News (All) - Page 14 of 161 - Campolo, Middleton & McCormick, LLP

CMM Represents Market Leader SUNation Energy in its Acquisition by Pineapple Energy

Posted: November 11th, 2022

Campolo, Middleton & McCormick is pleased to have represented SUNation Energy, a top solar and energy expert throughout the Long Island area, in its acquisition by Pineapple Energy, a leading provider of sustainable solar energy and back-up power to households and small businesses.

Joe Campolo and Vincent Costa led the deal team, which included CMM’s Cailey McByrne, as well as Alan Sasserath, Fred Rook, and Sean Laurie of Sasserath & Co. CPAs.

Congratulations and thank you to SUNation’s Scott Maskin and Jim Brennan, who recognized us as “a world class legal team.”

View the full press release below or here.

Pineapple Energy Acquires New York-based SUNation Energy

November 10, 2022 08:15 ET | Source: Pineapple Energy

Acquisition Expected to Triple Annual Revenue
Strong Fit with Pineapple’s Customer-centric Model

MINNETONKA, Minn., Nov. 10, 2022 (GLOBE NEWSWIRE) — Pineapple Energy Inc. (“Pineapple,” “Pineapple Energy” or the “Company”), a leading provider of sustainable solar energy and back-up power to households and small businesses, today announced the acquisition of SUNation Energy (“SUNation”), a New York-based installer of solar and battery energy storage systems for residential and small commercial customers. The transaction closed on November 9, 2022.

SUNation has served Long Island for 19 years, offering a range of solar energy solutions including residential, commercial, battery storage, and roofing, and currently services over 12,000 PV systems. Over the course of almost 8,000 projects since inception, SUNation has installed over 275,000 solar panels representing 92 MW of clean, carbon-free solar power.

The acquisition reinforces Pineapple’s strategy as a customer-centric company, building long-term customer relationships through its “white-glove” customer experience. SUNation’s commitment to high-quality customer service, which aligns with Pineapple’s customer-centric culture, was an important reason for the acquisition.

Founder Scott Maskin will continue to manage SUNation in New York. Scott will be leveraged to engage current and future acquisitions in core value alignment and be appointed to Pineapple’s board of directors. SUNation’s Chief Growth Officer Jim Brennan will move into a strategic role at Pineapple Energy, leading the corporate development function, where he will help execute the strategic vision for both organic and M&A-driven growth.

“We’re thrilled to announce the SUNation acquisition, which is a fantastic complement to our Hawaii Energy Connection and E-Gear acquisitions which closed alongside our merger into a publicly traded company earlier this year,” said Kyle Udseth, CEO of Pineapple Energy. “This acquisition is an indication of the growth potential inherent in our strategy of consolidating and building a nationwide solar, battery storage and home energy management business. We believe the acquisition will give us more scale, increase our revenue substantially, and move us toward achieving the important goal of reaching cash flow positive in 2023. Further, it expands our footprint into the northeastern United States, a region with strong demand for solar energy. We’re excited to welcome the SUNation team to the Pineapple family and look forward to growing our business as an integrated team.”

SUNation Founder, CEO and Chief Fun Officer Scott Maskin added, “SUNation Energy is elated to join the Pineapple Energy family. Almost 20 years ago we set out to change the way our friends and neighbors powered their homes and businesses. Through the years we’ve seen many companies come and go, mostly because they forgot who was most important, the customer. We are so fortunate to find a team that shares the same core values and goals as SUNation. Dominant, high quality, referral based regional companies are the heart and soul of this industry and Pineapple was quick to recognize the amazing work the SUNation team has accomplished. Together with the Pineapple team we can scale this model nationally while delivering the highest quality customer experience possible The Pineapple team is humble, knowledgeable and aggressive. We are an unstoppable team.”

Pineapple Chief Financial Officer Eric Ingvaldson expanded on the financial and strategic rationale, “SUNation moves us closer to the critical mass we need to accelerate our growth. They generated revenue of $48 million in the trailing twelve months ended September 30, 2022, which represents approximately twice the revenue generated by our Hawaii operations. In addition, we are continuing to focus on other acquisition opportunities. We are excited about the potential to enter 2023 with strong business momentum, a growing national footprint, an outstanding team with extensive solar industry knowledge, and positioned to become cash-generating during the year.”

PIPE Investment Reset

Following market close on November 9, 2022, the Company also entered into an agreement with the Company’s existing preferred stock and warrant holders (the “PIPE Investors”), whereby these investors provided certain waivers to the anti-dilution protections, in return for a reset of the conversion price of the preferred stock to $4.00 and a reset of the strike price on certain of their warrants to $4.00 from $13.60. Following the adjustments, the Company’s $32 million of Series A Preferred Stock preference is currently convertible into approximately 8 million shares of common stock at $4.00 per share and the PIPE Investors hold warrants to purchase approximately 4.0 million shares of common stock at $4.00 per share and warrants to purchase approximately 1.2 million shares of common stock at $13.60 per share. The conversion price Series A Preferred Stock and the conversion price of the warrants and the number of shares issuable upon exercise of the warrants continue to be subject to further adjustment in accordance with their terms. “We believe that this reset will help to clear the Company’s capitalization and provide greater flexibility to the Company to continue its growth through acquisitions,” said Kyle Udseth, CEO of Pineapple Energy.

About Pineapple Energy

Pineapple is focused on growing leading local and regional solar, storage, and energy services companies nationwide. Our vision is to power the energy transition through grass-roots growth of solar electricity paired with battery storage. Our portfolio of brands (Hawaii Energy Connection, E-Gear, Sungevity, and Horizon Solar Power) provide homeowners and small businesses with an end-to-end product offering spanning solar, battery storage, and grid services.

About SUNation

SUNation is a residential and commercial solar installer in the state of New York. SUNation Service is a division of SUNation Energy that provides a wide range of services that are necessary for maintaining a customer’s solar system. For the 13^th year in a row, SUNation has been voted the Best Solar Business on Long Island and the company is at the highest credential level with Tesla, REC, S Energy, Enphase, Sonnen and Span IO.

Project Toy Holiday Drive

Posted: November 10th, 2022

Event Date: December 7th, 2022

For the 2022 holiday season we will be collecting toys and gifts for Family Service League’s (FSL) annual holiday gift drive, Project TOY. Project TOY helps bring joy and toys to families throughout Suffolk County by providing gifts for children and teens in need.

FSL deeply appreciates and accepts donations for children of all ages. Gifts/gift cards for teenagers and wrapping paper are especially welcome!

The collection will run from Monday, November 14th – Wednesday, December 7th in the Strata Building at 4175 Veterans Highway, Ronkonkoma in Suite 400.

You can donate to the toy drive by:

Bringing new, unwrapped gifts to our 4th floor reception desk.
Purchasing a gift online by visiting FSL’s Amazon Wishlist.
Donating gift cards or volunteering. For more information about these opportunities, contact Jackie at jhilbert@cmmllp.com

For more information or any questions, contact Jackie Hilbert at 631-738-9100 ext. 330 or jhilbert@cmmllp.com.

What Employers Need to Know About New York City’s “Salary Transparency Law”

Posted: November 8th, 2022

By: Vincent Costa, Esq. email

Tags: labor & employment

As of November 1, 2022, all employers advertising jobs in New York City are now required under the Salary Transparency Law (“Law”) to include a good faith salary range for every job, promotion, and transfer opportunity advertised. This new law, which amends the New York City Human Rights Law (NYCHRL) and is enforced by the New York City Commission on Human Rights (NYCCHR), subjects employers advertising jobs in New York City to a series of additional requirements when posting job advertisements.

What is the Salary Transparency Law?

It is now considered an unlawful discriminatory practice in New York City to advertise a job, promotion, or transfer opportunity without including in the advertisement the employer’s good faith minimum and maximum range of base salary or wage the employer believes at the time of the posting it would pay for the advertised position. Similar legislation is currently pending in the New York State legislature.

Who is covered by the Law?

(i) Employment agencies, regardless of their size, and (ii) all employers with four or more employees or one or more domestic workers are covered by the Law, as long as at least one of the employees works in New York City.
The four employees do not need to work in the same location, and they do not need to all work in New York City.
The Law also applies to postings for either fully remote or hybrid positions, if the position can or will be performed in New York City, in whole or in part, whether from an office, in the field, or remotely from the employee’s home.

What kind of job postings are covered?

An “advertisement” is broadly defined to capture any written description of an available job, promotion, or transfer opportunity that is publicized to potential applicants, regardless of the method of dissemination. For example, “covered listings” of advertisements include, but are not limited to, postings on internal bulletin boards, internet advertisements such as on LinkedIn and ZipRecruiter, printed flyers, and newspaper advertisements.
The Law not only covers advertisements that seek full- or part-time employees, but also interns, domestic workers, and independent contractors.
Excluded job postings include temporary employment or positions that cannot, and will not, be performed in New York City (even if the employee lives there) – for example, an in-person role on Long Island.
- Furthermore, the Law does allow employers to hire or continue hiring without using an advertisement. It does not compel employers to create an advertisement as a condition of hiring.
- For instance, if a covered employer who is not advertising any job postings decides to directly reach out to a prospective candidate, such as via referral or “word of mouth,” then such action is permissible under the Law.

How does the pay range posting work?

Employers must state the minimum and maximum salary range (the range cannot be open-ended) they in good faith believe at the time of the posting they are willing to pay for the advertised job, promotion, or transfer opportunity. “Good faith” is defined as the salary range the employer truly believes at the time they are listing the job advertisement that they are willing to pay prospective employees.
- For example, “$15 per hour and up” or “maximum $50,000 per year” would be too open-ended and not be consistent with the new requirements.
Advertisements that cover multiple jobs, promotions, or transfer opportunities can include salary ranges that are specific to each job opportunity.
Salary includes the base annual or hourly wage or rate of pay, regardless of the frequency of payment. For example, it would include an hourly wage of $15 per hour or an annual salary of $50,000 per year.
Nevertheless, employers are not required by the new Law to include information in the job advertisement regarding other forms of compensation or benefits offered in connection with the advertised job opportunity, such as health insurance, PTO, severance pay, overtime pay, commissions, or bonuses.

How is the Law enforced?

The NYCCHR enforces the law by accepting and investigating complaints from the public regarding alleged violations of the Law.
Covered employers who are found to have violated the NYCHRL may have to pay monetary damages to affected employees, amend advertisements and postings, create or update policies, conduct trainings, provide notices of rights to employees or applicants, and engage in other forms of affirmative relief.
Employers are given a first warning for failure to comply with the Law, provided that the employer shows they have cured the violation within 30 days of receiving the NYCCHR’s notice of the violation. Failure to cure a first violation may result in civil penalties of up to $250,000.00 as well as for any subsequent violations.

Please contact us for guidance or with any questions.

For additional information, please visit:

https://www1.nyc.gov/assets/cchr/downloads/pdf/publications/Salary-Transparency-Factsheet.pdf

EEOC Replaces Required Workplace Poster

Posted: November 1st, 2022

By: Christine Malafi, Esq. email

Tags: labor & employment

After over 10 years without an update (the last update being November 2009), the U.S. Equal Employment Opportunity Commission (EEOC) has replaced the familiar “Equal Employment Opportunity is the Law” poster hanging in the breakrooms of most covered employers[1] with the new “Know Your Rights: Workplace Discrimination is Illegal” poster. EEOC regulations require covered employers to post notices that summarize the rights of employees and union members under applicable federal anti-discrimination laws enforced by the EEOC. [2]

The new EEOC poster contains a QR code for applicants or employees that links directly to instructions on how to file a charge of workplace discrimination with the EEOC, a copy of which can be found at the EEOC’s webpage here, along with information on where to display the poster.

The new poster is touted as containing “plain language” that makes clear that harassment is a form of discrimination, and as making it “easier for employers to understand their legal responsibilities and for workers to understand their legal rights and how to contact EEOC for assistance.”

Further, the new poster makes it clear that sex discrimination includes discrimination based on pregnancy and related conditions, sexual orientation, or gender identity, and contains information about equal pay discrimination for federal contractors.

The poster is currently available in both English and Spanish and will soon be available in additional languages.

Employers should hang the posters in a conspicuous location in the workplace where notices to applicants and employees are customarily posted. The EEOC also “encourages” employers to post the notice digitally on their websites to supplement the physical posting requirement. The federal Americans with Disabilities Act also requires that the poster be placed in a location accessible to applicants and employees with disabilities that limit mobility.

There are fines for noncompliance, which are currently capped at $612 for each separate offense.[3] Accordingly, employers should print and post the posters to be in compliance with the law. Please contact us for guidance or with any questions.

[1] A “covered” employer is defined under federal law as an employer with fifteen or more employees. 42 U.S.C. 2000e(b).

[2] 29 CFR 1601.30(a).

[3] 29 CFR 1601.30(b).

What Is an “F” Reorganization?

Posted: October 25th, 2022

By: Vincent Costa, Esq. email

Tags: corporate, M&A

If you have considered purchasing or selling a business treated as an S corporation, you may have heard about structuring the deal as an “F” reorganization for tax purposes. But what exactly is an “F” reorganization and what are its tax consequences?

An “F” reorganization is a type of qualifying tax-free reorganization for corporations under Section 368(a)(1)(F) of the Internal Revenue Code (IRC) that changes the identity or form of a corporation. To satisfy the requirements of this nonrecognition event, a transaction must meet one of the statutory definitions of a “reorganization” while retaining the same essential ownership structure. Private equity firms often take advantage of the “F” reorganization as a means of acquiring an S corporation without engaging in a lengthy consents process while simultaneously gaining the tax benefits of a deemed asset sale.

Congress created the S corporation (small business corporation) in 1958, which provides one level of income tax, passed through to its owners at the individual level. However, S corporations are subject to several limitations, chief among them a limit on the number of shareholders (who must be natural, living persons), capped at 100. Thus, S corporations continue to be a popular tax election for closely held corporations due to their liability protection and tax benefits. Accordingly, many of the closely held businesses that private equity firms wish to acquire are S corporations.

To effectuate an “F” reorganization under the IRC, the IRS has identified the following steps and timing to comply with the proper use of the IRC’s provisions:

The owners of the original S corporation (OldCo) form another corporation (NewCo) that they will elect to be treated as an S corporation under Section 1362(a) of the IRC. While this election is not required for NewCo since OldCo’s s corporation election will remain in effect, NewCo will need to conduct such election to obtain a new employer identification number (EIN). (Diag. A)
The owners of OldCo then transfer 100% of the issued and outstanding shares in OldCo to NewCo in exchange for 100% of the issued and outstanding shares of NewCo. As a result of this contribution and exchange of shares, the owners will own 100% of the issued and outstanding shares of NewCo while NewCo itself owns 100% of the issued and outstanding shares of OldCo. (Diag. B)
Once the contribution and exchange are completed, the owners of NewCo will form a limited liability company (LLC).
NewCo will cause OldCo to make a “qualified subchapter S subsidiary” (QSub) election within the meaning of the IRC to treat OldCo as a disregarded entity for income tax purposes, without being subject to the typical constraints on an S corporation. This reorganization is then followed by the conversion of the OldCo to an LLC via state law merger or conversion, depending on the state’s applicable statutory provisions. (Diag. C)
After the companies merge or convert, the final structure prior to the sale will have the owners owning 100% of the issued and outstanding shares of NewCo, which in turn owns 100% of the equity interest in the LLC.

Due to this reorganization permitted by Section 368(a)(1)(F) of the IRC, the owners of NewCo can now sell the equity of their LLC instead of the equity of the S corporation, which would have been legally prohibited from selling its interest to another business entity. Since the LLC is treated as a division of its parent S corporation, the sale of an interest in a QSub is treated as a sale of an undivided interest in its assets for federal income tax purposes (corresponding to the amount of stock sold), which provides the buyer with a “step-up” in the basis of the acquired assets equal to the amount paid for the LLC’s equity interest, to be used for depreciation and amortization purposes. However, there are several strategies sellers can take to reduce the potential increased tax liability associated with a deemed asset sale including:

requesting a “gross-up” from the buyer in the purchase price to compensate the seller for any tax exposure they may incur as a result of not being able to instead sell the equity and be subject to capital gains tax.
offering the seller “rollover” equity in the selling company to soften the tax consequences to the seller.

While navigating the complexities of an “F” reorganization may seem daunting, working with an experienced M&A attorney will demystify the process. Please contact us for guidance or with any questions.

This article is for informational purposes only. For tax advice or guidance, please consult your accountant directly.

Malafi Quoted in Newsday Regarding the Corporate Transparency Act

Posted: October 19th, 2022

By Jamie Herzlich, Newsday

The U.S. Treasury Department has issued a final rule that would create a new database containing personal ownership information that an estimated 32 million small businesses must submit.

The rule’s intended to make it “harder for criminals, organized crime rings, and other illicit actors to hide their identities and launder their money through the financial system,” according to Treasury.

But some experts say the rule, which requires additional guidance, may be burdensome and costly to legitimate small businesses.

“The overall spirit of the rule was something we agreed with, but we also wanted to do it in a way that minimizes the burden of small businesses,” says Will Gardner, a Washington-based director of policy at the U.S. Chamber of Commerce Center for Capital Markets Competitiveness.

In January 2021, Congress passed the Corporate Transparency Act, which aimed to improve anti-money laundering enforcement in the U.S., he says. The legislation directs the Treasury Department’s Financial Crimes Enforcement Network (FinCEN) to create a new federal database requiring certain businesses to report their beneficial owners and the company applicants of the entity, says Gardner, who provides more insight at https://tinyurl.com/yyjw4msa. See https://tinyurl.com/5y5hbmcc for beneficial owner and applicant definitions.

Christine Malafi, senior partner and chair of the corporate department at Campolo, Middleton & McCormick LLP in Ronkonkoma, agrees, noting, “a lot of small businesses do not have their corporate books in order.”

And while “the purpose of the rule is laudable, I’m not sure the people who are intent on laundering money through a front company are going to report that they are involved in the companies,” she says.

Malafi also expressed concern over the security of the information being submitted, which includes the beneficial owner’s name, birthdate, address and a unique identifying number from a document such as a passport or license.

Read full article on Newsday’s website.

The U.S. Treasury’s Call for Transparency: What Small Businesses Need to Know

Posted: October 13th, 2022

By: Christine Malafi, Esq. email

As of January 1, 2024, most U.S. businesses with fewer than 20 employees will have to register with the Financial Crimes Enforcement Network (FinCEN) of the U.S. Treasury Department.[1] Read on for what your business needs to know about this new obligation.

The Corporate Transparency Act

In 2021, the Corporate Transparency Act[2] was enacted as part of the National Defense Authorization Act in an effort to better enforce anti-money laundering laws. The law seeks to make it more difficult for business owners to hide unlawfully obtained assets, hide identities, and launder money through the financial system of the United States. The law is also intended to make corporate ownership more transparent. The law became fully effective on September 29, 2022, when the final regulations were issued.[3]

This federal law requires certain business owners to provide the federal government with specific details on the owners of the business, as well as on other persons who benefit from the business operations. A business that must report is called a “Reporting Company,” which the Act defines as a “corporation, limited liability company, or other similar entity that is created by the filing of a document with a Secretary of State or a similar office under the law of a State or Indian Tribe” (so sole proprietorships or partnerships that are not separate entities do not need to report). However, an entity formed outside the United States which registers to do business in a State is subject to the law.

Who Reports What?

Reporting (at approximately $85 per business) is required of those U.S. corporations, LLCs, or similar entities with 20 or fewer employees. Why is 20 employees the threshold? It is believed that most shell companies being used to hide unlawful assets have few, if any, employees.

The largest exemption from filing is believed to be “large operating companies,” those with more than 20 employees, operating in the U.S. (from a physical business address, not a home office) with over $5 million in sales or gross receipts. Additionally, banks, credit unions, insurance companies, accounting firms, public utilities, governmental authorities, security brokers, and others who report ownership to the government under other laws are exempt from registration under the Act.

Existing, active businesses covered by the Act will have one year to report:

the company name, trade name(s), business address, state of formation, Employer Identification Number (EIN), and
the name, date of birth, residential or business street address, and one unique identification number (i.e., driver’s license, passport, government issued identification) with a copy of the document from which it came, of all “Beneficial Owners,” people who own, substantially control, or create the company (the “company applicant”).

Businesses must make the initial filing, then again every time there is a change in Beneficial Owner status.

Beneficial Owners

A Beneficial Owner is any person who, directly or indirectly, owns or controls 25% or more of the entity, or who exercises substantial control over the entity. Substantial control is defined to include any person who serves as a senior officer, has authority to appoint or remove senior officers or members of the board of directors, or who provides direction or makes decisions about a company’s “important matters.” The ownership or control that triggers reporting obligations may exist in not only corporate or business governance documents, but also through separate contracts, arrangements, relationships, or understandings.

However, Beneficial Owners are not minor children (assuming the child’s parents/guardians are reported), an individual acting solely on behalf of another person (an agent, nominee, custodian, etc.), a non-owner employee of the entity, creditors, or individuals with inheritance interests only.

Penalties

Any changes in Beneficial Owner statuses must be reported within 30 days of the change.

Penalties for willful non-reporting are both civil ($500 per day) and criminal (up to two years in prison and/or a $10,000 fine). The Reporting Companies are required to comply with this reporting law, not the Beneficial Owners themselves. These are most definitely safe harbors, which permit the sidestepping of liability for failure to report.

Safeguarding of Information

The U.S. Treasury Department is tasked to create a database to house the personal information of what is believed to be over thirty million businesses throughout the country.

The database will be accessed only by law enforcement, banks, and the government. FinCEN is responsible for safeguarding the financial system of the United States from illegal activity, including not only money laundering, but also fraud, corruption, and financing of terrorist activities. Ironically, a law intended to combat fraud may lead to potential concerns about safeguarding the sensitive information collected.

For further guidance, compliance information, and updates, please contact us.

[1] According to the New York State Department of Labor figures, in 2021 90% of all businesses on Long Island had between one and 19 employees.

[2] For full text of Act, see https://www.congress.gov/116/bills/hr2513/BILLS-116hr2513rfs.pdf.

[3] See https://bostontaxinstitute.com/wp-content/uploads/2022/09/boston-tax-institute-public-inspector-regs.pdf and generally https://www.fincen.gov/beneficial-ownership-information-reporting-rule-fact-sheet.

6 CMM Attorneys Recognized as 2022 Super Lawyers® and 3 Named Rising Stars

Posted: September 29th, 2022

Campolo, Middleton & McCormick, LLP is proud to announce that nine attorneys at the firm, in multiple practice areas, have been named to the 2022 Super Lawyers® list, three of them as a Rising Star. The CMM attorneys recognized this year, in practice areas including Business and Corporate, Personal Injury, Real Estate, Business Litigation, Mergers & Acquisitions, Construction Litigation, Employment Litigation, and Appeals, are:

The rigorous Super Lawyers selection process is based on peer evaluations, independent research, and professional achievement in legal practice. The Rising Stars recognition denotes superior professional achievement by attorneys who have been in practice for under 10 years or are under age 40. No more than 2.5 percent of lawyers in New York State are named to the Rising Stars list.

Learn more about CMM’s outstanding legal professionals here.

CMM Closes Sale of Nassau Insurance Company to Major US Agency

Posted: September 26th, 2022

CMM’s latest M&A deal highlights the tremendous appeal of Long Island businesses to nationwide companies looking to grow through acquisitions. CMM recently closed the multimillion-dollar stock sale of a Nassau County-based property and casualty insurance agency to a large insurance company with operations across the country. The national carrier saw the potential to expand its portfolio of cybersecurity, workers’ compensation, and other insurance products with the acquisition of this successful Long Island business.

CMM Senior Partner Christine Malafi led the deal with critical support from paralegal Cailey McByrne. The team handled all aspects of the deal, including leasing issues pertaining to the client’s property where the office is located.

For guidance on the purchase or sale of a business, please contact us.