SUMMIT, N.J., April 18, 2017 – Kenneth L. Moskowitz and Steven R. Rowland recently won an important insurance coverage decision on an appeal to the United States Court of Appeals for the Third Circuit — a decision which should have the general effect of expanding coverage for those contractors who rely upon subcontractors to perform part of their work-scope. In its April 18, 2017 decision, the Third Circuit found in favor of BMK’s client, USA Container Co., Inc. (“USA Container”), affirming a federal District Court ruling that the property damage at issue constituted a covered “occurrence,” and rejecting the argument of the insurer, Travelers Property Casualty Company America (“Travelers”), that the subcontractor’s “faulty workmanship” was not covered by the insured’s Commercial General Liability (“CGL”) policy.
No company likes to be sued. Perhaps the only thing worse is to be sued and to find out that the insurance you thought would cover the type of claim you now face won’t because the insurance you have was not intended to cover that type of claim, or the insurer has asserted some vaguely-worded exclusion that you’ve never heard of.Read More
Selling your business will be complicated, emotional and, almost definitely, stressful. Once you decide to sell your business, the first step is usually hiring an intermediary – either a business broker or an investment banker. The intermediary will ask you to enter into an engagement agreement. This person is working for you and with you, so sellers frequently choose not to have a mergers and acquisitions attorney review the engagement agreement before signing it. Besides, you may think, what could go wrong? Plenty! To avoid uncertainty while ensuring a clear understanding of the specific terms you are committing to, at what cost, and for how long, hire an M&A attorney to review the engagement agreement.
Here are some deal points to keep in mind when entering into engagement agreements with intermediaries:
The agreement should provide a reasonable period of time for the intermediary to prepare a confidential information memorandum and market your business. This is known as the exclusivity period. The exclusivity period should be an amount of time that you and the intermediary believe is reasonably sufficient to market your business and close a deal; however, there should be a defined end point. A defined termination date will guide and incentivize the intermediary and create an orderly exit from the relationship with the intermediary.Read More
SUMMIT, N.J., March 22, 2017 – Brown Moskowitz & Kallen, P.C. is pleased to announce that Partner Richard S. Schkolnick has been selected for inclusion in the 2017 edition of New Jersey Super Lawyers. Marking his sixth consecutive year on the Super Lawyers list, Mr. Schkolnick has been recognized for his work in Land Use and Zoning Law.
Mr. Schkolnick has extensive experience providing solutions to property owners in complex land use and zoning matters and related litigation. Mr. Schkolnick has led development teams that have secured site plan approval, variances and entitlements for some of the largest projects in the state, coordinating the efforts of engineers, planners, architects, traffic experts and environmental consultants. He has a specialty in applications to construct wireless communications facilities and has represented national wireless carriers and tower owners in over 500 zoning applications in over 150 municipalities, including many contested applications.
Mr. Schkolnick also litigates land use and real estate cases. In addition to handling prerogative writ matters and commercial disputes involving real estate, he secured a unanimous decision from the New Jersey Supreme Court on behalf of the Township of West Orange in the State’s seminal condemnation case, Township of West Orange v. 769 Associates, LLC, 172 N.J. 564 (2002).
The Claim of An Implied Duty To Comply With “Industry Standards” For Protecting Clients’ Confidential Information
The Continuing Evolution Of Cybersecurity Risk Management
In April 2015, a client of the Chicago based law firm Johnson & Bell, LTD (“J&B”) filed a class action lawsuit in federal court in Illinois against its attorneys charging that they failed to protect their clients’ confidential information (“Action”). The Action and the claims asserted therein are compelling reminders of the evolving risks facing those entrusted to protect their clients’ confidential data. Plaintiffs allege in the Action that, notwithstanding the fact that J&B had not suffered a cybersecurity breach to date that had caused them any harm or damage, the firm nonetheless should be adjudged liable for failing to maintain “industry standard” cybersecurity protections.
A Survey Of Relevant Statutory Law And Some Practical Considerations
The business community and employers are under the constant threat of the conversion or corruption of their invaluable computer assets by employees, competitors and “hackers.” To address these ever-present and evolving threats, both the United States and the State of New Jersey have enacted statutes that both criminalize such conduct and provide for private causes of action that include remedies designed not only to make the victim whole, but to punish and deter such unlawful conduct. This article presents a brief survey of the relevant statutes, and offers some practical risk mitigation strategies to be considered by the business owner before his or her business becomes just another victim.Read More
Steven R. Rowland: Litigation & Dispute Resolution Attorney
Steven R. Rowland recently completed a trial before the Office of Administrative Law involving an allegation from the NJ Department of Labor and Workforce Development that owner-operators of large trucks had been inappropriately classified as independent contractors. The New Jersey Unemployment Compensation law exempts services provided by the drivers of large trucks from its broad statutory test of employment — the so-called ABC test — and instead uses a narrower common law test. The dispute presented the legal issue of which test applies — the broad ABC Test or the narrower common law test — and how the applicable test applied to the facts of the case.
A decision from the OAL is expected in July.
Selling Business Assets
Caveat emptor may be a familiar warning, but caveat venditor should be your watchwords if your business is in talks to sell valuable assets.
A case decided in federal court in Camden, NJ highlights why companies for sale must exercise extreme care in disclosing valuable confidential business information, trade secrets and other intellectual property assets when dealing with potential buyers.
J&J Snack Foods Corp. claimed that Ruiz Food Products, Inc., a competitor of one of its product lines, approached J&J about selling its Patio® brand of frozen foods. After the two companies entered into a confidentiality agreement and a letter of intent, J&J alleges it shared detailed proprietary and confidential information, including ingredient specifications, product formulas, financial data, customer information, and vendor lists. After the initial asset purchase agreement was reviewed and a revised draft suggested, the deal came to an abrupt halt. J&J claims that Ruiz simply informed it that the deal “would not move forward” – offering no “meaningful explanation.”Read More
Super Lawyers NJ
By BMK Law
BMK is pleased to announce that Richard S. Schkolnick has been recognized as a Super Lawyer for the 5th year. The Super Lawyers list is issued by Thomson Reuters. A description of the selection methodology and other information about Super Lawyers can be found at www.superlawyers.com/about/selection_process_detail.html.
No aspect of this advertisement has been approved by the Supreme Court of New Jersey.
Kenneth L. Moskowitz
Kenneth L. Moskowitz has been appointed to Sobel & Co.’s Fraud and Forensics Practice Editorial Advisory Board. The Board, which is comprised of both leading civil litigation and criminal defense attorneys, provides Sobel & Co. and its clients with insight and suggestions for improving fraud investigations, preventing fraud and the provision of forensic accounting services.