Category: Business Law

Philadelphia Business Lawyers Handling Physician Agreement

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Physicians face many of the same preliminary steps in the hiring process as the average corporate employee, including the development of contractual agreements.  Often, physician contracts include areas that are typical of corporate employment agreements, such as compensation, benefits and restrictive covenants.  However, there are other areas, such as issues concerning hospital privileges, medical malpractice coverage, and the division of hours between clinical, research and academic work, which are unique to physician agreements.  Moreover, physicians often have unique financial concerns, such as the payment of liability insurance, continuing medical education expenses, and other costs which are unique to the medical profession.   For these reasons, it is advisable that a physician utilize an attorney who is experienced with physician contracts.  As in any business arrangement, contractual agreements are important to both the employer and employee.  Serious financial obligations and penalties can result when the contracts are legally challenged.  A competent and experienced business contract lawyer in Philadelphia can ensure that physicians are protected and fully understand their obligations.

Philadelphia Business Attorneys at the Law Offices of Sidkoff, Pincus & Green Provide Legal Counsel and Representation in All Areas of Business Law

Philadelphia business contract lawyers of Sidkoff, Pincus & Green have been providing highly skilled legal counsel and representation in matters of business law for almost 60 years. If you or someone you know needs a business attorney with experience and knowledge, call our Philadelphia business lawyers at 215-574-6000or complete our online contact form to schedule a consultation today. Conveniently located in the heart of downtown PhiladelphiaSidkoff, Pincus & Green serve clients throughout the state of Pennsylvania, including Delaware County, Montgomery County, and Philadelphia County.

Philadelphia Business Attorneys: 10 Missteps Businesses Make

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Starting a new business is as exciting as it is demanding. With so many details to consider, it is not uncommon for eager entrepreneurs to overlook certain legalities that could potentially get them into major hot water. In these cases, even the most well-intentioned business owners could be breaking the law without even knowing it, putting themselves at risk of litigation, loss of business license, or even criminal charges.

When considering starting a business, it is extremely important to protect yourself and your business from legal troubles that could end up costing time, money, or your freedom. Seek the advice and counsel of an experienced and reputable business lawyer who can help you avoid these and other legal missteps.

Following are some common mistakes entrepreneurs can make:

  1. Failing to obtain all necessary state permits and licenses. Requirements can vary depending on the type of business, the location of headquarters and operations, and what government rules apply.
  2. Failure to make payroll tax deductions. Employers who fail to withhold federal income taxes and turn them over to the federal government are playing a dangerous game.
  3. Deducting personal expenses as business expenses. Determining what expenses are considered business and what are personal can be tricky, especially because many expenses are useful for both purposes.
  4. Misclassifying employees as independent contractors. Misclassification can lead to a myriad of legal problems down the road, including discrimination, wage and hour disputes, Workers’ Compensation, unemployment, and employee benefits.
  5. Classifying all employees as exempt, whether they are or are not. Both federal and state laws rely on a variety of criteria to determine whether an employee is exempt – salary is not the only factor.
  6. Failing to comply with federal and state wage and hour statutes. State laws may vary, so it is wise to keep yourself informed on statutes that apply to employee overtime and rest and meal breaks.
  7. Failing to implement appropriate workplace policies. Policies regarding discrimination and harassment should be prepared and communicated to employees in order to protect the company against an employee claim. Although many federal discrimination laws apply only to companies with 15 or more employees, there may be state discrimination or harassment laws applicable to companies with as few as four employees.
  8. Improper use of investor funds. Spending money given to you by people in trust could be jeopardizing your investor relations at best, or result in being faced with charges of embezzlement at worst.
  9. Selling recalled or counterfeit products. Both are illegal, whether you knew what you were selling was recalled or counterfeit or not.
  10. Not charging, reporting, or collecting sales tax. A business attorney can help to ensure that all state and local sales taxes are charged properly.

Philadelphia Business Law Firm of Sidkoff, Pincus & Green Provide Sound Legal Counsel for Businesses

Business law can be difficult and complex. There are rules; there are exceptions to the rules; and then there are exceptions to the exceptions. Philadelphia business lawyers at Sidkoff, Pincus & Green have the knowledge and the experience to help your growing business succeed. We offer a wide range of business services ranging from contract law, employment law, trademark litigation and governmental over-reaching. We have the strategies to help you avoid litigation, and the knowledge and skills to protect you when litigation is necessary. Call us today at 215-574-0600 or contact us online to learn how we can help you protect your business.

Philadelphia Business Lawyers: Tech Giants Agree to $415 Million Settlement for Anti-trust Violations

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Four of Silicon Valley’s largest tech companies, Apple, Google, Adobe and Intel, have agreed to a $415 million settlement over claims that they conspired with one another in their employee hiring practices in order to stifle competition and suppress wages.

The settlement puts an end to a class-action lawsuit filed in 2011 on behalf of more than 64,000 programmers and engineers against Apple, Google, Intel, Adobe, Lucasfilm, Pixar and Intuit. The lawsuit claimed the defendants entered into a series of agreements with each other not to recruit or hire each other’s employees. This included a strict policy to refrain from soliciting, cold calling, recruiting, or otherwise competing for employees.

The plaintiffs alleged that the companies were in violation of state and federal antitrust laws that prohibit practices intended to limit employee’s power to negotiate for higher salaries.

Evidence of the pact included troves of embarrassing email conversations between high-ranking executive officers of the companies that detailed the anti-competitive agreement. In at least one such email, a top executive assured his rival of the swift termination of a recruiter who had dared to violate the pact. Other emails discussed the handshake agreement and its need to be kept quiet in order to avoid a lawsuit.

Lucasfilm, Pixar, and Intuit reached an earlier settlement of $20 million.  Apple, Google, Adobe, and Intel agreed to the $415 million settlement after a previous $324.5 million proposal was rejected in August on the grounds that it didn’t offer enough money for the affected workers.

The companies likely agreed to the deal in order avoid the risk of further litigation. If no settlement was made, the case was set to go before a jury this spring. A loss could have resulted in damages exceeding $9 billion, in addition to marring the public’s perception of the tech powerhouses.

This most recent settlement amounts to approximately $6,400 per employee. The companies have also agreed to refrain from restricting hiring and recruiting practices among themselves.

Philadelphia Business Lawyers at Sidkoff, Pincus & Green handle Business matters including Antitrust Litigation

At the Law Offices of Sidkoff, Pincus & Green, our Philadelphia business attorneys we handle all aspects of business law, including antitrust litigation, class action lawsuits and appeals, employment discrimination, and whistleblower actions. We combine our superior knowledge of the law with a fearless and unwavering commitment to justice in order to produce the best possible outcome for our clients.

Our office is conveniently located in Center City Philadelphia, allowing us to represent clients throughout the region, including Philadelphia County, Delaware County, and Montgomery County. To discuss your case with one of our highly skilled and experienced Philadelphia business lawyers call 215-574-0600 today or contact us online to schedule your confidential consultation.

Philadelphia Business Lawyers: Sprint Acquisition of RadioShack is Pending

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RadioShack Corp. has been losing customers to online retailers and struggling to turn a profit in recent years.  According to Bloomberg, RadioShack Corp. is negotiating the sale of some of its store leases to wireless carrier, Sprint Corp., as part of a bankruptcy deal.   The balance of store leases unpurchased by Sprint would be closed. However, the terms of this acquisition could change or another bidder could surface before a deal is reached. The Sanpower Group, who took the chain of Brookstone stores out of bankruptcy, is also negotiating with RadioShack.

As a result of RadioShack failing to submit a business plan addressing compliance issues regarding New York Stock Exchange rules, the trading of RadioShack stock has been suspended. The value of RadioShack shares dropped off to 24 cents this week which amounted to a 90% loss of its value from 12 months ago.

Sources say that RadioShack’s largest shareholder, Standard General LP, has offered the struggling company a reorganization loan, the terms of which include the sale of assets in a bankruptcy.   A battle with lenders over control of the company could be avoided by liquidating the stores. One source claims that lender Salus Capital Partners LLC has presented RadioShack with an alternate financing plan. Spokespeople for RadioShack, Standard General LP, Salus at Integrated Corporate Relations Inc. and Sprint have all declined to comment on any alleged talks with RadioShack.

Sprint plans to acquire up to 2,000 of the 4,000 RadioShack locations. The CEO announced to investors at a Citigroup Inc. conference in January that Sprint has plans to expand the company by adding more retail locations to dramatically grow their distribution.

Philadelphia Business Attorneys at Sidkoff, Pincus & Green Represent the Best Interests of Corporations

Philadelphia business lawyers at Sidkoff, Pincus & Green are skilled litigators and negotiators experienced in providing legal representation and advice to companies during bankruptcy and restructuring.  Our offices handle all types of business law and commercial litigation matters. We are conveniently located in Philadelphia, Pennsylvania, and we represent clients throughout the country including Pennsylvania, New Jersey, New York, Massachusetts, Maryland, Florida, and Texas.  Contact a knowledgeable Philadelphia business attorney at Sidkoff, Pincus & Green by calling 215-574-0600 or submit an online contact form.

New Jersey Business Attorneys Report on Latest Baseball Antitrust Matter

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Major League Baseball, one of the nation’s largest corporations, has found itself amidst a new round of antitrust litigation involving the move of the Oakland Athletics baseball team to San Jose, California.   According to the latest decision from the U.S. Court of Appeals for the Ninth Circuit, efforts by Major League Baseball to block the team’s move to San Jose did not violate federal antitrust laws.

In 2010, the City of San Jose sought approval from baseball commissioner Bud Selig to move the Oakland baseball team to their city.  Selig denied this request effectively blocking Oakland from moving the baseball team to San Jose.  The City of San Jose proceeded to file suit in the U.S. District Court for the Northern District of California alleging that Major League Baseball was denying the rights of baseball clubs and cities to negotiate relocations and stadium deals in violation of federal antitrust laws.

Congress passed the first federal antitrust laws (including the Sherman Act, Federal Trade Commission Act and Clayton Act) to protect economic liberty and free trade by proscribing unlawful mergers and business dealings.  Private parties, like Major League Baseball, may bring private causes of action against unlawful monopolies and business practices which restrain free trade.

U.S. District Court Judge Ronald M. Whyte initially denied San Jose’s claims citing a 1922 U.S. Supreme Court ruling that created a federal antitrust exemption for baseball clubs on the basis that baseball clubs were not engaged in “interstate commerce.”  The City of San Jose appealed the lower court ruling.   Earlier this month, the U.S. Court of Appeals upheld the lower court’s ruling that Major League Baseball did not violate federal antitrust laws by barring the team’s move to San Jose.  The Oakland A’s announced last summer the signing of a ten year deal to remain in Oakland.

At the Law Offices of Sidkoff, Pincus & Green, our experienced New Jersey business lawyers handle all types of business law matters including antitrust and intellectual property cases.  We represent businesses of all sizes in legal matters pending in state and federal courts.  The Law Offices of Sidkoff, Pincus & Green are conveniently located in Philadelphia, Pennsylvania to serve our business clients throughout the Delaware Valley. To schedule your free confidential consultation, call us today at 215-574-0600 or submit an online inquiry form.

Private Parties as State Actors under Section 1983

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“Every person who, under color of any statute, ordinance, regulation, custom, or usage, of any State or Territory or the District of Columbia, subjects, or causes to be subjected, any citizen of the United States or other person within the jurisdiction thereof to the deprivation of any rights, privileges, or immunities secured by the Constitution and laws, shall be liable to the party injured in an action at law….”  42 U.S.C. § 1983.

Thus, to establish a claim under Section 1983, a plaintiff must plead a deprivation of a right secured by the Constitution and the laws of the United States that was committed by a person acting under color of state law.  Machon v. Pennsylvania Dept. of Public Welfare, 847 F.Supp.2d 734 (E.D.Pa. 2012).  Where a plaintiff lodges a Section 1983 claim against a private party (as opposed to a governmental entity), the defendant can be held liable where he is “fairly said to be a state actor.”  Pugh v. Downs, 641 F. Supp.2d 468, 472 (E.D.Pa. 2009).  See also Lugar v. Edmondson Oil Co., 457 U.S. 922, 937, 102 S.Ct. 2744, 2753, 73 L.Ed.2d 482 (1982) (stating that our cases have insisted that conduct allegedly causing deprivation of federal rights be fairly attributable to the state).

A private party can be “fairly said to be a state actor” for purposes of Section 1983 under four tests.  First, under the “close nexus” test a private party can be fairly said to be a state actor where “there is a sufficiently close nexus between the state and the challenged action of the [private] entity so that the action of the latter may fairly be treated as that of the state itself.”  Blum v. Yaretsky, 457 U.S. 991, 1004, 102 S.Ct. 2777, 73 L.Ed.2d 534 (1982) (holding state responsible for private decision where it has exercised coercive power or has provided such significant encouragement, either overt or covert, that the choice must be deemed to be that of the State).  Second, under the “symbiotic relationship” test a private party can be fairly said to be a state actor where “the state has so far insinuated itself into a position of interdependence” with a private party that “it must be recognized as a joint participant in the challenged activity.”  Burton v. Wilmington Parking Auth., 365 U.S. 715, 725, 81 S.Ct. 856, 6 L.Ed.2d 45 (1961) (holding privately owned restaurant’s refusal to serve an African American customer constituted state action where the restaurant leased space from a parking garage owned by state agency).  Third, under the “joint action” test a private party can be fairly said to be a state actor where a private party is a “willful participant in joint action with the State or its agents.”  Lugar,457 U.S. at 941, 102 S.Ct. 2744 (1982).  Fourth, under the “public function” test a private party can be fairly said to be a state actor where the private party has been “delegated…a power traditionally exclusively reserved to the State.”  Terry v. Adams, 345 U.S. 461, 468-470, 73 S.Ct. 809, 97 L.Ed. 1152 (1953) (state action found where private actor administered election of public officials).

If you think you might have an action under Section 1983, please contact the experienced lawyers at Sidkoff, Pincus & Green in Philadelphia, who are licensed to practice law in all courts in Pennsylvania and New Jersey.

Philadelphia Business Lawyers: Intentional Interference with Contractual Relations under Pennsylvania law

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The tort of intentional interference with existing contractual relations is governed by Section 766 of the Restatement (Second) of Torts.  See Walnut Street Associates, Inc. v. Brokerage Concepts, Inc., 982 A.2d 94 (Pa.Super. 2009), aff’d, 610 Pa. 371 (2011).

Section 766 provides: “One who intentionally and improperly interferes with the performance of a contract…between another and a third person by inducing or otherwise causing the third person not to perform the contract, is subject to liability to the other for the pecuniary loss resulting to the other from the failure of the third person to perform the contract.”  Restatement (Second) of Torts § 766 (1979).

“The necessary elements of the cause of action are (1) the existence of a contractual relationship between the complainant and a third party; (2) an intent on the part of the defendant to harm the plaintiff by interfering with that contractual relationship; (3) the absence of privilege or justification on the part of the defendant; and (4) the occasioning of actual damage as a result of defendant’s conduct.”  Walnut Street Associates, Inc., supra at 98; Small v. Juniata College, 682 A.2d 350, 354 (Pa.Super. 1996).

In determining whether a particular course of conduct is improper for purposes of setting forth a cause of action for intentional interference with contractual relationships, the court considers: 1) the nature of the actor’s conduct; 2) the actor’s motive; 3) the interests of the other with which the actor’s conduct interferes; 4) the interests sought to be advanced by the actor; 5) the proximity or remoteness of the actor’s conduct to interference, and 6) the relationship between the parties.  Ira G. Steffy & Son, Inc. v. Citizens Bank of Pennsylvania, 7 A.3d 278 (Pa.Super. 2010); Restatement (Second) of Torts § 767 (1979).

Further, there are specific circumstances in which interference with a contractual relationship is not improper.  For example, one who intentionally causes a third person not to perform a contract or not to enter into a prospective contractual relation with another does not improperly interfere with the other’s contractual relation by giving the third party truthful information or honest advice within the scope of a request for advice.  See Restatement (Second) of Torts § 772 (1979); Walnut Street Associates, Inc., supra.

If you think you might have a claim for intentional interference with contractual relations, please contact the experienced lawyers at Sidkoff, Pincus & Green in Philadelphia at 215-574-0600, who are licensed to practice law in all courts in Pennsylvania and New Jersey.

Reinstatement to the Pennsylvania Bar

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Rule 218 of the Pennsylvania Rules of Disciplinary Enforcement governs reinstatement procedures for attorneys who have been suspended for a period exceeding one year; retired, on inactive status or on administrative suspension if the formerly admitted attorney has not been on active status at any time within the past three years; transferred to inactive status as a result of the sale of his or her practice; or disbarred.  Pa.R.D.E. 218(a).  Generally, a formerly admitted attorney who has been disbarred may not apply for reinstatement to the bar until the expiration of five (5) years from the effective date of the disbarment.  Pa.R.D.E. 218(b).

“When reinstatement is sought by the disbarred attorney, the threshold question must be whether the magnitude of the breach of trust would permit the resumption of practice without a detrimental effect upon the integrity and standing of the bar or the administration of justice nor subversive of the public interest.”  Office of Disciplinary Counsel v. Keller, 509 Pa. 573, 579, 506 A.2d 872, 875 (1986).  Under this standard, the Supreme Court conducts a two-part test.  The Court’s first consideration is whether the misconduct is so extreme as to bar readmission in itself; if the petitioner’s conduct is not so egregious as to preclude consideration of the petition for reinstatement, then, the Court must consider whether the petitioner can meet his burden of establishing by clear and convincing evidence that his current resumption of the practice of law would not have a detrimental impact on the integrity and standing of the bar, the administration of justice, or the public interest.  Matter of Costigan, 541 Pa. 459, 664 A.2d 518 (1995).  If the petitioner has met this burden, the Court may grant the petition for reinstatement.  Id.

In making a determination of reinstatement, the Court relies heavily on the amount of time that has passed since the petitioner’s disbarment, as well as the petitioner’s efforts at rehabilitation.  In re Perrone, 565 Pa. 563, 568, 777 A.2d 413, 416 (2001).  Essentially, the Court considers whether enough time has passed to dissipate the detrimental impact of the misconduct warranting disbarment.

If you are a formerly admitted attorney who is seeking reinstatement to the Pennsylvania Bar, please contact the experienced lawyers at Sidkoff, Pincus & Green in Philadelphia, who are licensed to practice law in all courts in Pennsylvania and New Jersey.

Philadelphia Business Lawyers: Whistleblower Protection for Employees under the Clean Air Act

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1. Employees and Employers Covered

The purpose of the Clean Air Act (CAA) is to protect and enhance the Nation’s air resources so as to promote the public health and welfare, and to encourage and promote reasonable Federal, State, and local government actions for pollution prevention. The CAA is a comprehensive statute establishing standards for air quality, acceptable pollutants, and related reporting and inspection procedures. The Clean Air Act whistleblower provisions apply to all employees, public and private. And a civil suit may be commenced by “any person” against “any person,” with “person” being defined as “an individual, corporation, partnership, association, State, municipality, political subdivision of a State, and any agency, department, or instrumentality of the United States and any officer, agent, or employee thereof.” Thus, the Act provides broad coverage.

2. Protected Activities

Under the CAA, no employer may discharge or otherwise discriminate against any employee with respect to his compensation, terms, conditions, or privileges of employment because the employee commenced or otherwise participated in a proceeding for the administration or enforcement of a requirement or plans imposed by this Act. Whistleblower cases are most often brought when a company misrepresents its emissions levels or fails to comply with reporting and cleanup standards. An employer may not retaliate against an employee who reports any misreporting or noncompliance by the employer.

Protections of employees under this Act shall not apply with respect to any employee who, acting without direction from his employer (or the employer’s agent), deliberately causes a violation of any requirement under the Act.

3. Proving Your Case

Any employee who believes he has been discharged or otherwise discriminated against by any person in violation with this provision may file, within 30 days after such violation occurs, a complaint with the Secretary of Labor.

In order to make a successful claim an employer must be covered by the CAA, the employee must have engaged in some protected activity, the employer must know of the employee’s protected activity, and the employee must have suffered some unfavorable action motivated at least in part by his/her protected activity.

4. Available Remedies

If an employee’s whistleblower claim is successful, he or she may be entitled to reinstatement with previous seniority and benefits, back pay with interest, and other relief including compensatory damages and attorney’s fees.

5. Time to File: 30 Days from Alleged Violation.

If you believe that you have a whistleblower claim under this Act, please contact an attorney at Sidkoff, Pincus & Green, located in Philadelphia, Pennsylvania. 

Philadelphia Business Lawyers: Whistleblower Protection for Employees under the National Transit Systems Security Act

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1. Employees and Employers Covered

Under the National Transit Systems Security Act (NTSSA), employees of public transportation agencies and their contractors and subcontractors may file complaints with the Secretary of Labor if they believe that they have experienced discrimination or retaliation for reporting an alleged violation of any federal law, rule, or regulation relating to public transportation safety or security, or fraud, waste, or abuse of federal grants or other public funds intended to be used for public transportation safety or security; reporting hazardous safety or security conditions; refusing to violate or assist in the violation of any federal law, rule, or regulation relating to public transportation safety or security; or refusing to work when confronted by a hazardous safety or security condition related to the performance of the employee’s duties (under imminent danger circumstances).

2. Protected Activities

Other than the protection provided to employees for reporting violations of the act, an employee’s refusal to work in hazardous conditions is protected when it is made in good faith and no reasonable alternative to the refusal is available to the employee. A reasonable individual may receive protection when he or she concludes that: the hazardous condition presents an imminent danger of death or serious injury, the urgency of the situation does not allow sufficient time to eliminate the danger without such refusal, and the employee, where possible, has notified the public transportation agency of the existence of the hazardous condition and the intention to not perform further work.

3. Proving Your Case

Any person who believes that he or she was discharged or otherwise discriminated against in violation of this section may file within 180 days after the date on which the violation occurs. After receiving the complaint, the Secretary of Labor shall notify, in writing, the person named in the complaint of the allegations contained in the complaint, of the substance of evidence supporting the complaint, and the opportunities to be afforded to such person.

The Secretary shall dismiss a complaint unless the complainant makes a prima facie showing that any of the protected behavior was a contributing factor in the unfavorable personnel action alleged in the complaint. The complainant must also demonstrate through clear and convincing evidence that the employer would not have acted otherwise but for retaliation for whistleblowing.

4. Available Remedies

If the Secretary finds that the employer committed a violation of this statute, the Secretary shall order the employer to: take affirmative action to abate the violation, reinstate the complainant to his or her former position together with compensation (including back pay) and restore the terms, conditions, and privileges associated with his or her employment, and to provide compensatory damages. Punitive damages may be awarded up to $250,000.

5. Time to File: Within 180 days of the incident.

If you believe that you have a whistleblower claim under this Act, please contact an attorney at Sidkoff, Pincus & Green, located in Philadelphia, Pennsylvania.