Kang Haggerty & Fetbroyt LLC NewsPublished on:
Be Careful Before Relying on the Common Interest Doctrine
The Legal Intelligencer
Articles Posted in Publications
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Legal Intelligencer: Piercing the Corporate Veil of LLCs Under Pennsylvania Law
Piercing the veil of limited liability companies (LLCs) allows a court to disregard the separate corporate personality of the company and its member(s) to reach the assets of the members and hold them liable for all or part of the LLC’s debts under Pennsylvania law.
In the September 3, 2020 edition of The Legal Intelligencer Edward T. Kang, managing member of KHF wrote “Piercing the Corporate Veil of LLCs Under Pennsylvania Law.”
Piercing the veil of limited liability companies (LLCs) allows a court to disregard the separate corporate personality of the company and its member(s) to reach the assets of the members and hold them liable for all or part of the LLC’s debts under Pennsylvania law. Previously, I’ve written on the general substantive and procedural requirements of piercing the corporate veil of an entity and alter ego jurisdiction over corporate groups. This column addresses the Pennsylvania law on the doctrine of piercing the corporate veil as applied to LLCs.
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Withdrawal Liability Basics
Given the pandemic and its effect on financial markets coupled with the loss of contribution hours in certain industries, such a construction, many defined benefit pension plans have become underfunded once again. What may come as a surprise to contributing employers of multi-employer pension plans is the impact an underfunded pension plan can have on their business upon withdrawal from the plan. Employers should be aware of withdrawal liability and how to minimize its financial consequences. Continue reading →
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Are you prepared for Post COVID-19 Litigation?
With Complaints Rapidly Increasing across the U.S., Now is the time to act
As of May 26, 2020, 2,278 complaints have been filed nationwide over the global pandemic COVID-19 according to the COVID-19 Complaint Tracker developed by lawyers at Hunton Andrews Kurth LLP. While the largest amount of these complaints deal with prison conditions and civil rights , the next highest areas of litigation involve insurance disputes, consumer disputes, labor and employment issues and contract disputes. Claims regarding employment, contracts and force majeure provisions, or clauses contained in contracts which excuse performance due to natural destructive acts also known as “acts of God,” are on the rise. These complaints will continue to be filed as the effects of COVID-19 continue to be felt in ever-changing ways. Many of these complaints have been filed in jurisdictions where KHF regularly practices—namely COVID-19 hot spots New York, Pennsylvania and New Jersey. Continue reading →
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Legal Intelligencer: Force Majeure During a Pandemic and Potential Contractual Disputes
Many businesses have now turned to the force majeure clauses present in their contracts—invoking the idea that the COVID-19 pandemic is an unforeseeable “act of God” that has hindered the ability of parties to perform their duties as agreed.
In the May 14, 2020 edition of The Legal Intelligencer Edward T. Kang, managing member of KHF wrote “Force Majeure During a Pandemic and Potential Contractual Disputes”
In light of the ongoing COVID-19 pandemic, businesses and individuals alike have struggled with following through on contracts that were agreed upon long before the novel coronavirus was even discovered, let alone foreseen as the cause of a worldwide health crisis. Many have now turned to the force majeure clauses present in their contracts—invoking the idea that the COVID-19 pandemic is an unforeseeable “act of God” that has hindered the ability of parties to perform their duties as agreed. For those who do not have such clauses present in their contracts, can the same concept be invoked in a court of law?
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Legal Intelligencer: When to Hire Outside Lawyers to Conduct an Internal Investigation: Revisited
In the April 9, 2020 edition of The Legal Intelligencer Edward T. Kang, managing member of KHF wrote “When to Hire Outside Lawyers to Conduct an Internal Investigation: Revisited”
In early November 2019, I wrote an article about the high-profile women who had called on Comcast to conduct an internal investigation regarding the alleged widespread culture of sexual harassment within the company. I discussed this issue and the rising calls for internal investigations within many industries and companies and their importance.
Since that article was published, Comcast has not been able to leave the spotlight on this issue. If anything, the calls for an internal investigation have only grown stronger. For example, four Democratic presidential candidates (Cory Booker, Kamala Harris, Bernie Sanders and Elizabeth Warren) called on the Democratic National Committee to make a formal demand on Comcast to perform an investigation regarding sexual misconduct before the November debate which was hosted by Comcast-owed MSNBC. Also, in November, Comcast went before the U.S. Supreme Court in an appeal of a U.S. Court of Appeals for the Ninth Circuit decision permitting a $20 billion racial discrimination suit to proceed against the company. Though the Supreme Court has not yet ruled on the matter, you should keep an eye out for its decision in Comcast v. National Association of African American-Owned Media.
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Implementation Regulations on the Horizon Under Section 1071 of Dodd-Frank
In response to the 2008 financial crisis, Congress enacted the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) in 2010, focused on addressing sectors of the financial services industry. Dodd-Frank was to be implemented over time: Section 1071 (15 U.S. Code § 1691c-2(a)) has been pushed back on the implementation timeline, as it does not become effective until the Consumer Financial Protection Bureau (“CFPB”) implements regulations – which it has not.
Section 1071 amends the Equal Credit Opportunity Act. It requires financial institutions and governmental entities to compile, maintain, and submit data to the CFPB regarding credit applications submitted by women-owned, minority-owned, and small businesses.
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Legal Intelligencer: Beyond the Courts: The Potential Future of Arbitration
In the January 23, 2020 edition of The Legal Intelligencer Edward T. Kang, managing member of KHF wrote “Beyond the Courts: The Potential Future of Arbitration”
This recent decision has implications for how practitioners understand the court system and arbitration system to usually work, as well as raising already-existent questions about the fairness of arbitration clauses and its applicability for various types of claims.
In a recent decision from the U.S. Court of Appeals for the Third Circuit, we saw a rare event—the court affirmed the district court’s decision to vacate an arbitration award in Monongahela Valley Hospital v. United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union, AFL-CIO, CLC, ___F.3d___ (3d Cir. Dec. 30, 2019). This case exemplified one of the rare situations in which the courts have decided to exercise authority and “correct” arbitration awards that have appeared to be blatantly unfair, which could arise from a variety of reasons. This recent decision has implications for how practitioners understand the court system and arbitration system to usually work, as well as raising already-existent questions about the fairness of arbitration clauses and its applicability for various types of claims.
Monongahela Valley Hospital involved a dispute between the hospital and one of its “bargaining unit” employees who are members of the union under a collective bargaining agreement (CBA). About half of the employees of the hospital are supervisors who are not bargaining unit employees. The CBA governed the relationship between the hospital and the bargaining unit employees. The grievances centered around the hospital’s denial of a unit bargaining employee’s request for vacation due to a non-unit bargaining employee’s request for the same time off. The hospital denied the unit bargaining employee’s request because her supervisor, a nonbargaining unit employee, had requested the same week off and both could not be away at the same time. Using its authority to have the “final” say in the matter, the hospital denied the bargaining unit employee’s request. Continue reading →
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NJ Division of Revenue and Enterprise Services – Streamlined Business Reinstatement and Dissolution Program
In connection with its legislative directive to “specify the formats and methods for all filings and certifications required pursuant to this section and generally, for all filings and certifications required under the purview of the division” the Director of the Division of Revenue and Enterprise Services announced certain streamlined mechanisms for entities of revoked status in New Jersey. Continue reading →
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Legal Intelligencer: Five Years After ‘Daimler’: It’s All in the Specifics
In the January 2, 2020 edition of The Legal Intelligencer Edward T. Kang and Kandis L. Kovalsky co-authored “Five Years After ‘Daimler’: It’s All in the Specifics.”
Major cases such as 2014’s Daimler AG v. Bauman have refined the requirements for, and in many senses restricted, the establishment of personal jurisdiction over parties. This goes for both the exercise of general and specific jurisdiction.
The exercise of personal jurisdiction is fundamentally connected with the constitutional right to due process. The question of whether it is fair and procedurally proper to subject a person to a forum state’s jurisdiction has been refined by the U.S. Supreme Court multiple times in the past decades, and especially in recent years. Major cases such as 2014’s Daimler AG v. Bauman have refined the requirements for, and in many senses restricted, the establishment of personal jurisdiction over parties. This goes for both the exercise of general and specific jurisdiction.
The basic notion behind general jurisdiction is that the defendant has to have, to quote directly from the well-known International Shoe v. State of Washington opinion, “continuous and systematic” affiliations with the forum state to reasonably expect that state’s jurisdiction over her, no matter the issue at stake (as opposed to specific jurisdiction, where the issue in question is the only reason one could expect to land up in another state’s court). But, what does “continuous and systematic” mean? Continue reading →