Category: Business Law

Philadelphia Business Lawyers: Shareholder Rights

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Recognized as the world’s largest asset management company, BlackRock is urging its portfolio companies to allow shareholders to nominate directors, a process also known as proxy access.  While BlackRock is leading the way in this most recent corporate governance campaign, the company has no plans to extend this right to its own investors at this time. This has put the company at odds with some of its leading shareholders, as well as its own corporate governance group.

BlackRock has become a leader in investor opinion, with high financial stakes in the majority of the leading companies in the United States. BlackRock has been proactive in their efforts to give shareholders a meaningful voice in corporate board elections. By engaging the public and private sectors, the company has significant influence on the voting process at annual meetings and has the ability to unseat entrenched board members and ensure a diverse presence in the boardroom.

Proxy Access to Shareholders

Three of BlackRock’s largest investors – Norges Bank Investment Management, Norway’s sovereign wealth fund, TIAA-CREF and T Rowe Price – support proxy access. In fact, T Rowe Price may grant director nomination rights to its shareholders within the year.  In March, Norges Bank will likely be introducing proxy access to its portfolio companies. A spokeswoman for Norges Bank said that proxy access will be on their agenda for all future dealings with corporations in the United States. She added that United States companies are expected to take a leadership role in proposing proxy access when deemed appropriate.

According to the head of BlackRock’s Americas corporate governance team, proxy access is a shareholder right, one that is essential to ensuring director accountability. That said, BlackRock believes proxy access should only be granted to shareholders if a company demonstrated serious corporate governance failings.  Maintaining the right to nominate directors helps to keep board members aware of shareholder concerns.

In most cases, BlackRock has voted in favor of director nomination rights for those shareholders who maintain more than three percent of a company for more than three years.  This may not apply to small companies or if a shareholder has too much power.

Opponents of proxy access argue that the companies are in the best position to nominate directors. Others say that there are technical difficulties surrounding the verification of shareholders’ qualifications. BlackRock has said that proxy access is currently not a topic of priority for their shareholders, although they intend to have an ongoing dialogue with their shareholders about this governance issue, one that continues to evolve.

Philadelphia Business Lawyers at Sidkoff, Pincus & Green Represent Clients Facing Shareholder Disputes

Philadelphia business lawyers at Sidkoff, Pincus & Green P.C. are experienced in handing all aspects of business law and commercial litigation. Our dedicated team of commercial contract attorneys in Philadelphia assist clients in a wide range of complex litigation matters, including shareholder disputes. Our highly reputable Philadelphia trial lawyers are conveniently located in Philadelphia and we represent clients throughout Pennsylvania and New Jersey. Call 215-574-0600 to schedule a consultation or submit an online contact form.

Philadelphia Wage and Hour Lawyers: Walmart Violation of Minimum Wage Laws

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A federal judge ruled in May that Walmart’s pay policies regarding truck drivers violate California labor laws. Walmart truck drivers filed a lawsuit claiming that they were not paid at least minimum wage for all time spent working. According to Walmart’s pay policies, truck drivers are paid by mileage and activity; however, drivers are not compensated hourly for time spent during inspections, rest breaks, fueling, weighing cargo, and completing paperwork.

Walmart contends that drivers were compensated by discretionary pay for other activities and that the company is not required to pay truck drivers for layover time because drivers are not under Walmart’s control during layovers. US District Judge Susan Illston ruled that drivers are under Walmart’s control during layovers due to Walmart policies which specify designated locations for layovers; therefore, Walmart truck drivers are entitled to collect at least minimum wage for time spent on layovers. Walmart may have to pay its truck drivers $100 million in back pay to comply with California minimum wage laws.

Philadelphia wage and hour lawyers at Sidkoff, Pincus & Green represent clients in all matters concerning employment law including wage and hour disputes, FLSA violations, discrimination claims, overtime claims and more. Our team is comprised of highly skilled Philadelphia business lawyers adept in trial litigation and complex negotiations. Contact Sidkoff, Pincus & Green online or call 215-574-0600.

Philaelphia Business Lawyers: Bad Faith

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Punitive damages and attorneys’ fees may be awarded for Bad Faith claims in Pennsylvania. An insurance company acts in bad faith when it does not have a reasonable basis for denying benefits under an insured’s policy and the insurance company knows or recklessly disregards its lack of a reasonable basis in denying the claim. MGA Ins. Co. v. Bakos, 699 A.2d 751, 754 (Pa. Super. Ct. 1997). Additionally, the court may award interest on the amount of the claim from the date in which the claim was made in an amount equal to the prime rate of interest plus 3%. Id.

In Bonenberger v. Nationwide Mut. Ins. Co., 791 A.2d 378, 379 (Pa. Super. 2002), the Court held that Nationwide acted in bad faith by failing to adequately evaluate Plaintiff’s injuries after a car crash. The Superior Court upheld the Trial Court’s findings that Nationwide “disregarded Plaintiff’s medical records, conducted no independent medical examination, and made no reasonable evaluation based on Plaintiff’s presentment.” For these reasons, the Superior Court affirmed the lower court’s awards for punitive damages and attorneys’ fees.

Philadelphia trial lawyers at Sidkoff, Pincus & Green represent clients throughout Pennsylvania and New Jersey. Call 215-574-0600 to schedule a consultation or submit an online contact form.

Philadelphia Wage and Hour Lawyers: Overtime Pay Dispute

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Two meat-delivery drivers have filed a class action suit against their employer, alleging they were denied overtime pay in violation of the Fair Labor Standards Act (FLSA.) The employer argues that they were not obligated to pay the drivers overtime wages, because they fell into the motor carrier exemption. The defendants brought the case before a New York judge for summary judgment and were subsequently denied the motion, citing issues of fact.

The men worked as delivery drivers for a New York-based meat distribution company. Their primary duties were transporting products stored at the New York warehouse for delivery to in-state customers. Many of the products stored at the warehouse were ordered from outside of New York. The most significant fact being argued in the case was whether the men were truly engaged in interstate commerce and therefore fell into the motor carrier exemption for overtime.

Exemptions to FLSA Overtime Rules

Exemptions to the FLSA’s rules on overtime applies to drivers, driver’s helpers, loaders, and mechanics who are within the authority of the Secretary of Transportation and whose duties affect the safety of operation of motor vehicles in interstate commerce. The interstate commerce requirement is satisfied if the goods being transported within the borders of one state are involved in a practical continuity of movement in the flow of interstate commerce. Simply put, if the company received goods from out of state with a fixed intent that they be transported to a specific customer who had ordered the item, regardless of whether it was stored temporarily intrastate, the motor carrier exemption applies. However, if the final destination of items brought in from out of state is not known at the time of delivery to the warehouse, then the exemption does not apply.

Determining when Intrastate Movement is considered Interstate Movement

An earlier Supreme Court decision created a framework for determining whether intrastate movements are “interstate” for the purposes of the motor carrier exemption. In that case, the court discussed three circumstances when goods were brought from out of state but sold and distributed to customers within the state.

  1. Goods purchased by the wholesaler or distributer upon order of a customer with the definite intention that they be carried at once to the customer.
  2. Goods obtained by the wholesaler or distributer to meet the needs of specific customers in agreement with an understanding, contractual or otherwise, although not for immediate delivery.
  3. Goods are brought to the warehouse in anticipation of customer need, rather than upon prior orders or contracts.

The court held that the goods in the first two categories remain in interstate commerce until the time they are delivered to the retail customers. Goods in the third category, however, can only be considered interstate commerce if there is specific evidence relating a product to a particular customer.

The owner of the meat distribution company presented the court with a list of approximately 100 special orders from out-of-state suppliers to be delivered to specific customers in-state. The judge declared the document inadmissible, on the grounds that it was lacking in sufficient detail including dates and costs, and did not appear to have been made in the normal course of business. Summary judgment was denied and the case will proceed to trial at a later date. Attorneys for the plaintiffs estimate that their clients are owed more than $60,000 in overtime pay from the defendants.

Philadelphia Overtime Lawyers at Sidkoff, Pincus & Green handle Overtime Disputes

Philadelphia overtime pay lawyers of Sidkoff, Pincus & Green are highly skilled business and employment litigators with experience representing employees with overtime claims under the Fair Labor Standards Act. Call 215-574-0600 today or submit an online contact form to arrange a consultation with one of our qualified Philadelphia overtime dispute lawyers. Our office is located in Philadelphia, Pennsylvania and we represent clients throughout the Philadelphia and South Jersey regions.

Philadelphia Commercial Lawyers: Breach of Fiduciary Duty

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To establish a breach of fiduciary duty in Pennsylvania, a party must first demonstrate the existence of a fiduciary relationship. A fiduciary relationship exists between two parties when one of them is under a duty to act for or to give advice for the benefit of another upon matters within the scope of the relationship. Restatement (Second) of Torts § 874, cmt. a (1979).

The Court in Edelstein & Diamond, L.L.P. v. Orloff, 2005 WL 1648191, at *2 (Pa. Com. Pl. June 29, 2005) held that Plaintiff failed to demonstrate a fiduciary relationship with Defendant because it had merely hired Defendant to manage files. A fiduciary relationship must go beyond “mere reliance on a superior skill”, but rather be a relationship characterized by “overmastering influence” on one side and “weakness, dependence, or trust, justifiably reposed” on the other side. Fiduciary relationships are marked by a disparity in power which could give rise to a potential abuse of said power. The Court found no such relationship in this case, as Defendant was not in a position of power over Plaintiff.

For more information, call Philadelphia Commercial Lawyers at Sidkoff, Pincus & Green at 215-574-0600 to schedule a consultation or submit an online contact form.

 

Philadelphia Business Lawyers Discuss Pop Star’s Win in Passing Off Claim

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Another win for pop-star Rihanna, as a UK Court of Appeals upheld an earlier court’s decision to prohibit a T-shirt maker from the unauthorized use of the singer’s image. The original lawsuit, filed by Rihanna in 2012, claimed that fashion retailer, Topshop, misrepresented the celebrity’s endorsement when it began selling t-shirts bearing her image. The shirts were printed with a photograph of Rihanna taken during a live video shoot for one of her albums. The picture was taken by an independent photographer who licensed its use to Topshop, but the singer never gave her consent. The court decided Topshop’s action amounted to “passing off” – illegally exploiting an unregistered trademark.

Generally, aside from privacy issues, there are few laws in the UK that protect celebrities from having their pictures published without their consent, such as there are in the U.S. Celebrities who wish to control the reproduction of their image must rely on some other cause of action, such as a breach of contract, infringement of copyright or, as in Rihanna’s case, passing off.

“Passing off” refers to a misrepresentation of endorsement. Topshop had made considerable efforts to emphasize its relationship with certain pop-stars, and with Rihanna in particular. The company created a contest in 2010 where the prize was a personal shopping appointment with Rihanna at Topshop. They also launched a significant publicity campaign around a visit the star made to the store in early 2012. In regard to the unauthorized t-shirts being sold by Topshop, Rihanna argued that buyers were likely to believe that the product was endorsed by her, and would purchase the shirt based on that false belief. Moreover, she argued that this would be damaging to her goodwill.

Throughout the world, Rihanna is regarded as a fashion icon. Her fashion activities include promoting Gucci and Armani clothing and designing clothes and endorsing products for River Island, as well as some previously authorized goods sold by Topshop. Rihanna’s reputation as a musical artist and style leader has earned her goodwill rights in not only the music industry, but in the fashion world as well. She argued that damage to her goodwill would lead to a decline in sales in her marketing business, and a loss of control over her reputation in the fashion industry. The court agreed and banned Topshop from selling the shirts without informing prospective buyers that the product had not been approved or authorized.

Philadelphia Business Lawyers at Sidkoff, Pincus & Green Represent Clients in Cases of Intellectual Property and Trademark Infringement

Philadelphia commercial business lawyers at Sidkoff, Pincus & Green have experience handling complex litigation involving rights of publicity, as well as copyright and trademark disputes. Our office is located in Philadelphia and we represent clients throughout Pennsylvania and New Jersey. To discuss your case with one of our highly qualified Philadelphia business lawyers, call 215-574-0600 today or contact us online.

Philadelphia Business Lawyers: Volkswagen Chairman Resigns Amid Shareholder Dispute

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Ferdinand Piech, chairman of the board of Volkswagen AG, ended a 20 year reign at Europe’s largest automaker when he stepped down after a public dispute with other board members. His wife, Ursula Piech, also stepped down from her position on the board. The move was made shortly after Piech failed to draw shareholder support regarding his criticism of CEO, Martin Winterkorn.

Piech served as Volkswagen CEO from 1993 to 2002 and is credited for bringing the automaker back from the brink in the 1990s and transforming it into a global powerhouse that rivals GM and Toyota. Since the time Piech came into power, the company successfully acquired sports-car and luxury brands Porsche, Lamborghini and Bentley; new brands such as Czech car maker Skoda; Ducati motorcycles; as well as MAN and Scania heavy trucks.

A shareholder dispute began last month when Piech publicly challenged the authority of current CEO Martin Winterkorn and dismissed him as a potential successor as chairman. The other board members pushed back, stating that Winterkorn was the best possible chief executive for Volkswagen. Piech has not explained the reasoning behind his attack on Winterkorn. The two had worked closely together for decades.

Winterkorn, who ranks # 58 on Forbes list of the world’s most powerful people, is said to have led the company to record profits since becoming CEO in 2007. Members of Volkswagen executive committee are supportive of Winterkorn’s continued role as CEO and have even suggested extending his contract beyond the end of 2016.

Analysts generally agree that Piech’s departure could be a plus for the company, whose core brand has struggled to keep costs down and gain market share in the United States. In combination with his highly successful career with Volkswagen, Piech was recognized as having a volatile and ruthless management style. Despite his resignation, Piech is still a major shareholder in Volkswagen and can exercise his influence through his stake as well as through the family holding structure, which has rules in place to prevent the sale of public stock.

Philadelphia Business Lawyers at Sidkoff, Pincus & Green Handle all Aspects of Business Law in Pennsylvania

Philadelphia business lawyers at Sidkoff, Pincus & Green P.C. are experienced negotiators, mediators, and litigators in all aspects of business law. Our highly reputable law firm regularly assists clients in cases involving contract negotiations, shareholder disputes, breach of fiduciary duty, and other complex litigation matters. Our business law firm is located in Philadelphia and represents clients throughout Pennsylvania and New Jersey. Call 215-574-0600 to schedule a consultation or submit an online contact form.

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 215-574-6000, or complete our online contact form to schedule a consultation today. Conveniently located in the heart of downtown Philadelphia, Sidkoff, 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.