At Schiller, Pittenger & Galvin, P. C., our team of New Jersey business law attorneys handles a variety of commercial matters for large and small businesses and individuals throughout the state.
GENERAL BUSINESS COUNSELING
The business law lawyers at Schiller, Pittenger & Galvin, P.C., routinely counsel our business clients on an “as-needed” basis.
We field calls almost daily from our business clients on personnel issues, transactional matters, inquiries from local and state agencies, and more. We analyze the issue and work with the client to come up with a cost-effective solution. This allows the managers and officers to run the day-to-day operations of their business without the interference of nagging legal issues.
AUTO DEALERSHIP LAW
A significant portion of our firm’s business law practice is devoted to representing automobile dealerships in all aspects of their operations.
We pride ourselves on the ability to understand the nuances of the automobile dealership industry, and we are cognizant of those needs when offering advice to owners, dealer operators, and general managers.
Located only miles from Route 22, we can provide the attention and responsiveness of a dealership’s in-house attorney. At the same time, our diverse, experienced team is capable of providing “big law” legal services to dealerships. We are a one-stop law firm for dealerships to have their employment, commercial, real estate, and compliance issues addressed and resolved.
The attorneys at our firm have represented clients involved in the purchase or disposition of automobile franchises for over three decades.
We represent auto dealers and other businesses in the defense of consumer fraud actions, advertising violations, and other similar claims.
We are proud to say that our firm played a major role in assisting the New Jersey Coalition of Automobile Retailers in effectuating key changes to the New Jersey Franchise Practice Act, which provided auto dealers with greater protection against arbitrary manufacturer conduct.
Schiller, Pittenger & Galvin, P.C. also performs compliance audits and in-house seminars for dealers and their staff to ensure each dealer maintains compliance with applicable State and Federal statutes, rules, and regulations.
CORPORATE FINANCE TRANSACTIONS
We assist business owners in finding, structuring, negotiating, and closing financing arrangements of all types. This includes bank financing, private equity and/or debt financing, and venture capital financing.
We represent banks, other financial institutions, and borrowers. Many of our repeat clients are auto dealerships throughout the state.
Our experienced New Jersey business law attorneys guide all phases of the loan process. These include asset-based loans and real estate loans, letters of credit, floor planning, and leveraged buy-outs.
We regularly represent lenders and business clients in various loans. These include commercial loans, Small Business Administration (SBA) guaranteed loans, floor financing, and other business loans.
On the banking side, our attorneys review a commitment letter and/or SBA Authorization and prepare a checklist of items to be submitted by the borrower to document the loan. These items regularly include title commitments, surveys, searches, entity documents, insurance, leases, and franchise agreements.
We review these documents to ensure compliance with the lender’s requirements. Closing checklists are updated as we receive documents. In that manner, we work diligently to keep all parties current on the status of the checklist items.
We then prepare loan documents and represent the lender at the closing.
On the borrower side, our attorneys help clients gather the documents on the lender’s checklist and coordinate all items with the lender’s counsel. We prepare any loan transaction documents the borrower is required to submit.
We review the lender’s loan documents to confirm that they accurately reflect the commitment letter or SBA Authorization. Our attorneys explain the loan documents to the clients, so they always know what is happening in a transaction and their obligations.
We work to ensure that every financing is closed quickly and efficiently.
Mergers and Acquisitions
The firm’s mergers and acquisition attorneys represent buyers and sellers in various industries across the tri-state area. Our M&A team helps clients complete a wide range of business transactions, including stock sales and purchases, asset sales and purchases, mergers, joint ventures, and reorganizations.
ENVIRONMENTAL ISSUES REGARDING REAL ESTATE TRANSACTIONS
We assist clients and their consultants in conducting and assessing environmental due diligence on real estate before completing a transaction.
We draft purchase and sale documents, loan documents, and leases to include the appropriate protections, including representations, warranties, and indemnities regarding environmental hazards.
With the client’s environmental consultants, we will help the client develop a strategy to reduce environmental exposure.
We advise lenders and borrowers on environmental matters, default, and foreclosure. This includes lender liability protection under federal and State law.
We will facilitate the transfer, modification, and application of permits and approvals from governmental authorities to address operational and construction issues that arise.
Various legal issues frequently arise in the workplace that require the help of experienced New Jersey business lawyers.
Both employers and prospective employees may need help in drafting employment contracts or deciding whether to sign one. Companies often ask high-level executives to sign employment contracts. Our attorneys can negotiate the terms of the contract in the client’s favor and ensure the contract is enforceable under New Jersey and Federal law.
Specific industries, such as sales, pharmaceuticals, and securities, often require new employees to sign non-competition and/or non-solicitation agreements.
New Jersey will enforce non-competition agreements that meet certain requirements.
Likewise, there are two types of non-solicitation agreements. One type prohibits former employees from soliciting customers of the former employer to become customers of the employee at his new firm.
The second type of non-solicitation agreement deals with the solicitation of current employees of the former employer to join the departed employee at his new business venture.
In either case, the non-solicitation agreement must be reasonably limited in terms of the length of time and geographical reach.
Employment agreements may also contain non-disparagement clauses.
Non-disclosure agreements, also known as confidentiality agreements, are common in New Jersey. When signing a non-disclosure agreement, the employee agrees she will not disclose proprietary information of the company to third parties. This information could be customer lists, manufacturing processes, price lists, etc.
TRADE SECRET AGREEMENTS
Companies that develop new products and technologies, such as pharmaceutical and technology companies, require employees to sign trade secret agreements. These agreements prohibit employees from disclosing to third parties the details of new products, technology, or intellectual property on which the former employee may have worked.
Our attorneys are experienced in preparing employee handbooks, policies, and procedures for business clients that ensure compliance with State and Federal law. We write employee handbooks in a simple, straightforward style for easy referencing of company policies and procedures by employees and managers.
They lay out the general expectations of the company for its employees, including acceptable and unacceptable behavior and disciplinary measures. It provides managers and supervisors with a plan when workplace issues arise.
Unfortunately, shareholders in small corporations, which are often family-run businesses, can face shareholder disputes.
Shareholders can make claims of mismanagement. Minority shareholders may have very little say in the day-to-day operation of the business. They may feel the controlling shareholders are abusing their authority by failing to pay dividends. Or they believe the majority are paying themselves overly generous salaries, bonuses, etc.
In either scenario, both sides may need legal help to resolve their dispute.
NEW JERSEY WAGE AND HOUR LAWS
The New Jersey Wage and Hour Law (N.J.S.A. 34:11-56a, et seq.) sets forth the rules employers must follow in paying overtime, the minimum wage, classifying workers, and more. In 2019, the legislature amended the wage and hour law, and a related statute, the New Jersey Wage Payment Law (N.J.S.A. 34:11-4.1 et seq.). The amendments increased the penalties for violations of the laws. They further lengthened the statute of limitations for suing violators.
Commercial litigation refers to disputes between businesses and/or disputes between businesses and their customers, vendors, or suppliers. The experienced New Jersey commercial litigation attorneys at the firm handle complex commercial litigations and disputes in Federal and State courts and private arbitrations.
We have also represented businesses that are being sued relating to a commercial transaction or those who have made claims against other businesses and customers.
EXPERIENCED NEW JERSEY BUSINESS ATTORNEYS
The business law practice at Schiller, Pittenger & Galvin P.C., is extensive and varied. If you run a business, and you have a legal problem you need a strategy to resolve it, we can help. Call the firm at their Scotch Plains office at 908-490-0444 or contact them here to schedule an appointment.