Corporate

The Corporate Transparency Act: Your Business Is Probably One of the 36 Million That Needs To Comply With Its Mandatory Reporting Requirements. What You Need To Know and Do Now.

Ansell Grimm November 10, 2024

On January 1, 2024, approximately 36 million American business owners woke up to find a new, complicated, and potentially burdensome federal reporting obligation on their compliance plate. That was the effective date of the Corporate Transparency Act (CTA), a law passed in 2021 as part of a major effort to stop money laundering and related crimes. The CTA attempts to accomplish this objective by requiring about 90% of American businesses to make mandatory and detailed disclosures regarding their “Beneficial Ownership Information” (BOI) to the U.S. Treasury Department’s Financial Crimes Enforcement Network (FinCEN) division.

Unless your business falls under one of the exemptions outlined in the CTA – and it probably doesn’t – you need to understand and comply (or have complied) with the CTA’s reporting obligations by the dates detailed below. Failure to do so comes with significant consequences, including hefty fines.

FinCEN issued its Final Rule implementing the CTA on September 29, 2022, clarifying what entities are subject to the Act’s reporting requirements and what specific information those entities must provide. Since then, FinCEN has published extensive, detailed, and regularly updated FAQs to provide much-needed clarity and guidance about who is subject to the law, what information must be reported, and when it must be reported.

While hardly comprehensive, the following overview can help you make sense of the CTA and provide the foundation for timely compliance.

Is Your Business a “Reporting Company” That Must Comply With the CTA?

Under the Final Rule, a “Reporting Company” is either a corporation, limited liability company or any other entity – no matter how small – created by filing a document (e.g., Articles of Incorporation) with a secretary of state or any similar office. This means that entities that can be established without such filings, like sole proprietorships and general partnerships, are not subject to the CTA’s reporting requirements.

Section(a)(11)(B) of the CTA contains a list of 23 entity types that are exempt from the law’s reporting requirements. Most exceptions apply to companies that already have ownership reporting obligations under other regulatory schemes, such as securities dealers, banks and other financial institutions, and public companies.

These types of entities do not have to comply with the CTA’s BOI reporting requirements:

Banks.
Bank holding companies.
Credit unions.
Insurance companies.
Issuers of securities registered under Section 12 of the Securities Exchange Act of 1934 or that must file supplementary and periodic information under Section 15(d) of the 1934 Act.
Brokers, dealers, and any other entities registered with the SEC under the 1934 Act.
Registered investment advisors under the Investment Advisers Act of 1940.
Public accounting firms.
Companies employing more than 20 people full-time in the U.S. or that filed a federal income tax return in the prior year showing more than $5 million in gross sales or receipts and have an operating presence in the U.S.
Any entity that:
- Has existed for over one year.
- Has not sent or received funds over $1,000 or experienced an ownership change in the previous 12 months.
- Is not actively engaged in business.
- Is not owned by a foreign individual

and

- Does not otherwise hold any assets, including ownership interests, in any corporation, limited liability company, or other entity.

“Applicants” and “Beneficial Owners” Whose BOI Must Be Reported

In addition to basic corporate information such as name, address, and tax ID number, Reporting Companies covered by the CTA must provide FinCEN with BOI for two categories of individuals: “Applicants” and “Beneficial Owners.”

“Company Applicants”

The Final Rule defines a “company applicant” as “the individual who directly files the document that first creates the domestic reporting company” as well as “the individual who is primarily responsible for directing or controlling such filing if more than one individual is involved in the filing of the document.” Effectively, the person who established the entity by filing the necessary paperwork will likely be an “Applicant” whose BOI must be disclosed.

“Beneficial Owner”

While identifying an Applicant is relatively straightforward, determining an entity’s “Beneficial Owners” can be far more complicated.

The Final Rule defines a “Beneficial Owner” as any individual who, directly or indirectly, either:

Owns or controls at least 25 percent of the ownership interests of a reporting company or
Exercises “substantial control” over a reporting company.

The Final Rule and FinCEN’s FAQs discuss what qualifies as “ownership interests” and “substantial control” that would make an individual a “Beneficial Owner” under the CTA.

Substance of Reporting

Non-exempt Reporting Companies must give FinCEN the following information regarding Applicants and Beneficial Owners:

Full legal name.
Date of birth.
Street addresses (identified as a current residential or business street address).
Non-expired state identification document or passport.

Compliance Deadlines

The Final Rule established different compliance deadlines for specific categories of covered entities. However, those original deadlines were modified in November 2023 for entities created or registered on or after the Rule’s effective date of January 1, 2024, and before January 1, 2025, to “give those entities additional time to understand the new reporting obligation and collect the necessary information to complete their filings.”

Accordingly, new domestic or foreign Reporting Companies formed during calendar year 2024 must submit their BOI report within 90 days after the date of the entity’s formation (i.e., the filing date of its Articles or Certificate). Prior to the adoption of the Final Rule, all such entities had to file their reports within 30 days after the date of their formation.

For all covered entities formed either before or after 2024, the CTA’s deadlines for submitting BOI reports to FinCEN are:

Existing domestic or foreign Reporting Companies formed before January 1, 2024: On or before January 1, 2025 (one year after the effective date of the CTA.)
New domestic or foreign Reporting Companies formed on or after January 1, 2025: Within 30 days after its date of formation (i.e., the filing date of its Articles or Certificate).

Penalties for Non-Compliance

There are significant penalties for non-compliance or fraud involving CTA reporting. Any person or entity that “willfully provides, or attempts to provide, false or fraudulent information or willfully fails to report when required” faces civil penalties of up to $500 per day for each violation, up to $10,000 in criminal fines, and up to two years in prison.

Assistance With CTA Compliance

As noted, FinCEN has been updating its CTA FAQs regularly, and we recommend that business owners review that guidance for additional information and clarification regarding their compliance obligations. We also recommend that entities work with experienced and credible vendors who focus on assisting entities with preparing and filing required reports. Two such vendors are VCorp Services and CSC Global.

If you have questions about the CTA, please contact Thomas Gironda at Ansell Grimm & Aaron.

Melanie Scroble Wins Blue Water Wave Award for Legal Professional of the Year

Ansell Grimm October 16, 2024

Ansell.Law is thrilled to announce that Shareholder Melanie J. Scroble was named Blue Water Wave’s Legal Professional of the Year. Blue Water Wave is an organization focused on peer-to-peer exclusive networking groups for legal and commercial real estate professionals.

Melanie’s award highlights character, excellence, and superior client relations. Clients described her as “a dealmaker who gets things done,” an “outstanding lawyer,” and “bright, loyal, upstanding, respected, and the very best at what she does.” Clients additionally praise her for having the “attitude of a consummate professional” and providing “innovative solutions to industry problems.”

A leader within the Firm, Melanie serves as the on-site managing shareholder of Ansell.Law’s Woodland Park office. She is a member of the Commercial Real Estate, Corporate, Finance & Banking, and Residential Real Estate departments. Throughout her career, Melanie has amassed an impressive track record and has become a trusted advisor for clients nationwide.

Specializing in complex commercial real estate matters, Melanie has successfully closed numerous real estate transactions, including acquisitions, dispositions, leasing, and financing of various commercial properties nationwide. Her expertise lies primarily in shopping centers, retail pads, multi-family apartment buildings, 1031 exchange transactions, and commercial financing and lending. Whether working with national REITs or first-time investors, Melanie is adept at building lasting relationships with her diverse client base. In addition to her practice, she is actively involved with the International Council of Shopping Centers and has been a roundtable speaker at their annual Law Conference.

As the cannabis industry has grown in New Jersey, Melanie has also developed niche experience navigating the challenges surrounding retail leasing matters. She is a valued member of the Firm’s Controlled Substances and Regulatory Law practice group.

Ansell.Law Welcomes Thomas Gironda

Ansell Grimm August 27, 2024

Ansell.Law is pleased to announce that Thomas J. Gironda, Esq. has joined the Firm’s Corporate, Finance & Banking Department. Gironda has a breadth of experience handling mergers and acquisitions, entity formation, corporate governance, and complex commercial transactions. Gironda also routinely handles public offerings, private placements, and securities compliance matters. That experience will help support many of the Firm’s clients, including the Commercial Real Estate and Controlled Substances and Regulatory Law Departments. His legal prowess enhances the Firm’s capabilities to meet growing client demand in these areas.

“Thomas brings tremendous knowledge across a broad scope of business transactions, and his private equity and venture capital skills are superb,” said President and Managing Shareholder Michael V. Benedetto. “A terrific attorney, we’re thrilled to have his significant talents in our Firm.”

Before joining the Firm, Gironda was an attorney at a highly regarded AmLaw 200 regional firm handling general corporate matters. Prior to being admitted to the Bar, he participated in the Ansell.Law Summer Associate program.

Melanie Scroble Named Among 2024 Top Women Leaders in Law

Ansell Grimm August 13, 2024

Ansell.Law is pleased to announce that Women We Admire has included Melanie J. Scroble in the Top Women Leaders in Law for 2024. As an organization focused on executives and leaders in the United States and Canada, Women We Admire highlights today’s women in business, law, medicine, entertainment, sports, motherhood, and many other fields.

Melanie is a shareholder and a member of the Commercial Real Estate, Corporate, Finance & Banking, and Residential Real Estate departments. A leader within the Firm, Melanie serves as the on-site managing shareholder of the Firm’s Woodland Park office. She has amassed an impressive track record over 25 years and become a trusted advisor for clients nationwide.

Specializing in complex commercial real estate matters, Melanie has successfully closed a wide range of real estate transactions, including acquisitions, dispositions, leasing, and financing of various commercial properties across the country. Her expertise lies primarily in shopping centers, retail pads, multi-family apartment buildings, 1031 exchange transactions, and commercial financing and lending. Whether working with national REITs or first-time investors, Melanie is adept at building lasting relationships with her diverse client base. In addition to her practice, she is actively involved with the International Council of Shopping Centers and has been a roundtable speaker at their annual Law Conference.

As New Jersey’s cannabis industry has grown, Melanie has also developed niche experience navigating the challenges surrounding retail leasing matters. She is a valued member of the Firm’s Controlled Substances and Regulatory Law practice group.

A Well-Crafted Medical Partnership Agreement Can Reduce the Likelihood of Disputes and Maximize the Benefits for Physicians

Ansell Grimm December 7, 2023

By Layne A. Feldman

Many elements go into building a successful medical practice. First is assembling a team of exceptional physicians with complementary talents and a shared vision and practice philosophy. But no matter how in sync the doctors who form a medical partnership may be at the outset, there is no guarantee they will remain on the same page. Differences of opinion on issues big and small can poison the partners’ relationship and result in costly litigation that poses an existential threat to the practice’s ongoing viability.

Minimizing the chances of such destructive disputes – and having clear mechanisms for resolving them – can be the key to an enduring and rewarding practice. Those are but two of the many purposes and benefits of a comprehensive and well-crafted medical partnership agreement. This foundational document outlines and governs the relationship between the physician-partners, clarifies their respective rights, roles, and responsibilities, and fills in many blanks that could otherwise create confusion or lead to disputes.

Physicians forming a medical partnership should work with experienced counsel at the outset of their professional endeavor to prepare a partnership agreement that proactively addresses all the critical issues likely to arise during the course of the partnership. Some of the essential provisions of a medical partnership agreement include, but are not limited to:

Establishing the Partnership’s Structure and Purpose

The agreement should clearly outline the legal structure of the entity being formed, whether it is a general partnership, limited partnership, or another legal entity. Additionally, it should articulate the purpose of the partnership and specify the medical services it aims to provide and the scope of its business activities.

Defining Partners’ Roles and Responsibilities

Clear delineation of the scope and limits of each partner’s responsibilities and obligations can keep physicians from stepping on each other’s toes – or bruising each other’s egos. This section should outline each partner’s specific duties, including clinical responsibilities, administrative tasks, and any specializations or areas of focus.

Financial Arrangements

As with all businesses, disputes and litigation between medical partners often revolve around financial matters, making provisions that address contributions and liabilities among the most critical elements of a partnership agreement. This includes details about each partner’s initial capital contributions, profit and loss allocation, and mechanisms for resolving financial disputes. The agreement should also address how expenses will be shared, whether a salary structure is used, and how the partners will handle financial decisions, such as investments in new equipment and facilities or mergers and acquisitions of other practices.

Decision-Making Processes

A clearly defined decision-making framework is essential to ensure a smooth operational workflow. A medical partnership agreement should specify who has the authority to make decisions, what decisions they are empowered to make, and how and when they can delegate decision-making authority. The agreement may also stipulate that certain, more significant management decisions require the approval of all or the majority of the partners.

Admission of New Physician-Partners

The agreement should detail the procedures and eligibility criteria for admitting new physician-partners to the practice. Such provisions may include establishing a minimum capital contribution before a new physician joins the partnership and requiring representations by the prospective partner as to their licensure status and history, claims and malpractice suits, and other professional matters. The document should also address any voting mechanisms or thresholds required for admitting new partners. Similarly, it should outline the circumstances under which a partner may withdraw from the partnership, whether due to retirement, disability, or other reasons. This ensures a transparent and fair process for changes in the partnership’s composition.

Dispute and Deadlock Resolution Mechanisms

While litigation is sometimes necessary or inevitable, it is rarely the optimal way to resolve disputes between business partners. Establishing alternative mechanisms for addressing conflicts or deadlocks when they arise can spare the partners and their practice from the inherent costs and disruption associated with lawsuits.

Mandatory mediation or arbitration (either binding or non-binding) provisions can facilitate early resolutions and minimize acrimony between partners. Similarly, the document should include mechanisms for resolving deadlocks.

Termination and Dissolution of Partnership

In the unfortunate event the medical partnership needs to be dissolved, the agreement should outline the procedures for doing so. This includes addressing issues such as the distribution of assets and liabilities and handling ongoing patient care. Having a well-defined process for termination and dissolution helps minimize disruptions and ensures an orderly winding down of the practice.

Insurance and Liability

Outlining the insurance requirements for the partnership and its individual members is crucial. This includes malpractice insurance, general liability coverage, and any other relevant policies. Clearly defined provisions regarding the allocation of liability among partners contribute to a secure and stable working environment.

A well-crafted medical partnership agreement is essential for the success and sustainability of a collaborative healthcare practice. While no document can guarantee a medical partnership will survive in perpetuity, a medical partnership agreement can go a long way toward minimizing the chance of litigation and maximizing the potential for a long and lucrative professional relationship.

If you are considering entering a partnership with one or more of your fellow physicians, you should work with an attorney who has specific experience with physicians and small medical practices. If you need assistance preparing a partnership agreement or if you are currently involved in a dispute with your physician-partners, please contact one of the attorneys in Ansell Grimm & Aaron’s Corporate or Litigation practice groups.

New Jersey Doesn’t Require LLCs To Have an Operating Agreement, But You Should Have One Anyway. Here’s Why.

Ansell Grimm June 7, 2023

By Irina Moin

Most people aren’t thinking about divorce on their wedding day. Similarly, when members of a limited liability company (LLC) optimistically join together on their new venture, a bitter dispute or parting of the ways with the folks they’ve gone into business with is probably not top of mind.

While the law doesn’t require that a couple enter into a written pre-nuptial agreement for their marriage to be valid and legal, many do so anyway to bring clarity and certainty in the event of a conflict, define their respective rights and obligations, and hopefully spare themselves lengthy, costly, and destructive litigation down the road. The same principles apply to New Jersey LLCs.

New Jersey law does not require limited liability companies to have written operating agreements. This is the case in many other states as well, including Delaware. But just because a written LLC operating agreement isn’t mandated by law in order to establish and maintain an LLC doesn’t mean that starting and managing an LLC without one is a good idea. In fact, failure to document and define the relationship between the members of an LLC can be costly for all involved.

What Is An LLC Operating Agreement?

While state LLC laws may establish the rights and obligations of the entity and its members to third parties and taxing authorities, an LLC operating agreement is the controlling agreement that sets forth the relationship between the members and each other and between the members and the LLC itself. Among other things, the operating agreement defines such core issues as ownership transfer, voting rights, business activities, management structure, management authority, and dispute resolution mechanisms. All of these areas are ripe for misunderstanding and divergent viewpoints unless clearly and definitively set forth in an agreement between all members.

Here are three reasons you should prepare an operating agreement for your New Jersey LLC, even though you don’t have to.

1. Clarifying Ownership and Management Responsibilities

A written LLC operating agreement is a foundational document that outlines the ownership structure and management responsibilities within the business. It clearly defines each member’s rights and obligations, including their ownership percentage, voting power, and profit distribution. This helps prevent conflicts and misunderstandings among members by establishing a framework for decision-making and governance. Additionally, the operating agreement can specify the roles and responsibilities of managers and non-managing members, providing clarity and promoting effective management of the LLC.

2. Protecting Members From Personal Liability

One of the key advantages of an LLC is in the name itself: limited liability. A properly structured and managed LLC protects members and members from personal liability for debts and liabilities incurred by the entity. But that protection is not unlimited and can be easily lost if the members and managers fail to maintain and treat the LLC as a separate entity or follow the corporate formalities required by law. By having a comprehensive written operating agreement, an LLC can better ensure that the members treat the business like a business rather than as a sole proprietorship with a fancy name. The operating agreement can also include provisions that ensure compliance with legal and regulatory requirements, reducing the risk of personal liability for the actions or debts of the company.

3. Resolving Deadlocks and Disputes

Business owners aren’t always going to see eye-to-eye. Sometimes, disagreements between LLC managers and members devolve into stalemates or conflicts that can threaten the relationships of the owners and the continued viability of the business. A well-drafted operating agreement recognizes the possibility, if not probability, of such disputes and deadlocks and includes mechanisms for resolving them that can spare the parties and the LLC from the costs and disruption of protracted litigation. Additionally, the operating agreement can include provisions for the voluntary or involuntary dissolution of the LLC, outlining the steps to be followed and the distribution of assets in such an event.

If you have questions about LLC operating agreements or would like assistance preparing one for your business, please contact one of the corporate law attorneys at Ansell, Grimm & Aaron.

Rock-Scissors-Paper Won’t Cut It: Effective Mechanisms for Resolving Deadlocks Between Business Owners

Ansell Grimm May 31, 2023

By Lawrence H. Shapiro

In sports, no one likes games to end in a tie. They are anti-climactic and disappointing. But in business, ties can have much more significant consequences. When equal shareholders in a closely held corporation, partners in a partnership, or members of a limited liability company find themselves tied – deadlocked – when making significant business decisions, it can put both the ongoing viability of the enterprise and the relationships behind the business in existential peril. And in any company where voting power or equity interests are equally divided, deadlock is always possible, if not a probability.

Management and ownership deadlocks can quickly devolve from disagreements among friends to irreconcilable differences between two soon-to-be-former business partners. Often, such disputes wind up in a courtroom where the fate of the owners and the business they bult together is left in the hands of a judge. Sometimes, litigation is necessary to protect the rights of an owner or preserve the business and its assets. In such circumstances, it is imperative that each owner retain their own experienced business litigation attorney to advise them and work to obtain a favorable outcome that, ideally, protects the business and the owner’s interests.

But litigation between deadlocked business owners can also be costly, disruptive, and lead to results that neither side wants, such as judicial dissolution and liquidation of the business. Given the foreseeability of deadlock – and the probable negative consequences of an extended stalemate among owners – it is critical that business owners have an effective mechanism in place to resolve these disputes when they arise.

For this reason, deadlock provisions should be included in a business’s foundational documents, such as an operating agreement, partnership agreement, or corporate bylaws. Even if the original versions of such documents do not contain deadlock provisions, amendments can be crafted to address a logjam should it arise. Resolving deadlocks that threaten the future of a business should not be left up to dumb luck. In fact, coming to an agreement on how to resolve a disagreement is easier while the business owners are getting along than having a court decide after the relationship falls apart.

If you have questions about ownership deadlocks or would like assistance establishing a deadlock resolution for your business, please contact one of the business law attorneys at Ansell, Grimm & Aaron.

ANSELL GRIMM & AARON NEWSLETTER NOVEMBER 2021

Ansell Grimm November 1, 2021

Jennifer Krimko Secures Variance for New Tesla Gallery and Service Facility

Jennifer Krimko, a Shareholder and Co-Chair of the Firm’s Land Use and Zoning Department, recently represented the property owners for the upcoming Tesla automobile gallery and factory-authorized service facility in Eatontown. The project required approval by the Eatontown Zoning Board of Adjustment because car sales are not permitted in the borough’s zoning rules. In addition to the selling and servicing of electric vehicles, the store will provide a free-standing charging station open to the public along the Route 35 corridor.

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Ansell Grimm & Aaron Roundup July 2021

Ansell Grimm August 12, 2021

Mitchell Ansell Featured in Industry Magazine

Mitchell Ansell, Shareholder, and Chair of the Criminal Defense Department, recently was featured as a power player by Industry Magazine in their July/August 2021 issue. This inclusion provides an opportunity to more personally know a power player who prides himself on the lasting impact and positive influence he provides to clients.

Industry Magazine covers anything and everything of interest for influential tastemakers and trendsetters across New Jersey and New York, from fashion and entertainment to lifestyle and health, to travel and business. The article is available here.

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NJSBA Submits Report & Recommendations to the NJCRC

The New Jersey State Bar Association’s Cannabis Law Committee provided the New Jersey Cannabis Regulatory Commission (“CRC”) with a report and recommendations regarding the CRC’s implementation of the New Jersey Cannabis Regulatory Enforcement Assistance, and Marketplace Modernization Act (“CREAMMA”). The report covers a broad range of topics, from macro-issues like marketplace and licensing regulations to more micro-issues related to expungements and CREAMMA’s impact on family law matters. Both Joshua Bauchner and Zachary Windham (pictured) of AGA’s Cannabis Law Practice Group, contributed to the report and recommendations. A copy of the report is available here.

Michael Benedetto Closes on Ocean Block Lot Sale

Michael Benedetto, Managing Partner and President of the Firm, who also serves as the Chair of the Commercial Real Estate Department and the Corporate, Finance, & Banking Department, recently served as counsel to the Seller in an off-market sale of a parcel of property that sits approximately 300 feet from the Atlantic Ocean in Long Branch, New Jersey. The property was the last parcel for an ocean block assemblage of just over 1.8 acres. The purchaser of the property was PV Motel, LLC, an affiliate of Kushner Companies, who reportedly intends to construct an oceanfront hotel on the site along with three other lots which make up the assemblage.

Joshua Bauchner Featured in Commerce Magazine

Joshua Bauchner, a shareholder who serves as both Co-Chair of the Litigation Department and head of the Cannabis Law Practice Group, was featured in the July 2021 issue of Commerce Magazine as part of the article Cannabis: A Growing Business Sector in the Garden State? Josh was one of several influential attorneys from across New Jersey asked to discuss what this budding industry means for entrepreneurs right now. Commerce Magazine is the flagship publication of the Commerce & Industry Association of New Jersey. The article is available here.x

Ashley Whitney Files PBA Appeal with NJ Supreme Court

Ashley Whitney of AGA’s Woodland Park office recently filed an appeal with the New Jersey Supreme Court, challenging an opinion from the Appellate Division which upheld the termination of a police officer with no prior discipline for alleged violations of the Criminal Justice Information System through his use of full-disclosure vehicle registration searches despite the police department’s failure to identify a single full-disclosure search conducted without justification.

The Appellate Division’s decision may have a lasting impact upon the law enforcement community as the performance of searches by police has not been significantly addressed by New Jersey Courts since the decision in State v. Donis, 157 N.J. 44 (1998).

The decision is especially pertinent to the issues facing police as it comes on the heels of the Supreme Court’s decision in the matter of In re AG Law Enf’t Directive Nos. 2020-5 & 2020-6, 2021 N.J. LEXIS 486 (June 7, 2021), which upheld the New Jersey Attorney General’s Directives requiring the release of the names of police officers who receive major discipline.

Seth Rosenstein Appointed as FINRA Arbitrator

Seth Rosenstein of AGA’s Woodland Park and White Plains offices was recently appointed a FINRA Dispute Resolution Services Arbitrator. Having practiced in all aspects of securities class action litigation before state and federal courts throughout the United States, as well as representing Fortune 500 financial services companies in arbitration actions brought before FINRA arbitration panels, Mr. Rosenstein will now hear disputes subject to FINRA jurisdiction — which will supplement his unique perspective and experience representing aggrieved investors and financial services professionals. FINRA representation is one component to Mr. Rosenstein’s multi-disciplined practice, which continues to include commercial litigation, cannabis law, and disputes concerning real estate and home improvement contractors.

Roy Hibberd Counsels Insurance Company Acquisition

Roy Hibberd, corporate counsel in the firm’s Ocean office, recently provided legal counsel to McCue Captains Agency of Little Silver, NJ, in its acquisition by World Insurance Associates LLC. The acquisition was announced on July 1, 2021. As a Top 100 Insurance Brokerage, World Insurance Associates’ acquisition will provide McCue the opportunity to expand their national presence while continuing to provide personalized services in Property, Liability, Life and Benefits insurances for both businesses and individuals.

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Jennifer Krimko Helps Hillel Win Expansion Approval

Jennifer S. Krimko, Esq., Co-Chair of the Firm’s Land Use and Zoning Department, recently secured approval for an expansion of the Hillel School campus in Ocean Township, as well as the construction of a new, state-of-the-art firehouse for the Township’s Fire District, at no cost to the taxpayers. The approval includes the construction of: a new, approximately 56,613 square-foot, three-story high school building; approximately 15,872 square foot addition to the school’s early learning center building; and approximately 6,725 square-foot, new fire station building. Additionally, construction of tennis courts, a basketball court, new parking, drainage structures, landscaping, and related site improvements were also approved.

You can view the video of the Board’s decision, including a digital rendering of the expanded facility here.

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Cannabis CLEs

On July 22 Joshua Bauchner participated as an invited speaker for a webinar hosted by the New Jersey State Bar Association’s Cannabis Law Committee. The webinar, The Ins and Outs of Licensing of Recreational Cannabis Businesses in New Jersey, addressed the parameters set out by the New Jersey Cannabis Regulatory Enforcement Assistance, and Marketplace Modernization Act (“CREAMMA”) and what those parameters mean for potential licensees.
The panel discussed the six classes of licensure, microbusinesses, impact zones, municipal land use, and anticipated regulations from the Cannabis Regulatory Commission (“CRC”).
Josh also moderated a CLE on August 5, 2021, as part of the NJ Society of CPA’s day-long Cannabis Conference. The panel will discuss “The Legal Lifecycle of a Cannabis Business.”

Ansell Grimm & Aaron is Hiring

Ansell Grimm & Aaron PC is seeking a Law Clerk to work in our Real Estate Department. For more information or to apply, please visit us on LinkedIn .

Ansell Grimm & Aaron Round Up: June 2021

Ansell Grimm June 3, 2021

AGA Secures Dismissal Of Nationwide Class Action

Ansell Grimm & Aaron attorneys Joshua S. Bauchner and Anthony J. D’Artiglio obtained dismissal of a putative, nationwide class action for lack of subject matter jurisdiction in New Jersey federal district court. The case, Cindy Adam v. Frank V. Barone, et al., Civ. A. No.: 3:20-cv-10321-MAS-LHG, concerned claims alleging that Defendants violated various California and Federal consumer protection statutes through their online sale of natural beauty products, including seeking to certify a nationwide class alleging violations of over 40 different States’ consumer protection statutes. Following Ansell Grimm & Aaron successfully securing a transfer of the case from the Northern District of California to the District of New Jersey, Defendants filed a Motion to Dismiss arguing, among other things, that a pre-litigation offer of a full refund for the purchased products made in the ordinary course of business mooted plaintiff’s claims and divested the Court of subject matter jurisdiction.

The Court rejected plaintiff’s argument that the U.S. Supreme Court’s decision in Campbell-Ewald Co. v. Gomez, did not moot the claims because, in that case, the Supreme Court held that an unaccepted offer of judgment or an unaccepted settlement offer could not defeat subject matter jurisdiction. Ansell Grimm & Aaron explained that Campbell-Ewald does not apply because a pre-litigation, ordinary course offer of a refund is not a “settlement offer” – a bright-line distinction between pre-litigation refunds and post-litigation settlements. The Court agreed explaining that it was declining “to extend Campbell-Ewald as Plaintiff suggests, where a refund was offered in the ordinary course of business by a representative of the company during a phone call with a customer.” As a result, the offer of a refund mooted Plaintiff’s claims such that there was no “case or controversy” permitting Article III subject matter jurisdiction for the Court. By securing dismissal at the pleading stage, Ansell Grimm & Aaron saved its clients substantial time and expense which otherwise would have been wasted defending a meritless, nationwide class action.

Ansell, Grimm & Aaron attorneys regularly engage in class action defense arising from frivolous claims and seek to obtain a similarly quick and cost-effective result for our clients. Of course, some matters do have merit, in which case our attorneys work to narrow the claims or class towards minimizing damages and obtaining a favorable settlement.

For additional information on Ansell Grimm & Aaron’s class action practice, please contact Joshua S. Bauchner, Esq . (jb@62q.f7d.myftpupload.com) or Anthony D’Artiglio, Esq. (ajd@62q.f7d.myftpupload.com) at (973) 247-9000.

AGA Attorney Testifies Before State Cannabis Regulatory Commission

Ansell Grimm & Aaron attorney Zachary L. Windham testified before the Cannabis Regulatory Commission on June 1, 2021. His testimony concerned whether limitations should be imposed on the potency of concentrates and edibles that will be sold in New Jersey marijuana dispensaries. Zachary explained: “The path of least resistance from a consumer standpoint would be to purchase all of their cannabis products from the unregulated supplier, who could provide them with a wider variety of product types.” Accordingly, Zachary recommended against restrictions favoring effective labeling and consumer education. Media coverage concerning his testimony is available here.

Our dedicated Cannabis Law Practice Group stands ready to assist applicants with ensuring they are prepared when the Request for Applications is issued for adult use cannabis, as well as for additional medical licenses. Please contact Joshua S. Bauchner, Esq. (jb@62q.f7d.myftpupload.com) or Zachary L. Windham, Esq. (zlw@62q.f7d.myftpupload.com) at (973) 247-9000 to get started today.

George A. McGowan III Joins AGA As Corporate Attorney

George A. McGowan, III, joined as counsel with the firm. His practice is concentrated in areas of corporate and commercial law (both public and private companies), technology, and transactional matters including Mergers and Acquisitions, Trusts and Estates, Financing and Real Estate. His client roster includes a major data center, a streaming media company, several international manufacturing companies, professional practices, and closely held businesses. Mr. McGowan brings our clients both his private practice expertise with Fortune 500 Company knowledge and experience.

He is a graduate of Manhattan College with a Bachelor’s of Science in two majors, Finance and Marketing. He graduated from Seton Hall University School of Law with a J.D. He clerked for the Honorable Patrick McGann, in the Chancery-General Equity Court in Monmouth County. He is admitted to practice in the State of New Jersey and its Federal Courts.

Nicholas J. Falcone Joins AGA As Counsel In The Land Use Department

Nicholas J. Falcone is counsel to the firm with the concentration of his practice relating to zoning and land use, and the representation of clients in all phases of governmental approvals for site plans, subdivisions and variances before municipal planning and zoning boards, as well as appeals therefrom. Before joining the firm Mr. Falcone represented planning boards and school districts in Monmouth County, as well as business statewide. Earlier, Mr. Falcone worked at the national law firms Fox Rothschild and the labor and employment boutique Grotta, Glassman and Hoffman, where his practice focused on labor and employment law, representing employers in state and federal courts in all aspects of civil litigation, administrative hearings, and provided HR counseling.

After law school graduation, Mr. Falcone was law clerk to the Honorable Martin L. Greenberg, Superior Court, Chancery Division: General Equity and Probate, and to Honorable Seymour Margulies and Honorable Fred J. Theemling, Jr., Superior Court, Civil Division, Hudson County, New Jersey. While in law school, Mr. Falcone worked as a law clerk at the firm of former U.S. District Court Judge Herbert J. Stern.

Mr. Falcone has had life long association with the arts. Prior to becoming an attorney, Mr. Falcone worked in the Broadway theater, including for the legendary director/producer Harold Prince, film and opera communities. Mr. Falcone served on Board of Directors of the Garden State Film Festival, 2009-2019, including as Chairman of the Board and Chairman and of the Programming Committee for the last six of those years.