Antheil Maslow & MacMinn, an AV Preeminent firm, congratulates our 2017 Top Rated Lawyers named by the Legal Intelligencer, American Lawyer Media and Martindale-Hubbell™.  William Antheil, Patricia Collins, William MacMinn, Michael Mills, Joanne Murray, and Jessica Pritchard have been named for this distinction awarded to AV Preeminent attorneys who demonstrate leadership qualities within their field. 

For more than twenty-five years, Antheil Maslow & MacMinn, LLP has provided sophisticated legal advice and representation at competitive fees to a wide range of business and nonprofit enterprises throughout the region. We bring a depth and breadth of experience, insight, forward-thinking and personalized service to every client engagement, whether the client is an entrepreneur, family business, middle-market company, multinational enterprise or nonprofit organization. We pride ourselves on developing deep relationships with our clients by taking time to understand their businesses and goals so that we can provide responsive, practical legal advice and aggressive advocacy.  Our attorneys become part of each client's team and are invested in their long-term success.

We offer the same high-quality innovative legal services and client-centered focus to our individual clients, with services such as family wealth preservation including tax and estate planning, estate administration and litigation, family law, residential real estate matters, employment disputes and personal injury representation.

Martindale-Hubbell facilitates secure online peer review surveys of lawyers across multiple jurisdictions and geographic locations. Reviewers are asked to assess their colleagues' general ethical standards and legal ability in a specific area of practice. A confidential threshold number of qualified responses is required to achieve a Martindale-Hubbell® Peer Review .

AMM is pleased to announce the addition of Stephanie M. Shortall to the Firm’s Corporate and Estate Planning and Administration practice groups. Ms. Shortall’s practice is focused on advising closely held businesses on the full range of issues faced in today’s legal landscape. She also works with individuals to develop comprehensive estate plans and administer estates of varying sizes and complexity. Stephanie Shortall is active in a number of local civic and charitable organizations.  To learn more about Stephanie, check her attorney profile.

Earlier this year, amendments to Pennsylvania’s statutes governing partnerships and limited liability companies (often referred to as unincorporated entities or alternative entities) went into effect. I recently blogged about the “transferable interest” concept adopted by the Act. Today, in Part 2 of this series, I highlight another significant change brought about by Act 170: the clarification of the fiduciary and other duties owed in the context of an unincorporated entity. In general, there are three basic duties:

• Duty of loyalty: generally, a duty to avoid self-dealing, competing and usurping company or partnership opportunities
• Duty of care: a duty to refrain from gross negligence and recklessness
• Duty of good faith and fair dealing: a duty to deal fairly and consistently with the terms of the parties’ agreement and the purpose of the entity

In a general partnership, each partner owes the above duties to each of the other partners and to the entity.

In a limited partnership: (a) the general partner owes each of these duties to the limited partners and to the partnership; and (b) the limited partners owe only a duty of good faith and fair dealing to each other.

In a manager-managed LLC: (a) the manager owes these duties to the members and to the entity; and (b) the members owe a duty of good faith and fair dealing to each other. In a member-managed LLC, the members owe these duties to each other and the company.

Some of these duties may be modified by agreement of the parties. In their operating or partnership agreement, the parties may modify, but not eliminate, the duty of loyalty and the duty of care, as long as the modification is not “manifestly unreasonable.” This standard is not defined and is left to the courts to interpret, but in general the agreement cannot convert the relationship into a strictly arm’s length relationship. The duty of good faith and fair dealing may not be modified or removed, but the owners’ agreement can identify the standards by which this duty will be measured.

Clarifying its earlier rulings, the Court of Appeals for the Third Circuit (which includes Pennsylvania) has ruled that a single utterance of a racial slur at the workplace could support a claim for harassment.

In this case, two African-American males (plaintiffs) brought suit challenging their firing on the basis that their termination was discriminatory and racially motivated.

The employees specifically alleged that when they arrived at work on various occasions, an anonymous note was written on the sign-in sheets: “don’t be black on the right of way.” They also asserted that while they had more experience working on pipelines than the non-African-American workers, they were only permitted to clean the pipelines rather than work on them. Significantly, a supervisor of these two African-American employees used a severe racial slur to threaten firing if a specific project was not completed to his satisfaction.

The two employees reported this offensive language to a superior and two weeks later they were fired without explanation. After being rehired they were again terminated for “lack of work”.

The suit filed in federal District Court specifically alleged unlawful harassment, discrimination and retaliation. The District Court dismissed the harassment claim, holding that the facts in the complaint did not support a finding that the alleged harassment was “pervasive and regular”. The Court also dismissed the related claims of discrimination and retaliation.