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How to avoid The Royal Scam: The Importance of Buy Sell Provisions

We frequently stress the importance of "exit" terms, also known as buy sell provisions, when clients first meet with us regarding a new or expanding business. Many times, though, this discussion is met with objections. What we hear most often from clients is that everyone is working in perfect harmony and they are King(s) of the World that will be together forever. However, this is Pretzel Logic and Only a Fool Would Say That. Since they Don't Take [you] Alive, at some point  Everything Must Go - either voluntarily or by force. We strongly believe it is far better for parties to determine their own fate rather than be left Reelin in the Years.

In the absence of a buy sell agreement, whether executed at inception or Century's End, a deceased owner's estate will take the place of the deceased. This means that after an owner dies, the surviving owner(s) could show up on Monday morning and find a Change of the Guard (be it a spouse, child or Josie, who was named in the will) telling them I Got the News, we, the heirs, are now a part of the business. Well, call me Deacon Blues.

Clients often doubt the probability of this situation occuring Here In the Western World but two recent Rolling Stones articles highlight a post-mortem business dispute involving Steely Dan member and co-founder Donald Fagen and the estate of late member and co-founder Walter Becker, who died after a swift four-month battle with esophageal cancer. Here, Becker's estate is contesting the validity of a 1972 buy sell agreement entered into before the two became Show Biz Kids with the release of breakthrough album, Can't Buy a Thrill. Fagen filed suit to enforce the 45 year [My] Old School agreement and to prevent widow Delia Becker from allegedly seeking appointment as a director on behalf of the estate, as could be her right without the buy sell agreement.   

As Any Major Dude Will Tell You, the start of the business is an exciting and joyous occasion, and before you are Through With [the] Buzz, it's the perfect time to determine what will happen when things are not so harmonious. If you are uncomfortable having these discussions or unsure where to start, it doesn't have to be Two Against Nature, let us do the Dirty Work. We can provide advice regarding a variety of options for exit strategies, buy-sell and other protective provisions so you, your partners, family, Cousin Dupree, Peg, Rikki, and company can protect those Green Ear[n]ings.

Don't Do It Again by putting off these decisions, contact Kisner Law Firm's experienced attorneys today to help you protect Everything You Did before you have to Sign In [a] Stranger to your business.

Questions to be answered regarding unpaid internships

During the summer, it is fairly common for companies to offer internships to high school and college students. Students get valuable experience with a company that improves their job prospects after they graduate, and employers get an opportunity to audition prospective employees.

While some internships come with a fair wage, others are unpaid. Given state and federal employment laws, are unpaid internships legal?

The quick answer is: it depends on the circumstances. Generally speaking, unpaid internships may comply with state and federal wage and hour laws if they satisfy certain criteria.  These rules are in place so that employers do circumvent federal minimum wage laws by simply naming seasonal temporary employees "interns." This post will highlight a few of the factors the U.S. Department of Labor may use to determine if an unpaid internship properly follows federal law. 

Whether the experience supplements classroom - An unpaid internship must utilize or expand upon training or education previously provided in a classroom environment. This may mean that a particular class must have been completed as a prerequisite to the internship.

The intern must benefit from the job - In the same vein, the intern usually receives some type of academic credit that will be used to satisfy graduation requirements.  

Regular employees can still work - Permanent employees must not be displaced by unpaid interns, and any interns working on a temporary basis must be supervised by an existing, permanent employee.

If you are putting together a new internship program or have accepted students into one and have questions about proper compensation, an experienced employment law attorney can advise you.

Why are employers investigated by the WHD?

As an employer, you may have all sorts of concerns which arise on a daily basis. For example, you could be worried about company growth or may be having difficulty finding the right employees. However, you may be especially stressed out if you are investigated by the Wage and Hour Division. In Pittsburgh, and in other parts of Pennsylvania, it is vital to realize some of the reasons why employers are investigated by the WHD.

According to the Department of Labor, an employer may be investigated by the Wage and Hour division because an employee filed a complaint. However, there are other factors that can lead to an employer being investigated. Sometimes, the WHD will look into businesses located in a certain location, while others may be investigated as a result of their industry. Usually, the Wage and Hour Division does not reveal why they investigated an employer.

If you have been investigated by the WHD, or if an employee has threatened that they will file a complaint and you are afraid that your business will be investigated, many things may be going through your mind. However, it is vital to try and stay calm during this situation and look for the correct course of action. Moreover, it is essential to avoid investigations altogether by making sure that the workplace is free of wage and hour violations, as well as other violations of employment law.

You should also remember that this write-up is offered for general information and does not represent an alternative to legal help.

What does defamation mean?

Understanding the intricacies of workplace etiquette in Pennsylvania can not only increase your popularity with your employees, it can also keep you out of legal trouble. If your employee has accused someone of defamation, you may be confused about whether or not this is a valid claim. states that actual defamation of character is defined as false information that is either published without consent or made in the form of a derogatory statement. Harm must also be intended by spreading the rumor and the information must not be true, otherwise it does not qualify.

Many employees believe that simply spreading rumors counts as a defamation of character, but this is not true. Rumors can be spread due to misinformation, unhealthy competition or ignorance, but if no harm is intended, this is not considered defamation. Simply damaging a reputation does not count as defamation either, especially if the rumor turns out to be true.

While it can be very difficult for an employee to prove that there was intended harm in a defamation case, controlling the spread of rumors can not only lead to a healthier work environment, but also less chance you will end up facing a lawsuit. You can prevent this by setting a good example and including guidelines in your employee handbook to discourage your employees from spreading any rumors. 

How to handle a breach of contract

Contracts are a vital part of any business negotiation, but what happens when your employee does not honor the terms set within? If you feel that you have had a contract breached in Pennsylvania, you may not know what steps to take next. We at Kisner Law Firm can help you determine if a contract was breached and what you can do about it.

First, it is important for you to decide whether the broken agreement is actually considered a breach of contract. states that verbal communication is much harder to prove than written, so if you are concerned about a negotiation that was made in conversation but is not included in the employee's contract, it will be much more difficult to prove. This is why it is so important to write everything down in the contact when you and your employee agree to the terms.

You may want to attempt to reconcile the agreement with the other party. If your employee is not holding up his or her end of the deal, bring up the topic and talk about what needs to happen. Sometimes, the issue is simply a matter of not understanding the wording of the document, in which case you need to be sure that everything is clear to avoid this problem in the future.  Make sure you document the conversation in writing as a follow up.

Early action is key to prevent a full on breach and additional issues.  Before you take any action you should consult your attorney, many contracts provide time limits for notice and cure of a perceived breach and if you don't follow your contract you may limit your future remedies.

If you need assistance understanding an employment contract or drafting a business agreement contact our attorneys at Kisner Law Firm.

What you should include in your employee handbook

When you are developing your employee handbook in Pennsylvnia, it can be difficult to know what guidelines need to be included and which to leave out. While many business owners are savvy when it comes to most matters concerning their company, human resources can be a confusing topic that requires additional help. We at Kisner Law Firm work to not only help you during employee discrepancies, but also in the formation of your initial rules and guidelines. states that it is important to make sure that the necessary details required by law are covered. You can search the Department of Labor’s website to be sure you have included your stance on all issues, but some of the most common topics to cover include hourly-pay, time off, sick leave, vacation pay and overtime. You can also detail your union relations and outline any policies concerning that topic.


Next, consider explaining the company’s discrimination and equal employment policies. This can include your stances during hiring as well as when considering promotions. Worker’s compensation policies should also be included, as well as rules regarding military leave, maternity leave and disabilities.


There are also several preferences that can be detailed in the handbook, including the dress code policy, cell phone usage, computer use during work time and after hours, and employee behavior policies. You can also detail the benefits that will be offered to employees and how early time off needs to be requested. To learn more about what should be included in your employee handbook, visit our web page.

What laws about age discrimination should workplaces know?

Diversity in the workplace is about more than people's educational or cultural backgrounds. It is also about the age of employees. Might a 30-year-old employee have something to offer that a 60-year-old worker doesn't? Could that elder worker be able to teach a younger employee a thing or two?

As a whole, a diverse workplace can be beneficial to a business' bottom line and to the morale of the workers employed there. Respecting diversity is also a legal matter. That respect includes abiding by anti-discrimination laws regarding employees' ages.

But what age discrimination rules do companies need to follow?

Workers who are 40 and older are the protected class in terms of age discrimination lawsuits. Various company process and policies are not allowed to routinely discriminate against older workers, even if such discrimination is not intentional.

These processes include recruitment, hiring, job assignments, benefits, promotions, job loss and compensation. A business will want to work with a human resources professional who can help ensure employment policies and processes don't negatively impact older workers. Otherwise, a company could be sued for age discrimination and have to go through that sometimes lengthy, stressful and expensive legal process. Such lawsuits can be bad for a business' reputation, as well.

If your business employs at least 20 people, you are expected to follow anti-discrimination laws. Still, just because you are accused of discriminating practices doesn't mean you have committed the alleged offenses. There are legal reasons to legally support age-based decisions in the workplace. Your employment defense attorney can evaluate a situation and help defend your best interests.

What if you need to contest a compensation claim?

Pennsylvania employers like you are entitled to contest an employee's claim to unemployment compensation. At Kisner Law Firm, we understand that challenging someone's compensation can be a delicate situation, and we work to provide you with information you can use to handle it as carefully as possible.

The first thing to know is that, generally speaking, you can contest a compensation claim for unemployment if you have reason to believe that the employee in question left the company or were fired due to misconduct. This can include harassment of other workers, poor managerial or work choices, decisions that may have reflected badly on the company or cost them money, and other similar negatives. You can also contest claims made by contract workers, as well.

The tricky part comes in when you consider the overall impact that challenging a compensation claim can have on your workplace. Challenges can be costly and may make your other employees wonder how you're using the company's budget. It can also demoralize other workers and make them feel threatened or underappreciated. This can be dangerous to the health of your working environment, as well as the productivity of your workers.

If this has piqued your interest and you want to learn more about ways you can challenge unemployment compensation claims without damaging your work's ecosystem, look no further than our web page. We'll lay out the facts in an easily digested way, and you can then use them to determine where you stand in your own personal situation.

What commonly causes contract breach accusations?

Employers in Pennsylvania are often put into difficult situations because of their position of power. Unhappy employees will always look to target someone for compensation, which is how some accusations of contract breaches end up getting thrown around.

It's important for employers to understand the terms of their own contracts inside and out in order to defend themselves against accusations. The American Bar Association says that all questions about contracts can be broken down and answered by looking at a few main components. These are:

  • Whether or not a contract was formed, and what the terms are
  • If the contract promises could be enforced and if those enforcements had defenses
  • If a duty of performance arose
  • Whether or not a contract was breached, and what the remedy is

Many claims of contract breaches stem from a fundamental misunderstanding of what was promised in the initial contract. The employee may feel entitled to things that the employer never intended to offer to them, and this can cause a great deal of friction, especially if the employee feels cheated.

Other common causes of contract breach accusations include a perceived lack of proper enforcement of the promises made within the contract. Employees may also feel cheated out of certain promises despite not meeting goals set in the contract either because these performance terms weren't made clear to them, or because of intentional misreading.

In any case, a contract breach accusation can be very serious. Employers who are being pinned with such accusations should swiftly deal with them to avoid damaging their reputation in the business world.

Office Location

Kisner Law Firm, LLC
Gulf Tower
707 Grant St., Suite 2646
Pittsburgh, PA 15219
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Phone: 412-208-4263
Fax: 412-235-6704

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