The 2023 Black Friday shopping extravaganza shattered records as consumers flocked to online platforms, generating an astounding $9.8 billion in online sales in the US—a 7.5% increase from 2022, according to Adobe Analytics. What's even more noteworthy is that 79% of all shopping traffic occurred on mobile devices, as reported by Salesforce. This is a prime opportunity for small business owners to capitalize on the e-commerce market for unprecedented customer engagement. However, it's important to tread carefully through the digital landscape, ensuring that your marketing strategies are not only effective but also legally sound. Misleading Messaging: Don’t Compromise Trust In the highly competitive world of e-commerce, trust is everything. Misleading messaging about sales, product claims, or return policies can erode that trust, leading to dissatisfied customers and potential legal issues. Example: "Limited Time Offer! Free Shipping on All Orders!" Misleading messaging can occur if your business advertises free shipping as a limited time offer but imposes restrictions that are not clearly communicated. For instance, the promotion might only apply to specific items, certain geographic locations, or have hidden conditions that customers are not made aware of. This can lead to customer dissatisfaction, mistrust, and even potential legal issues if the advertising is deemed deceptive. Quick Tip: Consider creating a dedicated page on your website that provides detailed terms and conditions for ongoing promotions. To avoid misleading messaging, ensure that your marketing messages are transparent, accurate, and aligned with your actual offerings. Clearly communicate your sales terms, return policies, and any other customer-related information. Legally sound marketing is not just about attracting customers; it's about building lasting relationships. Intellectual Property Protection Respecting the intellectual property rights of others is not only ethical but crucial for avoiding legal entanglements. Example: Using images without permission. A common pitfall is using images found online without proper permissions or licenses. For instance, using a photograph from a stock photo website without purchasing the appropriate license can result in copyright infringement claims. Quick Tip: Utilize reputable platforms like Canva or Unsplash, offering a wide range of royalty-free and low-cost images for commercial use. Before incorporating images, logos, or content into your marketing materials, conduct thorough checks to ensure you have the right to use them. It's essential to obtain the necessary rights or opt for images with clear licensing for commercial use. Trademark and copyright infringement claims can be costly and damaging to your brand. By proactively safeguarding your brand identity, you not only protect your business legally but also establish a trustworthy and reputable image in the eyes of your customers. Sponsored Content & Endorsements on Social Media Social media is a powerful tool for e-commerce marketing, but it comes with its own set of legal considerations. When engaging in sponsored content and endorsements, ensure compliance with advertising standards and disclosure requirements. Example: You pay an influencer to post about your product, but they do not include a disclosure that they were paid in their post. If your business collaborates with influencers for product endorsements on social media, it is crucial to ensure that influencers clearly disclose their relationship with your brand. Failing to do so could be a violation of advertising regulations, leading to legal repercussions. Quick Tip: Provide influencers or brand ambassadors with a template or guidelines to ensure compliance with advertising standards. Clearly indicate when content is sponsored and be transparent about any relationships with influencers. Navigating this legal terrain not only protects your business from potential legal issues but also builds credibility with your audience. Read More: Rock Solid Advice for Influencer Contracts Legal Landmines: Beyond Marketing In the dynamic e-commerce landscape, legal compliance extends beyond marketing strategies. Be vigilant in areas such as data privacy, payment processing, and accessibility: Data Privacy Compliance With the increasing emphasis on data protection, ensure your business complies with relevant privacy laws. For example, if a customer enters in their information to make a purchase, you cannot use their data for marketing purposes without their consent. Safeguard customer information and clearly communicate your data usage practices to build trust and comply with regulations. Payment Processing Compliance The rise in online transactions emphasizes the need for secure payment processing. Ensure that your methods comply with legal and industry standards to protect both your business and your customers. Accessibility Compliance and Mobile Friendliness Make your e-commerce platform accessible to individuals with disabilities, and ensure it's mobile-friendly. Non-compliance with accessibility standards may lead to legal issues, or at the very least, limit your potential customer base. As the e-commerce landscape continues to evolve, small business owners must not only seize the opportunities it presents, but also navigate the legal complexities it brings. The experienced business attorneys at Fiffik Law Group understand the challenges faced by small businesses in this dynamic environment, and we're here to provide tailored legal guidance. Contact us today for a free initial consultation. Or, check out our Business Subscription Legal Plans. Read More: 8 Tips for Crafting Email Newsletters That Your Customers Will Actually Read

Are you thinking about selling your business in 2024? Business sale activity has been down in 2023 but we see things heating up in 2024.  The initial shock of rising interest rates that cooled buying activity has sunk in and become normalized.  The money is still there to buy businesses and there are also buyers who have not purchased much so there’s  pent-up demand for transactions.  Buyers will be in the market to acquire businesses, but they’ll proceed with some caution.  That means buyers will be more particular about their choices for targets. In addition, sellers should expect due diligence during the sale process to be even more intense. Every business owner will exit their business at some point.  Even if you’re unsure whether 2024 is the right time to sell, the time to start planning is now. Start getting the pieces in place now. Preparing ahead of time makes the process go more smoothly and quite often helps owners to get more value out of the sale of their business.  The number one thing business owners need to do to prepare for a sale is to get their financial house in order. Understanding What Information Buyers Will Want to See The heart of every business sale is the due diligence process.  Business owners often underappreciate the due diligence process in a business sale.  It can be rigorous and will take longer than you expect.  Buyers and, more importantly, their lenders, will want to see your financial documents.    Make no mistake – being prepared for this process can make the difference between a deal that closes or one that sinks. The key financial information you should expect to produce includes: Financial reports for the last 3-5 years Tax return records Tax payment records, including payroll and sales taxes Bank and credit statements Employee and payroll records to prove payroll costs and labor law regulation compliance Proof of business insurance policies Physical inventory counts The goal in providing each of these items is to convey legitimacy and portray an accurate picture of the company’s overall financial health to attract and inform a buyer. Cleaning Up Your Books Cleaning up your books is another crucial aspect of preparing to sell your business. Having clean books can greatly enhance the attractiveness of your business to potential buyers. It presents a clear picture of your business’ financial health, making it easier for potential buyers to evaluate the business.  Moreover, clean books can expedite the due diligence process and reduce the opportunities for the buyer to re-trade the deal. It also demonstrates to potential buyers that you run a professional and well-organized business, which can command a higher sale price. Cleaning up your books will include: Standardize your internal bookkeeping and accounting methods Separating personal finances from the company’s finances Check internal expenses, especially owner bonuses, perks and benefits against industry benchmarks Organizing financial records Reviewing and cleaning up financial statements (or creating them if you don’t typically prepare them) Documenting the dollar value of assets and liabilities (including intellectual property) Understand the Broader Financial Picture Getting your books ready is a key first step when selling your business, but the well-prepared seller doesn’t stop there. You also need to understand the broader financial picture of a sale transaction.  Understanding these things will facilitate negotiations with potential buyers and help you better navigate the sales process: Work with a tax advisor to determine the best strategy to minimize your tax liability What are the aspects of your business that are important to how it makes money How profitable is your business?  What aspects are most and least profitable? What things about your business are likely to be most important to the buyer’s lenders or investors? What role are you willing to play in your business post-closing?  If you’ll have a role, how will you be compensated? It’s never too early to plan for selling a business because there are a lot of steps that need to happen before coming to the table to sign the paperwork. Getting your financial house in order involves cleaning up your books, assessing the overall financial health of your business, putting together the information that buyers will need to enter into an agreement, working through the details of the deal, and then closing out the sale. The experienced business attorneys at Fiffik Law Group bring decades of business transaction experience to guide you in buying or selling a company. Our knowledgeable and experienced professionals manage the transaction from start to close and are committed to achieving your goals and delivering maximum value.

Usually, you do not have the right to cancel a contract. Once you sign a contract, you are bound by it. Because most contracts cannot be cancelled, you should never sign a contract unless you have shopped around for the best bargain and had time to think it over. There are certain contracts that are the exception to this rule. Before You Sign – 7 Smart Ways to Avoid Consumer Contract Mistakes Contracts You Have a Right to Cancel The law gives you the right to cancel a few types of contracts if you do so within a few days after you sign. The main types of contracts that can be canceled are: Door-to-door sales Certain home improvement contracts Contracts that involve a home equity loan (mortgage) on your home Contracts with health clubs Credit repair clinics Membership campgrounds Time-share condominiums Despite these rights, few consumers rescind their contracts. Contracts Entered into at the Home (Door-to-Door Sales) Pennsylvania law recognizes that consumers are particularly vulnerable when salespersons approach them in their homes and provide additional protection for contracts that consumers agree to after being contacted at home. Contracts for goods or services more than $25 that are entered into because of a contact at your home, either in person or by telephone, can be canceled within three (3) business days following the date of the contract. It does not matter whether the salesperson calls you or if you call them. A sale while you are at your home falls under this law. How Long do you Have to Cancel a Contract? For contracts covered by the Door-to-Door Sales law, you have three (3) business days following the date you signed (or clicked accept or otherwise made) the contract. Credit repair and timeshare contracts can be canceled until midnight of the fifth day (and sometimes the seventh day) after you sign the contract. That time can be longer. The law requires that the contract provide you with very specific notice of your right to cancel the contract. If the contract does not contain that notice or if the notice does not comply with applicable requirements, the clock does not start “ticking” on the deadline for you to cancel. When in doubt, cancel within three days but you can also contact an attorney for more specific advice on your situation. Do You Need a Specific Reason to Cancel the Contract? No. For contracts that have a cancellation right, you can cancel them for any reason or no reason at all. How Do You Cancel the Contract? If the contract includes a cancellation notice provision, you should sign, date, and send it back to the company. You can also simply inform the company in writing that you wish to cancel the contract. We suggest that you convey the cancellation in some way that enables you to prove that you not only sent the cancellation but that you sent it timely. Sending it by fax is a great way to accomplish this. You can send it via email but even better is to send it via email with an option showing that your email was “received” by the company. You can also send it in the mail (the postmark should be on or before the deadline). Ask the post office for the Certificate of Mailing service, which provides a postmarked mailing receipt as evidence that your letter was mailed. You’ll need to complete PS Form 3817 at the time of mailing and pay the applicable fee. What Happens After a Contract is Cancelled? If you paid any portion of the contract price, the company must return your money within twenty (20) days after cancellation. If you received any products or materials, the company is permitted to retrieve those – you are not able to retain them. What if the Company Does Not Comply with the Law? Some companies will comply with the law, but others will not. Those that do not might be unscrupulous or simply do not have good systems in place to deal with contract cancellations. The company may simply ignore your cancellation. You might receive a call from the company discouraging you from canceling or mislead you into believing that your cancellation is ineffective or incorrect in some way. What happens after you try to cancel a contract can be messy. We’re Here to Help If you’d like to get out of or cancel a contract, the consumer rights attorneys at Fiffik Law Group are here to help. Tell us about your situation. We’ll review your contract and advise you on your rights and options. Contact us for a consultation today.

Discussing estate planning with your loved ones is an essential task in safeguarding your family’s future. However, broaching the topic can be challenging. Here is a guide to help you navigate this important conversation with your loved ones: Choose the Right Moment When bringing up any sensitive matter, timing is key. Look for a relaxed setting with minimal distractions, such as a family gathering or a quiet moment after dinner. Explain Your Reasoning Start by expressing your care and concern for your family’s well-being. Share why you believe estate planning is essential – whether it is ensuring financial security, honoring wishes, or protecting your family from a mess after they are gone. If you are broaching the topic of estate planning because you have noticed a major life or health event, now would be a good time to bring that up as well. Use Real Life Scenarios Rather than discussing estate planning in abstract terms, bring the conversation closer to home. Consider scenarios that directly impact your family: “No spouse, multiple children: who gets the house?” Discussing who gets the family home can highlight the importance of clear directives in a will, rather than leaving it up to the government’s default plan. “Managing digital assets: how will we access your information?” In today’s digital age, it’s crucial to address the practical aspects of how your family will navigate accessing important online information like passwords and banking details in your absence. Read: The Mess You Leave Behind Encourage Additional Education Unless you are an estate planning attorney, it is perfectly normal not to have all the answers. Encourage your loved one to learn more about estate planning from the experts. Fiffik Law Group offers education workshops and webinars focused on demystifying estate planning. These sessions cover wills, trusts, probate, and much more. Attending these events provides a valuable opportunity to deepen your understanding and address specific questions you may have. Sign up for one of our upcoming workshops or webinars here. Recommend Professional Guidance To move from talk to action, suggest the next step of seeking professional advice. A consultation with experts, like those at Fiffik Law Group, is a great opportunity for them to ask specific questions and begin to formulate a tailored plan based on their unique situation. Contact us. Foster Ongoing Communications Estate planning is not a one-time conversation. Encourage ongoing discussions about any changes in family dynamics, assets, or wishes. Regular check-ins ensure that their plan remains relevant and up to date. Read: When Should You Update Your Will? 8 Signs It’s Time to Review Your Estate Plan Approaching estate planning discussions with your family may seem daunting, especially since you yourself may not be an expert. We encourage you to take the initiative and know that you are investing in the well-being of your loved ones. Ready to start the conversation? Contact the experienced estate planning attorneys at Fiffik Law Group for a free initial consultation.

Your home is likely your most valuable asset. According to U.S. Federal Reserve, a home represents 65% of the total wealth held by most Americans — a figure that includes personal savings, investments, and even workplace retirement accounts. For something so valuable, financially and sentimentally, you want to make sure you do what’s necessary to protect and preserve it, especially if you want to pass it on to your family after you die. Your to-do list likely includes getting homeowners' insurance, regular maintenance and repairs, and even purchasing a security system. What may not already be on your list is having a Will. As a homeowner, it is imperative you get your Will done to avoid leaving your loved ones with a “tangled title” situation after you pass, resulting in court and conflict for your family. A “Tangled title” or “heirs’ property” situation happens when a homeowner dies without a Will, and therefore does not choose who should receive the rights to their home in the event of their passing. In these cases of intestacy (that is, dying without a will), default inheritance laws come into play. We call these default laws the government’s plan for your family. So instead of your plan for how your home is inherited or sold and the money distributed, the government’s plan is what your family will be stuck with. Problems with the Government's Plan • Ownership of your home cannot change without going through probate. Who have you put in charge of making sure that happens? Without a Will, the answer is nobody. No probate, no change in ownership, and the future of your home is in limbo. • You don’t know who will inherit your home or in what proportions. Have you read the government’s plan? Probably not. You have no idea what it says, and your assumptions about it are probably wrong. • Maybe your children inherit equally. Do they get along? If they don’t, how will they manage the property after you’re gone? Could they even work together to sell your home and divide the proceeds? If they can’t agree, court and conflict will be needed to move things along. • When the rights to your home are split up among all potential surviving beneficiaries, it dilutes your home’s value. Without singular ownership or a certain plan, no single beneficiary receives a large enough “piece of the pie” to start the probate proceeding and pay inheritance taxes and probate costs to get the title transferred. • Until someone has control of your home after you die, your family cannot use the home to obtain home equity loans, obtain homeowner’s insurance, or qualify for low-income assistance programs to help maintain the home. The Consequences of Tangled Titles This twisted situation leads to many homes with tangled titles falling into disrepair or being abandoned, hurting not only your heirs, but entire communities. Your most valuable asset, your legacy to your family, is wasted. Consider the tangled title problems in Philadelphia. Philadelphia alone has at least 10,407 tangled titles, affecting 2% of the city’s 509,258 residential properties. The majority of these tangled title properties are also in minority communities. Imagine the visible change it would make if all 10,000+ of these properties were well-kept valuable assets for generations of homeowners rather than abandoned and financially draining to entire families… Get Your Will Done to Avoid a Tangled Title The best way to avoid a tangled title is to be proactive – talk to an estate planning attorney and get your Will done. The average cost for a family is $750-1,500, which is far less expensive than if you were to force your family to untangle the title after you pass away. The cost of remedying a tangled title can be significant: about $9,200 for a home valued at the median of $88,800. The emotional toll, however, can’t be calculated – asset dilution can lead to disputes among heirs as they grapple with how to manage or sell the fragmented asset. Legal battles over the disposition of assets can not only diminish the asset’s value, but also create lingering rifts and tension among families already dealing with grief over the loss of a loved one. Some homeowners may feel that their modest property is not worth estate planning for. They may think that they are not “rich” enough to have a Will, or they may think the government already has a Will for them and that it is good enough. These misconceptions are not only incorrect, but harmful. First, the government does have a Will for you, but you are not going to like it. The default inheritance laws are what put people in these tangled title situations. Why not decide for yourself where your hard-earned money and assets will go? Furthermore, studies show that when people take the step to get their Will done, they are more likely to achieve their goals and leave their beneficiaries with far more than they would have otherwise. In other words, estate planning is the key to improving your situation. As important as estate planning is to securing your legacy, preserving your hard-earned money, and ensuring the well-being of your loved ones, a large percentage of people still do not get it done. And that percentage of people is even higher for minorities. At Fiffik Law Group, we are committed to helping everyone attain their individual estate planning goals. Our estate planning attorneys are ready to help you and your family protect your assets, guard your legacy, and keep you out of court and conflict. Don’t wait – contact us today to get started.

Many buyers in the market for a new home are frustrated because they cannot find a home that meets their needs or budget. As a result of the shortage of inventory, new construction is up in 2023 compared to prior years. If you’ve expanded your search to include a newly built home, you should know that it’s not as simple shopping for a resale. Buying a newly constructed home involves a lot of details and some extra homework for the buyer prior to signing on the dotted line. Buying a newly built home can be a great experience – you get to pick exactly what you want. Here are some things we often see when helping families navigate the building process that you should consider. 5 Things to Know 1. Get your money in order. The finances of buying an existing home are relatively easy to understand. There’s a purchase price and closing costs. New homes have a lot more to think about. The purchase price often involves lots of decisions about standard and upgraded features. If you fail to make timely decisions during the construction process, you may be penalized financially. It’s also not uncommon for buyers to change their minds about selections during the construction process. As a result, the total cost may exceed what you anticipated to be the purchase price. The deposit for new construction is often much larger than for a resale. Usually that deposit is non-refundable to you. That means you have a lot more at risk in the event you are unable to complete the purchase. That could happen if you fail to qualify for your mortgage or have a sudden loss of income. If you back out of the deal, if the contractor does not try and force you to close, you’ll lose your deposit. New construction contracts frequently are not contingent upon an appraisal. In other words, if the new house does not appraise for your loan amount, the builder is not obligated to drop the price to match the appraisal. In short, the builder's failure to build a house that appraises for the value you need for your loan is not their problem - it is yours. The lender can still lend on it but because it appraised low you will have to bring more cash to the closing table You can’t back out if the appraisal is low, unlike a resale, without losing your earnest money. Make sure that there is a valid appraisal contingency in the contract. 2. Read the contract! At the risk of stating the obvious, it’s very important to read all the contract documents provided by the builder. As many times as I’ve suggested this, it’s just as common for buyers to skip some or all this critical task. The marketing materials are not part of the contract. Believe me – there will actually be a provision in the real contract stating that the builder is not obligated to produce a home for you that matches either the marketing materials or the model home. You’ve got to bear down and read the actual contact. I know it’s long and boring, but this is a huge expense you’re about to take on. It’s worth your time. Make sure you get and read all the documents that the contract refers to. The contract may define what the contract documents are. If it does, that should serve as a checklist of what you need to have and read. The builder probably did not provide all of them to you up front – you need to ask for him. Make a timeline of deadlines. Construction contracts have many deadlines, especially for making sections of options and materials. If you miss a deadline, you may get something you do not like or there may be a financial penalty for a late section. Other deadlines may identify your right to cancel the contract and get your deposit money back. Failing to understand the deadlines can cost you a lot of money. 3. What is the standard of quality being promised to you? When you make your purchase decision, you likely consider the builder’s reputation as a quality builder. You expect a quality home. Believe it or not, many builder contracts do not identify a standard of quality to which you can hold the builder. The contract may not even promise a home that is habitable or compliant with local building codes. At a minimum, your builder should promise that its work will be performed diligently and in a first class, workmanlike manner, and in compliance with all applicable laws, ordinances, regulations and rules of any public authority having jurisdiction over the development. If the contract does not include a quality standards clause like that, it should be a point of discussion. Be aware that any promise made to you by the builder or sales agent are not enforceable unless they are in writing in the contract. The following is a standard contract clause disclaiming those promises: “[a]ll representations, claims, advertising, promotional activities, brochures or plans of any kind made by Seller, Brokers, their licensees, employees, officers or partners are not a part of this Agreement unless expressly incorporated or stated in this Agreement.” If there’s something promised to you that is important, you must ensure that it’s put in writing and made part of your contract. 4. What kind of warranty is being offered? Litigation over defective new home construction has been escalating for years. For single-family homes across the entire United States the most significant deficiency types include exterior weather barriers (stucco, siding), structural (wood) framing, mechanical, electrical and plumbing systems, and window/door installations. Homeowners typically notice these defects after the closing and thus after they’ve already paid the builder. Your best bet for holding the builder responsible for correcting defects in the warranty. Don’t treat the warranty as an afterthought. Ask to see the builder’s warranty up front – BEFORE you sign the sales agreement. Builder warranties for newly built homes generally offer limited coverage on workmanship and materials for specific components of the home, like windows, heating, ventilation and air conditioning (HVAC), plumbing, and electrical systems. Warranties also usually spell out how repairs are made. The length of coverage varies depending on the component of the house. One year: Coverage for workmanship and materials on most components usually expires after the first year. For example, most warranties on new construction cover siding and stucco, doors and trim, drywall and paint during the first year. Two years: Coverage for HVAC, plumbing, and electrical systems is generally two years. 10 years: Some builders give coverage for up to 10 years for “major structural defects,” sometimes defined as problems that make a home unsafe and put the owner in danger. For example, a roof that could collapse is a “major structural defect.” Beware of contractual provisions that require you to waive certain warranties that exist under the law. Some states require builders to give explicit warranties that include certain protections. Other states, like Pennsylvania, may only include “implied warranties” under the common law. The typical builder’s contract includes waivers of these legal protections. These provisions may not be enforceable in certain states. You should ask that they be removed. Get an inspection before every warranty expiration date. Defects often take a season or more to become noticeable. Some defects are hard to detect, so it may be worth paying a professional to point out what the builder needs to fix. Keep track of the date yourself, and in preparation for any inspection, make a list of every problem you’ve observed. Something as apparently minor as a cracked tile could indicate a major problem, like a shifting foundation. 5. Don’t pay your money before the work is complete. The contract will include provisions concerning when the contractor is entitled to be paid in full and it’s not after all the work is completely done. Its customary for builders to be paid upon “substantial completion.” That phrase may be defined to mean something specific. Usually it’s when the home is complete enough that a temporary occupancy permit can be obtained, allowing you to move into the home. You may find yourself closing on the sale with many important aspects of your project incomplete such as landscaping, concrete work, front walks, driveways and decks. The contractor wants you to trust that they 1) come back to complete the work 2) in a timely fashion and 3) in a way that you’ll be satisfied with. Once they get their money, you’ll likely be less of a priority. The delays in getting to completion after closing can be quite frustrating for many new homeowners. Will builders negotiate their contract? Are builders willing to negotiate the terms of their contracts? It depends on a variety of factors such as how fast the development is selling, the current housing market and the builders’ own policies. To be up front with you – don’t expect builders to change much, if anything. Even if the builder says it will not negotiate, it’s worth discussing contractual issues before you sign. How the builder responds to you and its willingness to address your concerns before you sign is a good indicator of how responsive the builder will be to problems that arise during construction and after closing. Test their willingness to talk and hear you out. It’s all part of being a savvy shopper who makes informed decisions. Call Us Before You Sign If you have questions as you consider new construction, our experienced real estate attorneys would love to help. We can review your contracts and help you make an informed decision about your dream home.

It may be impossible to predict if or when a business arrangement will break down. Businesses often run into problems. Getting out of an LLC is not always neat or easy. It can be costly and time consuming, and the result may be like a bad divorce. If you are in a bad business situation and need to get out, here are a few things to consider. Why Might Someone Want to Leave a Business? There are several reasons why you might want to remove yourself from an LLC: 1. You want to start your own business, perhaps a competing business. It may be a violation of your company’s operating agreement or the common law duty of loyalty that you owe to the company if you were to compete with your own LLC’s business. In any event, if you were to take a business opportunity that is otherwise consistent with your LLC’s business and benefit from it on your own, your business partners will likely be very upset with you. 2. You no longer want to work with your business partners. Maybe there’s a personality clash or your vision for the business is no longer a match. 3. You are moving away and will be unable to contribute to or manage the business. 4. You have accepted a job that prohibits you from working a side hustle or for a competing business. 5. You are retiring. 6. Your partners are unwilling to invest the time or money necessary to make the business a success. How to Withdraw From Your LLC Under Pennsylvania law, any person has the power to disassociate (withdraw) as a member of an LLC at any time. It can be done “rightfully" or "wrongfully." It is done “wrongfully” if it is a breach of an express provision in the operating agreement for the LLC. Most operating agreements include provisions prohibiting members from withdrawing. If the operating agreement says nothing about withdrawal, then you can withdraw “rightfully” in accordance with Pennsylvania law. In the event of a “wrongful” withdrawal, the withdrawing member can be liable to the LLC and its members for damages associated with the withdrawal. To withdraw, follow these steps: 1. Gather information. Before you make your desire to withdraw known to your business partners, it is a good idea to gather information that you might need in the event of a dispute. You should pay particular attention to business liabilities that name you personally. These could be contracts, liens, commercial leases, promissory notes, lines of credit or any other document that has your name on it, that you signed or that you signed for as a guarantor. Consider also other forms of liability such as unpaid wages, money held in a trustee capacity that has yet to be paid to the obligor and outstanding tax liabilities. You will also want to identify anywhere your name appears in the LLC formation documents and determine whether your name was included on the IRS forms when the LLC’s tax identification or other tax documents were filed. 2. Determine whether the operating agreement for the company speaks to your right to withdraw and if so, a process for withdrawal. If your operating agreement does not contain a procedure for withdrawal, you must follow the procedure laid out in your state laws. The procedure in your operating agreement always takes precedence over state procedures. Note that if your operating agreement places limits on your ability to withdraw, doing so could be a violation of the agreement, putting you in breach. If you are in breach, you may have to pay damages to the LLC for your withdrawal. 3. Protect Yourself from Liabilities. If you have signed your name to any contracts or loans on behalf of the company, it is sometimes impossible to remove your name without causing your partner(s) significant disruption, work, and expense. The only way to ensure you are no longer liable will be to cancel the account or contract and have the company renegotiate it in a different name. If your partner(s) refuse to do this, you may still be liable, even if you properly notify the lender or contracting party that your name should be removed. For personal guarantees, you should advise the lender or vendor that your guarantee is invalid for any future advances or transactions on the guaranteed debt. You should do this in writing and mail it with some type of proof of mailing in the event you need to refer to it in future. 4. Follow the steps required by your operating agreement or state statutes. The usual practice is to require the member who is withdrawing to give the LLC written notice of the withdrawal. The letter, stating you are withdrawing and requesting your share of assets and income, should be signed by you and sent to all the other members. In your letter, you can request a vote by the LLC, approving your withdrawal and payout (if you are entitled to one). Suggest a Separation Agreement In virtually all circumstances, we recommend that you prepare a separation agreement for execution by all partners or members. The agreement should address a number of questions: What happens to the partnership’s assets? What happens to its liabilities? How are you going to be compensated for your ownership interest? What is the method of payment? How will your name be removed from any loans, contracts and other company obligations? If your name cannot be removed from all such documents, how will you be otherwise indemnified (protected in the event of a company default)? How will material breaches of the separation agreement be addressed? If it includes a long-term commitment, such as money paid to you over time, how will that be enforced— for example, do you have a right to audit? Ideally, the answers to many of these questions will be determined by the company’s operating agreement. It’s not guaranteed, however, because business associates often feel as if they do not have to have everything in writing. If your company used an online service to form your LLC, you probably have a very basic “cookie-cutter” operating agreement that does not address these complicated issues. There is no guarantee that your withdraw will be smooth. In particular, the details of how you will be protected from future liability can be quite tricky, and frequently require legal counsel even in an amicable separation. But however difficult, securing such protection for yourself is of paramount importance. The experienced business attorneys at Fiffik Law Group help members and shareholders of companies navigate the complex legal issues that arise in the event of business disputes or disagreements over the withdrawal of members. If you would like to speak with one of our attorneys, please contact us today.

Every company has information that is important to its business. This information could be financial in nature or perhaps substantive company records. No matter what the content of the information, it is likely a company wouldn’t want a competitor to obtain or use this information for its own benefit. Therefore, it goes without saying protecting company confidential information is crucial to the success of the business in the marketplace. The law defines a trade secret as information that must confer a competitive economic advantage when kept secret and be protected by its owner through reasonable measures to preserve its secrecy. Examples of trade secret items are: formulas, drawings, patterns, compilations of information, including customer lists, programs, devices, methods, techniques, or processes. Information readily available by independent discovery cannot be considered a trade secret. There are various measures that can be implemented to reduce the possibility of trade secrets being disclosed to outsiders. The most obvious includes requiring that your employees sign confidentiality, non-disclosure, and non-compete agreements at the outset of their employment with your company. This immediately sets the tone for the degree of confidentiality you expect from your employees. However, these agreements may be difficult to enforce if the operations of your company do not reflect your intentions to keep certain information confidential as a trade secret. Measures you may want to consider implementing are: Always identify for your employees the type of information that is protected as a trade secret. Mark the confidential documents clearly as “CONFIDENTIAL” or “TRADE SECRET”. Include information in your employee handbook on the trade secret protection policy and clearly state that unauthorized disclosure of trade secret information is grounds for discipline, including termination Restrict physical access to trade secret information. Advise employees as well as clients to keep confidential information in a safe place with safekeeping measures such as locks. Control access to trade secret data in computers with passwords and encryption. Disposal protocol such as document shredding. Limit access to confidential information. Review all documents leaving your company for trade secret exposure. Exit interviews should be prompt and include a reminder of confidentiality and non-compete agreements. You should also obtain new employer information if available. Departing employees should be reminded of the company’s trade secret policy, confidentiality clauses in employment agreements in the exit interview, post-separation correspondence, etc. It can be difficult to prove that the information disclosed could actually be considered trade secret information. Therefore, the more precautions that are in place, the less chance there is of an unauthorized disclosure and furthermore, the less chance that an unauthorized disclosure could be defended in a lawsuit. Your business is one of your most valuable assets. It’s important to you and your family. Having a plan to protect your trade secrets is a great way to ensure its value. The experienced business attorneys at Fiffik Law Group can prepare a business plan and help protect the hard work you’ve put in for your small business and family. Contact us today for a free consult.

Losing a loved one is never easy, and when coupled with a fraught estate distribution process, the situation can become even more challenging. When Pennsylvania residents prepare their wills, they designate an individual to serve as the executor to their estate. Executors have important duties – including distributing the decedent’s assets to the heirs and updating them on the status of the estate – and they are required to act in the best interests of the heirs. Unfortunately, executors do not always manage the estate with the utmost integrity and ability. In a recent case involving executor misconduct, Fiffik Law Group intervened to rectify the unjust distribution of an estate and successfully secured our client’s rightful inheritance. In this case, a father of two passed away, leaving behind an inheritance that included several properties in the Pittsburgh area as well as a lake house valued at over $500,000. He intended those properties to be divided between his children. The daughter was appointed as the executor of her father’s estate, so she had important legal duties and deadlines to meet regarding the estate distribution. Sadly, she provided virtually no information to her brother, our client, and refused to respond to his repeated requests for information. Not only did she distribute her father’s assets to herself and not her brother, but she also intentionally let the properties left to her brother accumulate debts and fall into disrepair while keeping up with the ones left to her. This unjust situation had been going on for years – the father passed away in 2017 and it was now 2022. Most probate proceedings are done in about a year. Realizing this had gone on for far too long, our client made the decision to retain Fiffik Law Group. We conducted an investigation and discovered that his sister had conveyed the father’s lake house to herself despite the fact that the father’s will specifically left it to her brother.  We filed a lawsuit to have her removed as executor and distribute our client’s inheritance to him, including the lake house. As a result of our actions, our client, as the rightful owner, received two of his father’s Pittsburgh-area properties valued at nearly $200,000 plus the $500,000 lake house. Don’t ignore the warning signs of executor misconduct; retain a probate litigation attorney immediately. Matters like these are usually fraught with intense emotions, often pitting family members against each other during times of grief. When so much is at stake, it’s critical to find an experienced probate attorney near you that you can trust to act in your best interest while handling your case with sensitivity and compassion. Contact Fiffik Law Group today or call 412-391-1014 for a free initial consultation on your matter.

Medicaid is a joint state and federal program that primarily provides health coverage to low-income or low-resource individuals. Due to the high monthly cost of skilled nursing care, Medicaid is the leading payer of nursing home care in the United States. However, it is a misconception that is solely caters to those with minimal resources. With strategic asset protection planning, there are ways to preserve assets while still meeting the eligibility criteria for Medicaid assistance. Most people worry about losing their life savings to a nursing home. Medicaid planning uses exemptions that allow you to keep some of your assets. We will focus on how an asset protection plan can minimize what you will have to pay to a nursing home in the event of a serious health event. Navigating Pennsylvania's Medicaid Guidelines In Pennsylvania, you are allowed to keep $45 of your income per month plus any amount you use to pay for health insurance; the rest of your income has to be paid toward the cost of your care. Countable Resources Your assets - including real estate, cash, investment accounts, retirement accounts, $1,500 of life insurance, vehicle and any business interests - are countable resources when applying for Medicaid. Exemptions Under current Medicaid laws, if you are married, you can exempt the house you live in, one vehicle, and your spouse can retain their retirement accounts and anywhere between $29,724 and $148,620 of the joint assets depending upon the total amount of your combined assets. (This figure changes yearly.) These exempt assets would not count toward your Medicaid eligibility. Anything over this calculated number could be put into an asset protection trust and protected from nursing home costs and fully protected - IF you plan ahead. "Look Back" Period Medicaid has a five year (60 month) “look back” period and will penalize you for any gifts or uncompensated transfers you make during that time, even transfers to most types of trusts. If you put your asset protection plan in place while you are healthy, the hope is you won’t need skilled care for at least 5 years and 1 day from when you funded the trust. During this period, the assets in the trust are not counted as available resources, and as a result, you would become eligible for Medicaid benefits more quickly and preserve your assets for your family. If you experience a health crisis, you'll need to pay the nursing home privately for a period based on the "penalty period," which depends on the unprotected asset. However, this amount will likely be much less than your total asset value. The duration of this payment period is calculated using care costs and how long you stay healthy. So, timing is important. Any delay in finalizing your asset protection plan could postpone when your assets are fully secure. If you require care between funding the plan and the five-year lookback period's end, you might still be able to safeguard a portion of the at-risk assets. The Asset Protection Plan Asset protection doesn’t begin until you actually complete your asset protection plan. So, what does an asset protection plan look like? Asset Protection Trust The plan consists of an asset protection trust, in which you can control the assets, but can’t have direct access to them. Giving up direct access to the assets in the trust keeps creditors and predators away. It may be uncomfortable to think about giving up access to assets, but you may always have complete control. If you do need access to an asset in the trust, you always have the ability to make distributions to someone other than yourself. Revocable Living Trust You can combine the asset protection trust with a revocable living trust, over which you have full control and access to the assets. Anything in the revocable living trust would be a countable asset at the time of a Medicaid application, but there are other strategies to reduce the amount you may need to private pay to a nursing home. Both of these trusts, either alone or in conjunction with one another, will avoid the probate process for the assets contained in the trust, keeping your affairs private and out of court. In addition to protecting your assets during life, asset protection plans can provide tremendous value for your loved ones when you’re gone. Your plan can protect assets from the creditors and predators of your beneficiaries, yet still provide access to the inherited assets through a friendly Trustee. As you navigate the world of Medicaid and asset protection planning, we're here to offer guidance tailored to your needs. Contact us today for a personalized consultation.

Today’s employees are frequently asked to use their own mobile phones for work. 87% of companies expect their employees to use their personal devices for work purposes and that number is expected to increase. Increasingly, not using your own phone for work seems odd. Using your personal cell phone for work purposes can benefit you in some ways, while it may present challenges in others. Let’s look at a few pros and cons of using your personal cell phone for work. Pros of Using a Personal Cell Phone at Work Cons of Using a Personal Phone for Work Using a personal phone for work isn't ideal for everyone. Some may face challenges involving the following issues: Think Before you Say “Yes” Before you agree to use your personal phone for work, you should ask your employer some questions. Does your employer have a “Bring Your Own Device” (BYOD) policy? If so, you should read it. Will your employer reimburse you for costs relating to your phone? Some employers pay a flat reimbursement rate per month. Try and negotiate that up front. Ask your employer for communication apps so that you do not have to give your personal number out to customers and others. Be very careful about using your device to access confidential company information.

When you pass away, it may be necessary for your family to visit a probate court to claim the inheritance you left behind. If you own a house, car, bank account, investment account or any other possessions you wish to pass on after your death, your family could be in store for a long probate court process. It doesn’t have to be that way. What is probate? While probate isn’t always complex or contentious, it is important to understand the process, particularly if you want your family to have access to your assets with minimal delay and expense after you pass away. In simple terms, probate is the legal process for distributing your property upon your death. When you own an asset, it is generally titled in your name to indicate your legal right of ownership and control. For example, if you own a home, you have a deed that lists you as the owner. If you sell the home while you’re alive, you will sign a deed transferring title from yourself as the seller to the buyer. But if you were deceased, who would have permission to conduct this transfer on your behalf? In Pennsylvania, we call this person your Personal Representative and they are generally named in your Last Will and Testament. Your Personal Representative, often called an “Executor”, will need to submit forms to the Orphans’ Court in a process known as Probate to get permission for the transfer of the deed. This is the only way ownership and control over your assets can be transferred to your family. Without the probate process, nobody can access or control your assets. Why should you avoid probate? Here are some common complaints about probate. 1. Probate can be slow The process typically does not get started until a month or more after your date of death. That’s a month during which your family has no legal access to your assets for their own support or to pay your debts. A month during which bad actors can get into your house and clean it out without anyone having the authority to stop them. Once started, in most cases probate takes at least a year to complete. It involves a series of court-supervised steps, including submitting the will to the court, inventorying and appraising assets, notifying creditors and beneficiaries, filing tax returns and paying taxes, settling outstanding debts, and more. Probate can take months or even years to complete, and until the estate is fully administered, family members may not be able to receive possession of assets and property left behind. For example, if you pass away, your loved ones may not be able to move into your house, renovate it, or sell it until probate is done. 2. Probate can be expensive Costs vary from state to state, but probate generally entails executor and attorney fees, court fees and other administrative expenses, such as appraiser’s fees. Conservatively, fees and costs will be between 5-10% of the value of your assets. For an estate valued at $500,000 (which isn’t difficult if you own a home), fees and costs will likely exceed $25,000. Does that sound like a lot of money? It is. In some cases, these charges can accumulate quickly. If there is a dispute over the will, or conflict among family members or with creditors, litigation may need to occur, which is expensive and can deplete the estate. You’ve worked hard to leave an inheritance for your family, and you want to make sure they are taken care of when you’re gone. When you avoid probate, you can keep your hard-earned assets from being depleted by these unnecessary costs 3. Probate is not private Since probate is a legal proceeding, what goes on in probate court does not stay there. All the material in the probate process goes into the public record. Things in your Will that you’d prefer not be public, such as a broken relationship, secret relationship or family member with substance abuse history, will be made public. The assets that you own, the value of your assets and any messy arguments among your family will be there for everyone to see. How can you avoid probate? Here are 3 ways you can take to avoid probate. 1. Name beneficiaries on all of your accounts Many of your financial accounts allow you to designate a beneficiary who will be payable upon death. This means all the proceeds from your accounts will be given to them rather than going through probate after you pass. Certain accounts are referred to as a “payable on death” accounts while non-retirement investments are known as “transfer on death” accounts and include: Bank accounts Brokerage accounts Life insurance policies 401k plans IRA accounts We like to call this “DIY” estate planning. The do-it-yourself ethos is one we heartily applaud. Most services provided by attorneys are not cheap, so the notion of taking care of certain things on your own to save a few bucks is appealing. But sometimes the DIY route can wind up costing you a lot more in the end. Read: 5 Reasons Why DIY Estate Planning Can be a Big Mistake 2. Co-ownership of property Holding property jointly allows the property to transfer directly to the surviving owner. During your lifetime, you can retitle a property deed to share ownership as joint tenants with a loved one to whom you'd like to pass the ownership to after your death. You can put someone’s name on an account and if they survive you, the money in the account will pass to them without probate. But co-ownership comes with a complex set of issues and pitfalls. Before you add someone to an account or deed, weigh these considerations. Read: Co-Ownership of Property: Think Twice Before You Do It 3. Set up a living revocable trust A great way to avoid probate is to create a trust. A trust outlines what will be done in terms of asset distribution without the courts being involved. While a will distributes your assets and property after your death, a trust allows you to place your assets and property “in trust” while you’re alive so they will not require distribution after your death. You will personally appoint yourself as trustee to manage your trust while you’re alive. If you become disabled, your successor trustee can manage the assets in the trust while you’re alive for your benefit. This avoids complications over powers of attorney or expensive guardianship proceedings. After you pass away, your successor trustee follow your instructions in the trust to manage and distribute your assets to your family. Besides avoiding probate, a trust makes a smart estate planning tool because: A trust is private. Probate records are public court records, which means that anyone can look up how your assets and properties were distributed in a will following your death. None of this information will be publicly available when you create a trust because your beneficiaries will not need to go through the court system. Trusts can be less expensive. Your estate will need to pay for the court fees associated with probate, which can cost anywhere from 5% to 10% of your total estate. You do have to hire a lawyer to set up a trust, but the costs of setting one up are far less than 5-10% of your estate that will not go to your family if you go through probate. Trust assets pass to your family faster. Probate is a process that may require a year or more. Your beneficiaries may need to wait a substantial time to receive what you leave them, which could put them in financial strain. With a trust, as soon as you pass away, your trustee has access and control of your assets in the trust. Your trustee doesn’t need to be appointed by the court to carry out your instructions. Since a trust avoids probate, distributions take only a few weeks instead of several months or years. Let’s talk about what’s right for your family Many people don’t want to think about their death, and understandably so – it can be frustrating, and sad, and even scary to think about your family having to make do without you to provide for them. However, no one is guaranteed tomorrow. If you pass away without planning ahead, you could leave your family in a difficult financial situation, and that’s not the kind of legacy you want to leave behind. Avoiding probate is a time-sensitive matter! The experienced estate planning attorneys Fiffik Law Group can help you get your affairs in order with the least amount of stress and maximum amount of protection possible. Call today to request a free consultation and learn more about how we can serve you!