Anderson Leavitt LLC Anderson Leavitt LLC 2026-08-17T16:38:08Z https://www.andersonleavitt.com/feed/atom/ WordPress /wp-content/uploads/sites/1103008/2023/02/cropped-AL-site-icon-32x32.png On Behalf of Anderson Leavitt LLC <![CDATA[What Should You Review Before Buying Tenant Occupied Property?]]> https://www.andersonleavitt.com/?p=47722 2026-08-17T16:38:08Z 2026-08-17T16:38:08Z Examine existing lease terms The written lease provides the clearest starting point. Rent amounts show the income due from tenants, while expiration dates indicate when occupancy may change. Renewal and early termination provisions affect how soon you can alter the space or recover possession. The original documents do not always show the full picture. Pennsylvania permits oral leases of up to three years, so payment histories and tenant confirmations may reveal enforceable arrangements that written records omit. Because state law generally gives you the same landlord rights and duties as the prior owner, those commitments may remain part of the tenancy after ownership changes.

Verify the reported operating income

The rent roll lists what the seller claims each unit earns, so check it line by line against the signed leases and the payment records. Confirm that the stated rents match binding obligations and that tenants pay on time. Then request that each tenant sign an estoppel certificate confirming the current rent, the security deposit held and any existing landlord default. Beyond rent, review the operating costs, property taxes, utilities, repairs and service contracts. A property with strong reported income can still cost you more than it returns once you cover the full expense of operating it. The building’s physical condition also matters because defects can create additional expenses and legal duties. An inspection may identify problems with the roof, major systems (HVAC, elevators) or occupied spaces, but responsibility for repairs depends on the leases, applicable codes and any habitability requirements. A tenant’s earlier acceptance of a defect does not settle that question.

Investigate the property's legal status

Before closing the deal, the central question is whether the ownership interest matches what you agreed to buy. A title search can reveal recorded mortgages or tax and judgment liens that affect the transfer as well as easements that limit access or use. The purchase agreement addresses those financial claims, while a survey may uncover boundary issues or encroachments that require attention before completion.

Finalize the purchase terms prior to close

Due diligence will impact price, closing contingencies and indemnification requirements based upon what is uncovered during the due diligence process.   Attorneys frequently amend the real estate purchase agreement based upon what is learned during due diligence so the the agreement of sale better reflects the risks of the transaction.]]> On Behalf of Anderson Leavitt LLC <![CDATA[Who Decides Major Business Decisions in a Partnership?]]> https://www.andersonleavitt.com/?p=47692 2026-07-15T17:48:17Z 2026-07-22T15:00:12Z a business with someone you trust often feels simple. As your business grows, though, bigger decisions may become harder to make. Questions about borrowing money, signing major contracts or expanding the business can sometimes lead to disagreements. Knowing who has the authority to make these decisions may help you avoid conflict and keep your business on track.

What determines who makes major decisions?

Your partnership agreement often provides the answer. Many agreements explain who may handle daily business activities and which decisions require approval from all or most partners. If your agreement does not cover a specific issue, Pennsylvania law may help fill the gap. Under Pennsylvania's Uniform Partnership Act of 2016, each partner generally has equal rights to help manage the partnership. Partners usually decide routine business issues by a majority vote. However, decisions outside the normal course of business may require every partner to agree. Your partnership agreement may create its own voting rules, as long as they follow Pennsylvania law, since every partnership is different.

Which decisions often require partner approval?

Some business decisions carry more risk than others. Depending on your partnership agreement, partners may need to approve decisions such as:
  • Signing a major contract
  • Borrowing a large amount of money
  • Opening a new business location
  • Bringing in a new partner
  • Selling important business property
  • Merging with another business
Clear voting rules may help everyone understand when a matter requires approval and reduce confusion before important decisions arise.

Why do partners owe duties to each other?

Partners generally have a duty to act honestly and look out for the partnership's interests. These responsibilities may help build trust and encourage partners to make decisions that benefit the business instead of themselves. For example, a partner may need to share a conflict of interest, avoid competing with the business or provide important information before asking the other partners to approve a major decision. Taking these steps may help reduce misunderstandings and disagreements.

How can a partnership agreement help prevent disputes?

A well written partnership agreement may do more than explain who owns the business. It may also set clear rules for making decisions and handling disagreements before they become larger problems. Your agreement might explain:
  • How many votes major decisions require
  • How partners break a tie vote
  • What authority each partner has
  • How partners should resolve disputes
  • When a partner may buy out another partner
When everyone understands these rules, partners may find it easier to work through difficult decisions.

Clear rules can support a stronger partnership

Disagreements may happen in any partnership. When you understand your voting rights, your role in managing the business and your responsibilities to the other partners, you may feel more prepared to handle important decisions. A well written partnership agreement could provide a clear process for making decisions while helping protect both the business and the interests of everyone involved.]]> On Behalf of Anderson Leavitt LLC <![CDATA[5 Contract Loopholes in Vendor Agreements You Must Watch Out For]]> https://www.andersonleavitt.com/?p=47681 2026-07-13T21:57:20Z 2026-07-13T20:51:29Z Vendors write most vendor agreements to protect themselves, not you. As a Philadelphia business owner, you have the power to change that. The key is to look past the price tag and carefully review the fine print before you sign. Hence, knowing what to look for gives you the upper hand.

Why a binding vendor agreement matters

A vendor agreement is a legally binding contract between your business and a supplier or service provider. It outlines the deliverables, payment terms and responsibilities of each party. In Philadelphia, a well-structured vendor agreement helps prevent costly disputes and keeps business transactions running smoothly. Therefore, understanding what makes a strong contract is the first step toward protecting your business and your investment.

Five loopholes that can put your business at risk

Once you understand why vendor agreements matter, the next step is knowing where they can fall short. Many standard contracts contain subtle gaps that favor the vendor. Here are five common loopholes to watch for before you sign:
  • Vague scope of work: Without specific milestones and timelines, it is hard to hold a vendor accountable for subpar work. Make sure the contract spells out specific and measurable deliverables.
  • Ambiguous payment terms: A contract that does not lock in pricing can expose you to unexpected rate increases. Require fixed pricing that covers the full duration of the agreement.
  • One-sided termination clauses: Some contracts allow the vendor to exit at any time, while you must go through a lengthy process to do the same. Negotiate for equal termination rights for both parties.
  • Limitation of Loss and indemnification: A limitation of loss clause can limit your ability to recover losses that vendor errors cause. In many instances, vendors try to limit the amount of loss so that it does not exceed the amount they were paid.  Make sure the indemnification terms are fair and reflect the actual risks of the engagement .
  • Weak confidentiality and data protections: Watch for language that allows vendors to use your information for broad business purposes. Restrict data use strictly to the purpose of the agreement.
These five loopholes are common, but you can prevent all of them. With the right legal guidance, you can address each one before you sign a contract.

Protect your business before you sign

Reading the fine print is one of the smartest decisions you can make for your Philadelphia business. Every vendor agreement you sign either protects your investment or puts it at risk. The good news is that once you know what to look for, you can resolve most contract issues with ease. Taking the time to review each agreement thoroughly gives you greater confidence, stronger vendor relationships and better protection for your bottom line.]]> On Behalf of Anderson Leavitt LLC <![CDATA[5 Signs of Minority Shareholder Oppression in Pennsylvania Businesses]]> https://www.andersonleavitt.com/?p=47671 2026-03-17T12:50:40Z 2026-03-17T12:50:40Z If you are a minority shareholder in a Pennsylvania closely held corporation, you may find yourself wondering whether the actions of majority owners cross a legal line. Shareholder oppression is one of the most common business disputes in Pennsylvania — and it can be difficult to recognize until significant harm has already been done. Pennsylvania courts evaluate these disputes by examining a shareholder’s reasonable expectations at the time they invested — including expectations around management participation, access to financial information, and sharing in company profits. When majority shareholders deliberately undermine those expectations, a legal claim for shareholder oppression may arise under Pennsylvania law. Below are five warning signs that minority shareholder oppression may be occurring in your Pennsylvania business — along with additional tactics to watch for.

Sign #1: You Are Being Frozen Out of the Business

One of the clearest indicators of minority shareholder oppression in Pennsylvania is when majority owners begin excluding you from the company’s governance and day-to-day operations. In closely held businesses, most shareholders expect meaningful involvement — not just a passive ownership stake. Watch for these freeze-out warning signs:
  • You are no longer invited to — or informed of — shareholder or board meetings
  • Major business decisions are made without your knowledge or input
  • Your ability to vote on key matters or elect directors is blocked or ignored
  • Your role in management has been reduced, reassigned, or eliminated entirely
If you have gone from being an active participant in your company to feeling like an outsider, that shift alone may be legally significant.

Sign #2: The Company Is Withholding Financial Information From You

Pennsylvania law generally protects shareholders&#39; right to access company records. Under 15 Pa.C.S. §1508, shareholders may inspect certain corporate records upon making a proper written request for a legitimate purpose. When majority owners obstruct that right, it may signal oppressive intent. Common forms of financial stonewalling include:
  • Refusing to provide financial statements, balance sheets, or profit-and-loss reports
  • Delaying or ignoring formal requests to inspect the company’s books and records
  • Restricting your access to accounting records, bank statements, or tax filings
  • Failing to hold required annual meetings where financial performance is reported
Without access to financial information, you cannot determine whether your investment is being managed responsibly — or whether company funds are being diverted.

Sign #3: Compensation and Profits Are Being Manipulated

In many Pennsylvania closely held corporations, profits are distributed through salaries and bonuses rather than formal dividends. Majority shareholders can exploit this structure to redirect company earnings to themselves while cutting minority owners out financially. Red flags involving compensation manipulation:
  • Controlling shareholders receive outsized salaries, bonuses, or perks not tied to performance
  • Insiders approve compensation packages for themselves without shareholder input
  • The company claims financial losses or limited cash flow while increasing executive pay
  • Dividend payments are suspended or reduced at the same time majority owners receive windfalls
This tactic — sometimes called “dividend suppression” — effectively allows controlling shareholders to profit from the business while leaving minority owners with little or no return on their investment.

Sign #4: Your Ownership Interest or Voting Rights Are Being Diluted

Majority shareholders in Pennsylvania corporations may also take steps to reduce your ownership stake or weaken your influence over company decisions. Even when these actions appear to be taken under proper corporate authority, they may still constitute oppression if their true purpose is to harm or pressure minority owners. Tactics used to dilute minority ownership:
  • Issuing new shares primarily to insiders or affiliated parties to reduce your percentage
  • Amending bylaws or the shareholders’ agreement to strip away minority protections
  • Altering voting structures to strip minority shareholders of meaningful voting power
  • Restructuring the company in ways that diminish your economic or governance rights
These structural changes can make it nearly impossible for you to effectively protect your interests — or force you to sell your shares at an unfair price.

Sign #5: You Are Being Pushed Out or Retaliated Against

In Pennsylvania closely held corporations, shareholders often serve dual roles — as owners and as employees or managers. This overlap creates an opportunity for majority owners to weaponize employment decisions against minority shareholders who raise concerns or push back. Signs of retaliation or a squeeze-out in progress:
  • You are terminated from employment after questioning a management decision
  • Your title, responsibilities, or salary are reduced without a legitimate business reason
  • You are removed from management positions after raising concerns about company finances
  • Your access to company systems, clients, or information is revoked without explanation
Under 15 Pa.C.S. §1767, Pennsylvania courts have authority to intervene when those in control of a corporation engage in illegal, fraudulent, or oppressive conduct — including retaliatory employment actions taken against minority shareholder-employees. This type of squeeze-out is designed to make your position in the company untenable, with the goal of forcing you to sell your ownership interest at a deeply discounted price.

Other Tactics That May Indicate Shareholder Oppression in Pennsylvania

Beyond the five primary warning signs above, Pennsylvania courts have recognized several other patterns of conduct that may support a shareholder oppression claim.

Self-Dealing and Conflicts of Interest

Majority shareholders owe fiduciary duties to the corporation and to fellow shareholders. When they use company assets or opportunities for personal benefit — directing business to companies they own, approving insider contracts, or using corporate funds for personal gain — those actions may violate those duties and contribute to an oppression claim.

Pressure to Sell at Below-Market Value

A common end-goal of many oppression tactics is to pressure a minority shareholder into selling their interest far below fair market value. If the combination of freeze-outs, compensation manipulation, and retaliation is designed to make you want to exit the business, that pattern may constitute an unlawful squeeze-out under Pennsylvania law.

What Should You Do If You Suspect Shareholder Oppression in Pennsylvania?

Shareholder oppression cases rarely hinge on a single incident. Courts look for patterns — cumulative conduct that, taken together, defeats a minority shareholder’s reasonable expectations. That means documentation is critical from the moment you first notice a problem. Steps to take right away:
  • Save all relevant emails, meeting notices, and written communications
  • Keep a written log of decisions you were excluded from and dates you were denied information
  • Document any compensation changes, dividend suspensions, or unexplained financial decisions
  • Gather copies of the Shareholders' Agreement, corporate bylaws, and Articles of Incorporation
  • Note any employment changes — especially those that followed your raising of concerns
Depending on the circumstances, Pennsylvania courts may order remedies including a judicially supervised buyout of your interest at fair market value, financial damages, or other equitable relief designed to restore your rights as a shareholder.

Talk to a Pennsylvania Shareholder Oppression Attorney

If you believe your rights as a minority shareholder are being violated, you do not have to navigate this alone. Pennsylvania business law provides real protections — but acting quickly to preserve evidence and understand your options matters. Contact us at 484-535-7080 to speak with an experienced Pennsylvania business attorney about your situation.

Frequently Asked Questions About Minority Shareholder Oppression in Pennsylvania

What is minority shareholder oppression under Pennsylvania law?

Pennsylvania law recognizes shareholder oppression when those in control of a closely held corporation engage in conduct that defeats the reasonable expectations of minority owners — such as excluding them from management, withholding profits, or forcing them out of the company. Courts evaluate these claims under 15 Pa.C.S. §1767, which authorizes judicial intervention in cases of illegal, fraudulent, or oppressive conduct.

How do I know if my shareholder rights are being violated?

Common warning signs include being excluded from meetings, denied access to financial records, subjected to compensation manipulation, having your ownership interest diluted, or being terminated from employment after raising concerns. A pattern of these behaviors — rather than a single incident — is typically what courts look for.

Can a minority shareholder be forced out of a Pennsylvania company?

Majority shareholders cannot simply vote a minority owner out of the company. However, they may use indirect tactics to pressure a minority shareholder into selling — a strategy known as a squeeze-out or freeze-out. Pennsylvania law may provide remedies if these tactics are used oppressively.

What remedies are available to minority shareholders in Pennsylvania?

Depending on the facts, courts may order a buyout of your interest at fair market value, award monetary damages, issue injunctive relief, or appoint a custodian to oversee the company’s operations. An experienced Pennsylvania business attorney can help evaluate which remedies may apply to your situation. Disclaimer: This article is provided for informational purposes only and does not constitute legal advice. Reading this content does not create an attorney-client relationship. Laws may change; consult a qualified Pennsylvania business attorney for advice specific to your situation.]]> by Anderson Leavitt LLC <![CDATA[ALERT: FinCen Issues Interim Final Rule that Exempts U.S. Entities From Filing BOI Reports Under CTA]]> https://www.andersonleavitt.com/?p=47611 2025-05-05T07:11:48Z 2025-03-26T15:19:14Z FinCen Issues Interim Final Rule - U.S. Entities Exempt from Filing BOI under CTA • Earlier this week, the Financial Crimes Enforcement Network (FinCen) issued a final interim rule that exempted U.S. entities from filing beneficial ownership information under the Corporate Transparency Act (CTA).

Nonexempt Foreign Reporting Companies - Still Must File BOI with FinCen

• Nonexempt foreign reporting companies registered to do business in the United States must, in most circumstances, still file beneficial ownership information (BOI) with FinCen within thirty (30) days after their registration to do business is effective.

If you have any questions regarding compliance, or any other aspect of your business, please feel free to contact Doug Leavitt at Anderson Leavitt.

This entry is presented for informational purposes only and is not intended to constitute legal advice.

]]> by Doug Leavitt <![CDATA[Letter of Intent (LOI): A Key Step in Buying or Selling a Business]]> https://www.andersonleavitt.com/?p=47586 2025-05-05T06:09:34Z 2025-03-20T14:07:13Z A formal business Letter of Intent (LOI) used in agreements and negotiations.[/caption] A Letter of Intent (LOI) is a crucial document for any business transaction, whether you are buying or selling a company. It sets the foundation for negotiations and helps ensure both parties are aligned before moving forward with a formal contract. While an LOI is not always legally binding, it clarifies key deal terms, reducing misunderstandings and costly disputes.

Why Is a Letter of Intent Important?

For business buyers and sellers, an LOI helps:
  • Outline key terms before drafting a purchase agreement.
  • Prevent the business from being sold to another party (via exclusivity clauses).
  • Allow the buyer to conduct due diligence with confidence.
  • Provide a structured framework that streamlines negotiations.

Key Components of a Business LOI

1. Binding vs. Non-Binding Terms

  • Non-Binding: The majority of LOI terms, including the purchase price and assets included, remain non-binding until a final agreement is signed.
  • Binding: Certain clauses—such as confidentiality and exclusivity—are often legally binding to protect both parties.

2. Purchase Price & Payment Terms

  • Clearly define the total purchase price and the payment structure (e.g., cash, financing, stock, or an earn-out agreement).
  • If financing is required, specify contingency terms.

3. Due Diligence Period

  • Buyers need access to financial records, contracts, leases, and tax documents.
  • The LOI should outline an exclusivity period during which the seller cannot negotiate with other buyers.

4. Excluded Assets & Liabilities

  • Identify assets not included in the sale, such as cash, personal vehicles, or specific equipment.
  • Exclude liabilities such as outstanding debts or employee-related obligations.

5. Closing Conditions & Contingencies

  • Common conditions include:

6. Restrictive Covenants

  • Many LOIs include non-compete and non-solicitation clauses, preventing the seller from starting a competing business after the sale.

FAQs: Letters of Intent for Business Transactions

Q: Is a letter of intent legally binding?

A: Most LOIs are not legally binding, but certain clauses—such as confidentiality and exclusivity—may be enforceable.

Q: Do I need a lawyer to draft an LOI?

A: Yes. A business attorney ensures your interests are protected and helps avoid costly legal mistakes.

Q: Can a letter of intent be revoked?

A: Yes, unless specific binding clauses state otherwise. However, revoking an LOI after extensive negotiations may harm business relationships.

Why Work with Anderson Leavitt?

Navigating a business transaction without legal guidance can lead to costly mistakes. At Anderson Leavitt, our Pennsylvania business attorneys have extensive experience assisting business owners with LOIs, negotiations, and purchase agreements. 📞 Contact us today for a consultation on your business transaction. This entry is presented for informational purposes only and is not intended to constitute legal advice.]]> by Doug Leavitt <![CDATA[NEW JERSEY PAY TRANSPARENCY LAW EFFECTIVE JUNE 1, 2025]]> https://www.andersonleavitt.com/?p=47575 2025-03-03T18:04:15Z 2025-03-03T18:04:15Z Pay Transparency Requirements for New Jersey Job Postings The Pay Transparency Law requires covered New Jersey Employers to disclose the hourly wage or salary or a range of the hourly wage or salary, and a general description of the benefits and other compensation available during the first year of employment.  The law also requires employers to make reasonable efforts to post internally or make otherwise known to existing employees opportunities within their department that are advertised internally or externally.  The foregoing does not apply to internal promotions based upon performance or years of service.

Covered New Jersey Employers

New Jersey employers with 10 or more employees over 20 calendar weeks are covered under the new law.  Unfortunately, the law does not specify if the 10 employee minimum includes employees that are not located in New Jersey.  For example, a small employer with 9 employees located in New Jersey may fall under this law if it has a 10th employee who works from home who lives in Pennsylvania.

Enforcement of New Jersey Pay Transparency Law

The Commissioner of Labor and Workforce Development has responsibility to enforce compliance with the New Jersey Pay Transparency Law.  There is no private right of action.  A first time offense will result in a civil fine in the amount of $300 and all future violations will be fined at $600 for each offense thereafter.

Employers Next Steps

Employers should meet internally with human resources or whoever is in charge of hiring and familiarize staff with these new legal requirements.  Make sure if you work with recruiters that they are also familiar with the new requirements.   If you have any questions regarding compliance with the New Jersey Pay Transparency Law, or any other aspect of your business, please feel free to contact any of our business attorneys at [nap_names id="FIRM-NAME-3"]. This entry is presented for informational purposes only and is not intended to constitute legal advice.]]> by Doug Leavitt <![CDATA[ALERT : CORPORATE TRANSPARENCY ACT : FinCEN REINSTATES BENEFICIAL OWNERSHIP REPORTING]]> https://www.andersonleavitt.com/?p=47565 2025-05-05T07:14:03Z 2025-02-25T19:36:19Z FinCen reinstates BOI reporting deadline as follows: • For the vast majority of reporting companies, the new deadline to file an initial, updated, and/or corrected BOI report is now March 21, 2025. FinCEN will provide an update before then of any further modification of this deadline, recognizing that reporting companies may need additional time to comply with their BOI reporting obligations once this update is provided. • Reporting companies that were previously given a reporting deadline later than the March 21, 2025 deadline must file their initial BOI report by that later deadline. For example, if a company’s reporting deadline is in April 2025 because it qualifies for certain disaster relief extensions, it should follow the April deadline, not the March deadline. (FIN-2025-CTA1  2/18/2025)

If you have any questions regarding compliance, or any other aspect of your business, please feel free to contact Doug Leavitt at Anderson Leavitt.

This entry is presented for informational purposes only and is not intended to constitute legal advice.

]]> by Anderson Leavitt LLC <![CDATA[ALERT : CORPORATE TRANSPARENCY ACT : BENEFICIAL OWNERSHIP REPORTING ON HOLD]]> https://www.andersonleavitt.com/?p=47545 2025-03-21T21:04:03Z 2025-01-27T19:17:46Z FinCen): In light of a recent federal court order, reporting companies are not currently required to file beneficial ownership information with FinCEN and are not subject to liability if they fail to do so while the order remains in force. However, reporting companies may continue to voluntarily submit beneficial ownership information reports. On January 23, 2025, the Supreme Court granted the government’s motion to stay a nationwide injunction issued by a federal judge in Texas (Texas Top Cop Shop, Inc. v. McHenry—formerly, Texas Top Cop Shop v. Garland). As a separate nationwide order issued by a different federal judge in Texas (Smith v. U.S. Department of the Treasury) still remains in place, reporting companies are not currently required to file beneficial ownership information with FinCEN despite the Supreme Court’s action in Texas Top Cop Shop. Reporting companies also are not subject to liability if they fail to file this information while the Smith order remains in force. However, reporting companies may continue to voluntarily submit beneficial ownership information reports. If you have any questions regarding compliance, or any other aspect of your business, please feel free to contact Doug Leavitt at Anderson Leavitt. This entry is presented for informational purposes only and is not intended to constitute legal advice.]]> by Doug Leavitt <![CDATA[CORPORATE TRANSPARENCY ACT – BENEFICIAL OWNERSHIP REPORTING REQUIRED]]> https://www.andersonleavitt.com/?p=47534 2025-05-05T07:12:52Z 2024-12-27T20:16:51Z blog  posted earlier this month, Anderson Leavitt LLC informed its readers that a the Texas court issued a nationwide injunction enjoining the U.S. Treasury Department’s Financial Crimes Enforcement Network (“FinCen”) from enforcing beneficial ownership information ("BOI") reporting requirements under the Corporate Transparency Act's ("CTA").  As a result, business entities did not have to report BOI to FinCen by year end under the CTA..

Nationwide Injunction Lifted

On December 23, 2024, the Fifth Circuit Court of Appeals granted the  US Government's motion to stay the nationwide judgment with the result being that BOI reporting requirements under the CTA are reinstated.

New  Reporting Company BOI deadlines:

  • Reporting company created or registered prior to January 1, 2024: new reporting deadline is January 13, 2025 (would otherwise have been required to report by January 1, 2025).

  • Reporting company created or registered in the U.S. on or after September 4, 2024, that had a filing deadline between December 3, 2024, and December 23, 2024: new reporting deadline is January 13, 2025.

  • Reporting company created or registered in the U.S. on or after December 3, 2024, and on or before December 23, 2024: reporting deadline extended an additional 21 days from original filing deadline.

  • Reporting company created or registered in the U.S. on or after January 1, 2025: reporting deadline is 30 days after receiving actual or public notice that creation or registration is effective.

If you have any questions regarding compliance, or any other aspect of your business, please feel free to contact Doug Leavitt at Anderson Leavitt. This entry is presented for informational purposes only and is not intended to constitute legal advice.]]>