CMM Secures Dismissal of Malicious Prosecution Claim Against Suffolk County Town

Posted: September 14th, 2022

Think municipal law is limited to zoning disputes? You’ll be intrigued by CMM’s latest municipal law success story involving an animal shelter, an arrest for trespass, and an accusation of malicious prosecution.

CMM’s client, a Suffolk County Town, had previously suspended the plaintiff (the supervisor of the Town animal shelter) based upon concerns about her performance. Pending a hearing on the matter, the Town barred her from returning to Town property. Days later, she appeared at the shelter, and Town employees reported the incident. The plaintiff was subsequently arrested for trespassing (charges that were later dropped).

The plaintiff sued the Town in 2017, alleging First Amendment (freedom of assembly) and Fourth Amendment (abuse of process) claims, as well as malicious prosecution. Almost immediately, CMM secured the dismissal of all claims except malicious prosecution, which the Court allowed to proceed through discovery. The plaintiff claimed that the Town (through certain employees and investigators) “initiated” criminal proceedings against her by urging her prosecution and providing false information to the D.A.’s office. After discovery concluded, with these claims debunked, CMM’s Scott Middleton and Richard DeMaio moved for summary judgment (essentially, asking the Court to find that there are no facts in dispute and to rule in our favor).

In a recent decision, the Court granted that motion and dismissed the case. The Court found that the plaintiff failed to establish that the Town employees initiated criminal proceedings; rather, all they did was report a perceived trespass. The Court also found that regardless of whether there was a crime, the Town employees were entitled to qualified immunity.

This outcome was a major win for the Town, finally putting this case to rest after more than five years. Visit our Municipal Liability page to learn more about other successful cases.

CMM Closes Complex F-Reorganization M&A Deal for Longstanding Family Business

Posted: September 13th, 2022

Selling a business you’ve spent decades building is never easy, but having the right legal team in place makes a stressful time much easier to navigate.

CMM’s M&A team recently represented a client who had devoted nearly 40 years to its business of selling building cleaning supplies and sanitation products. To close the multimillion-dollar stock deal, we guided our client through a complex F-reorganization under the Internal Revenue Code. For companies in New York, this process, in short, involves forming additional companies and merging the existing corporation into a newly created LLC prior to closing.

Vincent J. Costa led the CMM team, which also included Zachary Mike and paralegal Cailey McByrne. Vinny and Zach skillfully managed the client’s concerns and deftly handled the major NYC firm representing the buyer. Cailey kept the deal on track and made all necessary filings with the Department of State, all while keeping the dozens of versions of transaction documents well organized and the open issues in the forefront. Our client was very happy with the outcome of the sale to the buyer, a specialized distributor with operations throughout the United States.

CMM has the experience to handle the most complex M&A transactions. Contact us today.

CMM’s Christine Malafi Featured in The Best Lawyers in America® for the 6th Consecutive Year

Posted: August 23rd, 2022

Campolo, Middleton & McCormick, LLP, a premier law firm with offices across Long Island, is thrilled to announce that that Senior Partner Christine Malafi has been recognized by her peers for the sixth year in a row to be featured in The Best Lawyers in America® in the category of Employment Law – Management (2023 edition). With this distinction, Malafi ranks among the top five percent of private practice attorneys nationwide as determined by a rigorous peer-review process.

For over three decades, the legal profession and the public have turned to Best Lawyers® as one of the most credible measures of legal integrity and distinction in the nation. Inclusion in Best Lawyers is based on over a million confidential evaluations by top attorneys. The Best Lawyers’ founding principle forms the basis of this transparent methodology: the best lawyers know who the best lawyers are. No fee to participate is permitted.

Malafi chairs the Corporate Department at CMM, which was recognized by Forbes as a Top Corporate Law Firm in America. Her practice focuses on mergers and acquisitions, corporate governance, corporate transactions, drafting and negotiating a wide range of agreements, and helping businesses navigate all types of human resources matters. She routinely represents buyers and sellers in multimillion-dollar transactions and serves in a general counsel role for many of the firm’s corporate clients. In addition to her legal work, Malafi serves on the Executive Board of Directors of Family Service League, among others.

CMM’s Litigation Team Successfully Won a Complex Case for Our Client

Posted: August 8th, 2022

What’s better than successfully getting a client out of a lawsuit? Getting them out of a lawsuit without having to pay a settlement, or incur any trial costs or expenses.

CMM’s litigation team did just that with a complex motion in this complex case. The plaintiff alleged that he was injured at a construction site and sued our client (a sub-contractor), other contractors, and the building owner for general negligence and violations of New York State Labor Law (“Labor Law”). The general contractor also sued our client for contractual indemnification.   

CMM litigators David Green and Scott Middleton moved for summary judgment, seeking a dismissal of all claims against our client. We argued that the plaintiff was not entitled to the protections of the labor law, and that our client was not liable to the plaintiff for the accident – and that therefore, the plaintiff’s claims should be dismissed as well as the indemnification claims.  

In this outright win for our client, the court agreed, finding that the plaintiff was not entitled to the protections of the Labor Law, that our client was not negligent or otherwise liable to the plaintiff or to any co-defendants for indemnification, and ordering that all claims against our client be dismissed. 

CMM recognizes that each case requires a unique approach, and we work with clients to determine the best strategy for their business. Contact us to learn more.

Yermash Quoted in Newsday Regarding the New Law Widening Employer Exposure to Old Sexual Assault Claims

Posted: July 26th, 2022

By Jamie Herzlich, Newsday

Under recent legislation, adult survivors of sexual assault in New York can now have legal recourse even if the statute of limitations has passed against the alleged abuser and potentially the abuser’s employer for cases that could go back decades. 

The Adult Survivors Act provides a one-year lookback window starting Nov. 24, 2022, for those sexually assaulted when they were over the age of 18 to bring forth civil claims, regardless of when the abuse occurred. They would have until Nov. 23, 2023 to file such claims. Previous legislation opened up such a window between 2019 and 2021 for those who were under 18. 

This poses new challenges for companies in defending claims where the alleged abuse was tied to the workplace in some way, legal experts say. 

It’s unclear if the Adult Survivors Act will result in as many lawsuits, but employers are definitely at risk, says Arthur Yermash, a partner in the Westbury office of Campolo, Middleton & McCormick, LLP. 

“The legal system’s built on statutes of limitation, which create a time frame during which any claim can be brought,” he says. “Once that door closes the risk of liability no longer exists. This reopens the door to the liability risk.” 

Read full article on Newsday’s website

CMM Closes Fourth Acquisition for Manufacturing Client in Three Years

Posted: July 19th, 2022

CMM recently helped its long-standing Long Island-based client acquire a manufacturing business in Arizona. Our client has been eagerly expanding its business, and since starting to work with this client in 2019, CMM has successfully closed four acquisitions for the growing company.

In this deal, CMM’s team, consisting of Don Rassiger, Marc Saracino and Vincent Costa, helped to foster our client’s economic growth by creatively drafting and negotiating the transaction documents, including the use of the Seller’s Patents as collateral to backstop our client’s obligations to make the post-closing payments under the promissory note. 

This latest deal highlights CMM’s ability to support our manufacturing/industrial clients’ growth and expansion across the U.S., and demonstrates that CMM is the go-to firm for clients both selling and buying businesses. Learn more here about CMM’s M&A practice.

CMM Represents Market Leader Softheon in its Acquisition of NextHealth Technologies

Posted: July 11th, 2022

Deal Marks Softheon’s Expansion to Artificial Intelligence in Care Management for Health Plans

Campolo, Middleton & McCormick is pleased to have represented Softheon, a leading cloud-based eligibility, enrollment, and billing provider for health plans and government agencies, in its acquisition of NextHealth Technologies, an AI-powered SaaS-based healthcare analytics platform. With the acquisition, Softheon will be better able to help health plans sell and deliver efficient, high-quality care through synergies in the companies’ respective products and solutions.

Joe Campolo led the deal team, which included CMM’s Vincent Costa, Marc Saracino, and Katharine Campolo, as well as Alan Sasserath and George Batas of Sasserath & Co. CPAs.

View the full press release below or here.

Softheon Expands to Artificial Intelligence in Care Management for Health Plans through Acquisition of NextHealth Technologies

June 30, 2022

Softheon, a leading cloud-based eligibility, enrollment, and billing provider for health plans and government agencies, has acquired NextHealth Technologies, an AI-powered SaaS-based healthcare analytics platform. With the acquisition, Softheon will be better able to help health plans sell and deliver efficient, high-quality care through synergies in the companies’ respective products and solutions. Health plans can save tens or even hundreds of millions of dollars on medical and operational costs through Softheon’s growing suite of solutions.

The acquisition significantly enhances Softheon’s talent density, enhancing go-to-market strategies, engineering processes, and leadership. The overall speed and capability of NextHealth’s AI solutions will increase through Softheon’s propriety technology.

Softheon CEO, Eugene Sayan, will continue to lead the company. Eric Grossman, NextHealth’s founder, has become the combined organization’s Chief Commercial Officer, supporting Sayan’s vision and the company’s growth objectives.

Sayan shared, “Artificial Intelligence in healthcare is here, and we are seeing the incredible impact it can have on both members and carriers. Our goal has been to make healthcare more affordable, accessible, and plentiful, and we see AI as a clear path forward to bring efficiencies to our carrier partners. This acquisition is a testament to Softheon’s commitment to helping health plans tackle some of their biggest challenges, such as population health and the movement toward consumerism in healthcare.”

NextHealth Technologies, founded in 2013, offers a cloud-based platform that utilizes rigorous methodologies and standardized processes to enable health plan customers to identify impactable populations, measure which clinical initiatives work best for whom, and integrate data-driven decisions into the workflow in real-time to derive the highest ROI from their analytics investments.

“We are thrilled to be part of Softheon’s continued growth and expansion,” shared Grossman. “This is an incredible opportunity for our respective teams. NextHealth’s technical and service staff will continue to build and support cutting-edge applications of AI for carrier member populations with the support and resources of a larger company. We see a bright future for our health plan partners as we bring those tools to bear to deliver significant value and reduced costs.”

Softheon’s purchase of NextHealth is expected to bring economies of scale and operating leverage to the combined company. NextHealth investors, Norwest Venture Partners and TT Capital Partners, will become investors in Softheon and expressed excitement on the prospects of the transaction.

“Together, NextHealth and Softheon can provide better care at lower medical and administrative costs while advancing the application of AI in healthcare.” said Casper de Clercq, General Partner at Norwest Venture Partners.

“The acquisition of NextHealth will enhance Softheon’s AI capabilities for health plans,” said Ryan Engle, partner at TT Capital Partners, “Member data spanning shopping and enrollment through claims creates opportunities for proprietary methodologies to shape member behavior and create value for plans.”

Softheon has continued its growth and expansion, having completed more than 20 million enrollments since the inception of the Affordable Care Act, through public and private exchange technology. The acquisition comes after the company introduced its first foray into AI by creating a machine learning algorithm that predicts which members are at risk of letting their insurance coverage lapse, as featured in Bloomberg Law.

CMM Scores Significant Settlement for Client in Faithless Servant Case Against Ex-Employee

Posted: July 11th, 2022

In New York, all employees owe a common law duty of loyalty to their employers, even if the employment is at-will and the employee has no employment agreement. The duty of loyalty requires employees to exercise the utmost good faith and loyalty in the performance of their duties and prohibits employees from acting in any manner that violates the trust an employer places in its employees. An employee who breaches the duty of loyalty to an employer can be liable under what is known as the “faithless servant” doctrine. If an employee is found liable under the faithless servant doctrine, an employer is able to recoup, among other things, all compensation paid to that employee during the period of disloyalty to the company. 

In a recent case that exemplified the faithless servant doctrine, CMM successfully represented its client, a family-owned Long Island business, that had a long-tenured employee of nearly 20 years who, unbeknownst to the client, was operating a competing business in secret for nearly five years. When the scheme was ultimately discovered, the employee was promptly terminated. During the period of disloyalty, the former employee stole the company’s customers and hundreds of thousands of dollars in annual business, used the company’s suppliers and vendors for his competing business, and deceived the owners of the company who had known him for nearly two decades, all while collecting a regular paycheck from the company. 

Shortly after the employee’s termination, CMM commenced a lawsuit against the former employee and his competing business, alleging claims for breach of the duty of loyalty (faithless servant) and other related claims. CMM’s Jeffrey Basso was able to strategically litigate the case to obtain necessary discovery to learn the extent of the damage caused by the former employee and position the case for mediation. At mediation, CMM was able to obtain a significant monetary settlement for the client, bringing this nightmarish saga for the client to a satisfying end. 

To learn more about our litigation practice and whether alternative dispute resolution is the right path for your business, please contact us.

CMM Closes Multi-Million Dollar Sale of Engineering, Architecture, and Land Surveying WBE

Posted: July 5th, 2022

Every M&A deal presents its own challenges, and a recent deal for our client – a certified WBE (women-owned business enterprise) corporation providing engineering, architecture, and land surveying services to NYS and NYC agencies – was no exception. The buyer in the multimillion-dollar deal was a New Jersey company that was looking to expand its service offerings in New York. In addition to the typical challenges that arise in every deal, this transaction was further complicated by the need to assign over 100 active work contracts from the seller to the buyer, all of which required obtaining consent from the public agencies. CMM’s team, led by Donald Rassiger with critical support from Zachary Mike and paralegal Katharine Campolo, was up to the task.

This transaction showcased CMM’s depth of knowledge in the M&A and construction space. The seller’s CFO commented after closing that working with the CMM team was a pleasure – the type of relationship that makes all the difference when buying or selling your largest asset. Learn more about our M&A and construction practices.