News & Insights

When the Statute is Your LLC Operating Agreement

In this article, author Gianfranco Pietrafesa cautions against forming a New Jersey LLC without legal guidance, noting that while it's easy to do online, it may lead to unintended consequences. He concludes by emphasizing the importance of hiring an experienced attorney to draft a proper operating agreement, as relying on default state laws (NJ-RULLCA) may result in terms that don’t align with the members' intentions. ...read more

The Importance of Corporate Meeting Minutes

In this article, attorneys Gianfranco Pietrafesa and Jiyoung Won highlight the importance of meeting minutes for both legal compliance under New Jersey law and sound corporate governance. It outlines when minutes should be prepared, what they should include, and emphasizes that attorneys should consult the New Jersey Business Corporation Act and key legal texts to ensure proper documentation practices. ...read more

An Update on the EPA's Recent Action Regarding PFAS

In the Legal Intelligencer article “An Update on the EPA's Recent Action Regarding PFAS” partner Charles Dennen provides a timely update on the EPA’s ongoing efforts to regulate PFAS under the Trump administration’s second term. Despite a general deregulatory stance in President Trump’s second term, the EPA under Administrator Lee Zeldin has shown continuity with the Biden-era PFAS policies. PFAS—persistent, harmful chemicals often found in water—remain a federal priority. The EPA recently announced 21 initiatives across three pillars: ...read more

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

Supreme Court Holds Choice-of-Law Provisions in Maritime Insurer Contracts Are Presumptively Enforceable

In an article for the American Bar Association’s Coverage Journal, Archer partner Daniel DeFiglio explores the U.S. Supreme Court’s unanimous decision in Great Lakes Insurance SE v. Raiders Retreat Realty Co., LLC, which held that choice-of-law provisions in maritime contracts are presumptively enforceable, subject only to limited exceptions. ...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