October 2016 CMM Newsletter: Non-Compete Update & More
Posted: October 17th, 2016
News (All)
Campolo Interviews Stanley Bergman, CEO of Henry Schein, at Entrepreneurs Edge
Posted: October 13th, 2016
P
lease join us for Entrepreneurs Edge, a special event at Stony Brook University on Thursday evening, November 3 at 7:00 p.m. on the campus of Stony Brook University. Joe Campolo will interview father and son business leaders Stanley Bergman, CEO of Henry Schein, and Eddie Bergman, serial entrepreneur and President of Innovative Development Services.
Launched in 2014, the Entrepreneurs Edge interview series showcases successful innovators and their sometimes roundabout and always individual career journeys. Campolo will interview the Bergmans about global business, corporate social responsibility and social entrepreneurship, among other topics.
“We are thrilled to have the Bergmans participate in the Entrepreneurs Edge series,” said Dr. Manuel London, Dean, College of Business at Stony Brook University. “Their involvement supports our mission of working with outside businesses to make the College of Business a world-class leader in business education.”
Bruce Newman, Committee Chair of the series and President of Protegrity Advisors LLC, said: “Once again this year’s Entrepreneurs Edge presentation provides a rare behind-the-scenes view of what it takes to build highly successful businesses. The event also serves as a meet-up opportunity for local entrepreneurs, investors and business executives.”
This year’s Entrepreneurs Edge interview is sponsored by Protegrity Advisors LLC, the Brookhaven Industrial Development Agency, Campolo, Middleton & McCormick, LLP, Cerini & Associates, LLP, High Tower Advisors, LLC, and Suffolk Federal Credit Union.
Levy and Yermash Win Leadership in Law Awards from Long Island Business News
Posted: October 6th, 2016
Campolo, Middleton & McCormick, LLP is pleased to announce that Steve Levy and Arthur Yermash have been selected by the Long Island Business News to receive 2016 Leadership in Law Awards. The awards recognize individuals whose leadership has had a positive impact on the legal profession and the Long Island community. The honorees will be celebrated at a gala dinner on Thursday, November 17 at 6:30 p.m. at Crest Hollow Country Club in Woodbury.
Steve Levy will receive an award in the Counsel category. After serving as County Executive of Suffolk County—New York State’s largest suburban county, with a population of 1.5 million, a workforce of over 10,000 employees, and a budget of $2.7 billion—Levy joined CMM in an Of Counsel role to focus on municipal, government relations, and real estate development work. He puts the lessons he learned in his role as Suffolk County’s CEO to work for his clients, drawing from his own leadership experience to counsel clients on myriad business-related matters.
Arthur Yermash will receive an award in the Associate category. A Senior Associate at the firm, Yermash has a unique depth of experience in a variety of complex legal issues. He advises clients on compliance with federal, state, and local laws affecting the workplace and is often involved in drafting and negotiating employment-related documents such as employment agreements as well as non-competition, non-disclosure, severance, and option agreements. His practice also includes the representation of employers in wage and hour disputes, as well as defending against investigations by regulatory and government agencies. In addition to his extensive employment practice, Yermash has drafted and negotiated hundreds of contracts for various corporate matters.
For additional information or to purchase tickets, please visit http://libn.com/2016/08/04/183791/.
CMM Welcomes Donald J. Rassiger As Counsel
Posted: September 26th, 2016
CMM is pleased to announce that Donald J. Rassiger, an experienced corporate attorney with significant in-house experience, has joined the firm as Counsel. Having served as Chief Legal Officer of four companies and created the General Counsel role at three of them, Don brings the management perspective to all matters he handles.
Don focuses on corporate matters and transactions. He has significant experience drafting and negotiating numerous contracts including construction, IT, financing, teaming arrangements, and joint ventures, and has successfully closed dozens of M&A deals. Don has maintained a particular focus on the construction industry, where he has represented clients on all sides of the table including owners, developers, general contractors, subcontractors, engineers, architects, construction managers, and program managers. His corporate work also includes numerous financing transactions including sale/leaseback, lines of credit, and debt/equity financing.
A resident of Huntington Station, Don previously handled corporate finance matters and commercial transactions for LiRo Group and KeySpan (now National Grid). Immediately prior to joining CMM, Don served as Senior Vice President and General Counsel of Elecnor Hawkeye, LLC, part of a worldwide conglomerate providing engineering, development, and construction of projects relating to utility infrastructure, new technologies, and renewable energy.
A graduate of College of the Holy Cross and Fordham University School of Law, Don serves on the Board of Directors of the Joe Namath Celebrity Golf Classic for the March of Dimes as well as on the Executive Board of the Crab Meadow Men’s Club. Don can be reached at drassiger@cmmllp.com or (631) 738-9100, ext. 347.
Exclusive Negotiation Periods: Friend or Foe?
Posted: September 26th, 2016
Tags: negotiation
During an exclusive negotiation period (also referred to as a “lockout term” or even a “no-talk period”), parties agree not to enter into negotiations with any third parties with respect to the subject at hand. For example, companies exploring an acquisition commonly insist upon such agreements so they can do their due diligence and decide whether to move forward with the deal without having to worry about another suitor swooping in and poaching the target. So are exclusivity periods a good thing? As with many things in business and law, it depends.
The Harvard Program on Negotiation blog recently featured an insightful article on this subject, “Understanding Exclusive Negotiation Periods in Business Negotiations: A Strategy That Can Smooth the Dealmaking Process,” adapted from “Hands Off! Negotiating Exclusivity” by Guhan Subramanian (2005). The article is definitely worth a read, as it explains the various ways that exclusivity periods can facilitate deals. Below, a summary:
- Establishing clear deadlines. By establishing a deadline to seal the deal, exclusivity periods force the parties to be up front about their “best and final offer.” There’s simply no time to implement a strategy of offering minimal concessions at a snail’s pace (which I generally think is ineffective anyway).
- Signaling an intent to make the deal. A party that agrees to an exclusivity period is telling the other side that they believe a deal is possible (what the Harvard Program on Negotiation calls “ZOPA,” or zone of possible agreement). A party who’s iffy about making a deal isn’t going to waste time agreeing to an exclusivity period; they’re going to want to keep all options open. Therefore, agreeing to an exclusivity period can create a sense of trust between the parties as they work to negotiate a deal. The article cites a great example of NBC and Paramount Television agreeing to a 30-day exclusivity period when negotiating renewal of “Frasier” in 2001 – by agreeing to the exclusivity period, the parties were essentially acknowledging that the show belonged on NBC – they just needed to figure out how to make it happen.
- Minimal effect on BATNA. I am a huge proponent of figuring out my “BATNA” before entering a negotiation – my best alternative to a negotiated agreement.[1] Your BATNA is the most advantageous course of action you can take if the negotiation falls apart, and helps set the parameters of the discussion. While an exclusivity period can worsen a party’s BATNA (since that party can’t freely seek out alternative third parties if a negotiation isn’t going well), the other side is facing the same issue. So an exclusivity period with a reasonable time frame generally won’t harm either party’s bargaining power.
Of course, the effect of an exclusivity period on your negotiation depends on which side of the table you’re on. A buyer with few options or with a laser focus on acquiring a particular company would find great value in an exclusivity agreement, while a seller being courted with multiple offers might be taking a bigger risk. As with any negotiation, careful preparation is key before signing on the dotted line.
http://www.pon.harvard.edu/daily/dealmaking-daily/understanding-exclusive-negotiation-periods/
[1] Roger Fisher, William L. Ury and Bruce Patton, Getting to Yes: Negotiating Agreement Without Giving In (Penguin Books, 1991).
When is Dementia Not Dementia?
Posted: September 26th, 2016
Tags: elder law
Over the years I have seen many articles on how to spot signs of dementia in the elderly. I’ve probably even written a few of those articles. As an attorney with a focus on elder law and estate planning, the topic of dementia comes up often in my practice.
These articles discuss the obvious signs, such as forgetting things. Not remembering where you put your car keys is one thing. Not remembering what those keys are used for is something else. Not remembering what you had for breakfast yesterday is ok. Not remembering if you had breakfast is probably not ok.
Other less obvious signs have to do with things other than short term memory loss. These include changes in mood or behavior. Someone who was an avid reader all of a sudden has no interest in books. Or someone who normally always had a smile on his face now always has a scowl. Worse, that person is now constantly complaining or using profanity when he never used to curse or complain.
Even changes in eating habits could be a sign. Foods that she loved and has eaten for years, she now says she hates and won’t touch. Sometimes she may even go as far as spitting the food out in public – something that she would never have done a few years ago.
Age can also be a factor in determining that your loved one has dementia. If a person is showing some of these signs at age 70, many family members would think these are early signs of dementia. My brother used to say that people demonstrating these signs at age 90 are “just senile” because that’s just what happens when you get that old. For some people, that may be true. Dementia is more of a long-term disease and usually starts to manifest itself when a person is in his 70s or 80s, not 90s.
But be careful. Dementia is not the only disease that causes these symptoms, and that’s at any age. Something as simple as a urinary tract infection (UTI) can trigger many of these symptoms. Unfortunately, if not treated early enough, the symptoms can become permanent and the mental deterioration can continue even after the infection has been cured with antibiotics.
Another disease that causes symptoms similar to those of dementia is a thyroid imbalance. In more severe cases or cases left untreated, patients can hallucinate and revert to earlier times or even childhood. These episodes have been mistakenly confused with the later stages of dementia. Again, early diagnosis and treatment is critical.
A third disease is cancer. Oftentimes cancer is a quiet disease that doesn’t manifest in any symptoms – it depends on the type of cancer. Sometimes you may feel lumps or discomfort, and hopefully you would see your physician. Other times it’s quietly destroying internal organs without you ever knowing. But then it spreads into the brain and your loved one starts to exhibit signs of what you think is dementia.
It’s at this point that other factors come into play. What is the age of the person with the disease? What would be the outcome of aggressive treatment? Does the person have a Living Will and what does it say? Every situation is different and unique. As I tell my clients, I went to law school, not medical school. If your loved one is exhibiting any of the symptoms typically associated with dementia, please see a doctor. I would start with an internist and then go to a neurologist. An early diagnosis could mean an early, and favorable, outcome.
Legislative Update: A Long-Awaited Solution to a Mortgage Foreclosure Problem?
Posted: September 26th, 2016
By Scott Middleton
This past June, Governor Cuomo signed legislation that imposes pre-foreclosure duties on banks and servicing companies. After it goes into effect this December, it is anticipated that a problem that has plagued local municipalities for years with respect to abandoned residential properties will begin to subside.
Now, under the Real Property Actions and Proceedings Law (RPAPL) section 1308, first lien mortgage holders on one- to four-family vacant and/or abandoned residential real property must complete an exterior inspection of the property within 90 days of delinquency to determine if the property is vacant. While the loan is delinquent, the property must be re-inspected every 25 to 35 days.
Once it is determined that property is vacant, the loan servicer must post a notice, with contact information, stating that it is maintaining the property. If no response is received it now falls upon the mortgage holder to secure and winterize the property, replace broken doors and windows, and fix health and safety issues and any outstanding code violations on the property. The lienholder must continue to maintain the property. As every municipal official knows, the problem has always been that until the bank retakes the property after foreclosure, there was no way to gain compliance with local codes with respect to property maintenance. This problem caused surrounding property owners considerable anxiety and drove down property values in many communities. Residents would often turn to municipalities to do something that was nearly impossible. Hopefully, this new legislation will literally help to change the landscape of many communities plagued by this problem.
Where violations are found, civil penalties of up to $500 per day may be levied against the property. This will enable municipalities to hold the only true party in interest in these situations accountable and put an end to neighborhood blight originally caused by predatory lending by various financial institutions.
Malafi to Receive Girls Inc. of Long Island Butterfly Award
Posted: September 26th, 2016
Campolo, Middleton & McCormick, LLP proudly announces that Girls Inc. of Long Island will honor CMM partner Christine Malafi with a Butterfly Award at the fifth annual awards gala on November 3, 2016. The event recognizes the exceptional contributions of individuals who exemplify Girls Inc.’s mission to help girls be strong, smart, and bold. The fundraising event will feature an evening of cocktails, hors d’oeuvres, seated dinner, and dancing to honor industry leaders who inspire girls to spread their wings. The event will take place at Crest Hollow Country Club at 6:30 p.m.
Malafi was selected for a Butterfly Award for her work on behalf of children and families on Long Island, as well as her dedication to helping girls fulfill their potential. She is a longtime Girls Inc. volunteer and serves on the Board of the Girl Scouts of Suffolk County.
Malafi chairs the Corporate department at CMM, focusing on mergers and acquisitions, corporate governance, routine and complex transactions and insurance coverage matters. Malafi was also the first woman and youngest person ever appointed to the position of Suffolk County Attorney, where for eight years she focused on obtaining jury verdicts in favor of the County, enforcing anti-discrimination laws, and protecting children from harm.
Girls Inc. serves girls ages five to 18 in schools and community-based organizations across Long Island. Annually, the organization provides over 400 girls with life-changing programs, workshops, conferences, and opportunities to learn and grow together.
To register, please visit the registration page.
November 10 – Women Leading Long Island’s East End
Posted: September 25th, 2016
Event Date: November 10th, 2016
Please join us for a panel discussion focusing on the success stories of prominent women who continue to make their mark on Long Island and specifically, the East End. We will host a panel of dynamic women who will share their personal experiences and insights about their rise to the top in their careers.
Panelists include:
Andrea Harum Schiavoni, Southampton Town Justice and Of Counsel at CMM
Maria Baum, CEO at Tracy Anderson Mind & Body
Bridget Fleming, Suffolk County Legislator
Neela Mukherjee Lockel, CEO at American Red Cross on Long Island
Stephanie Bitis, VP/GM, Long Island Radio Broadcasting
AGENDA
8-8:30 a.m. Breakfast & Networking
8:30-9:45 a.m. Panel Discussion
9:45-10 a.m. Q&A
LOCATION
Stony Brook Southampton, Chancellor’s Hall, Duke Lecture Hall
39 Tuckahoe Road, Southampton, NY 11968
This event is free but registration is required. Register here.