LegalBrief FIRM NEWSLETTER
November 2014
Table of Contents
BIG FIRM QUALITY. SMALL FIRM VALUE.
Campolo, Middleton & McCormick, LLP is a full-service business law firm that represents clients in a wide variety of legal matters including corporate, healthcare, intellectual property and technology, labor and employment, liability insurance & insurance coverage, litigation and appeals, matrimonial, mergers and acquisitions, municipal liability and government relations, private equity, real estate development, white collar defense and wills, trusts and estates.




DISCLAIMER:
The information contained in this newsletter is provided for informational purposes only, and should not be construed as legal advice on any subject matter. The Firm provides legal advice and other services only to persons or entities with which it has established an attorney-client relationship. No recipients of information from this newsletter, clients or otherwise, should act or refrain from acting on the basis of any information included in this newsletter without seeking appropriate legal or other professional advice on the particular facts and circumstances at issue from an attorney licensed in the recipient's state. The content of this newsletter contains general information and may not reflect current legal developments. The Firm disclaims all liability in respect to actions taken or not taken based on any or all of the contents of this newsletter.
 
 
To access past newsletters visit our Newsletter Archive
CMM Welcomes Hon. Andrea Harum Schiavoni to Firm
Campolo, Middleton & McCormick, LLP is pleased to announce that Hon. Andrea Harum Schiavoni has joined the firm in an Of Counsel position. At CMM, Ms. Schiavoni will focus on real estate closings and transactional matters for local East End businesses.

Andrea Harum Schiavoni began her career as a civil litigator at her family's law firm, and she became president of Harum & Harum, P.A., upon the death of her father in October of 1997. As part of her practice, Schiavoni represented hundreds of clients in mediation, as required in all civil suits in the state of Florida before a trial date can be set. Having developed an appreciation for the usefulness of mediation within the judicial system and the necessary skills to work as an expert neutral, Schiavoni changed the focus of Harum and Harum in 2001 exclusively to that of providing alternative dispute resolution services, working as a mediator and arbitrator from offices in Miami, Florida and Sag Harbor, New York.

In 2008, Schiavoni was elected to serve as Southampton Town Justice and in 2010 was appointed as the first Sag Harbor Village Justice in decades. Ms. Schiavoni continues her work on both of these benches while working with the team at CMM.
Learn more.
NEGOTIATION

Deal Protection: An M&A Negotiation Lesson 

Protegrity Advisors recently published a Long Island M&A Report, highlighting the strong M&A activity on Long Island, even as the country navigates what might be best described as a modest economic recovery. The full report can be read here.

As the report dives into the statistics and metrics, it's important to remember the very foundation of these transactions - negotiations. The world of M&A is all about negotiations and there's a lot to me learned from these sometimes complex business transactions.

Published previously in the Harvard Law School Program on Negotiation Daily Blog on September 19, 2011, is an article entitled "Negotiation lessons from the M&A World." The full article can be read here.
Read More.
MERGERS & ACQUISITIONS
How to Limit Fiduciary Duties in Delaware LLC Agreements
On August 1, 2013, the Delaware Assembly passed an amendment to Section 18-1104 of the Delaware LLC Act, expressly providing that corporate director-type fiduciary duties apply by default to LLC managers (and members active in the LLC operations).

The amended statutory language is shown below, with the change underlined.

"� 18-1104 Cases not provided for in this chapter.
In any case not provided for in this chapter, the rules of law and equity, including the rules of law and equity relating to fiduciary duties and the law merchant, shall govern."
HEALTHCARE
Safe Harbor Update
On October 3, 2014, the Office of the Inspector General for Health and Human Services ("OIG") published a proposed rule that revises the Safe Harbor under the Anti-Kickback Statute concerning discounted or complimentary transportation services that medical providers can provide to patients.  See 79 Fed. Reg. 59717 (October 3, 2014).  Medical providers should welcome this much needed update, as the "nominal value" rule has declared many providers' plans to provide complimentary transportation for their patients illegal.
SCOTUS
Aereo Update: Case Volleys Back to Trial Court
I previously reported on American Broadcasting Co. v. Aereo, here and here, a dispute between television broadcasters and astart-up that distributed broadcast signals through a network of small antennas in a "cloud."

For around $10 a month, subscribers could record shows and watch live and recorded programming from their mobile devices. In June, finding that Aereo's resemblance to traditional cable companies was "overwhelming," the Supreme Court determined that Aereo's service conflicted with copyright law requiring the copyright owner's permission for a public performance of the protected work. 
Read More.
INTELLECTUAL PROPERTY 
Tips for Protecting Trade Secrets

Any information that is unique to your company but isn't public knowledge can be considered a trade secret and, in many cases, can be protected under both state and federal law.

 

As your company grows in the competitive marketplace, it becomes even more important to identify the company's most important information, then build trade secret protection into the company's employment policies and technology systems.   

 

The key question to trade secret law is whether your company has taken reasonable measures to protect the secret.  Companies have to be proactive and think ahead.  Trade secrets, unlike other forms of intellectual property, can be easily lost and difficult to recover once they've slipped out the door.  
LITIGATION
No Rescission of Contract in Dental Practice Sale Gone Bad
While the sale of a business is a common occurrence, courts are often looked upon to interpret the terms of the relevant sale documents associated with the transaction when either the buyer or seller is alleged to have breached certain obligations post-closing.   This was the case in a recent decision in the Suffolk County Commercial Division in Huntington Village Dental, P.C. v. Rathbauer, et a. (J. Whelan).  

Read More.
WILLS, TRUSTS & ESTATES
Problems with Joint Bank Accounts
Most of my senior clients want to be able to transfer their assets to their children in the simplest and quickest way possible.  The way they usually want to do this is by adding their child's name to one or more of their bank accounts.  If you don't think about it too hard, the logic makes sense.  Most parents want to assure that their bills, mortgages, insurances or even funerals get paid for should something happen to them.  Yet most senior clients and children don't realize the risk that this small change in their accounts creates.
FIRM NEWS
CMM NOMINATED FOR
BEST OF LONG ISLAND 2015
We're proud to announce that we are on the ballot for the 2015 "Best of Long Island" contest. Campolo, Middleton & McCormick has been nominated in the Law Firm category, and Joe Campolo has been nominated in the Lawyer category. We need your support as our clients, colleagues, and friends to vote for us to be awarded the distinction of Best of Long Island 2015!

Please click the following link to vote!
CMM Bridgehampton Grand Opening

CMM would like to thank all those who came out to support us and attend our Bridgehampton Grand Opening event at Almond Restaurant in Bridgehampton. We're looking forward to being apart of the East End community.
CMM Brings Small Town Connections, Big City Resources to Bridgehampton
SAG HARBOR EXPRESS, November 14, 2014

Kelly M. Canavan, who is heading up a new law office in
Bridgehampton, is deeply connected to the community on the East End. A Sag Harbor resident, she has roots that go back to her great-great-great grandfather, who was a whaling captain and had a house on Madison Street. Perhaps that's part of the reason she wanted to be in charge of a new satellite branch of Campolo, Middleton, and McCormick, a much larger law firm that serves clients across the country from its headquarters in Ronkonkoma.
3 CMM Attorneys Named in 
LIBN Leadership in Law Awards

CMM is proud to announce that three of the Firm's attorneys have been nominated in the 2015 Long Island Business News' Leadership in Law Awards. Scott Middleton, Ellen Bissett DeRiggi, and David Hoeppner will be honored in the Partner, Of Counsel, and Associate categories, respectively. The Leadership in Law Award recognizes individuals whose leadership, both in the legal profession and in the community, has had a positive impact on Long Island. 

Learn more.
 

Lauren Kanter-Lawrence Inducted to WEDLI

Lauren Kanter-Lawrence, Senior Associate at CMM was inducted as the first Associate Member of the Women Economic Developers of Long Island (WEDLI) at their induction breakfast held on November 13, 2014 at the Woodlands in Woodbury.   WEDLI is a not for profit organization whose goals are to foster economic development on Long Island. Its members are high-level decision-makers working either in economic development or in a company with impact on it. These outstanding women have all demonstrated community involvement and leadership in their respective fields. 

Campolo, Middleton & McCormick, LLP

4175 Veterans Memorial Highway, Suite 400
Ronkonkoma, New York 11779

2495 Montauk Highway
Bridgehampton, New York 11932

Phone: (631) 738-9100
Fax: (631) 738-0659

www.cmmllp.com
STAY CONNECTED

Facebook   Twitter   LinkedIn   Find us on Google+