagues. We are offering this seminar free of charge. However, space is limited.

    This program has been approved for CLE, HRCI, and SHRM credits.

    When: Tuesday, December 10, 2019

    Registration & Breakfast: 8:30 —9:00 a.m.

    Program: 9:00—11:00 a.m.

    Questions & Answers: 11:00 —11:30 a.m.

    Where: Norris McLaughlin, P.A.

    400 Crossing Boulevard, 8th Floor
    Bridgewater, NJ 08807-5933

    Please click here to register.

    Please Note: Due to the overflow of requested attendance, in order to accommodate everyone, we have added a simulcast option. As a registered attendee of the simulcast session, you will view the 2019 Employment Law Hot Topics seminar from a conference room through a live video stream.

    Posted in: Annmarie Simeone, Business Law, Edward G. Sponzilli, Events, Keith McDonald, Labor & Employment, Patrick T. Collins | Tags: ,

  • Nov 04, 2019Victor Elgort to Present on LLCs From Start to Finish for National Business Institute

    Victor S. Elgort, a Member of law firm Norris McLaughlin, P.A., will speak at the National Business Institute’s seminar, “LLCs From Start to Finish,” in Cherry Hill this month.

    About the Presentation

    “As an active member and contributor to the Institute, I am proud to once again present at a continuing education seminar hosted by NBI,” stated Elgort. He will lecture principally on “LLC or S-Corp Tax Considerations” and “How to Draft the LLC Operating Agreement,” focusing on formation issues, self-employment tax issues, qualified subchapter s subsidiaries, formation provisions, and more.

    The two-day seminar, approved for 14.40 NJ and 14 NY CLE credits, 12 PA CLE credits, and 14 CPE credits, will be held Monday, November 4 to Tuesday, November 5, at the Holiday Inn Philadelphia-Cherry Hill. For more information or to register, please visit the NBI website.

    About Victor Elgort

    Elgort often speaks at seminars on structuring complex LLC and partnership transactions. He is Chair Emeritus of the firm’s Tax Group, practicing out of all three Norris McLaughlin locations, as he is admitted in New Jersey, New York, and Pennsylvania. His practice concentrates on business law and tax planning, including the structuring of partnerships and joint ventures, tax-saving real estate and business exit strategies, executive compensation, and domestic and international estate planning matters.

    Elgort organized and created the first limited liability company in New Jersey.  He authored the standard form operating agreements and other documents for limited liability companies published by Julius Blumberg, Inc., including both the forms for use in New Jersey and the generic forms offered nationwide for limited liability companies.

    In addition, Elgort is a Fellow of the American College of Trust and Estate Counsel.  He frequently lectures at tax planning courses, including continuing education seminars. He has authored extensive material published by the NBI, Lorman Education Services, Professional Education Seminars, and other national seminar companies, including topics such as “LLCS: Beyond the Basics,” “LLC Business Law Bootcamp,” “LLCs: Advising Small Business Start-Ups and Larger Companies in New Jersey,” “Partnerships, LLCs and LLPs: Organization and Operation,” “Asset Protection Planning in New Jersey,” “Limited Liability Companies in New Jersey,” “Transferring Business Wealth,” “Administration of the Estate in New Jersey,” “Planning Opportunities with Living Trusts in New Jersey,” “New Jersey Probate: Beyond the Basics,” “A Practical Guide to Estate Administration in New Jersey,” and “Family Limited Partnerships and Limited Liability Companies in New Jersey.”

    Elgort received his undergraduate degree with high honors from Rutgers University, his J.D. with honors from Cornell University, and his LL.M. in Taxation from New York University. He is included in the Trusts and Estates section of The Best Lawyers in America© and has been named by his peers as a New Jersey Super Lawyer® in the Tax section.

    About Norris McLaughlin

    At Norris McLaughlin, over thirty business law attorneys spend all or most of their time in a variety of specialties within their field. The range of clients is broad, as are the legal services that the firm provides to them.

    Posted in: Business Law, News, Victor S. Elgort | Tags: ,

  • Oct 30, 20192019 Employment Law Hot Topics – Session 1

    Norris McLaughlin, P.A., is pleased to present a free seminar on significant legal issues facing human resource professionals, business owners, and in-house lawyers. This program will highlight timely legal developments and managerial concerns in labor and employment law.

    Our Hot Topics seminar will feature a panel of speakers presenting in-depth on timely legal developments and managerial concerns in labor and employment law, including:

    • The Wage Theft Act (significant amendments to New Jersey’s Wage and Hour Laws) – Patrick T. Collins
    • NJ Ban on Salary History Questions – Annmarie Simeone
    • NJ Ban on Confidentiality Agreements and Arbitration Agreements for discrimination claims
    • Expansion of NJ Medical Marijuana Act protections – Keith D. McDonald
    • Update on NJ Non-compete developments – Edward G. Sponzilli

    A short update on the federal overtime rule and expansion of the NJ Family Leave Act will also be provided.

    Please feel free to share this invitation with your colleagues. We are offering this seminar free of charge. However, space is limited.

    This program has been approved for CLE, HRCI, and SHRM credits.

    When: Thursday, December 5, 2019

    Registration & Breakfast: 8:30 —9:00 a.m.

    Program: 9:00—11:00 a.m.

    Questions & Answers: 11:00 —11:30 a.m.

    Where: Norris McLaughlin, P.A.

    400 Crossing Boulevard, 8th Floor
    Bridgewater, NJ 08807-5933

    Please click here to register.

    Please Note: Due to the overflow of requested attendance, in order to accommodate everyone, we have added a simulcast option. As a registered attendee of the simulcast session, you will view the 2019 Employment Law Hot Topics seminar from a conference room through a live video stream.

    Posted in: Annmarie Simeone, Business Law, Edward G. Sponzilli, Events, Keith McDonald, Labor & Employment, Patrick T. Collins | Tags: ,

  • Oct 22, 2019Norris McLaughlin Named in Lehigh Valley Business 2019 Reader Rankings

    The law firm of Norris McLaughlin, P.A., is proud to have been ranked in the 2019 Lehigh Valley Business “Reader Rankings” for Best Business Law Firm, Mergers and Acquisitions, and Intellectual Property Firm.

    About the Rankings

    The 2019 Reader Rankings Awards, based on over 24,000 votes, were announced on October 2 at ArtsQuest at SteelStacks in Bethlehem.

    “We are proud to once again have the honor to be ranked by our clients and friends in the Lehigh Valley. These awards are a perfect example of how great our employees and clients are, whom we value very much,” said John N. Vanarthos, Chairman of the firm.

    About Norris McLaughlin

    At Norris McLaughlin, over thirty business law attorneys spend all or most of their time in a variety of specialties within their field. The range of clients is broad, as are the legal services that we provide to them.

    The firm’s mergers and acquisitions attorneys have structured, negotiated, and closed numerous U.S. and international transactions ranging from small-scale to complex multi-million-dollar deals. They have vast experience in all aspects of corporate transactions.

    The intellectual property attorneys at Norris McLaughlin are dedicated to providing sophisticated intellectual property counsel to domestic and international clients. Registered to practice before the U.S. Patent and Trademark Office, they have backgrounds in a broad range of engineering and sciences, including petrochemical, chemical, biochemical, biotechnology, electrical, mechanical, medical devices, and computer software and hardware. Many have worked in the field for 10 or more years, allowing them to provide all the expertise of an IP boutique within a large, full-service firm.

    In response to the changing needs of our clients and the business community, Norris McLaughlin merged with Tallman, Hudders & Sorrentino, the largest independent commercial firm in the Lehigh Valley, Pennsylvania. Since then, the firm has continued to grow, remembering its culture and our values. Norris McLaughlin and its attorneys have historically been committed to the Lehigh Valley community,where may attorneys, clients, and staff live and do business  – to make them better places to live, work, and play. The firm’s attorneys hold prominent leadership positions in various organizations throughout the Lehigh Valley and many have been honored for the work they do in the community.

    Norris McLaughlin is a full service, mid-sized regional law firm of 130+ attorneys with offices located in Bridgewater, Montclair, and Short Hills, NJ; New York, NY; and Allentown, Pennsburg, and Easton, PA. For more information, including a full practice area listing and attorney biographies, please visit www.norrismclaughlin.com.

    Posted in: Business Law, Intellectual Property, Mergers & Acquisitions, News | Tags: , ,

  • Jun 11, 2019Peter Hutcheon Appointed to the Four-Member Ad Hoc Subcommittee of ABA State Regulation of Securities Committee

    Peter D. Hutcheon, a Member of law firm Norris McLaughlin, P.A., has been appointed to a four-member ad hoc subcommittee of the State Regulation of Securities Committee of the American Bar Association’s Business Law Section to comment on the recently proposed Fiduciary Duty Rule of the New Jersey Bureau of Securities.  That proposed rule would hold broker/dealers and their representatives registered in New Jersey to a fiduciary duty standard differing from both federal law and the law of other states.  Hutcheon serves as the Liaison from the State Regulation of Securities Committee to the New Jersey Bureau of Securities.

    The State Regulation of Securities Committee aims to keep track of best practices and developments involving state and provincial securities laws, rules, and their administration, including the regulation of securities offerings, broker-dealers, investment advisers, issuers, and their representatives. The committee reports on rules, policy statements, and interpretations proposed by states and the North American Securities Administrators Association.

    Hutcheon practices primarily in the areas of business governance, commercial transactions, securities, banking, and finance.  He counsels managements of public and private companies including companies involved with the biotech and pharmaceutical industries, as well as banking institutions on governance matters and is an expert on indemnification and insurance issues affecting directors and officers.  Hutcheon represents clients seeking investment capital from private placements, venture capital and private equity deals, and firm commitment underwritten offerings of securities.  Many of these financings involve high-tech businesses. Hutcheon is experienced with securities matters ranging from stock options to dividend reinvestment plans, is familiar with bank regulatory matters, and has worked on mergers and acquisitions in the banking industry.  He is experienced in corporate and financing transactions and has represented both buyers and sellers in public and private corporate acquisition transactions, including public/private partnership financings, in deals involving over $2 billion.

    Hutcheon was a director for 22 years (including 2 years as chair) of the New Jersey State Bar, Corporate and Business Law Section, and has chaired the State Bar’s Banking Law Section.  He was chairman of the New Jersey Corporate and Business Law Study Commission from its inception in 1989 to 2002, providing reports and suggestions on business law developments to the New Jersey Legislature and the Governor.  He chaired the New Jersey Securities Advisory Committee appointed by the Attorney General from 1995 to 2001 and has served as the ABA’s Liaison to the New Jersey Bureau of Securities for over 38 years. Hutcheon has been appointed to the ABA Science & Technology Law Section’s Jurimetrics Journal Editorial Board for the past.

    HutcheonPeter is listed in the Corporate Law, Mergers & Acquisitions Law, and Securities Law sections of the current edition of The Best Lawyers in America and has been included on the list of New Jersey Super Lawyers in the Business/Corporate section every year since its inception in 2005.  Additionally, he has authored numerous articles on business-related law topics including limited liability companies, securities, and directors and officer’s liability.

    Hutcheon received his J.D., cum laude, from Harvard Law School and his undergraduate degree, magna cum laude, from Williams College.

    Posted in: News, Peter D. Hutcheon | Tags: , , , ,

  • May 22, 2019S. Graham Simmons III Named Honorary Chair of the 31st Annual Children’s Home of Easton’s Golf Tournament

    S. Graham Simmons III, a Member of law firm Norris McLaughlin, P.A., and Administrative Partner of the firm’s Pennsylvania office, was named honorary chair of the 31st Annual Children’s Home of Easton’s Golf Tournament, which took place on Monday, May 20 at the Northampton Country Club. Simmons has been a supporter and contributor to The Children’s Home of Easton since 2007.

    The Children’s Home of Easton is a nonprofit organization that provides long term care for children in need, as well as, assistance to their families. They provide a continuum of services, including group care and other family-like programs in a safe, compassionate atmosphere.  The professional staff guides, supports, and encourages the children to believe in their own self-worth and reach their full potential. For more information on The Children’s Home of Easton, please visit thechildrenshome.org.

    A business and real estate lawyer, Simmons serves both public and private sector clients on all types of M&A transactions, commercial and syndicated credit facilities, economic development projects, real estate transactions, leases, and corporate work.  He has represented clients across a diverse spectrum of industries, and is deeply experienced in the banking and financial services, health care, real estate development, economic development, and automobile dealership industries.  Simmons has been proud to represent buyers and sellers of businesses throughout Pennsylvania and beyond, as well as developers and lenders who have invested in the Lehigh Valley’s cities through incentives such as the Neighborhood Improvement Zone (NIZ) and the City Revitalization & Improvement Zone (CRIZ). He also serves as Solicitor to the City of Easton Parking Authority.

    Simmons has been recognized in Philadelphia Magazine as a Rising Star, a distinction for lawyers age 40 and under or who have been practicing fewer than 10 years, and reserved for no more than 2.5% of all attorneys in Pennsylvania.  He has been honored by Lehigh Valley Business as one of their annual Forty Under 40, which recognizes young professionals who exhibit talent and promise and have a well-documented track record of achievements in business. He is an active member of College Hill Presbyterian Church, and is a member of the Board of the State Theatre Center for the Arts in Easton, the Greater Valley YMCA, and of the Greater Easton Development Partnership, where he is the immediate past Chairman.

    Simmons earned his J.D. magna cum laude, Order of the Coif, from Villanova University School of Law in 2004, and his B.A. from Roanoke College in 2001.

    Posted in: Banking & Financial Services, Business Law, Economic Development Law, Health Care & Life Sciences, Municipal Law, News, Real Estate & Finance, S. Graham Simmons, III | Tags: , ,

  • May 08, 2019S. Graham Simmons III Named Pennsylvania’s Administrative Partner

    S. Graham Simmons III, a Member of law firm Norris McLaughlin, P.A., has been elected Administrative Partner of the firm’s Allentown, Pennsylvania office. He also serves Co-Chair the Business Law Group.

    As the administrative partner, Simmons will oversee the daily functions of the Pennsylvania office and work directly with the firm’s management committee.

    A business and real estate lawyer, Simmons serves both public and private sector clients on all types of M&A transactions, commercial and syndicated credit facilities, economic development projects, real estate transactions, leases, and corporate work.  He has represented clients across a diverse spectrum of industries, and is deeply experienced in the banking and financial services, health care, real estate development, economic development, and automobile dealership industries.  Simmons has been proud to represent buyers and sellers of businesses throughout Pennsylvania and beyond, as well as developers and lenders who have invested in the Lehigh Valley’s cities through incentives such as the Neighborhood Improvement Zone (NIZ) and the City Revitalization & Improvement Zone (CRIZ). He also serves as Solicitor to the City of Easton Parking Authority.

    Simmons has been recognized in Philadelphia Magazine as a Rising Star, a distinction for lawyers age 40 and under or who have been practicing fewer than 10 years, and reserved for no more than 2.5% of all attorneys in Pennsylvania.  He has been honored by Lehigh Valley Business as one of their annual Forty Under 40, which recognizes young professionals who exhibit talent and promise and have a well-documented track record of achievements in business. He is an active member of College Hill Presbyterian Church, and is a member of the Board of the State Theatre Center for the Arts in Easton, the Greater Valley YMCA, and of the Greater Easton Development Partnership, where he is the immediate past Chairman.

    Simmons earned his J.D. magna cum laude, Order of the Coif, from Villanova University School of Law in 2004, and his B.A. from Roanoke College in 2001.

    Posted in: Banking & Financial Services, Business Law, Economic Development Law, Health Care & Life Sciences, News, Real Estate & Finance, S. Graham Simmons, III | Tags: , , , , , ,

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