What is an Earn Out in a Business Sale?

June 2, 2017

Reaching a mutually acceptable purchase price can be difficult.  The seller and the potential buyer may disagree on the value of the business.  An Earn Out can resolve such a disagreement.  It enables the parties to hold different opinions on the business value, but agree on the terms of the transaction. An acquisition with an […]

Management of Limited Liability Companies: Member-Managed vs. Manager-Managed

May 30, 2017

Under the new Pennsylvania Uniform Limited Liability Company Act of 2016 (the “Act”), which recently went into effect as of April 1, 2017, a limited liability company (“LLC”) no longer has to declare if it is member-managed or manager-managed in its Certificate of Organization filed with the Pennsylvania Department of State.  However, the question of […]

Oral Modifications to Written Contracts

March 30, 2017

Ordinarily, contract provisions are what they say they are. The term is the term, a confidentiality clause requires confidentiality, and an assignment clause precludes assignment to another party.  The same cannot be said, however, for provisions prohibiting subsequent oral modifications of the original written agreement. This is because Pennsylvania law permits the oral modification of […]

Perils of the Business Privilege Tax

March 10, 2017

With Tax Season in full bloom and filing deadlines just around the corner, people often forget that more than just income taxes must be paid. One such tax, known as a Business Privilege Tax (BPT), is levied by local taxing authorities against all types of businesses, with few exceptions.  Often imposed by municipalities throughout the […]

Increased Security Measures with the IRS

February 21, 2017

Due to the increasing IRS and identity theft scams, the IRS has issued guidance (IR 2017-32) for taxpayers who call the IRS. The IRS suggests that any taxpayer who calls an IRS call center should have the following information available: Social Security Numbers and birth dates for those listed on the tax return For those […]

The Apostille: Operating in a Global Economy

January 24, 2017

As technology, media and advances in travel have made our world smaller, opportunities for business and nonprofit organizations have expanded.  With a shrinking world comes more integration than ever before.  What if Jane Smith wants to participate in a business transaction with her Pennsylvania limited liability company in Great Britain?  What if John Smith wants […]

Significant Amendments to the Pennsylvania Law on Partnerships and Limited Liability Companies Take Effect in February

December 29, 2016

Having already passed the Pennsylvania Senate on October 26, 2016 and the Pennsylvania House of Representatives on October 27, 2016, House Bill No. 1398 was approved by the Governor of Pennsylvania on November 21, 2016 and became Act No. 170 (the “Act”).  The Act amends Title 15, Corporations and Unincorporated Associations, and completely replaces the […]

Federal Judge Blocks DOL’S Overtime Regulations

November 28, 2016

The Department of Labor’s (DOL) revised overtime regulations under the Fair Labor Standards Act (FLSA) were scheduled to become effective on December 1, 2016. The new regulations increase the minimum salary level for exempt white collar employees from $23,660 per year to $47,476.00 per year.  The regulations also establish a mechanism by which the minimum […]

What’s in a Name?

October 31, 2016

Perhaps that which we call a rose by any other name would smell as sweet, but signing the name of the wrong party on a document can cause a business agreement or land transaction to sour.  It is common sense that when you enter into an agreement with another party, you want to make sure […]

DOL’S Overtime Regulations Set To Take Effect December 1, 2016

October 12, 2016

As all employers should know, on December 1, 2016 the Department of Labor’s (DOL) final overtime regulations under the Fair Labor Standards Act (FLSA) become effective. The FLSA requires that all non-exempt workers be paid overtime pay at the rate of time and one-half of their regular hourly rate for all hours worked over 40 […]

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