In these difficult economic times, employee theft is an all too frequent occurrence that can disrupt operations and wreak financial ruin. As a result, purchasing insurance to protect your business from such transgressions is advisable. Fidelity Insurance provides coverage for loss of money or property due to employee theft. Some policies also provide coverage of losses attributable to computer theft. Upon learning of a loss due to theft or fraud, business owners should immediately notify the insurance company in writing and conduct an investigation in an attempt to identify the scope of the loss, the perpetrator, and the disposition of the stolen property. In these matters, time truly can be of essence.

Donald C. Turner, a founding member of Unruh, Turner, Burke & Frees, has been practicing law in Chester County for over twenty years.  If you have any questions about protecting your business from employee theft, contact Donald Turner at our West Chester office by calling (610) 692-1371.

Was your dealership terminated by GM/Chrysler?

The United States Congress, as part of a $1.1 trillion spending bill, has voted to give terminated General Motors and Chrysler dealers the right to challenge their terminations through arbitration. This legislation requires the arbitrator to balance the economic interest of the covered dealership against the economic interest of the manufacturer and the public at large and, on the basis of this balancing, to determine whether the dealership should remain open. Among other things, the arbitrator is to consider the dealer’s profitability over the period 2006 through 2009, the manufacturer’s overall business plan, the dealership’s current economic viability, its satisfaction of the manufacturer’s performance objectives, the length of experience of the covered dealership, and the demographic and geographic characteristics of the dealership’s market territory. Dealers electing to arbitrate must make a decision to do so within 40 days of the effective date of the Act. The Act became effective on December 16, 2009 and therefore the election to arbitrate must be made no later than January 22, 2010 (The 40-day period ends on Sunday, January 24, 2010 so to be safe, the arbitration should be requested no later than Friday, January 22, 2010). As a result, the dealer should, at this time, commence compilation of the evidence and documentation to support why it should be allowed to continue operations.

This arbitration is to be conducted by arbitrators with the American Arbitration Association and will be conducted in a quasi-judicial proceeding. As a result, careful planning and competent counsel (with automotive and arbitration experience) will be critical to success in these arbitrations, please contact if you are an affected dealer, Don Turner to discuss your options.

Also, see an earlier post on the car dealer arbitration process.

Most closely-held businesses operate as either corporations, limited liability companies, or limited partnerships. There are many reasons for doing so, including tax implications. One of the primary reasons for operating in such a fashion is to protect the individual owners from personal liability for the obligations of the business enterprises. These entities can be very effective in providing their owners with this protection.

Despite these protections, there are certain limited ways in which a creditor of the business enterprise can “pierce the corporate veil” for the purpose of imposing personal liability on the owners of that enterprise. Under the common law of Pennsylvania, such piercing is warranted in the event (1) the entity is not properly organized, (2) the entity is not sufficiently capitalized, (3) the entity fails to adhere to applicable corporate formalities in authorizing transactions and in executing documents and/or in co-mingling corporate and personal funds, or (4) the entity is used to perpetrate a fraud.

Most of these means to “pierce the corporate veil” can be avoided with careful planning, particularly in connection with the formation of the business enterprise, the documentation and authorization of the enterprise’s contractual obligations, and the means by which corporate funds are paid to the owners.

In these times of dwindling business revenues, creditors are more and more frequently seeking to pierce the corporate veil. As a result, now, more than ever, business owners should make certain that they organize their enterprises, operate them, and pay themselves in a manner which minimizes such possibilities.

For more information please contact Don Turner.

If you are involved in the design, planning, supervision or construction of improvements to real estate in Pennsylvania, you should know that there are state laws that limit the time period to make claims based on defective design or construction and for injuries that arise out of design or construction defects. For more information on this 12-year statute of repose that provides significant protection to Pennsylvania construction and design businesses, read the full article that is posted on our website, or contact our office.