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Special Education Partner Spotlight – McAndrews Law Offices

As our firm celebrates our new name of McAndrews, Mehalick, Connolly, Hulse, Ryan, and Marone, we are spotlighting our named partners and celebrating their numerous achievements. These individuals are highly accomplished in our profession and are deeply valued in our firm as a result of their long and successful tenure in our legal family. Previously known as “McAndrews Law Offices, P. C.,” the firm is nationally recognised in the fields of special education, special needs planning, estate planning, and elder law. The firm has become one of the largest law firms in suburban Philadelphia, and also maintains offices in Scranton, Wyomissing, Wilmington, Pittsburgh, Philadelphia, Alexandria (Virginia), and Georgetown (Delaware).

Michael Connolly: As stated by Dennis McAndrews, the Founder and Managing Partner of our firm, “Mike Connolly has proven himself to be an exceptional leader in the field of special education and is recognised in Pennsylvania, Delaware, and the mid-Atlantic region as an outstanding attorney whose skills are at the highest level of our profession. Michael assists in the strategic handling of our cases and the management of our Special Education Department with collegiality and professionalism, and he is universally trusted and respected by all stakeholders in the field of special education.”

Our firm’s CEO, Katie Ryan, states that: “Michael is an outstanding mentor, colleague, and friend to everyone in our firm. In addition to his oversight duties as the Supervising Partner for Special Education, Michael handles his own caseload and assists with our federal court litigation with skill, insight, and a complete understanding of the specialised field in which we work. We (and our clients) are fortunate indeed to have Michael as the Supervisor of our Special Education Department.”

With twenty years of experience, Michael represents parents of children with special needs in a variety of education matters at administrative hearings and state and federal court. He has assisted parents in disputes involving their public school related to issues such as eligibility and identification, programming and placement, tuition reimbursement, discipline, bullying, and discrimination. Michael frequently lectures across the state and nationally to parents, educators, and attorneys on special education and other education law related topics.

Dennis McAndrews states that: “Heather has been an outstanding member of our office since 1999, when she first began working for the firm as a law student while simultaneously pursuing a second Master’s degree in Psychology. After law school (and obtaining her second Master’s Degree in Psychology), Heather immediately stepped into a leading role in our firm representing children with disabilities and their families. From the start, Heather has handled special education cases with a high level of professional skill, insight, and compassion for the children and families we serve. After a few years in our Berwyn office, Heather sought to open an office in her hometown of Scranton, and Heather quickly developed a substantial clientele in North-eastern Pennsylvania, and Heather promptly began representation of these families with her usual degree of alacrity and competence. Heather has operated our Scranton office for over a decade and has developed a reputation among parents, advocacy groups, hearing officers, and judges which is second to none. We are grateful every day that Heather is a member of our team.”

CEO Katie Ryan indicates that: “Upon beginning my role as CEO at our firm, it became immediately apparent to me that Heather is a magnificent resource for children and families, and brings tremendous skill and dedication to her work. Every attribute that is necessary to be a successful special education attorney is part of Heather’s toolbox, as she possesses a strong understanding of education, psychological testing, and litigation strategy. She is a frequent resource to other attorneys in our office, who lean on her for her substantial wisdom and invaluable experience.”

5 Things to Know About Security Token Offerings

A security token offering (STO) is, as its name indicates, a public or private sale of a “security,” evidenced by a digital token transferable on a blockchain to investors to raise capital. Giving an asset another name (like “token”) does not transform it into something other than a security or exempt an issuer from compliance with securities laws.

(1) STOs are subject to the same securities framework that has existed for decades.

As the seminal case “SEC v. Howey Co.” explains, even an orange tree can be sold in a way that constitutes the sale of a security. The sale of a digital asset by any name will generally be deemed a security when it is touted as an investment opportunity or otherwise has features akin to stocks, such as the payment of dividends or voting rights.

The U.S. Securities and Exchange Commission (SEC) has repeatedly echoed this sentiment in its public statements and enforcement actions. SEC Chairman Jay Clayton stated that selling a digital token “does not change the fundamental point that when a security is being offered, our securities laws must be followed.”

At its core, an STO is simply new wine in an old bottle and must, therefore, comply with existing securities laws.

(2) A security token sold in an STO will not have immediate liquidity.

Most security tokens acquired in an STO cannot be transferred immediately because they are “restricted securities” sold in an unregistered, private sale, often under Regulation D, under the Securities Act of 1933. In fact, most security tokens will need to be held for a year before being sold in the public market. While the lock-up period may be reduced to six months if the issuer of the security token is a reporting company under the Securities Exchange Act of 1934, issuers usually seek to avoid reporting company status. Blockchain technology provides a more elegant solution to this problem than the legends customarily placed on paper certificates, as the token can be “locked” in the purchaser’s wallet until the expiration of the applicable holding period.

(3) A security token cannot be sold anonymously.

Anonymity, or at least pseudonymity, may be a hallmark feature of distributed ledger technology, but it is inappropriate in an STO. An issuer must know to whom it is selling security tokens to comply with anti-money laundering laws, Office of Foreign Assets Control sanctions programs and its obligation to “know its customers.” Penalties for noncompliance can be severe and are unlikely to be worth any advantages associated with conducting anonymous transactions.

Additionally, issuers who want to promote their STOs via the internet will need to ascertain the “accredited” status of their investors prior to consummating any sale of a security token.

(4) A properly structured STO will be highly technical.

Finding an exemption from registration under the Securities Act of 1933 and applicable state law is but one hurdle standing between an issuer and a compliant STO. Two notable issues commonly encountered are as follows:

  • Structuring a concurrent, domestic and international offering
  • Implementing safeguards to avoid reporting requirements under the Securities Exchange Act of 1934

As for the latter, an issuer will generally be considered a reporting company under Rule 12g-1 of the Securities Exchange Act of 1934 (meaning it will have to file regular and periodic reports with the SEC) if the issuer has more than 2,000 investors or more than $10 million in assets. An issuer can build protections into its offering documents, such as investor caps and buyback options, to avoid becoming subject to onerous Exchange Act reporting requirements.

(5) You should not go it alone.

The complexity of existing securities laws makes advice of counsel a crucial component of a successful STO. Implemented correctly, however, an STO can be an excellent source of capital for a new or expanding company in the tokenisation, blockchain or broader distributed ledger space. Late last year, SEC Commissioner Hester Peirce highlighted the “growing eagerness” of U.S. regulatory agencies to better understand tokenised assets and enable legitimate projects to flourish.

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Kosair Charities grant supports SIEF

The Shriners International Education Foundation (SIEF) was created to support and expand educational opportunities and leadership development of our fraternity members and allied organisations. Since establishing SIEF, we’ve expanded offerings to include distance learning programs via live webinars and on-demand video training, and enhanced program content at our seminars.

Kosair Charities also believes that education is a critical component to the success of our fraternity and we are pleased to announce their support of SIEF, through a generous grant of $50,000 to further enhance training programs for current and future fraternity leaders – helping to provide the necessary tools to more effectively lead our hospitals and temples.

John Piland, executive vice president of Shriners International, accepted the grant on behalf of Shriners International at the Shriner Appreciation Reception hosted by Kosair Charities on Oct. 3. The evening celebrated the history of both organisations, while providing an update on grant recipients, future goals, and recognising key honorees.

“Shriners International Education Foundation is extremely grateful to Kosair Charities,” said Piland. “This partnership will allow the fraternity to make a sustaining impact by providing education, training and leadership development at the 2020 Assistant Rabban Seminar, and strengthening other efforts.”

Representatives of Kosair Charities will attend the 2020 Assistant Rabban Seminar in Tampa, Florida, March 9-11, 2020, and the closing reception will be named in their honor.

“We are proud of this grant and are looking forward to great impact with it as we help future Shrine leaders better understand leadership, responsibility and our mission to help children,” said Keith Inman, president of Kosair Charities.

We thank the board of Kosair Charities for their support of Shriners International and their commitment to preparing future leaders of the fraternity.

About Kosair Charities

Kosair Charities enhances the health and well-being of children by delivering financial support for healthcare, research, education, social services and child advocacy. We envision a word in which children in need live life to the fullest.

Duane Morris bolsters international trade capabilities

Geoffrey M. Goodale has joined Duane Morris LLP as a partner in the firm’s Corporate Practice Group in the Washington, D.C., office. The addition of Goodale enhances the firm’s international trade capabilities. Prior to joining Duane Morris, Goodale was a partner at FisherBroyles, LLP.

“Geoff is a key addition to our Corporate Practice Group,” said Matthew A. Taylor, CEO and Chairman of Duane Morris. “His extensive experience in the significant and always-evolving area of international trade is a crucial advantage for our global clients.”

“Geoff’s practice brings a key component of strength to our clients as they run their businesses in an increasingly interconnected world,” said Brian P. Kerwin, chair of the firm’s Corporate Practice Group. “His experience will be invaluable to our clients as they navigate the intricacies of a global supply chain.”

“We’re excited to have Geoff join us in Washington, D.C.,” said Patrick D. McPherson, managing partner of the Duane Morris Washington, D.C., office. “He will be a great addition to our office and the firm.”

For over 17 years, Goodale has assisted U.S. and non-U.S. entities of all sizes and in many industries in achieving their international business objectives in cost-effective ways. His practice focuses on export controls, economic sanctions, import compliance, trade litigation, international intellectual property rights protection, foreign direct investment, cybersecurity, anti-corruption, and government contracting matters.

Goodale counsels companies on a wide range of issues relating to the Export Administration Regulations (EAR) administered by the U.S. Department of Commerce’s Bureau of Industry and Security (BIS), the International Traffic in Arms Regulations (ITAR) enforced by the U.S. Department of State’s Directorate of Defense Trade Controls (DDTC), and the economic sanctions laws and regulations administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC). Additionally, he conducts internal investigations and audits to assess compliance in these areas.

Goodale also advises clients on all aspects of compliance with U.S. import laws and regulations, including those relating to determining the proper classification, valuation and country of origin of merchandise. He regularly represents clients in matters involving U.S. Customs and Border Protection (CBP), including assisting clients in preparing for and undergoing CBP audits. He also assists clients in developing duty-savings strategies through the effective use of duty drawback, foreign trade zones and subzones, preferential duty programs, and free trade agreements, including the North American Free Trade Agreement (NAFTA) and the Dominican Republic Central America-United States Free Trade Agreement (CAFTA-DR).

Goodale’s experience also includes representing both U.S. and non-U.S. companies in all manner of anti-dumping duty and countervailing duty cases before the U.S. Department of Commerce (DOC) and the U.S. International Trade Commission (ITC), including investigations, administrative reviews, scope ruling requests and anti-circumvention proceedings, as well as in appeals of certain DOC and ITC decisions to the U.S. Court of International Trade and the U.S. Court of Appeals for the Federal Circuit. He also has represented complainants and respondents in trade-related intellectual property rights cases filed with the ITC under Section 337 of the Tariff Act of 1930, as amended, and appeals of certain such decisions to the CAFC.

Additionally, Goodale possesses extensive experience in advising clients on international mergers and acquisitions. With respect to acquisitions by foreign entities of U.S. companies, this experience includes, among other things: taking actions necessary to clear proposed deals through the Committee on Foreign Investment in the United States (CFIUS); filing required submissions with DDTC and/or BIS when export-controlled products and technologies are involved; and structuring transactions so as to mitigate foreign ownership, control or influence (FOCI) in a way that is acceptable to the Defense Security Service (DSS) in order for the U.S. company to maintain its Facility Security Clearance (FCL).

Goodale also provides compliance counseling to government contractors on a wide range of matters covered by the Federal Acquisition Regulation (FAR) and the Defense Federal Acquisition Regulation Supplement (DFARS). In addition, he provides counseling to clients relating to the Foreign Corrupt Practices Act (FCPA) and conducts internal investigations to ensure that clients comply with the requirements of the FCPA and other anti-bribery laws, such as the UK Bribery Act.

A long-standing and active member of the American Bar Association (ABA), Goodale currently serves as co-chair of the ABA Section of International Law’s National Security Committee and vice-chair of the ABA Intellectual Property Law Section’s Business and Trade Division. He also currently is the chair of the Virginia State Bar’s International Practice Section and co-chair of the D.C. Bar’s International Trade Committee.

Goodale is a graduate of the George Washington University Law School (J.D., 2001), where he was a Dean’s Fellow and a notes editor for the American Intellectual Property Law Association Quarterly Journal. Prior to obtaining his J.D., Goodale obtained a M.A. in Government and a B.A. in Russian Studies and Government (with honors) from the College of William and Mary.

About Duane Morris

Duane Morris LLP provides innovative solutions to today’s multifaceted legal and business challenges through the collegial and collaborative culture of its more than 800 attorneys in offices across the United States and internationally. The firm represents a broad array of clients, spanning all major practices and industries.

Baker Tilly named Great Place to Work® for 4th Consecutive Year

The Great Place to Work® organisation recertified leading accounting and advisory firm Baker Tilly Virchow Krause LLP (Baker Tilly) as a great workplace.

The Great Place to Work designation is the gold standard in workplace recognition and is a special achievement determined by responses and opinions that randomly selected employees provide in a comprehensive, anonymous survey.

“Validation from our team members is an especially high honor and reflects our dedication to creating an extraordinary culture,” Baker Tilly Chairman and CEO Alan D. Whitman said. “People are the underpinning of our entire strategy as we create the advisory CPA firm of the future, today.”

Baker Tilly team members scored the firm positively with the following top survey statements:

  • 99 percent – this is a safe place to work
  • 96 percent – people are treated fairly regardless of race or sexual orientation
  • 95 percent – management is honest and ethical
  • 94 percent – people are given a lot of responsibility
  • 94 percent – our clients would rate our service as “excellent”
  • 93 percent – you feel welcome when you join the firm

A full 89 percent of Baker Tilly employees said taking everything into account that the firm is a great workplace, according to the survey. That ranking is similar to that of the country’s most respected employers.

“We’re humbled to again be nationally recognised as a Great Place to Work,” said Todd Stokes, managing partner – people. “Our team members bring our culture to life. This honor belongs to them.”

About Baker Tilly Virchow Krause LLP

Baker Tilly Virchow Krause, LLP (Baker Tilly) is a leading advisory, tax and assurance firm whose specialised professionals guide clients through an ever-changing business world, helping them win now and anticipate tomorrow. Headquartered in Chicago, Baker Tilly, and its affiliated entities, have operations in North America, South America, Europe, Asia and Australia. Baker Tilly is an independent member of Baker Tilly International, a worldwide network of independent accounting and business advisory firms in 145 territories, with 34,700 professionals. The combined worldwide revenue of independent member firms is $3.6 billion. Visit bakertilly.com or join the conversation on LinkedIn, Facebook and Twitter.

Baker Tilly Virchow Krause, LLP is a member of the Baker Tilly International network, the members of which are separate and independent legal entities. Baker Tilly refers to the global network of accounting firms of Baker Tilly International Limited. Each member firm is a separate legal entity. Baker Tilly International Limited does not provide services to clients.

How a Trade War with China is impacting Natural Stone Prices

The Trump administration has announced this year that the US will impose a tariff on a massive amount of imported goods from China. Many of these goods fall into the home improvement category in the American market. Things like stone tile, natural stone slabs, hard surfaces and there is no telling on how high the retail price will go for American consumers as the tariffs continue to stay in place. This all comes at a time when China has very lax laws on who and how natural stone can be mined, China has a large amount of undeveloped land with natural stone able to be harvested and they are able to meet the growing demand of natural stone seen in American consumers.

One of the largest questions is how much the price of natural stone countertops will rise within the next year. One particular stone concern is granite, and how much it will cost to purchase and install depending on what project you’re working on. For most questions the answer is to purchase now because the cost of granite is only expected to rise. Using this useful reference, currently, prices for granite countertops start at around $35 per square foot installed, and can go well beyond $100 per square foot for exotic and rare materials. With trade negotiations continuing as they are now it has been projected that the price per square foot of granite is expected to increase to over $200 per square foot by early 2020.

When purchasing your stone, it is also important to research the seller. Big box retailers that provide countertops won’t be as detail oriented as their local counterparts mainly due to the lack of knowledge of the staff that will be assisting you. This is because a big box store has a higher turnover of staff and less of a risk to damage their reputation. Also a large retailer will typically have a more limited selection of stone and a more rigid outline of their services, typically a price is set and adhered to in a large retailer. A local fabricator, more often than not, will negotiate pricing, accommodate specific requests, and handle customers with a higher degree of quality solely based on the fact that they are trying to compete with not only other local business but the large retailers as well. It would be advantageous to look into your local options and weigh them against large retail stores, depending on what you’re looking to have done one might be more beneficial than the other!

Knowing what you’re paying for will also be beneficial as the price of the stone increases with the tariffs. There are a lot of factors that make up the final price of your countertop including, the cutouts, edging, backsplash, finish, and color of the stone. By limiting the extra details you’re able to keep the overall price lower. The type of sink you install has an effect of the type of cutout which then has a price on the slab. Edging the counter will have an effect on the final bill as well because the more decorative the final edge look the higher the cost per foot will be! Some styles can rise as high as $10/foot. Choosing to have a matching stone backsplash obviously will heighten the price of your stone bill, but there are other ways to design a backsplash if this puts your costs too high. Tile is a great alternative or a shorter four or five-inch backsplash can help protect your walls against stains. The color of the actual stone can also play a factor in pricing as blue granite is often more expensive than other colors and marble with a more intricate or unique pattern can fetch a higher price. These are all things that, regardless of the trade war with China, will affect your final budget and should be considered!

These tariffs are not expected to go away anytime soon so if you’re planning a renovation or are in the middle of one currently and have yet to purchase your counters, do it! Having a plan of attack and being in the right place to order them will save you money before the end of the year as natural stone prices continue to rise. Removing your old counters as a DIY project might be a good idea as well in order to save even more in a pinch. There are many ways to try to circumvent these price increases and DIY-ing as much as possible is one of them, don’t hesitate to consult a professional but remember that most home jobs can be done with a little research! However, as long as this trade war holds out between the US and China, expect any and all renovations that involve products made or refined in China to be on the retail mark up until early 2020.