News & Insights

Modifying the Representation and Warranty About Financial Statements Being Prepared in Accordance With GAAP

Partner Gianfranco Pietrafesa co-authored the article "Modifying the Representation and Warranty About Financial Statements Being Prepared in Accordance with GAAP," which reviews the customary representation and warranty (“R&W”) in stock and asset purchase agreements concerning a target company’s financial statements being prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). However, many private companies, especially small, closely-held, and family-owned companies, do not prepare their financial statements in accordance with GAAP. That is, their financial statements deviate from GAAP. Yet, many attorneys representing buyers require the R&W to include such language. ...read more

The Business Lawyer's Quick Guide to Choice of Entity: Corporation vs. LLC

There  are  many  different  types  of  business  entities,  including  corporations,  general partnerships, limited partnerships, limited liability partnerships, limited liability companies, and even sole proprietorships. Historically, the most popular type of entity was the corporation, but in the last twenty years, the limited liability company (“LLC”) has become the entity of choice. In the co-authored article, “The Business Lawyer’s Quick Guide to Choice of Entity: Corporation vs. LLC,” attorneys Gianfranco Pietrafesa and Jason Zoranski summarize  some  of  the  general  advantages  and  disadvantages  of  (1)  a corporation taxed as a C corporation, (2) a corporation taxed as an S corporation, and (3) an LLC taxed as a partnership (with two or more owners) or a disregarded entity (with one owner). It then reviews the more important characteristics of these types of business entities and their tax treatment. ...read more

Businesses Should Watch State Moves as Noncompete Bans Change

With the Federal Trade Commission’s noncompete ban pending on appeal, the importance of state law rulings on the matter are once again in the spotlight. In the Bloomberg Law article “Businesses Should Watch State Moves as Noncompete Bans Change,” attorney Amy Pearl writes about the status of the ban, state law developments, and alternative protections businesses may consider. ...read more

Steps to Interpreting NJ-RULLCA

It has been more than a decade since New Jersey overhauled its limited liability company (LLC) statute. Adopted on Sept. 19, 2012, the New Jersey Revised Uniform Limited Liability Company Act, N.J.S.A. 42:2C-1 et seq. (NJ-RULLCA) became effective on March 18, 2013, for newly formed LLCs and on March 1, 2014, for all LLCs. Only a handful of opinions interpreting the statute have been published by the courts since that time. ...read more

D&O "Capacity Exclusion" May Bar Coverage When Acting Outside the Scope of Insured Status

Directors’ and officers’ (D&O) policies insure against claims arising from alleged wrongful acts attributed to directors and officers of the insured entity—provided they were principally engaged in that capacity at the time the alleged wrongful conduct was committed. In other words, such coverage is placed in question when the insureds accused of the alleged wrongful conduct were not acting strictly within their insured role. In that circumstance, the D&O insurer will undoubtedly invoke its policy’s “capacity exclusion” to bar coverage. ...read more

Should a Financially Dependent Child Who Rejects One Parent Still Be Emancipated?

A parent’s financial obligation for children over the age of majority continues to confound. Eighteen-year-olds have a mind of their own, yet many remain financially dependent. Should a court grant a request for emancipation when a headstrong adult child rejects a payor-parent’s influence, but remains dependent on the other parent? ...read more

Neighboring States Have Either Passed or Proposed Climate Superfund Laws - Is Pennsylvania Next?

Following Vermont and New York’s enactment of a Climate Change Superfund Act, New Jersey, Maryland, Massachusetts and California are proposing their own superfund laws, which Marc Rollo, Charlie Dennen and Grace Baccare discuss in The Legal Intelligencer article, “Neighboring States Have Either Passed or Proposed Climate Superfund Laws— Is Pennsylvania Next?”. These states are seeking to impose liability on certain responsible parties for damages caused by extracting fossil fuels or refining crude oil. Compensatory payments would be collected from responsible parties and allocated to a climate superfund cost recovery program. While these proposals have not yet been enacted, they do serve as an indicator that more states will propose their own law, including perhaps Pennsylvania. However, the U.S. Chamber of Commerce and American Petroleum Institute are pushing back and recently filed a lawsuit against the state of Vermont, arguing that their version of the climate superfund law is an overreach of state power. New York will likely face the same legal challenge. ...read more

NJDEP Proposes Changes to Hazardous Substance Discharge Reporting Rules

The New Jersey Department of Environmental Protection (NJDEP) has proposed a transformative rule change to hazardous substance discharge reporting requirements. The suggested amendments are intended to codify and implement the provisions enacted in the 2019 Site Remediation Reform Act (SRRA 2.0), as well as supplement various parts of New Jersey statutory law concerning the remediation of contaminated sites. ...read more

Unchartered Waters: The AI Phishing Wave Is Here

Attorneys, Kate A. Sherlock and Nicholas T. Franchetti, authored the article, "Unchartered Waters: The AI Phishing Wave Is Here," for the New Jersey Law Journal writing, "AI is poised to make both traditional and spear phishing cheaper and more effective." For traditional phishing, AI can generate and send thousands of emails in virtually no time, whereas an individual threat actor would have needed minutes or hours to write each underlying email. Moreover, as AI has become more sophisticated, studies have shown that AI-generated emails are now indistinguishable from those written by humans. AI’s effect on spear phishing has been even more pronounced.  ...read more

Recent Court Victories for Environmental Stakeholders: What Do They Mean?

In an article written for The Legal Intelligencer, partner Charlie Dennen discusses two significant victories in both federal and state courts regarding environmental issues that impact the commonwealth of Pennsylvania. These cases serve as further notice to government agencies and the regulated community that  environmental stakeholders remain ubiquitous and  are keeping a close eye on any and all environmental happenings, no matter whether it is in support of or in opposition to laws, regulations, initiatives, or industry action. ...read more

Three's Company: Can a Nonsignatory to an Arbitration Agreement Compel or Be Compelled to Arbitrate?

The proliferation of arbitration agreements in consumer and business contracts presents challenges when a dispute, governed by an arbitration agreement, also involves claims against or advanced by a third party, who is not party to that arbitration agreement. ...read more

Impact of the 'Loper Bright' Decision on New Jersey State Deference

Attorneys Marc Rollo, Charlie Dennen and Thomas Tyrrell discuss in the New Jersey Law Journal article,” Impact of the ‘Loper Bright’ Decision on New Jersey State Deference” how the Supreme Court’s decision in Loper Bright Enterprises v. Raimondo severely limits the ability of federal administrative agencies in the development, implementation and enforcement of their regulatory authorities. By eliminating the decades-old Chevron deference standard, nearly every federal regulation and action taken thereunder may be subject to non-deferential, or de novo,  judicial review of its underlying statutory charge. ...read more

Protecting You and Your Family

Archer’s Personal Injury Group was featured in the SJ Magazine article titled, “Protecting you and your family,” published in the July 2024 issue. The article focused on the complexities of personal injury law and the advantages of working with full-service firms, which have the resources and expertise to handle all aspects of personal injury cases. Archer partners William O’Kane, Jr., Robert Beck, Jr., and Suzanne Collins emphasized the importance of working with attorneys who will advocate for you in these difficult cases.To read the complete article, click here.  ...read more

Recent Spate of EPA Action on PFAS Could Have Far-Reaching Implications

In the Legal Intelligencer article, "Recent Spate of EPA Action on PFAS Could Have Far-Reaching Implications," partner Charlie Dennen explores two of the most significant recent EPA actions in its continuing effort to regulate PFAS, as well as the likely effects of those actions. He also discusses the  possible implications of the Supreme Court’s widely anticipated repeal of the Chevron doctrine on the EPA’s recent PFAS actions.  ...read more

Natural Resource Damages in New Jersey - Six Years After Litigation Revival, More Guidance Needed

Attorneys Vinita Banthia, Matt Conley and Daniel Farino write about the natural resource damages litigation revival in New Jersey in their co-authored New Jersey Lawyer article, "Natural Resource Damages in New Jersey - Six Years After Litigation Revival, More Guidance Needed." The current litigation push has focused on pursuing NRD claims with a goal of incentivizing more voluntary NRD settlements by responsible parties. However, the NJDEP would likely see more voluntary NRD settlements if it provided more guidance and certainty as to how these damages will be calculated. ...read more

Awaiting Case Law, Amendments a Decade Into NJ-RULLCA

Partner Gianfranco Pietrafesa, a member of the firm's Business Counseling and Mergers & Acquisitions Groups, authored an article for New Jersey Lawyer magazine reflecting on the last decade since the enactment of the New Jersey Revised Uniform Limited Liability Company Act. Gianfranco has an extensive background in New Jersey LLC Law, as he was a member of the select committee that drafted the statute. ...read more

New Interior Department Rule Proposes Increase in Cost to Acquire and Maintain Federal Oil and Gas Leases

Archer attorneys Charles Dennen and Thomas Tyrrell co-authored The Legal Intelligencer article, “New Interior Department Rule Proposes Increase in Cost to Acquire and Maintain Federal Oil and Gas Leases,” writing about a new bill that will aim to modernize federal oil and gas leasing regulations. These regulations have not been significantly modified since 1988, and this new rule comes amid increased scrutiny over whether existing regulations are outdated and no longer protective of the federal government's fiscal interests. ...read more

Understand Your Obligations Under the New Corporate Transparency Act

Archer attorneys, Gianfranco A. Pietrafesa (Franco) and Zhao Li co-authored the article, "Understand Your Obligations Under the New Corporate Transparency Act, recently published in CIANJ’s Commerce Magazine ." The Corporate Transparency Act (“CTA”), which became effective on January 1, 2024, will force more than 30 million privately-held companies to register with the federal govern­ment and disclose certain personal information about their owners and management. In their article, Franco and Zhao summarize a company’s obligations under the CTA. The CTA applies to companies formed in the U.S., as well as companies formed outside the U.S. and registered to do business in the U.S. The federal government will enforce compliance with significant civil and criminal penalties on companies, senior management and owners who fail to comply with the CTA. ...read more

What’s the Law? Attorney-Client Privilege and Work Product Doctrine in Internal Investigations

Archer attorneys, Peter Frattarelli and Simone Adkins, co-authored the New Jersey Lawyer article, “What’s the Law? Attorney-Client Privilege and Work Product Doctrine in Internal Investigations.” The attorney-client privilege analysis is never an easy one when internal investigations are conducted. In their article, Peter and Simone discuss navigating the complex waters of internal investigations when employers rely on the assistance of counsel. Often questions and confusion revolve around knowing what aspects of the investigation may be protected by the attorney-client privilege or work product doctrine, and outside the scope of discovery. New Jersey courts have evaluated this issue and developed an outline of how to address these situations. To read the complete article, click here. ...read more

In the Face of Affirmative Action: Persisting With Law Firm Diversity Efforts

The Supreme Court decision in Students for Fair Admissions v. Harvard, 600 U.S. 181 (2023) held that affirmative action programs are unconstitutional in private college admissions. The decision left businesses that are committed to diversity initiatives worried about what it would mean for their DEI programs. However, the decision does not invalidate private employment diversity efforts. Shelley Smith, Archer’s Chief Diversity, Equity and Inclusion Officer and Partner in the firm’s Business Litigation and Labor and Employment Groups, recently authored The Legal article, “In the Face of Affirmative Action: Persisting with Law Firm Diversity Efforts,” which reviews the Supreme court decision. In the article, Shelley discusses the legal field being among the least diverse professions and how law firms can continue working towards a more diverse and inclusive industry - despite the current attacks against affirmative action. To read the article, click here. ...read more