News & Insights

Awaiting Case Law, Amendments a Decade Into NJ-RULLCA

Partner Gianfranco Pietrafesa, a member of the firm's Business Counseling and Mergers & Acquisitions Groups, authored an article for New Jersey Lawyer magazine reflecting on the last decade since the enactment of the New Jersey Revised Uniform Limited Liability Company Act. Gianfranco has an extensive background in New Jersey LLC Law, as he was a member of the select committee that drafted the statute. ...read more

Understand Your Obligations Under the New Corporate Transparency Act

Archer attorneys, Gianfranco A. Pietrafesa (Franco) and Zhao Li co-authored the article, "Understand Your Obligations Under the New Corporate Transparency Act, recently published in CIANJ’s Commerce Magazine ." The Corporate Transparency Act (“CTA”), which became effective on January 1, 2024, will force more than 30 million privately-held companies to register with the federal govern­ment and disclose certain personal information about their owners and management. In their article, Franco and Zhao summarize a company’s obligations under the CTA. The CTA applies to companies formed in the U.S., as well as companies formed outside the U.S. and registered to do business in the U.S. The federal government will enforce compliance with significant civil and criminal penalties on companies, senior management and owners who fail to comply with the CTA. ...read more

Tools for Combating Cybersquatting

Kate A. Sherlock, partner in Archer's Voorhees office, was recently published in the January edition of Commerce Magazine. The article, "Tools for Combating Cybersquatting," addresses what method trademark owners can utilize to obtain relief from cybersquatting in a quick, cost-effective way. ...read more

Understanding Your Obligations Under the Corporate Transparency Act (Updated November 2024)

QUESTION 6: WHAT IS A 25% OR MORE OWNERSHIP INTEREST?A person who owns or controls 25% or more of the ownership interests of the reporting company is a beneficial owner. Any of the following may be an ownership interest in a reporting company: ...read more

Forming a Business Entity: New Jersey, New York, Pennsylvania or Texas vs. Delaware

Clients often ask whether they should form their business entity in Delaware. Delaware is an ideal jurisdiction for public companies and private companies with venture capital and private equity investors. However, Delaware may not be ideal for a local business operating in New Jersey, New York, Pennsylvania, or Texas. For example, if a business is formed in Delaware, but will be operated in another state, the business will have to file papers and pay initial and likely annual fees in two states. For many clients, forming a business in New Jersey, New York, Pennsylvania or Texas is perfectly acceptable. This paper describes some of the advantages and disadvantages of forming a business entity in Delaware, and then outlines the initial and annual costs involved in forming a corporation or limited liability company in New Jersey, New York, Pennsylvania, Texas, and Delaware.There are some advantages of being a Delaware company, but they are probably not important to most small businesses operating in New Jersey, New York, Pennsylvania, or Texas. The advantages are: ...read more

Get Ready: CTA's Reporting Deadline is Fast Approaching

Despite legal challenges (see our advisory Nothing Has Changed with the Corporate Transparency Act), the Corporate Transparency Act (CTA) remains in effect and the Financial Crimes Enforcement Network (FinCEN) of the U.S. Treasury Department continues to implement and enforce the CTA. As a result, companies in existence as of January 1, 2024 are required to file their beneficial ownership information (BOI) reports before January 1, 2025.The analysis for determining whether a company is reporting or exempt and identifying its beneficial owners (which is a misnomer since it is not limited to owners) can be challenging and time-consuming, especially for a company with a complex ownership structure. Inadequate or hasty reporting heightens the likelihood of mistakes, inaccurate data, and potential non-compliance, which can result in significant civil penalties of up to $500 per day and criminal penalties of up to $10,000 and imprisonment for up to 2 years. As a result, now is the time to actively prepare to file the BOI report by the deadline. A best practice is for the company to designate a person responsible to identify beneficial owners and gather the necessary information and documents to file the BOI report. For a comprehensive analysis of the CTA, see our client advisory (Understanding Your Obligations Under the Corporate Transparency Act).Incidentally, a company formed or registered in 2024 is required to file its BOI report within 90 days of formation or registration. So, if such a company has not yet done so, it should immediately file to avoid penalties. We can assist companies with their analysis of their reporting obligations under the CTA. If you have any questions about the Corporate Transparency Act, please contact Gianfranco Pietrafesa at gpietrafesa@archerlaw.com or 201-498-8559, Zhao Li at zli@archerlaw.com or 856-673-7140, or any member of Archer’s Business Counseling Group.DISCLAIMER: This client advisory is for general information purposes only. It does not constitute legal or tax advice, and may not be used and relied upon as a substitute for legal or tax advice regarding a specific issue or problem. Advice should be obtained from a qualified attorney or tax practitioner licensed to practice in the jurisdiction where that advice is sought.  ...read more

Patrick Papalia Quoted in Law360's The Barometer Newsletter Article, "Litigators Strategically Deploy Remote Depositions"

Patrick Papalia, Archer Business Litigation Partner, recently provided insight on the uptick in remote depositions for Law360's global newsletter, The Barometer. Alaina Lancaster's article, "Litigators Strategically Deploy Remote Depositions," addresses multiple attorneys views on opposing counsel using remote depositions to gain a tactical advantage. ...read more

Patrick Papalia Interviewed for the New Jersey Law Journal Article, "A Matter of Strategy Now: Remote Depositions Are Becoming a Tactical Issue"

The New Jersey Law Journal article, "A Matter of Strategy Now: Remote Depositions Are Becoming a Tactical Issue," discusses the strategic aspect to the choice between in-person and remote depositions. Archer Business Litigation Group Partner Patrick Papalia was interviewed by NJ Law Journal's Charles Toutant and discusses why he prefers to conduct in-person depositions throughout the article. ...read more

James M. Graziano Quoted in The Philadelphia Inquirer Article, "N.J. breweries are fighting rules they say are holding them back"

James M. Graziano, Partner in Archer's Voorhees office, was recently quoted in The Philadelphia Inquirer article, "N.J. breweries are fighting rules they say are holding them back." The article addresses the regulations guiding food and entertainment in breweries, put in place by The New Jersey Division of Alcoholic Beverage Control's (ABC), and how the guidelines affect the experience for consumers. ...read more

Archer Welcomes Zara Wallace as Of Counsel

Archer & Greiner, P.C. is pleased to announce that Zara A. Wallace has joined the firm’s Philadelphia office as Of Counsel in the Business Counseling Group. Zara brings a wealth of experience in complex securities and business transactional matters, with an emphasis on structured finance. He represents financial institutions, private equity funds, portfolio companies, startups, and other public and private businesses operating across a wide range of industries. ...read more

Noel Fleming and Kayci Petenko Featured in Law360 Article, “Archer Brings on Nonprofit Experts from Philly Boutique”

Archer partners, Noel Fleming and Kayci Petenko, were interviewed by Law360 Pulse on their joining the firm. Both were founding partners of Fleming Petenko Law in Philadelphia and ceased operations to join Archer expanding the team of attorneys providing services for nonprofit clients. All of their clients joined them in the transition. Noel and Kayci bring diverse backgrounds and robust experience to Archer representing clients in a variety of matters that will greatly impact the firm’s existing nonprofit practice, as well as the business counseling and tax practice areas. ...read more

Noel Fleming and Kayci Petenko Join Archer

Archer & Greiner is pleased to announce the addition of Noel A. Fleming and Kayci D. Petenko as partners in the firm’s Philadelphia office. Prior to joining Archer, Noel and Kayci were founding partners of Fleming Petenko Law, which provided legal counsel to nonprofit, charitable, and tax-exempt organizations. With diverse backgrounds and robust experience representing clients in a variety of matters, they bring a wealth of knowledge that will not only enhance the firm’s existing nonprofit practice but have important cross over into the firm’s business counseling and tax practice areas. ...read more

Gianfranco Pietrafesa and Shamila Ahmed to Present “A Refresher on the New Jersey Revised Uniform Limited Liability Company Act” to the Hudson-Bergen Inn of Transactional Counsel

Gianfranco A. Pietrafesa and Shamila R. Ahmed, members of the firm's Business Counseling and Merger & Acquisitions Groups, will give a presentation on New Jersey LLC law to members of the Hudson-Bergen Inn of Transactional Counsel. The presentation information is as follows:  ...read more

Gianfranco Pietrafesa to Present “A Fresh Look at Contract Boilerplate” to the Hudson-Bergen Inn of Transactional Counsel

Gianfranco A. Pietrafesa, a partner in the firm's Business Counseling and Merger & Acquisitions Groups, will lead a presentation on “A Fresh Look at Contract Boilerplate” to members of the Hudson-Bergen Inn of Transactional Counsel. The presentation information is as follows:  ...read more

Gianfranco Pietrafesa to Present "NDAs and LOIs in M&A and Leasing Transactional" to the Hudson-Bergen Inn of Transactional Counsel

Gianfranco A. Pietrafesa, a partner in the firm's Business Counseling and Merger & Acquisitions Groups, will present on non-disclosure agreements and letters of intent in M&A and real estate leasing transactions to members of the Hudson-Bergen Inn of Transactional Counsel. The presentation information is as follows:  ...read more