Category: Uncategorized

Spector Gadon Rosen Vinci LLP Member Karen Rich, Esq., has been selected by ALM as an Honoree of the 2024 Florida Legal Awards under the category of “ESG Impact”.

The “ESG Impact” category honors law firms and individuals who demonstrate social responsibility through client-focused efforts, pro bono work, charitable drives, special projects, or other avenues.

Ms. Rich is passionate about her belief in social responsibility through numerous outlets. This commitment to giving back to the community is one of the cornerstones of SGRV’s mission. Intrinsic to SGRV is the client-focused volunteer work the firm has performed to benefit elder care residents and the nursing homes it represents. Over the years, SGRV LLP employees, led by Ms. Rich, have donated hundreds of items to local nursing home residents. The firm has also served as a liaison between teen volunteers and nursing home clients to facilitate donations of clothing and other dry goods geared toward improving the lives and well-being of nursing home residents.

The Ali Spears Foundation is one of many organizations that have benefitted from the charitable work of SGRV LLP. Under the guidance of Ms. Rich, who serves on the foundation’s board of directors, the firm has supported this local pediatric cancer foundation at their annual charity golf tournament as a hole sponsor since the tournament’s inception.

SGRV LLP’s charitable impact extends far beyond the Tampa Bay region and has recently reached orphans and vulnerable children in Kazakhstan who benefited from a local clothing drive for which the firm’s Florida office served as a hub for donations.

In December, the firm organized a donation drive benefiting local nursing home residents. With our continued efforts throughout the year, SGRV has made a positive impact on populations who need our help the most.

SGRV LLP keeps a pulse on the needs of members of the Tampa Bay community facing hardships. When preparing for a donation drive benefiting our nursing home clients, SGRV reached out to our clients to inquire about the items that would best serve the nursing home patients and quickly learned that the needs of the patients were not only different from what we expected but also varied from location to location. Based on the information that we received, we pivoted from our initial action plan so that we could collect items that would be most beneficial to the most vulnerable. For example, the firm would never have expected that fanny packs were needed for nursing home residents; and now, since we asked, over 100 local nursing home were gifted fanny packs on Christmas morning, allowing them to carry small personal belongings when they ambulate with assistive devices such as walkers and wheelchairs. Other nursing home residents in different demographic areas preferred clothing items, lotions, and room décor. By inquiring and listening, SGRV was able to achieve the goal of the donation drive: providing items to nursing home residents that they want and need. Furthermore, by incentivizing volunteerism through paid time-off, we support annual buy-in and advance a collegial experience.

As a former criminal prosecutor, Karen Rich’s extensive trial experience has enabled her to achieve successful results for her clients in her Civil Practice in which she has focused in the areas of Health Care Law and Employment law for over two decades.

In the area of Health Care Law, Ms. Rich passionately defends Long Term Care facilities and Assisted Living Facilities in complex legal matters such as professional negligence, wrongful death, and violation of resident’s rights from pre-suit through arbitration and/or jury trial. Her clients appreciate her vast knowledge of the medical and nursing issues that are common to nursing home and assisted living facility residents and her ability to promptly evaluate claims, fashion defenses and mitigate damages. Ms. Rich has been particularly successful in shielding her clients from financial worth discovery by aggressively defending Motions for Leave to Amend to Add a Claim for Punitive Damages and zealously challenging expert opinions proffered by the Plaintiff. Ms. Rich passionately defends clients with personal jurisdictional defenses to prevent them from being sued in an improper venue.

In the area of employment law, Ms. Rich routinely defends claims discrimination (based on race, national origin, gender, disability, and age), retaliation, sexual harassment, and unpaid overtime charges before the Florida Department of Human Relations, EEOC, Department of Labor and in various State and Federal Courts. Her detailed and persuasive Position Statements have resulted in the dismissal of dozens of Charges of Discrimination and Ms. Rich has achieved successful results in numerous arbitration proceedings as well as defense verdict issued by a jury in a Whistle Blower lawsuit. She also represents employers in union grievances through mediation and arbitration.

Through the Insurance practice, Ms. Rich defends claims of professional negligence, legal malpractice as well as personal injury in slip and fall and negligent security/supervision matters.

As a former prosecutor for the Office of the State Attorney in both the 13th Judicial Circuit and the 10th Judicial Circuit, Ms. Rich has extensive trial and courtroom experience in juvenile, misdemeanor, and felony divisions.

Spector Gadon Rosen Vinci P.C. has represented clients nationally and internationally for nearly 50 years and provides counsel and expertise across the entire spectrum of legal practice, from complex litigation to sophisticated transactional and corporate matters. The firm has offices in Philadelphia, New Jersey, Florida, and New York.

The firm represents businesses, corporate boards, and highly placed individuals. Its clients are engaged in a variety of industries including finance and banking, manufacturing, hospitality, gaming and entertainment, real estate and commercial development, insurance and venture capital, energy, financial services, health care, security, and telecommunications.

The firm’s practice areas include high-stakes litigation, business disputes, commercial litigation, professional liability, products liability, securities, trust and estates, fiduciary litigation, bankruptcy and creditors rights, civil RICO, trade secrets, trademark and restrictive covenants, intellectual property, antitrust, white-collar criminal defense, banking and financial services, corporate formation and governance, employment, entertainment and amusements, environment and energy, wealth management, healthcare, hospitality, insurance coverage and insured casualty litigation, mergers, acquisitions and divestitures, real estate, sports, and tax law.

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The Federal Reentry Court Program chose to honor the Consumer Bankruptcy Assistance Project (CBAP), of which Member Leslie Beth Baskin is a part, with a Certificate of Appreciation at its most recent graduation ceremony. Ms. Baskin was an active participant in this Reentry Court Program.

This was done as part of a Federal Reentry Court program for Philadelphia residents on supervised release. Every two weeks, up to 20 participants appear before a federal magistrate judge to report on their progress. The participants are also intensively supervised by the U.S. Probation Officer assigned to Reentry court. The Court and Federal Probation Office assist with education, training, employment, and other needs and impose graduated sanctions when necessary. After participants successfully complete 52 weeks of the program, they are eligible for a reduction of their supervised release period up to one year.

The graduation ceremony was held last week in the ceremonial courtroom at the federal courthouse and included the participants, their families, the reentry team, and the sentencing judges. For successfully completing the program, the judges then officially signed the order to reduce the participant’s supervision by one year.

CBAP volunteers regularly meet with the participants and provide individualized financial education. Topics that arose this past summer included building credit, budgeting, and whether or not to take out a car loan.

The Reentry Team has continuously expressed their appreciation for CBAP and Ms. Baskin’s recognition at the graduation is an example of the excellence both in and out of the office that SGRV attorneys strive to attain.

Ms. Baskin has handled a wide array of commercial, transactional, and bankruptcy-related matters including several high-profile cases in the region. She has also represented a diverse group of clients, including banks, real estate enterprises, healthcare providers, small businesses, and individuals experiencing financial problems. Ms. Baskin also served as a Chapter 7 Trustee on the Panel of Interim Trustees for the US Bankruptcy Court for the Eastern District of Pennsylvania.

Ms. Baskin is currently on the Board of Directors of the Consumer Bankruptcy Assistance Project (CBAP) and was its Chair for two years. She was Chair of the Eastern District of Pennsylvania Bankruptcy Conference. Her peers have elected her as a Pennsylvania Super Lawyer for many years and also won the 2005 Award for Outstanding Volunteer for CBAP. She is also one of the founding members of the Greater Philadelphia Chapter of the International Women’s Insolvency and Restructuring Confederation (IWIRC) and was its chair for a two-year term. She is currently serving as secretary.

Spector Gadon Rosen Vinci P.C. has represented clients nationally and internationally for nearly 50 years and provides counsel and expertise across the entire spectrum of legal practice, from complex litigation to sophisticated transactional and corporate matters. The firm has offices in Philadelphia, New Jersey, Florida, and New York.

The firm represents businesses, corporate boards, and highly placed individuals. Its clients are engaged in a variety of industries including finance and banking, manufacturing, hospitality, gaming and entertainment, real estate and commercial development, insurance and venture capital, energy, financial services, health care, security, and telecommunications.

The firm’s practice areas include high-stakes litigation, business disputes, commercial litigation, professional liability, products liability, securities, trust and estates, fiduciary litigation, bankruptcy and creditors rights, civil RICO, trade secrets, trademark and restrictive covenants, intellectual property, antitrust, white-collar criminal defense, banking and financial services, corporate formation and governance, employment, entertainment and amusements, environment and energy, wealth management, healthcare, hospitality, insurance coverage and insured casualty litigation, mergers, acquisitions and divestitures, real estate, sports, and tax law.

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Every year, Spector Gadon Rosen Vinci P.C. is proud to congratulate a number of our best attorneys for receiving the honor of being a Super Lawyer, and 2023 is no different.

11 attorneys from SGRV have been selected for the prestigious 2023 Pennsylvania Super Lawyers list. No more than five percent of the lawyers in Pennsylvania are selected by Super Lawyers.

The recipients are Chairman Paul R. Rosen; Shareholder and Director George M. Vinci Jr.; Managing Member Daniel J. Dugan; Employment Law Group Chair Alan B. Epstein; Estates & Trusts Group Chair Alan J. Mittleman; Bankruptcy and Creditors Rights Group Chair Leslie Beth Baskin; Corporate Law Group Member Stanley P. Jaskiewicz; Employment Law Group Member Jennifer Myers Chalal; Senior Litigation Counsel Bruce Bellingham; Commercial Litigation and Real Estate & Real Estate Litigation Law Group Member Andrew J. DeFalco; and Banking & Financial Services and Commercial Litigation Group Counsel Neal R. Troum.

Super Lawyers, part of Thomson Reuters, is a rating service of outstanding lawyers from more than 70 practice areas who have attained a high degree of peer recognition and professional achievement. The annual selections are made using a patented multiphase process that includes a statewide survey of lawyers, an independent research evaluation of candidates, and peer reviews by practice area. The result is a credible, comprehensive, and diverse listing of exceptional attorneys.

The Super Lawyers lists are published nationwide in Super Lawyers Magazines and in leading city and regional magazines and newspapers across the country. Super Lawyers Magazines also feature editorial profiles of attorneys who embody excellence in their practice of law. For more information about Super Lawyers, go to SuperLawyers.com.

Spector Gadon Rosen Vinci P.C. has represented clients nationally and internationally for nearly 50 years and provides counsel and expertise across the entire spectrum of legal practice, from complex litigation to sophisticated transactional and corporate matters. The firm has offices in Philadelphia, New Jersey, Florida, and New York.

The firm represents businesses, corporate boards, and highly placed individuals. Its clients are engaged in a variety of industries including finance and banking, manufacturing, hospitality, gaming and entertainment, real estate and commercial development, insurance and venture capital, energy, financial services, health care, security, and telecommunications.

The firm’s practice areas include high-stakes litigation, business disputes, commercial litigation, professional liability, products liability, securities, trust and estates, fiduciary litigation, bankruptcy and creditors rights, civil RICO, trade secrets, trademark and restrictive covenants, intellectual property, antitrust, white-collar criminal defense, banking and financial services, corporate formation and governance, employment, entertainment and amusements, environment and energy, wealth management, healthcare, hospitality, insurance coverage and insured casualty litigation, mergers, acquisitions and divestitures, real estate, sports and tax law.

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Spector Gadon Rosen Vinci P.C. attorney Stanley P. Jaskiewicz recently spoke to a group of Boy Scouts from Troop 303 on “The Constitutional Rights and Obligations of a U.S. Citizen”, a requirement for the Scouts to earn the rank of First Class Scout.

Jaskiewicz highlighted similarities between the Scout Law and Scout Oath on the one hand, and the principles of the Constitutions of the U.S. and Pennsylvania on the other hand.

He led the Scouts in a discussion of their constitutional rights and responsibilities by helping them identify examples of both in their everyday lives.

Jaskiewicz, a Member of Spector Gadon Rosen Vinci P.C. and of its Corporate Law Group, is the parent of an Eagle Scout, and the Chartered Organization Representative from Corpus Christi Parish for both Troop and Pack 303, as well as a merit badge counselor.

He regularly publishes articles in the American Bar Association’s Voice of Experience, for which he also serves as a member of its editorial board.

Jaskiewicz has also been active in local and national advocacy groups for persons with disabilities for many years.  He was recognized for his efforts by The Legal Clinic for the Disabled, Inc., in 2007 with its White Hat Award, and by Timothy School in 2019 with its Paul Quinn Award.

Spector Gadon Rosen Vinci P.C. has represented clients nationally and internationally for nearly 50 years and provides counsel and expertise across the entire spectrum of legal practice, from complex litigation to sophisticated transactional and corporate matters. The firm has offices in Philadelphia, New Jersey, Florida, and New York.

The firm represents businesses, corporate boards, and highly placed individuals. Its clients are engaged in a variety of industries including finance and banking, manufacturing, hospitality, gaming and entertainment, real estate and commercial development, insurance and venture capital, energy, financial services, health care, security, and telecommunications.

The firm’s practice areas include high-stakes litigation, business disputes, commercial litigation, professional liability, products liability, securities, trust and estates, fiduciary litigation, bankruptcy and creditors rights, civil RICO, trade secrets, trademark and restrictive covenants, intellectual property, antitrust, white-collar criminal defense, banking and financial services, corporate formation and governance, employment, entertainment and amusements, environment and energy, wealth management, healthcare, hospitality, insurance coverage and insured casualty litigation, mergers, acquisitions and divestitures, real estate, sports, and tax law.

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Spector Gadon Rosen Vinci P.C. was overjoyed to help provide some holiday cheer to two families in need this year through the Philadelphia Ronald McDonald House’s “Family to Family” program. Thanks to this generous program, the Ronald McDonald house has helped countless families experience the joy of the season.

The holidays can be a unnecessarily stressful time for families facing difficulties like childhood illness. The Ronald McDonald House’s “Family to Family” program seeks to ease this stress and provide their resident families with the holiday cheer they deserve. The program pairs families staying at the house with individuals, groups, and businesses to supply the families with everything on their wish lists, and more for the holiday season.

Associates Dana A. Bernstein and Evan N. Saltzman, accompanied by Communications Associate Michael Vinci, dropped off three large boxes full of presents of all kinds— toys, clothes, gift cards, and so much more.

Many staff and attorneys selflessly contributed to brightening the holidays for one of the families, and attorney Heather Eichenbaum took up the task of providing gifts to an entire separate family on her own, and we commend her generosity.

We give endless thanks to our generous attorneys and staff, thanks to whom we were able to make this holiday season one to remember for not just one, but two families!

You can learn more about the Ronald McDonald house, and the incredible things they do for families in need, here.

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On Thursday, December 16, 2021, Spector Gadon Rosen Vinci attorneys and staff gathered together for an evening of food, drinks, and holiday merriment.

The gathering was hosted at The Dandelion restaurant, located at 124 S. 18th Street in Philadelphia.

After an evening of delicious food and sweets, SGRV Chairman Paul Rosen spoke about the dedication and diligence of one of SGRV’s longest-serving staff, controller Fred Firmani.

Firmani has served SGRV for over 15 years, and has been nothing but a blessing to our accounting department. Things have always run smooth as butter with him in the office. He will be missed dearly, but we are enthusiastic for him as he begins a new, exciting chapter in his life.

As we wish him a happy retirement, we look forward to the future with gratitude for the past.

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We at SGRV have a long-held tradition of giving back to our Philadelphia community. As shown in the Philadelphia Inquirer article below, our attorneys hold true to this commitment. SGRV’s Jared Solomon, of Counsel and his staff recently played an important role in welcoming Afghan refugees to their new home in Northeast Philadelphia.

Through the ages, Philadelphia has long been a city that presents open arms to the poor and persecuted. SGRV is at the helm of ensuring this tradition lives on into the future.

 

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SGRV attorneys Joseph J. Devine and Peter D. Cripps successfully handled the sale of their client, Emphasys Technologies, to Ocorian as Legal Counsel of Spector Gadon Rosen Vinci P.C. This acquisition marks Ocarion’s entry into the U.S. market.

Ocorian is a team of  global specialists in fund, corporate, capital market and private client services specializing in tax reporting and calculation agency services to asset-backed transactions. The deal, which was agreed on March 4, 2021, is expected to complete later this month.

Emphasys Technologies provides capital markets services, modeling asset-backed transactions and related tax returns, as well as specializing in tax reporting and calculation agency services to asset-backed transactions.

Chairman and CEO of Ocorian, Frederik Van Tuyll responded to this development, noting “The acquisition of Emphasys Technologies is hugely significant for us as it gives us presence in the US, which is one of our key strategic priorities. We are fully committed to providing outstanding client service and building long term relationships and are delighted that Emphasys share our approach and values.”

Emphasys Technologies CEO’s Jeff Stone and David Anthony will continue to lead their business, saying “This is tremendously exciting for our clients and colleagues. Our clients will benefit from…the broader opportunities that come with being part of a large, multinational enterprise.”

Peter D. Cripps is Chair of the Mergers & Acquisitions and Securities Law practice groups at SGRV. Prior to joining the Philadelphia office, Mr. Cripps practiced for 16 years in the Philadelphia office of Dechert LLP. While at Dechert, he was a partner in the Corporate & Securities and Mergers & Acquisitions practice groups.

Joseph J. Devine is Chair of the SGRV Corporate Law Group. He devotes much of his practice to representing entrepreneurs and growth businesses in a variety of industries.  In his 30 years of practice, he has represented public and privately held companies, as well as investors, in a wide range of corporate and business transactional matters, including mergers and acquisitions, equity and debt offerings, securities law compliance, credit facilities, private equity and venture capital, and governance.

Spector Gadon Rosen Vinci P.C. has represented clients nationally and internationally for nearly 50 years and provides counsel and expertise across the entire spectrum of legal practice, from complex litigation to sophisticated transactional and corporate matters. The firm has offices in Philadelphia, New Jersey, Florida, and New York.

The firm represents businesses, corporate boards, and highly placed individuals. Its clients are engaged in a variety of industries including finance and banking, manufacturing, hospitality, gaming and entertainment, real estate and commercial development, insurance and venture capital, energy, financial services, health care, security and telecommunications.

The firm’s practice areas include high stakes litigation, business disputes, commercial litigation, professional liability, products liability, securities, trust and estates, fiduciary litigation, bankruptcy and creditors rights, civil RICO, trade secrets, trademark and restrictive covenants, intellectual property, antitrust, white-collar criminal defense, banking and financial services, corporate formation and governance, employment, entertainment and amusements, environment and energy, wealth management, healthcare, hospitality, insurance coverage and insured casualty litigation, mergers, acquisitions and divestitures, real estate, sports and tax law.

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You know that your business is “life sustaining” – and entitled to remain open despite the “stay at home” order which now restricts business in all of Pennsylvania – because you checked the latest version of the order at (https://www.governor.pa.gov/wp-content/uploads/2020/04/20200401-GOV-Statewide-Stay-at-Home-Order.pdf)
(The list of such businesses – already updated several times – is online at https://assets.documentcloud.org/documents/6816337/452553026-UPDATED-Industry-Operation-Guidance.pdf. Pennsylvania’s general guidelines are at https://www.pa.gov/guides/responding-to-covid-19/.)

However, the state trooper who sees your employees driving to work probably doesn’t know all those details, and may pull them over.

Although your employees may trust your instruction that they can drive to work safely, can they explain why to a uniformed officer under the pressure of a traffic stop?
So a citation on the way to work may seem inevitable if a trooper sees an employee driving to work – unless, of course, the employee can provide a brief, clear explanation of why the employee can still commute, when most people (including the author of this memo) can’t do so.

On the first day of enforcement of the stay at home order, a client pleaded for help after several of its employees had been detained in a rural county on their way to work.

After investigating the newly adopted rules, however, we recommended that our client’s employees carry a portable, one page explanation of why its employees were allowed to work and commute, complete with citations to the list of permitted businesses.

We also recommend our client’s suggestion, that its commuting employees carry a pay stub or other proof of employment by its essential business.

(However, you should not assume that the rules our client’s employees faced under Pennsylvania’s stringent rules are what your employees may face in your own location.  In addition to checking your local guidelines, the Department of Homeland Security lists “essential critical infrastructure” firms in its Guidance on the “Essential Critical Infrastructure Workforce” at https://www.cisa.gov/publication/guidance-essential-critical-infrastructure-workforce#.)
If your business is eligible to remain open during a stay at home order, we can assist you in preparing a letter which may be helpful in avoiding a citation should your employees be stopped while commuting.

Our employment and business law attorneys listed below can help you navigate these issues.

We hope that you and your business weather the COVID-19 storm.

Please contact Nancy Abrams or Jennifer Chalal for employment matters, or Peter Cripps, Joseph Devine or Stanley Jaskiewicz for business matters:

Nancy Abrams 215-241-8894 nabrams@sgrvlaw.com
Jennifer Chalal 215-241-8817 jmyers@sgrvlaw.com
Peter Cripps 215-241-8884 pcripps@sgrvlaw.com
Joseph Devine 215-825-8942 jdevine@sgrvlaw.com
Stanley Jaskiewicz 215-241-8866 sjaskiewicz@sgrvlaw.com

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A Philadelphia Court of Common Pleas jury has granted a unanimous defense verdict in favor of an Elkins Park, Pa. senior care facility in a claim by the family of a deceased female resident over her care and treatment.

Spector Gadon Rosen Vinci P.C. (SGRV) attorneys Brooke C. Madonna and Stephanie V. Shreibman won the unanimous defense verdict on behalf of defendant Oak Health & Rehabilitation Center, Inc. and Oak HRC Elkins Crest, LLC d/b/a Elkins Crest Health & Rehabilitation Center.  The case was tried before the Honorable Ann M. Butchart of the Court of Common Pleas of Philadelphia County.

The case involved an elderly woman with medical issues including dementia who was a resident at Elkins Crest for a year and three months.  The plaintiff alleged, inter alia, that the nursing home failed to follow a doctor’s order requiring that the resident be fed all meals by the nursing staff, causing her to drastically lose a large amount of weight and putting her at risk to develop pressure ulcers.

The resident developed a Stage IV pressure wound on her sacrum while at the hospital, also a defendant, that never healed and allegedly contributed to her eventual death.  Madonna and Shreibman successfully argued a motion in limine to prevent the plaintiff from alleging death related to the care and treatment at Elkins Crest, so only the survival claim went to the jury.  The Court also allowed a charge of punitive damages to go to the jury against Elkins Crest.  Madonna and Shreibman were able to secure a unanimous defense verdict.

Spector Gadon Rosen Vinci P.C. has represented clients nationally and internationally for nearly 50 years and provides counsel and expertise across the entire spectrum of legal practice, from complex litigation to sophisticated transactional and corporate matters. The firm has offices in Philadelphia, New Jersey, Florida, and New York.

The firm represents businesses, corporate boards, and highly placed individuals. Its clients are engaged in a variety of industries including finance and banking, manufacturing, hospitality, gaming and entertainment, real estate and commercial development, insurance and venture capital, energy, financial services, health care, security and telecommunications.

The firm’s practice areas include high stakes litigation, business disputes, commercial litigation, professional liability, products liability, securities, trust and estates, fiduciary litigation, bankruptcy and creditors rights, civil RICO, trade secrets, trademark and restrictive covenants, intellectual property, antitrust, white-collar criminal defense, banking and financial services, corporate formation and governance, employment, entertainment and amusements, environment and energy, wealth management, healthcare, hospitality, insurance coverage and insured casualty litigation, mergers, acquisitions and divestitures, real estate, sports and tax law.

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Michael J. McGirney, a Member of Spector Gadon Rosen Vinci P.C.’s Litigation Practice Group, will discuss “Introduction to Insurance Agent of Broker Claims” for The CLM at Kemper Insurance on June 6th in Plantation, FL.

The CLM, a member of The Institutes, is dedicated to meeting the professional development needs of the claims and litigation management industries. They organize many networking events, continuing education programs, and a wide variety of industry resources including the Annual Conference, Claims College, and Litigation Management Institute.

McGirney concentrates his practice in complex litigation with an emphasis on the defense professionals. He has been certified by the state of Florida on mediator ethics and he has served as an instructor on mediator ethics and liability throughout the state of Florida. He has served as a mediator, arbitrator and as a consulting and testifying expert witness in insurance claim matters, bad faith matters, legal malpractice litigation and ethics issues.

Spector Gadon Rosen Vinci P.C. has represented clients nationally and internationally for nearly 50 years and provides counsel and expertise across the entire spectrum of legal practice, from complex litigation to sophisticated transactional and corporate matters. The firm has offices in Philadelphia, New Jersey, Florida, and New York.

The firm represents businesses, corporate boards, and highly placed individuals. Its clients are engaged in a variety of industries including finance and banking, manufacturing, hospitality, gaming and entertainment, real estate and commercial development, insurance and venture capital, energy, financial services, health care, security and telecommunications.

The firm’s practice areas include high stakes litigation, business disputes, commercial litigation, professional liability, products liability, securities, trust and estates, fiduciary litigation, bankruptcy and creditors rights, civil RICO, trade secrets, trademark and restrictive covenants, intellectual property, antitrust, white-collar criminal defense, banking and financial services, corporate formation and governance, employment, entertainment and amusements, environment and energy, wealth management, healthcare, hospitality, insurance coverage and insured casualty litigation, mergers, acquisitions and divestitures, real estate, sports and tax law.

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Family Limited Partnerships (“FLP”) have been a great estate planning tool for many years. FLP’s can enable a family to shift significant assets and income to children or grandchildren at a very high discount. The discount can range from 25% to 50% depending upon the type of assets in the partnership. Therefore, it should come as no surprise that the IRS dislikes FLPs and sometimes examines very carefully the valuations used for gifts and in estates.

When the IRS finds an FLP that looks abusive, it will do its best to attack the tax planning used by the family. The IRS found such a partnership in Holliday V. Comm’r, a 2016 tax court case. In the Holliday case, the IRS was successful in bringing the entire partnership back into a parent’s taxable estate as if the FLP did not exist. In Holliday, this meant that the decedent’s 89.9% interest in the FLP was ignored and she was treated as owning 100% of the FLP at her death. Also, the 40% discount the estate took on the value of the FLP on her estate tax return was eliminated. Instead 100% of the value of the FLP’s assets were subject to federal estate tax.

Some of the mistakes this family made were (i) the formation of the FLP, funding of the FLP, the transfer of the general partner interests to the decedent’s children and the gifts of limited partnership interests were all made on the same day, (ii) the partners never held partners’ meetings, (iii) the general partner was not paid for managing the FLP, (iv) the FLP made only one distribution instead of regular annual distributions, (v) the court could find no “non -tax reason” for the FLP, (vi) the court was convinced there was a deal to hold the money in the FLP for the parent just in case she needed it during her lifetime and (vii) the FLP was formed by the son using a power of attorney after his mother (the decedent) went into a nursing home. This combination of bad facts resulted in a FLP being disregarded and brought back in the parent’s estate when she died.

What to do if you have a FLP and want to preserve the value for your family? The following is a partial list: (i) have annual meetings of the partners, (ii) pay some modest compensation to the general partner, (iii) make annual distributions to all of the partners, (iv) wait at least 6 months after formation of the FLP to transfer any portion of the parent’s interest to children or trusts and (v) don’t wait until the parent is in a nursing home. And just because you made gifts of FLP interests and filed a gift tax return, you still need to follow these guidelines. Otherwise there is a risk of the FLP being brought back into one’s taxable estate and the loss of substantial discounts on the assets. It is an excellent idea to have an annual checkup of your FLP to see how it complies with the tests that the IRS now is using to evaluate FLPs. Please give us a call to review your FLP or to help you take advantage of a fine estate planning tool when used right.

Please feel free to contact Alan Mittelman 215-241-8912 or amitt@lawsgr.com if you have any questions.

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