Practice Areas and Legal Definitions

Business Contracts:
Business contracts are written agreements spanning a broad range of the business relationships that occur in the life of a typical company.  They can include non-compete agreements, non-piracy agreements, non-disclosure agreements, restrictive covenants, employment agreements, producer agreements, sales representative agreements, consulting agreements, management agreements, franchise agreements, licensing agreements, deferred compensation agreements and independent contractor agreements.

Contracts are the very stuff upon which the marketplace is founded, and they provide the basis for a large share of business litigation.  The remedies for breach of contract include money damages and injunctive relief expressly directing one of the parties to perform a contractual obligation.  This remedy involves a form of injunction called a “specific performance” decree.  The remedy of specific performance is often called an “extraordinary” equitable remedy, in that courts will not grant specific performance except in a sharply limited number of circumstances.  Punitive damages are not an available remedy in a contract lawsuit.

Business Formation:
There really isn’t any need for legal counsel in forming a sole proprietorship, but other forms of business organization are a good deal more complicated and are best accomplished with the assistance of a lawyer.  These include the formation of partnerships, limited liability companies and corporations.

Business and Corporate Services:
Business and corporate services involves advising companies and investors in the purchase, sale and mergers of businesses.  The services provided include forming and funding start-up companies, buying and selling practices, assets, divisions and companies, engaging in private stock offerings and re-sales, structuring venture capital financing, forming off-shore sales and sourcing entities, structuring commercial and partnering transactions and syndicating real property acquisitions.

Business Litigation:
Business litigation is the area of law that provides assistance in the preparation and presentation of a lawsuit or other resort to the courts to determine a legal question or matter in business situations.  Business can be any activity or enterprise entered into for profit, usually a company, a corporation, partnership or any such formal organization.  Business lawyers advise and represent businesses and financial institutions in such areas as business torts, class actions, complex contracts, financial forensics, government investigations, international dispute resolution, professional relations, real estate disputes, securities and antitrust, technology and intellectual property, professional malpractice, shareholder and corporate governance and telecommunications.  Business lawyers place an emphasis on achieving or defending against pre-judgment remedies, including pre-judgment orders for writs of possession, attachments, temporary restraining orders, and injunctions, as well as arbitration or mediation settlements and monetary compensation resulting from lawsuits.  Transactional business lawyers represent clients in matters relating to, but not limited to, organizational, operational and contractual documents for corporations, partnerships and limited liability companies, commercial transactions, mergers, real estate acquisitions, leasing and development and commercial financing.

Intellectual Property:
The term "intellectual property" refers to a "creation of the intellect" that has commercial value, such as copyrighted literary or artistic works, and ideational property, such as patents, appellations of origin, business methods, names, images, and designs used in commerce and in industrial processes.

Securities Litigation:
In the course of financing their expansion, businesses commonly turn to one or more activities involving the sale of securities, ranging from the funding and formation of start-up companies to buying and selling professional practices, assets, divisions and companies, and engaging in private stock offerings and re-sales.  Businesses may also get involved with such things as structuring venture capital financing, forming off-shore sales and sourcing entities, structuring commercial and partnering transactions and syndicating real property acquisitions.

Mergers and Acquisitions:
The phrase "Mergers and Acquisitions" refers to corporate finance strategy and management dealing with the merging and acquiring of different companies as well as other assets.  Usually mergers occur in a friendly setting where executives from the respective companies participate in a due diligence process to ensure a successful combination of all parts.  Corporate mergers are often aimed at reducing market competition.  On other occasions, acquisitions can occur through hostile takeover by a "corporate raider" purchasing the majority of outstanding shares of a company in the open market.  In the United States, business laws vary from state to state whereby some companies have limited protection against hostile takeovers.

Technically, what differentiates a merger from an acquisition is how it is financed.  Simply put, a merger is a combination of two companies into one larger company.  A "merger" or "merger of equals" is often financed by an all-stock deal (a stock swap).  An all-stock deal occurs when all of the owners of stocks of either company get the same amount of stock in the new combined company.  The term "demerger" is sometimes used to indicate the effective opposite of a merger, where one company splits into two, the second often being a separately listed stock company if the parent was a stock company.  An acquisition (a larger company buying out a smaller company) can involve a cash and debt combination, or just cash, or a combination of cash and stock of the purchasing entity, or just stock.  In addition, the acquisition can take the form of a purchase of the stock or other equity interests of the target entity, or the acquisition of all or substantially all of its assets.

Succession Planning:
Succession planning is the process of identifying and grooming suitable replacements, through mentoring and training, for such key company employees as a CEO upon the expiration of his or her term of office.

Franchises and Other Types of Business Marketing:
A great many small businesses in the marketplace today are operated not as purely independent businesses, but as franchises, distributorships, or any of various types of licensing arrangements.  All of these businesses are created through written agreements containing express and implied warranties, and it is not uncommon for issues to arise resulting in litigation.

Government Regulation:
Businesses often find themselves at odds with one governmental agency or another, whether it be the local zoning commission, the federal Environmental Protection Agency, the Federal Trade Commission, or any one of several hundred other federal, state and local agencies.  Conflicts with governmental agencies are usually covered under state and federal statutes, and also under state and federal regulations and local ordinances.  As a general rule such conflicts are litigated before administrative tribunals under administrative law.  This usually imposes fewer formal requirements on the parties and produces a quicker result, but sometimes it does so at the expense of someone’s rights.  If you feel that your rights have been violated in an administrative hearing that has gone against you, the judicial system will consider an application for relief, based upon allegations that there was an abuse of discretion in the holding against you.

Breach of Fiduciary Duty:
The formation of a "fiduciary relationship" begins when someone places special confidence and trust in another who has substantially superior knowledge and training, and also relies on that person to act in his or her best interest.  If this trust is knowingly and voluntarily accepted, a “fiduciary” relationship is said to exist.  This places a legal duty on the stronger of the two to act diligently in the best interest of the weaker party and never, under any circumstances to secure any advantage at the weaker party’s expense.  There are a limited number of circumstances in business transactions where a fiduciary relationship comes into play.  Courts tend to rigorously enforce fiduciary duties, and in the event of a willful breach often award punitive damages as well as compensatory damages.  Some common examples of fiduciary relationships are a trustee-beneficiary relationship, a doctor-patient relationship, a lawyer-client relationship and a corporate officer-stockholder relationship.

Licensing and Commercial Contracts:
Business services attorneys counsel clients in a wide range of commercial and intellectual property (IP) transactions.  They provide assistance in structuring, drafting, reviewing and negotiating commercial and IP agreements related to the development, acquisition and commercialization of technology, IP, goods or services.  The types of agreements involved in these transactions include:

• Software license, maintenance and support, source code escrow, end user license, patent and other technology license agreements
• Development agreements
• Purchase and supply agreements
• Manufacturing agreements
• Distribution, reseller, value-added reseller (VAR) and original equipment manufacturer (OEM) agreements
• Referral, marketing agreements
• Employment, consulting, technical services and outsourcing agreements
• Joint venture, strategic partner, technology transfer agreements
• E-commerce and Internet-related agreements (including web-based hosting agreements, application service provider (ASP) agreements, web site development, privacy policies and website terms of use)
• Non-disclosure agreements

Sales Commission Disputes:
In avoiding sales commission litigation there is no substitute for an artfully drafted agreement spelling out precisely how and at what rate sales representatives are to receive commissions.  Common usage and custom are also taken into consideration by courts in determining the issues, even where there is a written agreement.

Trade Secrets:
A trade secret is any information that can be used in the operation of a business or other enterprise and that is sufficiently valuable and secret to afford an actual or potential economic advantage over others.  Trade secret difficulties can be eliminated or, at least, minimized by effective legal language in employment and/or severance agreements, but situations will still arise from time to time where litigation presents the only viable solution.

Litigation and Dispute Resolution:
Commercial disputes often become legal disputes, the resolution of which typically proceeds along an escalating scale of confrontation ranging from informal settlement negotiation to hardball litigation.  An effective business litigation attorney must have complete mastery of this complex and challenging field of law, but more than that, he or she must also have the patience and personal skills to operate on an informal level, and the aggressive forensic ability and tenacity to claim victory in the courtroom.

Alternative Dispute Resolution:
Business disputes can be resolved traditionally, by way of litigation.  This involves the filing of a lawsuit in court that is then answered by the defendant.  Over a period of months and sometimes even years, a lawsuit makes its way through the system, ultimately to be decided by a judge sitting alone, or by a jury, presided over by a judge.  It is an expensive, tedious and time-consuming process.  The modern trend in the economic world is away from the courthouse in favor of one or the other of two less formal, less expensive, faster and more efficient methods of conflict resolution, called "mediation" and "arbitration".

Mediation:
Mediation is one form of Alternative Dispute Resolution that is gaining in popularity in business litigation matters.  In this process the parties jointly select a mediator, usually a lawyer known by both sides to be honest and fair and, more importantly, known to have experience with the type of issues involved in the mediation. Each side submits written factual summaries to the mediator, together with any legal citations that seem appropriate.

There is a meeting, usually at the mediator's office. The mediator meets first with both sides, inquiring whether or not there has been any progress toward settlement, and if so, he or she may invite the parties to use his office to discuss the matter further. If they decide to do that the mediator usually leaves the room for a time, to give both sides a chance to communicate freely. Upon returning, if the parties have not reached any agreement, the mediator will meet with one side separately, commenting on that side's factual summary and legal citations, expressing an opinion as to the probable outcome if the issues are litigated, and finally, making a recommendation with regard to settlement. Then the mediator meets with the other side, separately, and repeats the process. The mediator gives both sides an opportunity to meet with their respective attorneys and discuss the mediator's interpretation of the case and settlement recommendations. Then all come together again and the mediator attempts to urge both sides toward a common ground of settlement approximating the recommendation he or she has made. Frequently, the parties will reach a settlement agreement, either on the terms recommended or upon some other and different terms. The mediator has no authority to impose a settlement, so the parties remain free to resolve their dispute in court.

Arbitration:
Arbitration is a method of Alternative Dispute Resolution. In this process, the parties jointly select a lawyer to act as arbitrator. The idea is to choose someone with an outstanding reputation for personal and professional integrity, with heavy litigation experience involving cases similar to the one in which the parties are currently involved. The parties may select either "binding" or "non-binding" arbitration. Some lawyers discourage their clients from participating in "non-binding" arbitration, seeing futility in the expense and inconvenience of a process that may prove a waste of time. Other attorneys discourage their clients from participating in "binding" arbitration, so that their options are preserved in the event of an unreasonable adverse ruling by the arbitrator.

Arbitration is more like a trial than is Mediation. For one thing, in binding arbitration the arbitrator's decision is virtually the same as a judgment. In both types, however, the arbitrator actually renders a decision, as opposed to simply making a recommendation. Each side submits an arbitration brief, containing a summary of relevant facts, a list of the legal issues thought relevant, and reference to the applicable law.  There is a hearing in the nature of a trial, but much less formal. It is usually held at the arbitrator's office. Sworn testimony may be offered, subject to cross-examination. The attorneys usually join in a stipulation agreeing that certain specified facts are not in dispute.

The rules of evidence are less rigorously applied in arbitration hearings than in trials. Sometimes the arbitrator announces a decision at the end of the hearing, but more often, the case is taken under submission by the arbitrator, the decision being communicated by letter to both sides within a week or two. The arbitration process takes a lot of pressure off the court system, and it has proven itself as an effective alternative method for the resolution of disputes.

Employment Law:
Employment law is a growing and ever-changing body of state and federal statutes, rules, regulations, ordinances, judicial precedents and administrative rulings touching on the legal rights and obligations of employers and employees, and of their respective affiliated organizations. One or another aspect of employment law affects virtually every facet of commercial activity in the modern marketplace.

Software:
Computer software issues are among today’s fastest growing areas of business litigation. This burgeoning commercial field is broad-based, spanning many levels, including software licensing, maintenance and support, source code escrow, as well as end user licensing, patent and other technology license agreements. High-tech business litigation also involves software development agreements, purchase and supply agreements, manufacturing agreements and non-disclosure agreements.

Real Estate Negotiations:
In major financial transactions, especially those involving real estate properties, it’s important to have a knowledgeable negotiator working for you, one who knows the law and whose loyalty to you is undivided.  Real estate brokers and agents depend on sales commissions for their livelihood.  If the sale does not occur they receive nothing for their time and energy, and this can create a conflict of interest.  You need someone representing you who is less concerned about a particular sale going through than with making certain your legal rights are protected.

If you or someone you know in New Jersey needs the assistance of an experienced West Orange Business Lawyer, call Alpert Butler & Weiss, P.C. today at 866-266-7905, or complete the contact form provided on this site to schedule your initial consultation.

If you or someone you know in New Jersey needs the assistance of an experienced West Orange Business Lawyer, call Alpert Butler & Weiss, P.C. today at 866-266-7905, or complete the contact form provided on this site to schedule your initial consultation.

ADDRESS OF THE FIRM:
Alpert Butler & Weiss, P.C.
449 Mt. Pleasant Avenue
West Orange, NJ 07052
Telephone: 866-266-7905
Fax: 973-325-3399

MEMBERS OF THE FIRM:

Clark E. Alpert
Clark Alpert is the founding partner of Alpert Butler & Weiss, P.C. Prior to founding the firm, Mr. Alpert was a partner with Greenberg Margolis, a prominent fifty-attorney New Jersey law firm, and headed its twenty-five-lawyer litigation department.

Mr. Alpert has extensive experience in complex litigation in both New Jersey and New York, including commercial litigation, banking and financial matters, antitrust, intellectual property, governmental matters, and construction disputes. The hallmark of Mr. Alpert's approach to litigation has been his aggressive, innovative approach to complex cases, for which he has earned considerable recognition, while simultaneously remaining cognizant that a client's interests are often best served by amicable resolution when possible. Mr. Alpert has represented a wide variety of public and private clients, often in complex matters, including international, national, regional, and local businesses; bank regulatory agencies, banks and other lenders; and borrowers, developers and commercial real estate owners. He has represented both bank boards and zoning boards. He has also represented lawyers and doctors in disciplinary and litigation matters involving charges of misconduct or ethics violations.

Mr. Alpert's extensive experience with litigation and commercial disputes often leads to clients consulting him on their transactional matters as well, for advice on deal structuring' and dispute avoidance. These clients find that a draftsman's decades of litigation experience can help identify contract issues that could yield future disputes absent careful efforts at the earliest stages.

Mr. Alpert is the Author of Guide to New Jersey Contract Law, published by New Jersey's Institute for Continuing Legal Education in 2007. He has also revised the "Malpractice" chapter of the seminal treatise for attorneys, Arthur Horn on Residential Real Estate, most recently in 2007.

Mr. Alpert has appeared in some of New Jersey's most prominent litigation matters, and has also been involved in a number of precedent-setting cases of national significance. For instance, he represented the County of Essex, State of New Jersey in litigation to compel statewide funding of New Jersey's court system. In addition to representing the attorney responding to the State's highest-profile ethics case at present, he represented the plaintiffs in one of the leading attorney liability cases in New Jersey.

Mr. Alpert has appeared before the state and federal appellate courts in New Jersey and New York, as well as the U.S. District Court and Court of Appeals in Pennsylvania. In particular, he has been counsel of record in a number of the highest profile cases decided by New Jersey's appellate courts.

Mr. Alpert's practice includes representation of professionals. In addition to representing attorneys in matters ranging from business issues to ethics, he has a substantial health care practice. He represents a number of physicians and medical practices in litigation, regulatory and other matters. He has also served as both a legal expert and a court-appointed agent; and has dealt with law firm, medical practice and accounting firm "break-up" issues.

In addition to representation of parties in arbitration, Mr. Alpert has been appointed by the Superior Court of New Jersey to serve as special master and arbitrator in the resolution of complex disputes, involving commercial real estate, environmental issues, and attorney misconduct claims. He has been invited to join the Panel of one of the nation's leading ADR providers. Because of his broad experience in diverse litigation, chancery matters, ADR, and appeals, he is qualified to act as either a neutral or advocate in mediation, arbitration, and other alternate dispute resolution methods.

Mr. Alpert has also represented both law firms and clients involved in fee disputes, and has acted as an expert on such matters. He would also be able to assist as a neutral in resolving any such disputes.

Mr. Alpert has served as Master of the Justice William J. Brennan, Jr. Inn of Court. He has been a panelist for a number of ICLE seminars, and has also been chosen by Lorman Education Services to conduct a number of regional seminars for attorneys involving commercial litigation, contracts, and banking. He was also selected to participate in an ICLE seminar concerning post-judgment procedures, and served as a panelist for a seminar presented by the Essex County Bar Association concerning prejudgment attachment.

Mr. Alpert received his J.D. degree in 1978 from Rutgers University School of Law, Newark, where he graduated in the top ten percent of his class in academic ranking, and his B.A. Degree in 1975 from Rutgers College, where he was Phi Beta Kappa. He is a member of the New York and New Jersey Bars, and is admitted to practice before the following federal courts: New Jersey District Court; Second Circuit; Third Circuit; Southern, Eastern and Northern Districts of New York; and United States Supreme Court.


David N. Butler
David Butler is a senior member of Alpert Butler & Weiss' commercial litigation group, with extensive experience before both state and federal courts. Mr. Butler has handled a wide variety of complex litigation matters, including constitutional issues, banking matters, contract actions, shareholder disputes, employment law, antitrust and unfair competition claims, civil RICO litigation, business torts, legal and accounting malpractice, civil rights, public contract law, computer litigation, environmental claims, and land use litigation. He also has substantial experience with pre- and post-judgment remedies, including injunctions and writs of attachment.

Among the matters to which Mr. Butler has devoted substantial attention are: close corporation and partnership disputes requiring emergent relief on behalf of shareholders or partners, including 'freeze-outs', self-dealing, fraud and other misconduct; significant administrative matters; and substantial copyright and trademark disputes; and complex state and federal motion and appellate practice, including appeals to intermediate courts and petitions for certification to the New Jersey Supreme Court and certiorari to the United States Supreme Court.

Mr. Butler and the commercial litigation group have also engaged in substantial court and arbitration proceedings in such diverse matters as contamination of imported food ingredients; fraud and misconduct in the construction industry targeting both consumers and subcontractors; recovery of fraudulently-concealed assets; tortious acts by legal and other professionals to the detriment of third parties; and representation of group medical practices in disputes implicating anti-kickback, anti-self-referral, and related health industry laws and regulations.

Mr. Butler is the author of The Long Arm of Civil RICO, and has dealt with a substantial number of contested RICO matters, including both federal RICO and New Jersey's uniquely extensive State RICO Act.

Mr. Butler received his J.D. degree in 1985 from Rutgers University School of Law, Newark, where he was Business Editor of the Rutgers Computer and Technology Law Journal, and his B.S. degree in Economics from Carnegie Mellon University in 1982. He is a member of the New Jersey and Pennsylvania Bars, and is admitted to practice before the United States District Courts for New Jersey and Southern, Eastern and Northern Districts of New York. Prior to joining our firm, Mr. Butler was a senior associate in the commercial litigation department of Greenberg Margolis.


Matthew C. Capozzoli
Mr. Capozzoli received his Juris Doctorate from Rutgers School of Law in 2006, where he was Articles Editor of the Rutgers Computer and Technology Law Journal and a member of the 2004 Nathan Baker Mock Trial Competition championship team. In 2006, he was awarded a graduate fellowship by the Eagleton Institute of Politics and studied New Jersey legislative policy at the statehouse.

Mr. Capozzoli has recently joined Alpert Butler & Weiss as an associate in the firm's commercial litigation department after practicing at a prominent central-New Jersey firm. He is admitted to the Bars of the State of New Jersey, the State of New York and the United States District Court for the District of New Jersey.


Glenn R. Turtletaub
Glenn Turtletaub brings to the firm twenty-eight years of experience in civil and criminal matters, focusing on matrimonial, appellate and municipal court practice.

He is a graduate cum laude of the University of Pennsylvania in 1975 and of Rutgers School of Law in Camden in 1978. Following a judicial clerkship with the Honorable Irving W. Rubin, J.S.C. in Middlesex County, he practiced for over ten years with Sachar, Bernstein, Sikora and Mongello in Plainfield and Greenberg Margolis in Roseland, prior to opening his own solo practice.

Mr. Turtletaub has been active in local government for over a decade, having served as the Municipal Prosecutor for the Township of Livingston from 1990 until 2001. He is currently serving as Municipal Clerk to the Township. He has extensive experience in the area of Alternative Dispute Resolution, including appointment by the Superior Court as a Rule 1:40 mediator, service on the Essex County Matrimonial Early Settlement Panel, and service as an Arbitrator in Essex County .

Mr. Turtletaub is a member of the District Ethics Committee. He previously served as Vice-Chair of the District V-B Fee Arbitration Committee. He has served as a Reader for the New Jersey Board of Bar Examiners. His credentials also include hosting local radio and television programs, and serving as an adjunct faculty member at both Fairleigh Dickinson University and Middlesex County College. He is a member of the American, New Jersey and Essex County Bar Associations.


Jeremy G. Weiss
Jeremy Weiss is a member of Alpert Butler & Weiss' commercial litigation department. Before joining the firm, Mr. Weiss was associated with several prominent firms in New Jersey, practicing in the areas of commercial, construction and employment litigation. He also practiced for several years in the international arbitration department of a law firm in Buenos Aires, Argentina.

Mr. Weiss received his J.D. from Duke University School of Law in 1993, and a B.A. from the University of Pennsylvania in 1990. He was admitted to the New Jersey Bar in 1993, and is also admitted to practice before the United States District Court for New Jersey.

At Alpert Butler & Weiss, Mr. Weiss has handled a broad array of complex matters, including intellectual property, RICO, international discovery, property disputes, attorney misconduct, contract actions, professional responsibility, business torts, and fraudulent conveyance. His recent experience includes participation in arbitration and state-court proceedings arising from a multimillion-dollar corporate shareholder dispute; construction matters on behalf of both contractors and owners, ranging from construction lien arbitration to complex seven-figure builder negligence litigation; and health-care matters including representation of medical practices in business, litigation, regulatory and other matters.