Honors and Awards:

• 2011 Martindale-Hubbell A/V Preeminent Rate in both Legal Ability and Ethical Standards
• Admitted to N.J. SuperLawyers in 2011, 2012
• Martindale-Hubbell AV Highest Rating 1997 to 2012

Verdicts and Settlements:

• Represented a gas station owner against the New Jersey Department of Environmental Protection in a Spill Fund Action and filed an action against Texaco, Hess, and Amoco.
• Represented a landlord whose building's basement was inundated with gasoline from an AMOCO station. Filed suit against Amoco Oil Co.
• Representation of an owner of property in Sayreville which contained Mirex contamination
• Represented a transporter in the Picillo Fig Farm Superfund site in Rhode Island. The client was voluntarily dismissed
• Represented a landowner whose property was landfilled without permission. Dismissed from Sayreville Landfill case and filed a successful separate suit against the Co-Defendants in the Sayreville litigation.
• Represented Owner/Operator and Transporter in the Combe Fill South Federal Superfund (CERCLA) site litigation and the State Spill Fund litigation
• Represented Owner/Operator and Transporter in the Combe Fill North Federal Superfund (CERCLA) litigation and the State Spill Act litigation
• Represented Vice President of a chemicals company for alleged illegal dumping. The charges were dismissed
• Represented the Delaware Valley Sewage Commission in the Prices Landfill matter
• Represented the Jersey City Redevelopment Authority in a cost recovery action against PPG which was the first chromium litigation in New Jersey
• Represented the Bayonne Local Redevelopment Agency (BLRA) regarding environmental issues in: The acquisition of and transfer of the Military Ocean Terminal Bayonne property to the BLRA; The negotiations that resulted in a no-cost economic development conveyance to the BLRA; The negotiations with the Army to the BLRA of $11 million dollars to remediate contamination at the site and in negotiations with the NJDEP to perform remedial work at the site; Represented the BLRA in obtaining insurance coverage for site remediation; Preparing Request for Expansion of Interest for Redevelopment of Site. Reviewing the redevelopment of the Baltimore Inner Harbor
• Represented the New Jersey Turnpike Authority in the Gloucester Environmental Management Services (GEMS) Landfill Federal Superfund (CERCLA) litigation
• Representation of a Plaintiff in Northern New Jersey in a cost recovery action for environmental damage against DuPont, Dow and PPG
• Representation of an owner of property which contains an old landfill in the East Hanover Well Field matter and in the Black Brook Pumping Well #1 litigation.
• Representation of N.J. Turnpike Authority in the BEMS (Burlington Environmental Management Systems) litigation as a generator and transporter
• Representation of a transporter and owner regarding the Rolling Knolls Superfund (CERCLA) site in Chatham, New Jersey.

Newsletters:

• Piercing the Corporate Veil One of the benefits of doing business as a corporation is the protection that it typically affords to shareholders from liability for corporate debts and obligations. However, there are instances in which a court will decide to “pierce the corporate veil,” meaning that the court will ignore the corporate form and attach liability directly to individual shareholders.   The following is a list of factors that courts routinely consider in determining whether or not to pierce the corporate veil of a defendant corporation and attach personal liability to its shareholders:   Whether the business is a closely held corporation:There has never been a reported decision where a publicly traded corporation has been pierced.  In a closely held corporation, shareholders tend to manage the business (although this alone is not sufficient). Whether the plaintiff is an involuntary creditor:Courts are less likely to pierce for the sake of voluntary creditors because they should be aware of the risks involved. Whether the defendant is a corporate shareholder:In the parent/subsidiary context, courts have required a showing that the parent dominated the subsidiary such that they acted as a single economic entity. Whether or not corporate formalities were followed:This can include holding shareholders’ and directors’ meetings, the issuance of stock, election of directors and officers, passing resolutions authorizing payments, and keeping corporate minutes.  A lack of formality suggests shareholders systematically disregard corporate obligations. Whether insiders commingled business assets/affairs with individual assets/affairs:For example, the use of corporate bank account to pay personal expenses allows an inference that corporate participants disregarded creditor interests. Mixing assets, failing to observe formalities, having officers who do not identify the capacity  in which they are acting, and using the same trade name or stationery are common indiscretions used to justify enterprise liability. Whether the insiders adequately capitalized the business:If a corporation is formed or operated without adequate capital to meet expected business obligations (though this alone is usually not sufficient to justify piercing); purposeful insolvency resulting from shareholder’s undisclosed siphoning of corporate assets can justify piercing; Whether the defendant actively participated in business:Shareholders who are not active in the business and have not acted to disadvantage creditors are less likely to be personally liable than those whose actions resulted in depletion of assets; Whether there is evidence that insiders deceived creditors:Perhaps the most critical factor is the presence of misrepresentation. Studies have shown that in piercing cases, courts almost always pierced when there was a finding of misrepresentation.  Therefore, if a creditor is deceived into believing that a corporation is solvent or that the creditor is otherwise protected, piercing is a high risk. While courts may consider some or all of these factors, each case presents unique issues and questions which may require legal representation.  If you or someone you know has a question regarding this article or the issues it discusses, please feel free to contact one of the attorneys at Sedita, Campisano & Campisano LLC. , Piercing the Corporate Veil
• Non-Compete agreements are invaluable when it comes to protecting one’s business interests against the actions of former employees.  These agreements tend to focus on three main areas of protection: Non-competition: prevents a previous employee from engaging in an activity that may, or does, compete with their previous employer; Non-solicitation: prohibits the previous employee from soliciting customers and/or prospects as well as the employer’s other employees; and Nondisclosure: limits an employee’s unauthorized use of confidential company, proprietary, or trade secret information. It is important to note that the law tends to favor the free mobility of employment as well as open and fair competition.  Accordingly, many courts will disfavor such restrictive agreements.   In order to increase the likelihood that any such agreement, if challenged, will be upheld, there are several important principles to consider.   In general, New Jersey courts will enforce a non-compete agreement if the following four conditions are satisfied:  (1) the employer has a legitimate interest in being protected from the competition of the employee; (2) the agreement is reasonable in light of all the circumstances; (3) the agreement is reasonably limited in time, scope, and geography; and (4) enforcement of the agreement will not prove harmful or unduly burdensome to the public. Finally, because such agreements are often challenged through litigation, it is crucial that any non-compete agreement also contain provisions that govern: (1) which state’s laws will be applied in interpreting the agreement (“choice of law” provision); (2) where the parties will litigate or arbitrate any breach of the agreement (“forum selection” provision); and (3) which party will be responsible for attorney fees, costs and expenses (“attorney fee” provision). If you or someone you know requires legal advice or representation concerning non-compete agreements, please contact the office of Sedita, Campisano & Campisano for a free consultation. , Non-Compete Agreements