Posted: December 6th, 2024
Event Date: January 17th, 2025
Joe Campolo will moderate the HIA-LI 47th Annual Meeting and Legislative Program on Friday, Jan.17, 2025. The event will be held at The Radisson Hotel in Hauppauge from 8:00 a.m. – 10:30 a.m. Hear from your local and state representatives while you learn about Long Island business initiatives and the 2025 economic forecast.
Click here for more information and to register for the event.
Posted: December 4th, 2024
On Dec. 23, 2023, Gov. Hochul signed the New York LLC Transparency Act (NYLTA), and, after some March 2024 amendments to address privacy issues and to extend the implementation date, the law will go into effect on Dec. 21, 2024.1 While the law is based upon the federal Corporate Transparency Act (CTA), it is not exactly the same in its applicability or reporting.
The NYLTA requires all New York limited liability companies, including exempt LLCs, in existence on Jan. 1, 2026, to file their initial reports on or before Dec. 31, 2026. All New York LLCs that file for formation or registration in New York on or after Jan. 1, 2026, will have thirty days from the date of formation or registration to file initial reports.
The NYLTA also requires LLCs’ beneficial ownership to be reported.2 As of now, New York State (NYS) is sending newly-organized entities forms to complete, immediately after creation of the entity, which require submission of the required ownership information to the State.
There are exemptions to the filing requirements and the NYLTA incorporates many of the CTA exemptions into the NYS law, including the “large operating company,” banking, and publicly- traded company exceptions. One difference in claiming an exemption under the NYLTA is that any LLC claiming an exemption must file a sworn attestation each year identifying the exemption and the facts supporting that claimed exemption.3 No such requirement exists under the CTA.
New York LLCs not claiming an exemption must report personal information about their “beneficial owners” and “applicants.”
The NYLTA defines “beneficial owner” as individuals who: (i) own or control at least 25% of the LLC; and/or (ii) exercise substantial control over the LLC,4 with “substantial control” being the following:
“Applicants” are those persons who filed or directed the filing of papers with the Department of State to form the LLC or register it to do business in New York.
The personal information to be reported about beneficial owners and applicants is:
After the initial registration under the NYLTA, LLCs are required to file annual statements confirming or updating the following:
This differs from the CTA, which requires updating within 30 days of any changes, and reporting will be made electronically to the NYS Department of State.
The information reported is NOT generally available to the public, and all information will be maintained by NYS in a secure database, accessible only:
Penalties for non-compliance include:
The NYLTA prohibits knowingly providing or attempting to provide false information by any individual, and the New York State Attorney General may bring an action to dissolve or cancel an LLC that provides false information.11
For guidance, please visit our Labor & Employment page or call us at 631-738-9100.
Thank you to Anna Sorto for her research and writing assistance.
1. N.Y. Limited Liab. Co. Law §§ 1106, 1107, and 1108.
2. N.Y. LTD. LIAB. CO. § 1107(d).
3. Id. § 1107(b).
4. Id. § 1106(a); See also Beneficial Ownership Information Reporting Requirements, 31 U.S.C.S. § 5336 (LexisNexis, LEXIS through Pub. L. No. 118-106).
5. Id. § 1107(a).
6. Id. § 1107(g).
7. Id. § 1107(f).
8. Id. § 1108(g).
9. Id. § 1108(a).
10. Id. § 1108(e).
11. Id.
Campolo, Middleton & McCormick, LLP seeks a Finance Analyst/Associate for Strata Alliance, a multi-family office. Based in Ronkonkoma, this full-time role is ideal for an ambitious professional looking to work on a variety of exciting projects involving clients who are sophisticated business owners and high-net-worth individuals. This role is well-suited for an entrepreneurial, client service focused individual with deep technical skills in finance and strategy. This individual thrives in team-based, collaborate environments, loves to problem solve, and is a self-starter. It is an excellent opportunity with room for growth within a rapidly expanding organization.
Responsibilities: This Role Encompasses Three Different Work Streams and Responsibility Sets
Qualifications
CMM is an equal opportunity employer.
Salary range: $100,000 – $125,000 per year, compensation commensurate with experience
Benefits include health, dental, and vision insurance, life insurance, SIMPLE IRA with employer match, and paid time off
Please email resume and cover letter to recruiting@cmmllp.com.
Posted: November 20th, 2024
Event Date: February 1st, 2025
Scott Middleton, CMM Senior Partner and a member of Staller Center Board of Directors, invites you to the Staller Center Gala on Saturday, February 1, 2025. There will be a very special performance featuring Sutton Foster, Tony Award-winning actress and singer, renowned for her dynamic performances on Broadway in Thoroughly Modern Millie, Anything Goes, The Music Man and more. The proceeds from the Staller Center Gala tickets go to ensuring the highest quality of programming and affordable community access to the arts.
Posted: November 20th, 2024
CMM has an excellent track record in representing Suffolk and Nassau County municipalities, and most recently secured an impressive win for the Town of Smithtown.
In this case, the plaintiff claimed that the Town was responsible for injuries allegedly sustained when she tripped and fell on a raised portion of sidewalk outside a grocery store on West Main Street.
The CMM team, led by Scott Middleton, successfully moved for summary judgment, resulting in the dismissal of the case against the Town.
In the motion papers, CMM argued, and the Court agreed, that the Town never received prior written notice of the sidewalk defect that allegedly caused the plaintiff’s injury. Also, the Town was not liable because the Code places the duty to maintain and repair the sidewalk upon the adjoining commercial property owner or occupant.
Visit our Municipal Liability page to read about more successful cases.
As a business owner, the concept of buying or selling a company can seem complicated and unfamiliar. When clients come to me feeling apprehensive, I let them know that in a lot of ways, these transactions are similar to something we’ve all been through: the process of dating and building a relationship.
Finding a Match: A Suitable Partner
In dating, individuals look for compatibility in personality, long-term goals, and values before committing. In mergers and acquisitions (M&A), business owners search for suitable partners that align with their strategic goals. While the seller is looking for a purchase price that meets their expectations, the buyer is seeking a business that has prospects for sustainable growth and synergies with their current model.
Dating: Due Diligence
When you’re dating, it is never too early to ask your best friend for their opinion. Your attorney serves this purpose during the M&A process. There may be red flags that you don’t notice, but are recognized by an outsider.
The next step in dating is the “getting to know you” phase, where both partners learn about each other’s habits, quirks, and background. It’s about figuring out if there are any issues before taking things to the next level. This is similar to companies conducting due diligence to evaluate the financials, risks, and benefits of the other party. They want to ensure the partnership is a good fit.
Getting Serious: Negotiation
Then you enter into negotiation. Terms of the deal are negotiated, including how control will be shared, financial arrangements, and how the two entities will integrate. At this point in your relationship, you are going “steady.” Here, you negotiate boundaries and set expectations about how you want the partnership to function—whether it’s about communication styles, future plans, or shared responsibilities as you begin to solidify your commitment to one another.
Engagement: A Non-Binding Agreement
Once the terms of an M&A deal are agreed upon, the buyer and seller typically enter into a non-binding agreement called by a number of different names (letter of intent (LOI), memorandum of understanding (MOU), indication of interest (IOI), etc.) where the basic terms of agreement are memorialized. This is the engagement. As the parties continue to analyze the prospective business transaction, the attorneys for both sides will prepare and negotiate the deal documents necessary to consummate the transaction.
Marriage: Closing
The M&A team typically includes attorneys, accountants, and financial advisors just as a florist, caterer, and photographer would coordinate a wedding ceremony. Once the transaction documents are negotiated and agreed upon, the closing of the transaction occurs, marking the start of a formal partnership. Think of this like getting married, where both parties decide to fully commit to the relationship and take steps to integrate their lives.
A New Life: Integration
After the deal, companies must integrate operations, cultures, and people. This mirrors the adjustment period in a relationship where both individuals start merging aspects of their lives, like living arrangements or handling finances. The goal here is to enjoy the honeymoon period where both parties realize the benefit of their bargain. Your professional advisors play an integral role along the way in making sure the marriage remains harmonious.
For more input and guidance on M&A transactions, reach out to Vincent Costa at 631-738-9100.
Posted: November 4th, 2024
By Ed Moltzen, Contributing Writer, LIBN
Pressure to bring new employees on board in a tight labor market might lead a business to take shortcuts in the vetting process. However, that can create even bigger problems: tarred reputation, money loss, or legal liability if the wrong employee gets in the door.
Some Long Island legal experts say that while they understand the imperative to hire quickly, vetting is often needed to protect all parties—customers, employees and the business itself.
In its most recent report for the Long Island region, the New York State Department of Labor estimated that unemployment here has hovered at around 3.8 percent—well below the national levels. In critical sectors such as healthcare, education and construction, the pressure to hire has increased against the necessity of vetting.
“It has to be part of your normal onboarding process to decide as to whether a specific position warrants what type of criminal or other background check,” said Christine Malafi, senior partner at Campolo, Middleton & McCormick in Ronkonkoma.
Malafi said that thorough background checks and robust HR procedures are essential to prevent potential liabilities. She stresses that businesses, especially those handling sensitive information, must have clear, consistent hiring and onboarding practices.
This helps ensure all employees are vetted appropriately for their roles and minimizes risks related to safety and security.
In one recent case, Malafi said a company hired an employee without conducting a full background check, only to find out a week later, after she visited clients’ homes, that the new member of the team actually had prior convictions for identity theft.
“They literally had to shut their computer system off, shut their bank accounts down, everything down, because she went into a place she shouldn’t have been in their computer,” Malafi said.
Malafi offers this advice to employers: “Preparation is key to avoiding potentially huge liabilities and losses down the road. In law, we say preparation, preparation, preparation.”
Posted: October 22nd, 2024
New York State is once again at the forefront of new progressive labor laws supporting women’s productive rights. Revisions to Section 196-b of the New York Labor Law were recently signed into law, mandating that as of Jan. 1, 2025, all employers are required to provide employees with up to 20 hours of paid prenatal personal leave each year.
“Paid Prenatal Personal Leave” means “leave taken for the health care services received by an employee during their pregnancy, . . .including physical examinations, medical procedures, monitoring and testing, and discussions with a health care provider related to the pregnancy.”1
All employees may take up to 20 hours of paid personal leave for prenatal medical care received in any 52-week calendar period. This leave may be taken in hourly increments, paid at the employee’s regular pay rate. Unused prenatal personal leave is not required to be paid upon an employee’s termination.
All employers within the state of New York, regardless of the size of the business or number of employees, must provide this leave. This applies even to those small employers required only to provide unpaid sick leave. Employers are also required to reinstate employees to their original position or an equivalent one upon their return from prenatal personal leave.
Employers are prohibited from requiring employee disclosure of confidential information to substantiate their request for paid prenatal personal leave. Employers may not request medical verification of any kind relative to this leave unless the leave is used for three or more consecutive days.2 Retaliating against employees who take prenatal leave is also prohibited.
As with any legal provisions, employers should stay informed about employee rights and employer responsibilities under the laws to ensure compliance and promote a healthy, productive work environment. We expect that the New York Department of Labor will publish regulations or FAQs to clarify our substantive concerns in the coming months.
For more guidance, please contact us at 631-738-9100.
Related Laws and Benefits
Section 196-b is separate and apart from existing state laws that protect the other rights of employees related to pregnancy. For example:
• New York Paid Sick Leave Law 3
• New York City Paid Safe and Sick Time Law 4
• Right of Nursing Employees to Express Breast Milk in the Workplace5
• Maternity Leave under NYS Paid Family Leave Law6
• Paternity Leave under NYS Paid Family Leave Law7
• Federal Family and Medical Leave Act (FMLA)8
Posted: October 21st, 2024
