News (All) - Page 14 of 160 - Campolo, Middleton & McCormick, LLP

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 Wins a Complex Construction Site 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.

Transferring a Liquor License in New York State May Give Your Business a Hangover. Let Us Help!

Posted: August 8th, 2022

By: Christine Malafi, Esq. email

When buying or selling a business with a liquor license, many owners assume that they can simply transfer the license from one owner to another. In New York, the transfer of liquor licenses is not so simple. The New York State Liquor Authority (NYSLA) does not allow the direct transfer of a liquor license from one business to another. With the backlog of state and federal agencies, it is important to get started on this process as soon as possible.

To transfer the liquor license, the new owner of the business must go through the same process of applying for a license as the previous liquor license owner did. There are four main groups of liquors licenses, and each license type has its own set of application requirements. Generally, an application for a liquor license includes the application form, proof of citizenship and photo identification for each principal, the lease or deed and photos of the premises, and financial documents. When the application is necessitated by a transfer of the business assets related to the use of the liquor license, the contract of sale of the business must be included as well.

The transfer laws are different for New York City businesses than the rest of the state. Any establishment located in one of the five boroughs must send the prior notice of their application to their corresponding NYC Community Boards. Each borough has its own respective Community Board. Outside of New York City, local municipalities must be notified 30 days prior to the submission of a liquor license application that a person or entity intends to operate a business that needs a liquor license.

The NYSLA must approve the changes in advance if your business corporation or limited liability corporation is changing its corporate structure (i.e., adding or removing an officer or director, adding or removing a managing member, a change in the stockholders or the members, or any change in the stock or membership units held by an existing stockholder or member). However, no approval is needed if there are ten or more stockholders or members, the change involves less than 10% of the stock or ownership interest, and none of the existing stockholders or members with less than a 10% interest have their interest increased to 10% or more.

Be aware that the process for the transfer of license approval may take a long time to process. To help speed along the application process, the NYSLA has an attorney Self-Certification Program, where attorneys filing retail applications for a client can certify that statements and documents provided in the application are true and accurate and that the application meets all the statutory requirements.

The NYSLA’s Community Board FAQ provides detailed information on most requirements for applying for and transferring a liquor license. The experienced attorneys here at CMM are ready to help you through this process as your business evolves, along with any other business transaction needs.

Contact us today for more information.

Thank you to Ashley Cohen, Esq. for her contributions to this article.

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.

Effects of Inflation on M&A Deals

Posted: July 19th, 2022

By: Marc Saracino, Esq. email

Tags: M&A

Long-lasting inflation is always a top concern because it decreases the value of currency and weakens the purchasing power of the American dollar. Since 2021, inflationary rates in the United States have increased at a much faster rate than predicted and central banks across the globe are reacting by raising interest rates.[1] Simultaneously, supply chain risks and production prices are increasing.[2] It may be obvious, but these consequences of influence M&A deals and the valuations of target companies. If you are debating on whether to initiate a sale, merger, acquisition, or other similar transaction, or if you have already decided to move forward and are currently in the midst of negotiating a deal, it’s important to understand the various effects that inflation has on M&A deals.

Common Effects on M&A Deals

As inflation continues to rise, buyers and sellers should expect to see more heavily negotiated purchase prices, alternative payment methods, and longer exclusivity periods.[3]

Lower Purchase Prices: The cost of operating a business will increase with inflation and, if buyers cannot mitigate the impact of these costs, then they may begin to offer lower purchase prices.[4] This was evident in February 2022, when the M&A deal value declined by 74.4%.[5] Buyers may be aware of this trend and use it as a negotiation tactic. Sellers should work closely with their attorneys to discuss these tactics and factor in a purchase price buffer to account for such negotiations.
Alternative Payment Methods: Inflation also increases the costs of interest rates, causing buyers to propose alternative payment structures. In times of inflation, a buyer is less willing to pay cash at the time of closing. In these situations, sellers should work closely with their attorneys to negotiate alternative payment methods such as installment payments, promissory notes, earnout/revenue milestone payouts, rollover equity and/or payment via other equitable assets.[6] In many cases, sellers’ attorneys will condition the deal on buyer’s ability to obtain satisfactory financing.[7]
Exclusivity Periods: Buyers always want to understand the company’s pricing arrangements with its suppliers and the contracting parties’ ability to amend the terms of the agreement; however, this becomes even more critical during times of inflation. Therefore, sellers may start to notice buyers requesting longer exclusivity periods to give the buyers time to perform a more detailed due diligence review.[8]

How to Avoid the Negative Side Effects of Inflation

Inflation may deter buyers from offering higher purchase prices because they may worry that the ultimate payout won’t be as good as it would be in a non-inflationary scenario. However, in many cases, sellers can work with their accounting and legal advisors to demonstrate that their rate of profit growth will outpace the rate of inflation.[9] Sellers may choose to provide that data in terms of units sold and/or the dollar value. [10]

Ultimately, inflation matters in deals, especially when inflation rates are high and the duration of the inflationary period is long term. Inflation may be a concern when it comes to deal discussions; however, it should not derail the sale process. Buyers and sellers should work closely with attorneys to understand the potential implications of inflation on their M&A deals and to make sure they are negotiating the proper purchase price.

Thank you to Kimberly Lee for her research and writing assistance on this article.

[1] Tom Manion, Principal, Valuation & Capital Market Analysis, BDO (May 2022), https://www.bdo.com/insights/industries/technology/how-interest-rates,-inflation,-and-geopolitical-un

[2] Id.

[3] Ana Calves, The Potential Impact of Inflation on M&A, Mergers & Acquisitions (June 7, 2022), https://www.themiddlemarket.com/opinion/the-potential-impact-of-inflation-on-ma

[4] Calves, supra note 3.

[5] Brian Scheid, Peter Brennan, & Annie Sabater, Inflation Puts Dent in M&A After White-Hot 2021, SPA Global (Apr. 4, 2022) https://www.spglobal.com/marketintelligence/en/news-insights/latest-news-headlines/inflation-puts-dent-in-m-a-after-white-hot-2021-69551549.

[6] Calves, supra note 3.

[7] Id.

[8] Id.

[9] Michael Collins, How Does Inflation Affect an M&A Deal, ProSales (Apr. 5, 2021) https://www.prosalesmagazine.com/business/how-does-inflation-affect-an-m-a-deal_o

[10] Id.

Yermash Discusses Commercial Lease Agreements with Stony Brook Small Business Development Center

Event Date: September 7th, 2022

Join Arthur Yermash, Partner and Corporate Counsel at CMM, in conjunction with the Stony Brook Small Business Development Center, as he presents a discussion on ways to renegotiate your commercial lease agreement in these rising inflation times. At CMM, Arthur leads our robust commercial leasing practice, where he developed the strategy for the renegotiation of nearly 1,000 commercial leases nationwide for a major retailer at breakneck speed.

In this presentation, Arthur will discuss rent escalation provisions in your commercial lease agreement, preemptively minimizing disputes and non-payment for commercial landlords and business risk for commercial tenants. He will also address the four common commercial lease rent structures, which are important to think about these in the context of periods of high inflation:

Fixed Increases
Pass-Through Escalation
Direct Operating Cost Escalation
Indexed/Variable Escalation

Event Date: September 7, 2022

Time: 9am to 10:30am

Place: Zoom

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.