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Four Key Points to a Successful Business Sale

By Stuart M. Brown, Partner and Co-Chair, Commercial Transactions

So you’re thinking about selling your business. You decided that it is “time.” You are emotionally ready. You are financially ready. Great!

Working with sellers like you, here are four (yes, just four) points to consider before you go any further:

  • Create a deal team… you will need an experienced accountant, attorney, intermediary and financial planner. Experience is key, but do NOT settle for experience. Make sure that you have a good gut feeling for the person/firm. A good gut feeling includes being able to communicate easily and feel like you are on the same page as your advisors.
  • You will sell on your company’s past performance; however, the purchaser will buy based on what it views as future opportunities. So be realistic in your goal for a sale price. Be as introspective as possible (aka, don’t believe your own sales pitch because buyers will poke holes).
  • No one can guarantee you anything in addition to what you receive at the closing table. There are multiple ways to characterize sale price:
    • Cash at closing (which is most preferrable)
    • Deferred payments (you, as the seller, take back “paper,” a promissory note which is a contract from the buyer to pay you at a later date)
    • Contingent payments (these payments are predicated on an event occurring such as gross revenue or EBITDA targets post-closing, a concept referred to as an “earnout”)
    • Rollover equity (this means that you, as the seller “partner” with the buyer because you either retain a certain amount of your company’s equity or you get equity in the buyer in lieu of cash).

Be careful when it comes to structuring the payment of the sale price. The question that I often ask clients is would you rather sell your business to me if I offer you $50 million or to Sally if she offers you $7 million? The answer is obvious, right? Clearly, my offer is better. Oh, did I fail to mention that Sally is paying you $7 million at closing but I’m paying you $1 million at closing and $1 million a year for the next 49 years? Still think my offer is better?

  • If your transaction was a Broadway show, you should be in the starring role as the “reluctant seller.” Do NOT be anxious, meaning you should not purchase that red Ferrari until the deal closes. You have maximum leverage early in the negotiation process. Use your leverage, but don’t be a pig… remember, ultimately, pigs get slaughtered.

Each one of these points is worthy of a much longer discussion. Hopefully, you will choose a deal team that can properly advise you and manage your expectations. By the way, deals take time — don’t expect to close in 60 days. It rarely happens. So, enjoy the journey because the destination is within reach of the patient and thoughtful seller. Good luck!

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Jan 10, 2024
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Brown Moskowitz & Kallen Represents A&R Bulk-Pak in Sale to NOVA Infrastructure

FOR IMMEDIATE RELEASE

Brown Moskowitz & Kallen Represents A&R Bulk-Pak in Sale to NOVA Infrastructure

South Carolina-Based Packaging and Logistics Company for Petrochemical Industry Elevates Service to Global Chemical Industry through Acquisition by NOVA  

Chatham, New Jersey December 2023 — Brown Moskowitz & Kallen, P.C. (BMK) recently represented Moncks Corner, South Carolina-based A&R Bulk-Pak (A&R), a leading provider of contract packaging, transloading, warehousing and other vital supply chain services to the petrochemicals industry in its acquisition by NOVA Infrastructure, a middle market infrastructure investment firm that invests in the environmental services, transportation, energy/energy transition and communications sectors in North America.

Over the past decade, the Port of Charleston has evolved into one of the most active export hubs for the North American chemicals industry, with A&R among the leading suppliers of essential supply chain solutions. A&R operates a 240,000-square-foot warehouse at the port with two high-speed automatic packaging lines, rail access to the CSX main line and onsite storage for more than 120 railcars. The facility engages in transloading and packaging of polyethylene pellets for leading chemical producers and trading houses. The sale to NOVA enables A&R to accelerate its growth in serving global chemical providers.

As part of the acquisition by NOVA, A&R has entered into a strategic partnership agreement with Harbor Logistics, a portfolio company within NOVA. Harbor provides transportation, logistics and warehousing services in Charleston. Harbor, A&R and NOVA are now long-term partners operating in concert to deliver comprehensive supply chain solutions throughout North America.

“The acquisition by NOVA and aligned agreement with Harbor Logistics offers significant strategic expansion opportunities to A&R,” said Norman D. Kallen, Partner and Co-Chair of the Brown Moskowitz & Kallen Commercial Transactions Group, who served as lead M&A counsel for A&R. “This transaction involved structuring several creative solutions that enable NOVA to leverage A&R’s dominant position at the Port of Charleston while providing a pathway for A&R to penetrate the global chemical industry marketplace and offer elevated supply chain solutions with NOVA-owned Harbor Logistics.”

Mr. Kallen was joined in the transaction by Justin Escher-Alpert, Senior Counsel of Brown Moskowitz & Kallen. A&R was advised by Michael Givner of IMG Business Advisors. Additional legal counsel was provided to A&R by Joshua Laff of The Law Office of Joshua F. Laff.

NOVA Infrastructure & Harbor Logistics were advised by Scudder Law Firm, P.C., L.L.O. and Jones Day.

 

About Brown Moskowitz and Kallen, P.C. 

Brown Moskowitz & Kallen, P.C. is a New Jersey-based law firm serving privately held businesses locally, nationally, and internationally. BMK provides comprehensive counsel at every stage of the business life cycle with practice areas in commercial transactions, finance, litigation/dispute resolution, real estate, land use, technology, tax, trusts and estates. For more information, visit https://bmk-law.com/

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Dec 21, 2023
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BMK’s Stuart Brown Featured in EisnerAmper Middle Market M&A Series

BMK’s Stuart Brown, Partner and Co-Chair of the Commercial Transactions practice, is once again featured in Eisner Amper’s Solutions In Sight Middle Market M&A Video Series. This time, EisnerAmper tax partner Jordan Amin, Scott Daspin, Director of Investment Banking at Triad Securities, and Stuart discussed the emotional aspects of selling a business. The trio addresses the emotions sellers commonly experience amidst a business sale and the ripple effect the process has on personal and professional relationships. Topics covered in the video include:

  • Determining when one is emotionally ready to sell a business
  • Why an M&A transaction is a team sport and why the seller relies on the team to navigate both the numbers and the emotional touchstones inherent in every transaction
  • Protecting one’s mindset throughout the process
  • Managing family expectations during and after a sale
  • Feeling confident in the buyer to steward the business post-sale
  • Preparing for life after the closing and avoiding “seller’s remorse”

Bottom line: M&A transactions are not just about the numbers. Emotions inform whether a sale is deemed successful just as much as the financial outcome. To view Stuart’s discussion with Jordan and Scott, please visit https://www.eisneramper.com/insights/solutions-insight/solution-sessions-videos/middle-market-merger-acquisition-video-1223/

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Dec 21, 2023
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The Corporate Transparency Act and New Disclosure Requirements

CLIENT ALERT

By The Corporate Group at Brown Moskowitz & Kallen, P.C.

The Corporate Transparency Act and New Disclosure Requirements

A new federal law, taking effect January 1, 2024, imposes new disclosure requirements on privately held companies. The Corporate Transparency Act (the “Act”) takes aim primarily at smaller companies in industries that are not highly regulated. The Act — part of the U.S. Anti-Money Laundering Act of 2020 — is intended to penetrate multiple layers of entities to identify, and thus deter, illegal activities, including terrorist financing, money laundering, and tax fraud.

Who Reports

Businesses that meet the definition of a “reporting company” are required to report certain information about the entity and its beneficial owners via the U.S Treasury Department’s Financial Crimes Enforcement Network (FinCen) secure website. The data will be available to U.S. law enforcement and other government agencies, including the IRS, and select financial services companies, but not the public.

Definition of “Reporting Company”

There are two types of reporting companies under the Act: A domestic entity formed or registered by filing a document with the office of the secretary of state, or any applicable office, under the law of a state or Indian tribe and a foreign entity formed under the law of a foreign country and registered to do business in any U.S. state or U.S. tribal jurisdiction. Unless an exemption applies, discussed below, EVERY business formed in the U.S. or doing business in the U.S. is subject to reporting under the Act – including corporations, limited liability companies, and most limited partnerships. Most trusts are likely excluded since they are not created by filing with a state authority.

Exemptions from Reporting

There are 23 exempt categories of business entities. A full list can be found in the reference guide posted by FinCEN on its website: Beneficial Ownership Information Reporting | FinCEN.gov. The more common exemptions cover public companies, “large operating companies,” public accounting firms, regulated insurance companies, registered investment companies and advisers, registered venture capital fund advisers, banks, securities brokers and dealers, exchanges, regulated public utilities, tax-exempt non-profits and trusts, subsidiaries of exempt entities, and “inactive entities.” The exemption for “large operating companies” requires constant monitoring of employee levels and revenues. The law defines this entity as one that (i) employs more than 20 employees full-time in the U.S. (no aggregation), (ii) has filed U.S. income tax returns for the prior year reflecting more than $5 million in aggregate gross receipts or sales from U.S. sources, and (iii) operates a physical office in the U.S.

Data to Report

Reporting companies must report data about the entity, beneficial owner information (“BOI”), and, for entities formed on or after January 1, 2024, company applicant information. Information to be reported about a reporting company includes the entity’s legal name, trade names, DBAs, address, federal Tax ID number and the jurisdiction of formation or registration. The law describes a “beneficial owner” as an individual who, directly or indirectly, exercises substantial control over a reporting company or owns (directly or indirectly) or controls at least 25% of the ownership interest therein. The information to be reported includes legal name, birthdate, residential street address, and the identifying number from and a copy of ID such as a non-expired driver’s license or passport. A “company applicant” is the person who “directly files” the document that creates the reporting company (e.g., the certificate of formation) or who is primarily responsible for directing such filing. The same personal information that is reported for beneficial owners is to be reported for up to two company applicants. Reporting companies must collect, store, and report personally identifiable information (“PII”) securely or risk penalties under the Act.

Filing Deadlines

The Chart below lists the filing deadline for initial reporting by reporting companies. Reporting companies must report any changes in BOI to FinCEN within 30 days after a change occurs.

Date Formed or Registered in U.S.

  • Formed or registered before January 1, 2024
  • Formed or registered on or after January 1, 2024, but prior to January 1, 2025
  • Formed or registered on or after January 1, 2025

Filing Deadline

  • January 1, 2025
  • Within 90 calendar days of receiving actual or public notice of the effective date of creation or registration
  • Within 30 calendar days of receiving actual or public notice of the effective date of creation or registration

Civil and Criminal Penalties for Noncompliance

The penalties for providing false or fraudulent information or failing to submit a complete initial or updated report are fines of $500 per day up to a maximum of $10,000, imprisonment for up to two years, or both. Penalties for the unauthorized disclosure or use of BOI are fines of $500 per day up to a maximum of $250,000 and imprisonment for up to five years for the knowing unauthorized disclosure or use of BOI. The prompt correction of inaccurate information (within 90 days of becoming aware) may avoid penalties.

BMK is Ready to Help Your Business Navigate the CTA

Contact us today at (973) 376-0909 if you would like help analyzing whether your business is a reporting company under the CTA. We can answer your questions about the CTA and advise the next steps your business should take regarding (i) updating of contracts, company documents and deal agreements, (ii) creating or updating company internal policies/procedures, and (iii) implementing internal systems for collecting and reporting data securely. Accurate data collection and reporting with a process for ensuring the security of PII are key to staying compliant with the Act.


Disclaimer: Any legal advice regarding the application of the Act and reporting obligations requires a new Firm engagement. BMK’s existing client engagements do not contemplate legal advice or analysis regarding compliance with or reporting obligations under the Act. 

©Copyright 2023, Brown Moskowitz & Kallen, P.C. All rights reserved. This article is for informational purposes only and is not intended to constitute, and does not constitute, legal advice.

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Dec 11, 2023
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Kenneth L. Moskowitz Recognized as a 2024 SuperLawyer®

Brown Moskowitz & Kallen Co-Founder, Partner and Chair of the Litigation and Dispute Resolution practice, Kenneth L. Moskowitz, has been recognized as a 2024 SuperLawyer® by Thomson Reuters. The SuperLawyers® designation is a highly coveted peer recognition of professional achievement by the legal community.

An attorney can only obtain a SuperLawyers® designation via nomination by their peers in a research-driven, multi-phase patented process. The annually published list comprises a comprehensive directory of the top five percent of attorneys in New Jersey.

You can read Ken’s SuperLawyers® profile here: https://profiles.superlawyers.com/new-jersey/chatham/lawyer/kenneth-l-moskowitz/4323a70a-1608-4f13-b417-365e5118c975.html

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Nov 30, 2023
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Brown Moskowitz & Kallen, P.C. Represents Finelli Consulting Engineers, Inc. in Sale to Universal Technical Resource Services, Inc.

Brown Moskowitz & Kallen, P.C. recently represented Finelli Consulting Engineers, Inc. (Finelli) of Washington Township, Warren County, New Jersey in connection with its sale to Universal Technical Resource Services, Inc. (UTRS), an international provider of leading-edge scientific, engineering and information technology and communications  The Finelli acquisition will enable UTRS to expand its civil engineering offerings throughout Northern New Jersey and Eastern Pennsylvania, where its existing RKR Hess Civil Division currently operates. The RKR Hess Division focuses on civil and environmental engineering, surveying and wetland services for municipalities and private clients.

The transaction includes the purchase of substantially all Finelli assets and retains the firm’s staff, which will continue to operate from its Washington Township location.

The Brown Moskowitz & Kallen team included Stuart M. Brown, Partner and Co-Chair of the Commercial Transactions practice as lead counsel, along with Keith E. Marlowe, Partner, Real Estate, and Justin Escher Alpert, Senior Counsel. Accounting services were provided by Mitchell Sharpe and Jenny Sharpe of SKC & Co.

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Jul 25, 2023
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BMK Leading Increasingly Larger M&A Transactions: Trend Toward Assembling Teams of Subject Matter Experts and Cost-Effective Closings

Amidst the robust mergers and acquisitions market of the past few years, Brown Moskowitz & Kallen increasingly finds itself leading larger and more complex transactions, many valued above $100 million dollars. While clients may have always entrusted agile, experienced smaller business law firms like BMK to manage their day-to-day legal needs, creating an outsourced general counsel relationship, both buyers and sellers have typically sought large, multi-practice law firms to manage complex  M & A  transactions.  The thought process is that a large law firm can serve as a “one-stop shop,” providing access to legal subject matter experts essential to the execution of a transaction under one roof. The challenge for clients is that access to attorneys practicing in various disciplines at a larger firm does not guarantee consistent best-in-practice legal counsel across the spectrum.

When an experienced smaller law firm is leading a larger transaction, it has unfettered discretion to select the best-in-class advisors, legal and otherwise, to ensure a successful, expeditious and cost-effective closing orchestrated by the most qualified experts in every category. There is no mandate or implied directive for the lead transactional attorney to utilize her partners or colleagues.

A smaller law firm with a quality network can painstakingly select the most qualified experts to address the issues presented in a given transaction – absent any  pressure to keep all disciplines in house.  A recent example is the acquisition of Contract Filling Inc. (CFI) by Arizona Natural Resources, a portfolio company of CORE Industries. CFI, a leading New Jersey-based alcohol fragrance blending and filling company, is a long-term client of BMK. Stuart M. Brown, partner and co-chair of the commercial transactions practice at BMK, assembled a best-in-class team of subject matter experts to enable the 40-year-old company to complete its sale to ANR.

“BMK has enjoyed a long-term relationship with CFI. We understood the priorities of its leadership team, Bill and Carol Lizzi,” said Stuart Brown. “We knew what was most important to our client and we went to work to assemble a deal team that included experts in every category germane to the acquisition to bring the transaction to a successful close for them.”

“Any M&A transaction requires a strong quarterback to assemble all the various players,” said John Poppe, co-founding partner of MidCap Advisors, which served as exclusive financial advisor to CFI in the transaction. “Especially in the lower middle market, highly customized solutions are needed. You want to bring in the outside experts with the right specific background tailored to all the moving parts of the transaction. Large law firms, whether representing buyers or sellers, tend to handle all aspects of M&A transactions in house, with a team comprised primarily of the most junior attorney staff, so the clients tend to receive very generalized counsel. The bespoke solution BMK created for CFI in this case, and in many others, was optimized to perform well because its only interest was to assemble the best-in-class advisors. Period.”

The fact that seasoned M&A attorneys at smaller law firms tend to have close relationships, characterized by regular communication with their clients, makes a vital difference in determining the need for subject matter experts when selling a business in part or in whole. As Keith E. Gilman, managing partner at intellectual property law firm Lerner, David, Littenberg, Krumholz & Mentlik LLP and an advisor to CFI said, ”Many attorneys do not even realize there can be significant intellectual property at stake in manufacturing-related transactions like CFI. Stuart Brown knew this client’s business intimately and brought us in early to protect CFI’s IP interests. Oftentimes, the IP in transactions like this one gets overlooked, placing the client at a serious disadvantage in negotiations.”

Not only is it important that the lead counsel for an M&A transaction identifies and recruits the appropriate experts in each area, but the lead counsel also must create a climate where all the players interact effectively. “It’s really important that an M&A team comprised of many advisors work well together,” said Jordan Amin, partner, tax services at EisnerAmper, accounting advisor to the CFI transaction. “The team needs to be comfortable working together, relying on each other’s expertise and challenging each other to get the best results for the client. In this case, there were complicated tax issues to be communicated to other members of the team and carefully navigated. We worked with BMK to walk the seller through various tax structuring options to arrive at the most palatable solution for the client.”

Smaller law firms are proving that having seasoned senior level attorneys leading and executing industry-leading M&A transactions provides a benefit that large law firms cannot match despite their strength in numbers. Smaller firms with a robust transactional practice can assemble the best-in-class subject matter experts necessary to execute the transaction in the most cost-effective and efficient manner.

As Stuart Brown said, “Rather than speaking about how well we do what we do in the M&A arena when serving as lead transaction counsel, I’d rather have my client at CFI tell you. Here’s an email message we received following the CFI closing from President & CEO Bill Lizzi: ‘We’ve used BMK Law for more than 20 years to support our ongoing business. In 2022, BMK provided expert legal advice, support and coordination for the sale of our business, from the start of the process until final payments were made. Their team is customer focused, professional, knowledgeable, reliable and responsive. They also have a network of experts that can be tapped into for additional specific subject matter knowledge if necessary. We highly recommend their services.’”

In addition to MidCap Advisors, Lerner David and EisnerAmper, BMK was joined by the following parties in executing the CFI acquisition, which was one of the most the consequential deals in the North American cosmetics, fragrance and personal care space for 2022: Brian Satz of the Satz Law Group LLC (transaction counsel); Wanda Chin Monahan of Wanda Chin Monahan LLC (environmental counsel); Christine Gottesman (benefits counsel) and Niviritha Ketty (employment counsel) of Nukk-Freeman & Cerra, P.C.; and Jeffrey Shapiro of Lowenstein Sandler (HSR Compliance).

In addition to Stuart Brown as lead transaction counsel, the BMK team for CFI included Keith Marlowe (real estate counsel), Jay Soled (tax counsel) and Justin Escher Alpert (transaction counsel).

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Jan 13, 2023
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Brown Moskowitz & Kallen, P.C. Transaction Receives 2022 Deal of the Year Award from The M&A Advisor

Brown Moskowitz & Kallen, P.C. Transaction Receives 2022 Deal of the Year Award from The M&A Advisor

New Jersey Law Firm’s Representation of Automated Control Concepts in Acquisition by Sverica Capital Management Garners Prize in $50 to $100 Million Industrials Category

Chatham, New Jersey December 2022 – Leading New Jersey business law firm Brown Moskowitz & Kallen, P.C. has received a 2022 Deal of The Year Award by The M&A Advisor. The firm represented Automated Control Concepts, Inc. (“ACC”) in its sale to Sverica Capital Management LP. The transaction won the award in the Industrials category for deals between $50 and $100 million at the 21st Annual M&A Advisor Awards.

The M&A Advisor Awards are the most competitive and coveted honors in the mergers and acquisitions sphere. More than 400 companies submitted nominations to an independent panel of judges assembled by The M&A Advisor, the preeminent organization recognizing excellence, honoring achievement, presenting thought leadership and facilitating connections among the world’s leading dealmaking professionals.

Stuart M. Brown, partner and co-chair of the Commercial Transactions practice at Brown Moskowitz & Kallen, served as lead transaction counsel and assembled the winning team. The team was comprised of EisnerAmper (tax and transaction advisory services, due diligence, quality of earnings and project management) and Wombat Capital Markets LLC (investment banking and M&A advisory services).

ACC is a Neptune, New Jersey-based systems integrator specializing in process control, manufacturing intelligence and cybersecurity and industrial networking. Sverica Capital Management LP is a Boston-based private equity investment firm.

“The sale of ACC to Sverica was successful on all fronts. The transaction enabled ACC to broaden its business model and strategically expand into new areas while maintaining its talented workforce,” said Mr. Brown. “Given the array of moving parts, it was a complicated deal. Our firm frequently leads complex transactions and onboards strategic team members to obtain optimal results for our clients. We had great confidence in selecting EisnerAmper and Wombat Capital Markets to represent the interests of ACC at every step along the way. We are all very honored to be recognized by The M&A Advisor.”

Accompanying Mr. Brown on the BMK legal team representing ACC were Jay Soled (tax, trusts and estates) and Justin Escher Alpert (corporate and M&A).


About Brown Moskowitz and Kallen, P.C.

Brown Moskowitz & Kallen, P.C. is a New Jersey-based law firm serving privately held businesses locally, nationally, and internationally. BMK provides comprehensive counsel at every stage of the business life cycle with practice areas in commercial transactions, finance, litigation/dispute resolution, real estate, land use, technology, tax, trusts and estates. For more information, visit https://bmk-law.com/

About EisnerAmper

EisnerAmper, one of the largest business consulting firms in the world, is comprised of EisnerAmper LLP, a licensed independent CPA firm that provides client attest services; and Eisner Advisory Group LLC, an alternative practice structure that provides business advisory and non-attest services. For more information, please visit https://www.eisneramper.com/

About Wombat Capital Markets LLC

Founded in 2009, Wombat Capital is a cross-border investment bank providing Mergers and Acquisitions advisory services to entrepreneurs, boards of directors, financial investors, private and public companies. With offices in New York and Paris, Wombat Capital focuses on the lower middle market of the Pharmaceutical Outsourcing, Medical Devices and Diagnostics sectors.

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Dec 22, 2022
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BMK Represents School Photo Marketing, Inc. in Sale to Ennis, Inc.

Brown Moskowitz & Kallen, P.C. represented School Photo Marketing, Inc. (SPM), located in Morganville, New Jersey, in its sale to a subsidiary of Ennis, Inc., (NYSE: EBF). Texas-based Ennis, Inc. is one of the largest private-label printed business product suppliers in the United States. The transaction was fast-tracked, closing in just over two months.

SPM provides printing, yearbook publishing and marketing-related services to more than 1,400 school and sports photographers across the country. The company operates through a similar wholesale manufacturer-distributor-end user channel as Ennis. The purchaser acquired the SPM name and will continue to operate in its current location.

“We were able to successfully close this transaction in record time for SPM in large part due to our M&A expertise and our network of best-in-class subject matter experts,” said lead transaction counsel Stuart M. Brown, partner and co-chair of the Commercial Transactions practice at BMK. “Today’s transactions require a multi-disciplinary approach given the level of complexity in our current business and legal environment. As experienced practitioners, we are able to quickly assemble a deal team to effectively and efficiently address the technical issues, including environmental, intellectual property and tax-related matters, that often arise in transactions. As a result, we save our clients a lot of unnecessary expense and stress throughout the M&A process.”

In addition to Mr. Brown, Norman D. Kallen, partner and co-chair of the Commercial Transactions practice, Linda R. Brower, senior counsel, and Jay Soled, of counsel, Tax worked on the transaction. Subject matter experts included Keith E. Gilman, managing partner at Lerner, David, Littenberg, Krumholz & Mentlik LLP (intellectual property); Wanda Chin Monahan of Wanda Chin Monahan LLC (environmental); and Nivritha Ketty (employment) and Christine Gottesman (benefits) of Nukk-Freeman & Cerra, P.C.

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Dec 09, 2022
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Administrative Law Judge Finds Owner-Operators Truck Drivers to be Independent Contractors, Not Employees of Motor Carrier

On April 20, 2022, the Hon. Mary Ann Bogan, A.L.J. issued an initial decision in Farruggio’s Bristol and Philadelphia Express, Inc. v. New Jersey Department of Labor and Workforce Development, OAL No. LID 02027-17 finding, on summary judgment, that the owner-operator drivers that contracted with Farruggio’s Express were independent contractors, not employees. Accordingly, the Court found that Farruggio’s Express was not liable for state employment taxes in connection with the audit of the New Jersey Department of Labor and Workforce Development (“NJDOL”). Read More

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May 23, 2022
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