Lancaster Law Blog

Lancaster Law Blog

Lancaster's Legal Link

Securities and Exchange Commission Issues Final Rules on Regulation A+

Posted in Business Law

On Wednesday, March 25, 2015, the Securities and Exchange Commission adopted final rules that will assist certain small businesses and startups in fundraising efforts by creating an updated exemption from registration for certain small issuers of securities. The final rules are commonly referred to as “Regulation A+”.

The Securities Act of 1933 and applicable state securities acts provide that in order to be sold to investors, securities must either be registered with the appropriate authorities or subject to an exemption from registration. Exemptions are often sought to avoid costly and time-consuming registration processes. The definition of “securities” for the purposes of the Act is defined broadly and includes debt and equity offerings.

The updated exemption from registration will allow those certain small issuers of securities to raise up to $50 million of securities within a 12-month period, subject to certain eligibility, disclosure and reporting requirements. The structure of an offering under Regulation A+ is being referred to as a “mini-IPO” and is subject to certain SEC filings, including an offering statement that must be reviewed and qualified by the SEC, disclosure of financial statements and the filing of ongoing reports. Also of note is that offerings under Regulation A+ are not limited solely to “accredited investors”, which substantially broadens the market of potential investors for a fundraising entity. Regulation A+ offerings can also be advertised publicly as there is no general prohibition on solicitation.

If you’re interested in getting into the weeds on the full text of the final rules, they can be found here.

Matt Landis is an attorney at Russell, Krafft & Gruber, LLP, in Lancaster, Pennsylvania. He received his law degree from Widener University and works regularly with business owners and entrepreneurs.

Startups and Small Businesses: Picking your Business Team

Posted in Business Law

A business owner’s most valuable resource is time. In order to be able to focus on actually doing business, it is important to pick a team of professionals that you trust to assist you with common issues that arise during the life of a business. These professionals typically include an attorney, an accountant, a banker, an insurance broker and a financial planner.

Often times, issues may implicate more than one of your team members, so for these types of business decisions, calling a meeting or having a conference call to discuss the issues and impacts on your business will be worth the time and effort in the long run.

Picking your team is an important decision and could have significant impacts on your business. So, how do you find the right group of professionals for your business? What types of qualities should you look for in your team? Here are some suggestions to get you started. Continue Reading

Pipeline Update – Do I Have to Sign Documents Now?

Posted in Legal Tidbits

Now that Transcontinental Gas Pipeline Company has submitted its application for a Certificate of Public Convenience and Necessity in conjunction with the Atlantic Sunrise Pipeline Project, we can echo what some other advocates have recommended.  Specifically, do not sign documents granting an easement or property rights or an agreement to do so without giving careful consideration and obtaining counsel.  Williams is required to pay fair consideration for whatever property rights it is acquiring from landowners, and as we have stated previously, there are many factors to consider.  You will be compensated even if you fail to agree to take the first offer.

Every property and every property owner is different, and different conditions and factors are relevant depending on the use of the property and other individual factors.  Depending on your situation, it may make sense to consult an attorney who can help you review those factors.  Nevertheless, the advice given to think before you sign away rights is universally applicable. It may also be helpful to take some time to learn more about eminent domain and just compensation.

Christina Hausner is an attorney at Russell, Krafft & Gruber, LLP in Lancaster, PA. She received her law degree from Duquesne University School of Law and practices in a variety of areas including matters relating to eminent domain and land use.

What’s in a (Fictitious) Name?

Posted in Business Law

The Pennsylvania Fictitious Names Act generally requires any business that is operating in Pennsylvania under an assumed name, style or designation other than the proper name of the entity using such name to register their fictitious name with the Pennsylvania Department of State. For example, if Freddy is a sole proprietor operating a barbecue stand under the assumed name “Freddy’s BBQ Joint”, the Act requires registration of this fictitious name.

Pennsylvania courts have held that failure to register a fictitious name does not affect the validity of a contract entered into under the fictitious name, however it does preclude an entity from instituting an action in Pennsylvania courts until the registration requirements under the Fictitious Names Act have been met. A civil penalty of $500.00 may also be instituted against the entity for failure to register the fictitious name. 54 Pa.C.S. Section 331. Continue Reading

Do You Want FHA Approval for Your Condominium?

Posted in Real Estate

There are all kinds of acronyms floating around when talking about mortgage programs for condominium associations:  FHA, VA, FMNA, FHLMC, FDMC, etc.  Community associations may benefit from learning about these programs, especially FHA.

What is FHA? 

The Federal Housing Administration (FHA) is a part of the Federal Department of Housing and Urban Development (HUD).  One of the goals of the FHA is to promote affordable housing for all.  FHA is not a lender.  Rather, it guarantees mortgages on homes.  Lenders who give mortgages to purchase units are protected if the mortgages go bad.   A community association may become “FHA approved,” which means the community is placed on a list of approved communities. Continue Reading

12-Packs Available Earlier Than Anticipated

Posted in Business Law, Legal Tidbits

Earlier this month, the PLCB made headlines when they issued a ruling indicating that beer distributors could now sell 12-packs of beer.  In the wake of that decision, many beer distributors and breweries were scrambling to make changes to their packaging systems in order to comply with the PLCB’s ruling.  On Wednesday, the PLCB further expanded that ruling and indicated that distributors can break up cases of beer in order to sell them as 12-packs.  This is a significant reversal of their decision earlier this month and paves the way for 12-packs of beer to be immediately available in nearly all distributors.

The next question will be how distributors use this opportunity to market 12-packs, and whether consumers are interested in purchasing them at a distributor.

Aaron Zeamer is an attorney at Russell, Krafft & Gruber, LLP, in Lancaster, Pennsylvania. He received his law degree from Widener University and practices in a variety of areas including Business Law and Liquor License matters.

As a Small Business Owner Do You Know the Laws that Apply to Your Business?

Posted in Business Law, Legal Tidbits, Taxation, Uncategorized

In the early stages of starting a business, entrepreneurs often face many problems, most of which require time and money to evaluate and resolve. That being said, there are certain investments a business owner can make that will save a lot of time and money in the long run – one of which is evaluating what laws are applicable to the business and how to best comply with such laws.

Failure to comply with applicable laws can lead to fines, penalties, corporate liability and even personal liability, depending on the facts and circumstances of each case. Noncompliance isn’t the only issue to think through – the interaction between these laws and the potential impacts on your business are also important considerations.

There is no one-size-fits-all answer to what laws apply to a particular business.  In this blog post I attempt to give you a framework to begin to evaluate what laws may apply to your business. Of course, this list is not intended to be exhaustive or a replacement for consulting an experienced business attorney, but I hope that you will find it to be helpful.

Local Laws

Local laws, commonly referred to as ordinances, may be applicable to your business depending on what city, town or municipality it is located in. Ordinances may require certain licenses, permits and real estate requirements. For example, the City of Lancaster recently approved an ordinance which requires businesses with locations within the city limits to register by filling out a form and paying a business registration fee of $35.00. Ordinances can typically be found on a local website or by contacting the municipal office.

State Laws and Regulations

State laws are enacted by the state legislature and may apply to your business by virtue of being organized under the laws of a particular state, or if your business meets certain statutory criteria, such as having a physical location in the state, marketing or conducting other business operations within a state. State laws often point to regulatory bodies to develop specific regulations which further interpret and perhaps enforcement of the laws in a particular area. An example of such a regulatory agency would be the Pennsylvania Liquor Control Board, which issues regulations interpreting the Pennsylvania Liquor Code. The Bureau of Liquor Control and Enforcement within the Pennsylvania State Police then enforces the Liquor Code and PLCB regulations.  Continue Reading

Russell, Krafft & Gruber, LLP announces that Aaron S. Marines has joined the firm

Posted in Outside the Law

Russell, Krafft & Gruber, LLP is pleased to announce Aaron S. Marines has joined the firm’s expanding business and real estate practice group. Aaron has served clients in Lancaster and surrounding communities for more than 15 years in private practice and will continue to provide personal service to business owners, builders, developers, condominium and homeowners’ associations, property managers and other professionals.

Residential and commercial developers rely on Aaron’s years of experience working with zoning and land development and the creation of condominiums, planned communities or homeowners’ associations.  Aaron has worked to create complex projects such as mixed residential communities, mixed residential and commercial properties, leasehold condominiums and condominium conversions. His experience working with numerous projects from the planning stage to completion and beyond gives Aaron a unique perspective that is invaluable to his clients.  Aaron also represents numerous condominium and homeowners’ associations, assisting with matters ranging from complex document preparation and revision to collections.  He regularly counsels association boards and property managers on a broad range of issues and works with them to plan properly for the future.

Prior to attending law school, Aaron graduated from Penn State with a degree in Chemical Engineering.  He worked in chemical plants as an environmental engineer for several years.  His engineering background serves him well in his legal practice and also enables him to analyze environmental issues and work with engineers and governmental officials in an efficient and thorough manner.

Aaron also works with the firm’s banking and finance group providing counsel with regard to commercial and residential finance and development work, general commercial loan documentation and loan restructuring.

Aaron is active in the community and currently serves as President of the Hempfield Association for Midget Sports.  He is a member of the Pennsylvania and Lancaster Bar Associations, Community Associations Institute and is an approved instructor for the Lancaster County Association of Realtors.

12-Packs May Now Be Available At Beer Distributors

Posted in Business Law

The Pennsylvania Liquor Control Board, through its counsel, issued an advisory opinion this afternoon appearing to clear the way to allow beer distributors to sell 12-packs of beer.  This ruling is completely separate from any of the recent modernization or privatization movements which have been discussed by the governor and the legislature.

The opinion closely scrutinizes the language of the Liquor Code and the regulations which define what can be sold by or to distributors.  Distributors in Pennsylvania may sell malt or brewed beverages which are in a “case” or they must be in “original containers” of at least 128 ounces.  Until now, the PLCB was never asked to clarify what constitutes an “original container”.  In its advisory opinion, the PLCB takes the position that an original container could include a 12-pack of beer, provided that the 12-pack is how the manufacturer of the alcohol originally packaged it.

This opinion sets the stage for breweries and other manufacturers to package their product in 12-packs which could now be sold through a distributor.  I would expect to see that local breweries will quickly start to alter their packaging so that they can provide to distributors “original containers” of 12-packs and we have seen that most large manufacturers such as Anheuser-Busch, Miller and Coors already package and sell their product in 12-packs.  They may have to alter slightly the manner in which they ship and sell these 12-packs, but it appears that we will soon see even the national brands in 12-packs on the shelves of our local beer distributors.

This ruling also may have an interesting impact on the modernization and privatization discussions that continue to occur in Pennsylvania.  Distributors have expressed significant concern that allowing grocery stores to sell alcohol unfairly competes with their business.  This ruling, however, appears to give the distributors some ability to now compete with these grocery stores and sell smaller quantities of alcohol in the form of a 12-pack.  Whether this opinion helps to move the modernization/privatization movement remains to be seen.

Aaron Zeamer is an attorney at Russell, Krafft & Gruber, LLP, in Lancaster, Pennsylvania. He received his law degree from Widener University and practices in a variety of areas including Business Law and Liquor License matters.