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Firm News
DAVID SAMSON TO SPEAK AT THE AMERICAN CONFERENCE INSTITUTE'S 8TH NATIONAL CONFERENCE ON NOVEMBER 17, 2008. THE TOPIC IS: "Examining Ongoing Monitoring in the Industry and the Evolving Role of the Independent Corporate Monitor in Light of Enhanced Scrutiny".
On November 17, 2008, David Samson will lead a seminar on "Examining Ongoing Monitoring in the Industry and the Evolving Role of the Independent Corporate Monitor in Light of Enhanced Scrutiny" which will be a special session of the American Conference Institute's 8th National Conference on Reducing Legal Risks in the Sales and Marketing of Medical Devices. The conference will be held in Chicago, Illinois. For further information contact David Samson at (973)530-2000 or via e-mail at: dsamson@wolffsamson.com.
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LORI GRIFA APPOINTED BY NEW JERSEY SUPREME COURT TO THE DISTRICT V-A ATTORNEY ETHICS COMMITTEE - August 13, 2008
Wolff & Samson PC is proud to announce that partner Lori Grifa has been appointed by the New Jersey Supreme Court to the District V-A Attorney Ethics Committee. This is a four year term appointment that commences on September 1, 2008.
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MALONEY JOINS WOLFF & SAMSON'S CORPORATE DEPARTMENT - July 10, 2008
John P. Maloney has joined Wolff & Samson PC as Counsel in the firm’s Corporate practice group. Maloney, of Basking Ridge, practices general corporate and commercial law with an emphasis on transactional work, including mergers, acquisitions and divestitures, corporate restructurings, corporate finance and commercial lending, private equity investments, strategic alliances and joint ventures, corporate governance and control, venture capital financing, and employment and shareholder relations.
His clients include businesses in the manufacturing, service, apparel, pharmaceutical, internet technology, transportation, packaged foods and real estate development industries. He also represents entrepreneurs in obtaining start-up capital and bank financing, as well as private equity funds and portfolio companies in connection with acquisition and financing transactions.
“We’re very excited to welcome John to the firm,” said Wolff & Samson, partner Daniel Schwartz, head of the firm’s Corporate practice. “His broad-based practice and extensive experience make John an ideal fit for our clients.”
Maloney received his law degree from Seton Hall University School of Law, and his undergraduate degree from Fairfield University. He is admitted to practice in New Jersey and New York. Prior to joining Wolff & Samson, Maloney was Counsel at Herrick, Feinstein LLP in Newark.
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LEE HENIG-ELONA HAS JOINED WOLFF & SAMSON AS COUNSEL IN THE FIRM'S ENVIRONMENTAL PRACTICE GROUP - June 13, 2008
Lee Henig-Elona has joined Wolff & Samson PC as Counsel in the firm’s Environmental practice group. Henig-Elona, of Gillette, has extensive experience in contract negotiations for asset and stock transactions involving contaminated properties, investigation and remediation oversight and management, transactional due diligence and compliance review. In addition, her experience includes ISRA and SEQRA approvals, zoning and planning applications and permitting for development.
“Lee’s depth of experience will make a great addition to our team,” said Wolff & Samson partner Dennis Toft, head of the firm’s Environmental practice and chairman of the New Jersey Brownfields and Contaminated Site Remediation Task Force.
Henig-Elona received her law degree from New York Law School and her bachelor’s degree in economics from Rutgers University, earning cum laude honors from both institutions. Prior to joining Wolff & Samson, Henig-Elona was a solo practitioner in Gillette and, prior to that, was Of Counsel at Troutman Sanders, LLP.
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WOLFF & SAMSON NAMED A "GO-TO" FIRM FOR TECHNOLOGY COMPANIES - May 21, 2008
Wolff & Samson PC was named a “Go-To Law Firm for Technology Companies” by Corporate Counsel magazine – one of less than a dozen New Jersey-based law firms to make the national list.
Each year, Corporate Counsel surveys the in-house counsel at the top 500 companies in the country and asks which outside law firms they use and for which practice areas. The named firms are then selected as a “Go-To Law Firm.”
In addition to these surveys, Corporate Counsel’s research department gathers data through court dockets, securities filings and numerous law publications to confirm its findings. This was the first time ALM, which publishes Corporate Counsel, surveyed the country’s leading technology companies.
The entire list of “Go-To” firms will be published by ALM in June as part of its guide, “In-House Law Departments at the Leading Technology Companies.”
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STEPHEN L. FERSZT ELECTED TO PRESTIGIOUS TRUST AND ESTATE COUNSEL - May 15, 2008
Wolff & Samson PC partner Stephen L. Ferszt was elected a Fellow of The American College of Trust and Estate Counsel (ACTEC).
ACTEC is a national professional organization of more than 2,600 lawyers and law professors who are elected by their peers in recognition of having made outstanding contributions to the field of trust and estate law.
ACTEC members are elected to the College by demonstrating the highest level of integrity, commitment to the profession, competence and experience as trust and estate counselors. Prospective Fellows are nominated by members in their geographic area and are evaluated on the basis of professional reputation, ability and contributions to the field through lecturing, writing, teaching and bar activities.
“We’re very proud of Steve’s accomplishments. Being elected a Fellow of ACTEC is a worthy acknowledgement of his dedication and abilities,” said Wolff & Samson senior partner David Samson.
Ferszt practices in the areas of estate planning and administration, ERISA and employee benefits, and taxation. He is a member of the New York State Bar Association, Tax Section, and a member of the New Jersey State Bar Association, Tax Section, of which he is the immediate past Chair. He is also a member of the Internal Revenue Service's Northeast Pension Liaison Group. Ferszt received his J.D. from Benjamin N. Cardozo School of Law.
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WOLFF & SAMSON SUPPORTS RACE FOR THE CURE© - May 4, 2008
Attorneys, staff and family members of Wolff & Samson PC came out in force to support and participate in the first annual North Jersey Susan G. Komen Race for the Cure©. The 5k race/walk, which raises funds for breast cancer research and awareness, was held May 4, 2008 in Branch Brook Park, Newark, and involved more than 10,000 participants.
The Wolff & Samson team was comprised of nearly two dozen employees and family members. The firm, which has several breast cancer survivors among its employees, feels strongly about supporting the cause. “As a firm, the personal experiences of our survivors have both enriched our work environment and inspired our lives,” said Michelle Schaap, a partner at the firm and the team’s captain. “We walk for them and for every one touched by this disease.”
Wolff & Samson environmental partner Dennis Toft was the first team member to cross the finish line, completing the race in 25:40. All walkers/runners from the firm completed the event feeling energized and empowered by being involved in the effort to help find a cure.
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WOLFF & SAMSON CHARITY EVENT TO AID YCS CHILDREN - April 16, 2008
In support of “Celebrate Diversity Month,” West Orange-based Wolff & Samson PC is hosting a bowl-a-thon fundraiser to benefit Newark-based Youth Consultation Service (YCS), the state’s premier private non-profit provider of behavioral health and social services to children in need. On hand to lend their support and encouragement will be ESPN sportscaster and New York Times best-selling author Jeremy Schaap and former Giants quarterback Scott Brunner. The event takes place Wednesday, April 16, at Eagle Rock Lanes in West Orange.
Since 1918, YCS has brought life-changing success to New Jersey’s most vulnerable children, helping thousands of young people build healthier, happier, more hopeful lives. The impact of their work is significant, providing educational and developmental opportunities for more than 3,500 children each day, from birth to age 22. If a child has suffered at the hands of abuse or neglect, or has special needs that are not being met, YCS offers hope for a promising future.
The Wolff & Samson fundraiser was conceived by the firm’s Diversity Initiative, a group of attorneys and staff who concentrate on supporting and furthering the firm’s commitment to diversity. The Diversity Initiative’s efforts frequently focus on the firm’s community outreach program, which recently held fundraisers for The Children’s Hospital of Newark and The Smile Train, and provided assistance to Meals on Wheels and members of our armed forces stationed in Iraq and Afghanistan. The funds raised at this month’s bowling event will go towards increasing community outreach and awareness efforts of YCS.
“ YCS has done so much for so many vulnerable members of our society,” said David Schlossberg, managing partner of Wolff & Samson. “We are thrilled to raise money for and draw attention to their outstanding efforts and programs.”
In support of the event, Schaap will sign copies of his book Triumph: The Untold Story of Jesse Owens and Hitler’s Olympics, and Brunner will sign official Giants football gear, which will serve as prizes for the attorneys and staff participating in the event.
About Youth Consultation Service
YCS serves a diverse population, largely from urban areas and among the poorest families in New Jersey. The organization maintains more than 90 programs – including beds for more than 450 children in group homes and shelters, special education schools and autism programs, addiction counseling and family preservation services, and foster care services and community outreach.
YCS values donors and volunteers as true partners, and offers many ways to get involved. To learn more about YCS and its many programs and opportunities, please call (201)678-1312 or email info@ycs.org.
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BERKEY, TOFT AMONG NEW JERSEY MOST PROMINENT REAL ESTATE ATTORNEYS - April 14, 2008
Wolff & Samson partners Mitchell Berkey and Dennis Toft have been named by Real Estate New Jersey to its list of the state's most prominent real estate attorneys, as featured in the magazine's April issue.
"Dennis and Mitch have negotiated complex, high-profile transactions, consistently achieving positive results. Our clients have benefited from their superb representation and the firm is proud to have them as part of our team," said David Samson, a senior partner of Wolff & Samson and former New Jersey Attorney General.
Mitchell Berkey was recognized by the magazine for his involvement in a wide range of large-scale and unique transactions, including the development and financing of the Meadowlands Xanadu project in East Rutherford. In addition, it referred to his work on the Times Square E Walk Project and the restructuring of a national syndication firm.
Dennis Toft, chairman of the state's Brownfields Site Remediation Task Force, was noted for his work on significant brownfields site acquisitions and redevelopments in municipalities and along railroad right-of-ways throughout the state. He also was recognized as one of the lead attorneys negotiating with the New Jersey Department of Environmental Protection to establish guidelines for risk transfer agreements that will serve as a model for future brownfields transactions around the state.
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LORI GRIFA NAMED ONE OF NEW JERSEY’S BEST 50 WOMEN IN BUSINESS - February 15, 2008
Lori Grifa, a partner at Wolff & Samson PC, has been named by NJBIZ as one of New Jersey’s Best 50 Women in Business. According to NJBIZ, Grifa is being honored for her extensive professional accomplishments, community involvement and advocacy for women within the legal profession.
A lawyer with Wolff & Samson since 1997, Grifa helped to create and implement the firm’s Women’s Initiative Program. The program is designed to support and encourage the retention and advancement of women attorneys at the law firm. It emphasizes mentoring and recognizes the special work-life balance issues faced by many women in larger law firms. The program teaches networking and business development skills, and includes a community service component, where the firm’s women attorneys participate in community activities dedicated to women, children and elderly issues. As a result of this program, which was introduced in 2006, the number of female partners at Wolff & Samson has nearly doubled.
A successful trial lawyer, Grifa's law practice is now dedicated to assisting regulated businesses achieve compliance with the State's myriad administrative and regulatory laws. She has represented clients before the New Jersey Departments of Banking and Insurance, Education, Environmental Protection, Health, Labor, Transportation and Treasury, as well as many of the State's professional licensing boards.
Prior to joining Wolff & Samson, Grifa served as a Special Assistant District Attorney in the Manhattan District Attorney's Office Homicide Investigation Unit from 1989-1997. She also served as a Senior Assistant District Attorney in the Kings County District Attorney’s Office where she was a member of a three-attorney team responsible for the successful prosecution of one of New York City’s most violent drug gangs, in what was then the city’s longest criminal trial.
From 2002-2003, she served as Chief of Staff to N.J. Attorney General David Samson. As Chief of Staff, she managed the N.J. Department of Law & Public Safety, which is comprised of more than 9,500 employees, including 800 attorneys, and was responsible for providing legal representation to the State’s departments, boards, commissions and authorities. Additionally, she oversaw the State's criminal prosecution efforts.
Grifa also is very involved within the community, serving on the Development Committee for Habitat for Humanity – Newark, where she is responsible for fundraising efforts dedicated to land acquisition and underwriting the construction costs associated with building affordable housing for Habitat families. Previously, she served on the D.A.R.E New Jersey Board of Directors from 2002-2007. During her five-year membership, D.A.R.E New Jersey served more than 500,000 children in 550 of the State’s 566 municipalities.
Grifa, who lives in Montclair, holds a bachelor’s degree in political science from Rutgers University where she was a Henry Rutgers Thesis Scholar. She earned her law degree from Boston College Law School.
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SPADORO & HILSON MERGES WITH WOLFF & SAMSON - January 18, 2008
George A. Spadoro has merged his firm, Spadoro & Hilson, with Wolff & Samson PC. Spadoro joins Wolff & Samson as a partner, strengthening the firm’s business and corporate law practice.
At Wolff & Samson, Spadoro will advise companies and their senior executives on the legal and strategic considerations faced by growing businesses. He will also focus on contract negotiations, development and redevelopment, capital fulfillment, commercial litigation, business dissolutions, restrictive covenant litigation and employment litigation.
“Wolff & Samson is pleased to have George on our team,” said David Samson, a founding partner of Wolff & Samson and former New Jersey State Attorney General. “His experience will greatly benefit our clients and help position us as the go-to firm for business and corporate litigation.”
Spadoro has more than 25 years of legal experience. He has represented numerous corporate clients and individuals in both the federal and state courts. Prior to joining Wolff & Samson, he was a senior partner at Spadoro & Hilson in Woodbridge, N.J. While there, he earned an AV Peer Review rating, the highest rating available from Martindale-Hubbell.
“Wolff & Samson is one of New Jersey‘s finest practices and I look forward to offering my clients a more extensive portfolio of legal services as part of their team,” said Spadoro.
Spadoro, a former member of the New Jersey General Assembly and former Mayor of Edison, is joined by two of his colleagues from Spadoro & Hilson, Arthur T. Hilson and Bruce D. Ettman.
Arthur T. Hilson, joining the firm as of counsel, has more than 20 years of experience in corporate, commercial and business law. His practice involves general business advising, corporate transactions, real estate, sales and acquisitions, banking, commercial and residential real estate development, real estate restructuring, employment contracts and secured transactions.
Joining as an associate, Bruce D. Ettman’s experience is in corporate and business law, employment law, restrictive covenant litigation, creditors’ rights, commercial leasing and business litigation. He has represented clients in both the federal and state courts.
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Wolff & Samson PC is pleased to announce that Thomas J. Trautner has been appointed to the editorial board of the New Jersey Chapter of the Community Associations Institute, a professional association of condominium developers, property managers and other industry service providers. In this capacity, Mr. Trautner will assist with coordinating the publication of the Institute's monthly magazine, Community Trends. Thomas Trautner can be reached at (973) 530-2079 or via e-mail at ttraunter@wolffsamson.com.
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Wolff & Samson PC is pleased to announce that Catherine P. Wells appeared on a talk radio show on WMTR Radio on Sunday, November 5, 2006. The show, "For Your Benefit," is a weekly radio program sponsored by The Stratford Financial Group, which focuses on various employment and benefits related issues important to New Jersey employers. For Your Benefit is regularly hosted by Jeffrey Ingalls, a principal of Stratford Financial Group, on Sunday mornings at 9:00 a.m. Ms. Wells' program addressed the myriad of legal issues associated with disability leaves of absences, including leaves mandated by state and federal law. For additional information regarding this program or to obtain a CD of the show, you may contact Catherine P. Wells at (973) 530-2051 or e-mail her at cwells@wolffsamson.com.
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On April 29, 2006, John A. McKinney, Jr., a member of the New Jersey Historic Sites Commission, along with Amy Cradic, Assistant Commissioner and Deputy State Historic Preservation Officer in the NJDEP, Dorothy P. Guzzo, Administrator of the Historic Preservation Office and Deputy State Historic Preservation Officer and Marilou Ehrler, Chair of the Historic Sites Council , presented 11 New Jersey Historic Preservation Awards to individuals, groups and agencies statewide in the Statehouse's Assembly Chamber.
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Wolff & Samson is pleased to announce that John A. McKinney, Jr. was nominated by Acting Governor Richard J. Codey and confirmed by the New Jersey Senate as one of eleven citizen members of the New Jersey Historic Sites Council. The Council advises the Commissioner of the New Jersey Department of Environmental Protection on proposed encroachments such as rehabilitations, alterations, demolitions, and relocations by public entities of a property listed on the New Jersey Register of Historic Places prior to final agency action.
Mr. McKinney is also a member of the Board of Trustees and its Executive Committee of The Drumthwacket Foundation, the preserver and curator of the official residence of the Governor of New Jersey and its grounds. As a member of the firm's Environmental Law Group, he deals with historic preservation issues as they arise in the environmental permitting area.
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Bankruptcy & Creditors' Rights
On May 3, 2006, Robert E. Nies moderated and David N. Ravin spoke at THE INTERPLAY BETWEEN BANKRUPTCY & INTELLECTUAL PROPERTY LAW: When Titans Clash, Something Has to Give!. This program focused on the interplay between two areas of law that have a major impact on every practitioner’s business clients: bankruptcy and intellectual property law. The program was designed for practitioners at all levels of experience in both fields of expertise.
For further information contact Robert E Nies at (973)530-2012 or via e-mail at: rnies@wolffsamson.com.
On Friday, April 21, 2006, at the Eighth Annual Hon. William H. Gindin Bankruptcy Bench-Bar Conference, Robert E. Nies, Esq. of Wolff & Samson PC was joined by Gregory R. Haworth, Esq. and Mike M. McLaughlin, Esq., as they presented a workshop on the cutting-edge topic of LITIGATION for anyone involved in Bankruptcy Practice sponsored by the New Jersey Institute for Continuing Legal Education. For further information contact Robert E. Nies at (973)530-2012 or via e-mail at: rnies@wolffsamson.com.
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Construction
On March 18, 2008, David E. Wolff spoke to the Construction Management Association of America - New York/New Jersey Chapter on the increased notification and reporting requirements for prevailing wages in the 2007 Amendments to the New York Labor Law. For further information contact David E. Wolff at (973)530-2059 or via e-mail at: dwolff@wolffsamson.com.
On May 23, 2007, David E. Wolff was a speaker at the New York Association of Realty Managers conference entitled: Lawsuit Avoidance via Ethical Behavior and Contract Management. Mr. Wolff spoke on the topic of: The General Conditions Clauses of Performance and Construction Contracts as a Living and Breathing Metaphor for Ethical Behavior. For further information contact David E. Wolff at (973)530-2059 or via e-mail at: dwolff@wolffsamson.com.
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Corporate & Securities
On June 10, 2008, Michelle A. Schaap presented "Growing via Joint Ventures and Alliances" which was part of the Stevens Institute of Technology Law & Entrepreneurship Program titled "How to Advise Entrepreneurial Clients:What Every Counsel Should Know". For further information contact Michelle A. Schaap at (973)530-2026 or via e-mail at: mschaap@wolffsamson.com.
PFSweb and eCOST.com Sign Definitive Merger Agreement Merger to
Combine eCOST.com's Strong Web Commerce Platform With PFSweb's
Advanced Technology and Distribution Infrastructure
Wolff & Samson PC is Acting as PFSweb's Legal Counsel
PFSweb, Inc. (Nasdaq: PFSW), a global provider of integrated business process outsourcing (BPO) solutions, and eCOST.com (Nasdaq: ECST), a leading online discount retailer, announced today they have signed a definitive merger agreement.
Under the terms of the agreement, eCOST.com will become a wholly owned subsidiary of PFSweb, operating under the eCOST.com name and maintaining its headquarters in Torrance, California. PFSweb will issue to eCOST.com shareholders one PFSweb common share for each outstanding share of eCOST.com in a tax-free, share-for-share transaction. The combined revenue between both companies for the trailing twelve months ended September 30, 2005 totaled $528 million.
Mark Layton, CEO of PFSweb, said, "We are pleased to move forward with our previously announced proposed merger. By combining the core strengths of both PFSweb and eCOST.com, this transaction provides a unique opportunity to tap the true underlying growth potential for both companies and optimize performance. Further, we believe the combined company can generate significant cost savings of approximately $4-$5 million per year.
"We believe the effective utilization of our world-class technology infrastructure with eCOST.com's web commerce capabilities will dramatically give us the opportunity to increase the scale of our business and enhance our growth outlook. The combined company will benefit from a larger, more diverse customer base that can create additional revenue streams, provide significant cross-selling opportunities and expand our portfolio of product and service offerings."
Adam Shaffer, CEO of eCOST.com, said, "Our highly recognizable e-commerce platform and growing 1.3 million total customers for new and refurbished products combined with PFSweb's distribution and fulfillment capabilities provide strong future growth opportunities. This merger complements both businesses, which we believe will result in greater overall service for our customers, enhanced financial strenght and stronger returns for our shareholders."
The Boards of Directors of both PFSweb and eCOST.com unanimously approved the merger transaction. Wells Fargo Securities, LLC acted as PFSweb's financial advisor and Thomas Weisel Partners, LLC acted as eCOST's financial advisor. Wolff & Samson PC is acting as PFSweb's legal counsel and Latham & Watkins LLP is acting as eCOST.com's legal counsel.
The parties currently anticipate consummating the merger in the first quarter of 2006. Upon the closing of the merger, shares of eCOST.com common stock would no longer be listed on NASDAQ. The consummation of the merger is subject to customary closing conditions including the approval of the stockholders of both PFSweb and eCOST.com at special meetings, the amendment to PFSweb's charter to increase the number of authorized shares of PFSweb common stock and no material adverse change in either company's business.
PFSweb, known as "the brand behind the brand," currently warehouses, manages and fulfills more than $1.6 billion annually in merchandise and transactions for its clients from distribution facilities located worldwide. eCOST.com is a multi-category online discount retailer of new, closeout and refurbished products, offering more than 100,000 brand-name products including computer hardware and software, home electronics, digital imaging, jewelry, housewares, DVDs, video games, and more, from leading manufacturers such as Apple, Canon, Sony, HP, Nikon, Onkyo, and Toshiba. eCOST.com markets to both consumer and business customers through its Every Day Low Price platform and proprietary Bargain Countdown platform.
Conference Call Information
PFSweb and eCOST.com will host a joint conference call on Monday, December 5th at 3:30 p.m. Central Time (4:30 p.m. Eastern). Management for both companies will discuss the definitive merger agreement in greater detail in a presentation format. To view the PowerPoint presentation that will coincide with the conference call, please go to the following link, http://kcsa.econfcall.net/webconference.jsp?refno=6769749. Please join 15 minutes before the conference call is scheduled to begin to enable your PC for Internet conferencing.
To listen to the live call, please dial (973) 935-2800 pin number: 6760329, at least five minutes before the scheduled start time. Investors can also access the call in a "listen only" mode at the Company's website, www.pfsweb.com.
A digital replay of the conference call will be available through December 20, 2005 at (973) 341-3080 pin number 6760329. The replay, as well as the PowerPoint presentation, will also be available at the Company's web site for a limited time.
About eCOST.com, Inc.
eCOST.com is a leading multi-category online discount retailer of high-quality new, "close-out" and refurbished brand-name merchandise for consumers and small business buyers. eCOST.com markets over 100,000 different products from leading manufacturers such as Apple, Canon, Citizen, Denon, HP, Nikon, Onkyo, Seiko, Sony, and Toshiba primarily over the Internet (http://www.ecost.com) and through direct marketing. Prior to April 11, 2005, eCOST.com was a subsidiary of PC Mall, Inc.
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements include eCOST.com's expectations, hopes or intentions regarding the future, including but not limited to statements regarding business and financial trends and eCOST.com's expectations regarding profitability, eCOST's agreement to merge with PFSweb and the expected benefits of such a merger. Forward-looking statements involve risks and uncertainties and actual results may differ materially from those discussed in any such statement. Among the factors that could cause actual results to differ materially are the
following: reliance on PC Mall's maintenance of eCOST.com's systems; eCOST.com's ability to maintain existing and build new vendor and supplier relationships; ability to obtain favorable product pricing and vendor consideration; product availability; outages of eCOST.com's systems and website; ability to attract customers on cost-effective terms; risks due to shifts in market demand and the economic climate and, with respect to the proposed merger, the inability of eCOST.com and PFSweb to, among other things, obtain approval from their respective shareholders for the transaction, and, assuming the merger is consummated, the inability of the companies to successfully integrate their business to achieve the anticipated benefits of the transaction. Additional factors that could cause actual results to differ are discussed under the heading "Risk Factors" and in other sections of eCOST.com's Annual Report on Form 10-K/A for the year ended December 31, 2004 filed with the Securities and Exchange Commission and in its other periodic reports filed from time to time with the Commission. All forward-looking statements in this document are made as of the date hereof, based on information available to eCOST.com as of the date hereof, and eCOST.com assumes no obligation to update any forward-looking statement.
About PFSweb, Inc.
PFSweb develops and deploys integrated business infrastructure solutions and fulfillment services for Fortune 1000, Global 2000 and brand name companies, including third party logistics, call center support and e-commerce services. The company serves a multitude of industries and company types, including such clients as Adaptec (Nasdaq:ADPT), CHiA'SSO, FLAVIA(R) Beverage Systems, Hewlett-Packard (NYSE:HPQ), International Business Machines (NYSE:IBM), Nokia (NYSE:NOK), Pfizer, Inc. (NYSE:PFE), Raytheon Aircraft Company, Rene Furterer USA, Roots, Inc., Smithsonian Institution and Xerox (NYSE:XRX).
To find out more about PFSweb, Inc. (NASDAQ: PFSW), visit our website at www.pfsweb.com.
The matters discussed in this news release (except for historical
information) and, in particular, information regarding the merger, estimates, future revenue, earnings and business plans and goals, consist of forward-looking information under the Private Securities Litigation Reform Act of 1995 and are subject to and involve risks and uncertainties, which could cause actual results to differ materially from the forward-looking information. These forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. These risks and uncertainties include, but are not limited to, PFSweb's ability to retain and expand relationships with existing clients and attract new clients; PFSweb's dependence upon its agreements with IBM; PFSweb's reliance on the fees generated by the transaction volume or product sales of its clients; PFSweb's reliance on its clients' projections or transaction volume or product sales; PFSweb's client mix and the seasonality of their business; PFSweb's ability to finalize pending contracts; the impact of new accounting standards and rules regarding revenue recognition, stock options, and other matters; changes in accounting rules or current interpretation of those rules; the impact of strategic alliances and acquisitions; trends in the market for PFSweb's services; trends in e-commerce; whether PFSweb can continue and manage growth; changes in the trend toward outsourcing; increased competition; PFSweb's ability to generate more revenue and achieve sustainable profitability; effects of changes in profit margins; the customer concentration of PFSweb's business; the unknown effects of possible system failures and rapid changes in technology; trends in government regulation both foreign and domestic; foreign currency risks and other risks of operating in foreign countries; potential litigation involving our e-commerce intellectual property rights; PFSweb's dependency on key personnel; PFSweb's ability to raise additional capital or obtain additional financing; PFSweb's relationship with and its guarantees of the working capital indebtedness of its subsidiary, Supplies Distributors; PFSweb's ability or the ability of its subsidiaries to borrow under current financing arrangements and maintain compliance with debt covenants; whether outstanding PFSweb warrants issued in a prior private placement will be exercised in the future and, with respect to the proposed merger. the inability of eCOST.com and PFSweb to, among other things, obtain approval from their respective shareholders for the transaction, and, assuming the merger is consummated, the inability of the companies to successfully integrate their business to achieve the anticipated benefits of the transaction A description of these factors, as well as other factors, which could affect PFSweb's business, is set forth in PFSweb's Form 10-K for the year ended December 31, 2004.
In addition, some forward-looking statements are based upon assumptions as to future events that may not prove to be accurate. Therefore, actual outcomes and results may differ materially from what is expected or forecasted in such forward-looking statements. We undertake no obligation to update publicly any forward-looking statement for any reason, even if new information becomes available or other events occur in the future. There may be additional risks that we do not currently view as material or that are not presently known.
WHERE YOU CAN FIND ADDITIONAL INFORMATION:
PFSweb will file with the Securities and Exchange Commission (the
"SEC") a registration statement on Form S-4 containing a joint proxy statement for the PFSweb and eCOST stockholder meetings and a prospectus for the PFSweb common stock to be offered to eCOST's shareholders in connection with the Merger. Investors and shareholders are urged to read the registration statement carefully when it becomes available, because it will contain important information about the Merger. Investors and shareholders may obtain a free copy of the registration statement, when it becomes available, and other documents filed with, or furnished to, the SEC by PFSweb from the SEC's website at http://www.sec.gov. Stockholders will also be able to obtain a free-of-charge copy of the joint proxy statement/prospectus and other relevant documents (when available) by directing a request by mail or telephone to either (i) PFSweb, Inc., 500 North Central Expressway, Suite 500, Plano, Texas 75074 Attention: Corporate Secretary,
Telephone: (972) 881-2900, or from PFSweb's website, www.pfsweb.com or
(ii) eCOST.com, Inc., 2555 West 190th Street, Suite 106, Torrance CA 90504 Attention: Corporate Secretary, Telephone: (310) 225-5025, or from eCOST.com's website, www.ecost.com.
Each company and certain of its directors, executive officers and other members of management and employees may, under the rules of the SEC, be deemed to be "participants" in the solicitation of proxies from such company's stockholders in favor of the prospective merger. Information regarding the persons who may be considered "participants" in the solicitation of proxies will be set forth in any proxy statement that is filed with the SEC. Information regarding certain of these persons and their beneficial ownership of the common stock of either company is also set forth in the Schedule 14A filed by eCOST.com on May 27, 2005 with the SEC, and the Schedule 14A filed by PFSweb on April 28, 2005 with the SEC.
CONTACT: KCSA Worldwide
Lewis Goldberg / Todd Fromer
212-896-1216 / 212-896-1215
lgoldberg@kcsa.com / tfromer@kcsa.com
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Corporate Travel
On May 19, 2008, Laurence M. Smith was a panelist at the ACTE/BTN Global Education Conference. The panel was entitled "Living Travel Vocabulary:Changing Terms and Conditions." For further information contact Laurence M. Smith at (973)530-2021 or via e-mail at: lsmith@wolffsamson.com.
On April 9, 2008, Laurence M. Smith was a panelist at the ACTE PowerTalk Conference. The panel presented the legal perspective of The Corporate Manslaughter and Corporate Homicide Act. The Act introduces a new offense, across the UK, for prosecuting companies and other organizations where there has been a gross failing, in the management of health and safety with fatal consequences. This new legislation has serious implications for travel programs with travelers in the UK. For further information contact Laurence M. Smith at (973)530-2021 or via e-mail at: lsmith@wolffsamson.com.
On June 14, 2006, Laurence M. Smith presented "Flying Above the Fray: Negotiating and Contracting with Airlines in Financial Distress" at the Silicon Valley Business Travel Association monthly meeting. Mr. Smith discussed the concerns attendant to contracting with airlines that are in bankruptcy or in danger of filing. The presentation examined negotiating strategies, as well as contractual provisions, that will help insulate companies and their travel managers from the bankruptcy process and the bankruptcy courts. For further information contact Laurence M. Smith at (973) 530-2021 or e-mail him at lsmith@wolffsamson.com.
On May 24, 2006, Laurence M. Smith was the featured speaker of the Association of Corporate Travel Executives (ACTE) Webcast entitled "Establishing KPI's for the Travel Program". This Webcast provided guidance culled from many established and successful case studies on best practices for developing KPIs and incentive compensation programs that yield meaningful and equitable results for agency and corporate clients alike. For further information contact Laurence M. Smith at (973) 530-2021 or via e-mail at: lsmith@wolffsamson.com.
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Employment
The Employment Law Group of Wolff & Samson hosted an Employers Breakfast Briefing Series on June 5, 2008. Catherine Wells, head of the firm's Employment practice, presented "Significant Developments in Employment Law," covering such topics NJ Paid Family Leave, NJ State WARN, recent FMLA amendments, Medicare retiree benefits, and other recent developments.
For more information, please contact the Employment Law Group at (973)530-2175 or via e-mail at: employmentlawgroup@wolffsamson.com.
On April 30, 2008, Catherine Wells was the guest speaker at a Sobel & Co. Financial Executives Roundtable event. Ms. Wells' presentation, titled "Avoiding Common Pitfalls Encountered by Employers," provided insight on ten of the most common pitfalls faced by employers and how they can address the issues to reduce their liability and litigation risk. For further information please contact Catherine Wells at:(973)530-2051 or via e-mail at: cwells@wolffsamson.com.
On April 8, 2008, the Employment Law Group of Wolff & Samson presented a Breakfast Briefing Series on "Emerging Human Resources Trends and Their Impact on Business". The guest speaker, Barbara Kaplan Newman, the Founder of Beacon HR, LLC, provided a summary of the Human Resources and business literature on key demographic, technological, environmental and other trends affecting US workplaces – now and in the foreseeable future. This breakfast seminar also provided ideas for how employers may effectively deal with the challenges these trends present and was designed to help executives and professionals with planning new approaches and success strategies. For further information please contact the Employment Law Group by phone at (973)530-2175 or by email at: EmploymentLawGroup@wolffsamson.com.
The December 10, 2007 issue of NJBIZ magazine contains an interview with Wolff & Samson partner Catherine P.Wells. The article is entitled: "Employers Can Expect More Legal Paperwork in 2008". For further information please contact Catherine P. Wells at:(973)530-2051 or via e-mail at: cwells@wolffsamson.com.
On December 6, 2007, Wolff & Samson PC hosted a seminar titled "Conducting Effective Internal Investigations" as part of its ongoing Employers Breakfast Briefing Series. The seminar, presented by Wolff & Samson partner Catherine P. Wells and geared towards general counsel, executives and human resource professionals, discussed the importance of conducting effective internal investigations of harassment, discrimination and whistle blowing complaints. Attendees were shown how to determine when an internal investigation is necessary, investigation techniques and effective interview techniques, as well as how to prepare appropriate documentation. For further information regarding this seminar, please contact Catherine P. Wells, Esq., Wolff & Samson PC, at:(973)530-2051 or via e-mail at: cwells@wolffsamson.com.
On June 14, 2007, Catherine Wells hosted, together with J.Frank Vespa-Papaleo, Esq, the Director of the New Jersey Division of Civil Rights, the New Jersey Division of Civil Rights Employer Advisory Council Regional Meeting. The meeting focused on compliance with the Civil Union Act and other recent amendments to the LAD and FLA to protect sexual minorities in New Jersey. For further information, please contact Catherine Wells at (973)530-2051 or via email at: cwells@wolffsamson.com.
On December 7, 2006, The Employers Breakfast Briefing Series presented “Adverse Employment Actions: Are You at Risk for a Potential Retaliation Claim?” in response to concerns about the United States Supreme Court’s recent decision, Burlington Northern & Sante Fe Railway Co. v. White, which substantially broadened the scope of retaliation claims under Title VII of the Civil Rights Act. The decision, which can be viewed as a continued expansion of employee rights in the area, has created vast uncertainty as to what constitutes unlawful retaliation. Catherine P. Wells, a partner in Wolff & Samson’s Employment Law Group, discussed the Court’s broad sweeping ruling, its impact upon employers and the various policies and procedures employers can implement to avoid or minimize the risk of workplace retaliation claims. For further information contact Catherine P. Wells at (973)530-2051 or via e-mail at: cwells@wolffsamson.com.
Wolff & Samson PC is pleased to announce that Catherine P. Wells appeared on a talk radio show on WMTR Radio on Sunday, November 5, 2006. The show, "For Your Benefit," is a weekly radio program sponsored by The Stratford Financial Group, which focuses on various employment and benefits related issues important to New Jersey employers. For Your Benefit is regularly hosted by Jeffrey Ingalls, a principal of Stratford Financial Group, on Sunday mornings at 9:00 a.m. Ms. Wells' program addressed the myriad of legal issues associated with disability leaves of absences, including leaves mandated by state and federal law. For additional information regarding this program or to obtain a CD of the show, you may contact Catherine P. Wells, Esq. at (973) 530-2051 or e-mail her at cwells@wolffsamson.com.
On November 6, 2006, Catherine P. Wells, a partner in Wolff & Samson's Employment Law Group, together with J. Frank Vespa-Papaleo, Esq, the Director of the New Jersey Division on Civil Rights, presented an in-depth seminar entitled "Leaves of Absence: Navigating State and Federal Leave Laws With Minimal Disruption to the Business" at the 15th Annual Conference of the Garden State Council's Society of Human Resources Management. Ms. Wells and Mr. Vespa-Papaleo focused on navigating the complex issues regarding leaves of absence under federal and state laws while simultaneously minimizing the costs and other disruptions to the business. This program highlighted the differences between the Family and Medical Leave Act and the New Jersey Family Leave Act, the complex issues relating to reinstatement, an employer's obligation to accommodate a disabled employee or to provide job restructuring as well as the practice and procedures employed by the New Jersey Division on Civil Rights determining whether there has been a violation of the New Jersey Family Leave Act. For more information concerning the Firm's Employment Law Group, please contact Catherine P. Wells, Esq. at (973) 530-2051 or e-mail her at cwells@wolffsamson.com.
On November 6, 2006, the Employment Law Group of Wolff & Samson hosted a networking reception for the Society for Human Resource Management Garden State Council's Annual Statewide Conference at the Ocean Place Resort & Spa in Long Branch, New Jersey. The Firm's Employment Law Group joined several hundred Human Resources professionals from a variety of industries around the State as part of a two-day conference focusing on "HR & Business: A Performance Partnership." For more information concerning the Firm's Employment Law Group, you may contact Catherine P. Wells, Esq. at (973) 530-2051 or e-mail her at cwells@wolffsamson.com.
On September 20, 2006, Catherine P. Wells, Esq. spoke at a seminar entitled "Think Like An Employment Lawyer: An Interactive Discussion of 10 Real Life Workplace Scenarios" sponsored by Lorman Educational Services. Ms. Wells presentation was "Drawing a Line In the Sand: Managing Disability Leaves of Absence" and focused on an employer's obligation to provide an eligible employee with a disability leave of absence under state and federal law. The seminar addressed issues such as leave entitlement, reinstatement rights, leave as a reasonable accommodation as well as other complex issues relating to pregnancy leaves of absence. For further information contact Catherine P. Wells, Esq. at (973) 530-2051 or e-mail her at cwells@wolffsamson.com.
On June 16, 2006, Wolff & Samson PC hosted a seminar entitled ”Immigration in the Workplace: Are Your Employees Employment Eligible?” as part of its ongoing Employers Breakfast Briefing Series. This seminar was conducted by Neil S. Dornbaum, Esq., a prominent immigration attorney and one of the founding partners of Dornbaum & Peregoy. The seminar focused on an employer’s obligation to verify an employee’s identity and employment eligibility, the scope of permissible inquiries, an employer’s obligation to terminate individuals who are not employment eligible, and the potential sanctions for employers for violations of federal law. It provided in-depth guidance to employers for complying with requirements to complete, update, and retain Employment Eligibility Verifications, Form I-9, for all employees, whether U.S. citizens or non-U.S. citizens. For further information regarding this seminar, please contact Catherine P. Wells, Esq., Wolff & Samson PC, at: (973)-530-2051 or email her at: cwells@wolffsamson.com.
Wolff & Samson is pleased to announce that Catherine P. Wells, Esq. was invited to speak as a guest lecturer for The Sobel & Company's Executive Women's Program on May 17, 2006. The Sobel & Co.'s Executive Women's Program is designed to bring high level women executives and business owners together to discuss issues confronting executive women in the management of their businesses. Ms. Wells' workshop focused on "Workplace Management" issues confronting all businesses owners and limiting the potential liability for employment related claims.
For further information regarding this workshop, please contact Catherine P. Wells, Esq. at (973) 530-2051 or e-mail her at cwells@wolffsamson.com.
Wolff & Samson's Employment Law Group held a Breakfast Briefing on Pre-Employment Inquiries: Lawful and Effective Interviewing on Tuesday, April 18, 2006. This briefing focused on ways to interview employment candidates and ways to identify well-qualified candidates. Wolff & Samson’s Employment Law Group highlighted the legal limits of pre-employment inquiries and the potential liability for crossing the line. Guest speaker was Barbara Kaplan Newman of Beacon HR, LLC who highlighted techniques to assist employers in accomplishing their goal of identifying candidates most likely to perform effectively on the job.
For further information, please contact: EmploymentLawGroup@wolffsamson.com or by phone: (973)530-2175.
On Thursday, March 23, 2006, Wolff & Samson P.C. was proud to host Working Relationships: Career Opportunites for Job Seekers with Disabilities along with The Henry H. Kessler Foundation as it sponsored an employment symposium for its grantees working in job development, placement and training for individuals with disabilities. The program focused on strategies to help employment specialists improve placement and outcomes in New Jersey. For further information contact Catherine P. Wells at (973)530-2051 or via e-mail at: cwells@wolffsamson.com.
On January 25, 2006, Wolff & Samson's Employment Law Group presented a Briefing entitled: Leave of Absences: How to Navigate State and Federal Law". J. Frank Vespa-Papaleo, Director of the New Jersey Division on Civil Rights and Gary LoCassio, Deputy Director of the New Jersey Division on Civil Rights, were guest lecturers. The briefing focused on the differences between state and federal law, leave entitlements, reinstatement rights and other complex matters such as pregnancy related absences and recent changes to the Division's practice rules and regulations. For further information contact Catherine P. Wells at (973)530-2051 or via email at: cwells@wolffsamson.com.
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Environmental
LEE HENIG-ELONA HAS JOINED WOLFF & SAMSON AS COUNSEL IN THE FIRM'S ENVIRONMENTAL PRACTICE GROUP - June 13, 2008
Lee Henig-Elona has joined Wolff & Samson PC as Counsel in the firm’s Environmental practice group. Henig-Elona, of Gillette, has extensive experience in contract negotiations for asset and stock transactions involving contaminated properties, investigation and remediation oversight and management, transactional due diligence and compliance review. In addition, her experience includes ISRA and SEQRA approvals, zoning and planning applications and permitting for development.
“Lee’s depth of experience will make a great addition to our team,” said Wolff & Samson partner Dennis Toft, head of the firm’s Environmental practice and chairman of the New Jersey Brownfields and Contaminated Site Remediation Task Force.
Henig-Elona received her law degree from New York Law School and her bachelor’s degree in economics from Rutgers University, earning cum laude honors from both institutions. Prior to joining Wolff & Samson, Henig-Elona was a solo practitioner in Gillette and, prior to that, was Of Counsel at Troutman Sanders, LLP.
On June 10, 2008, Lori E. Grifa was a panelist for The New Jersey Chapter of the National Association of Industrial and Office Properties (NJ-NAIOP) seminar titled “What You Need to Know Now About COAH and Site Remediation”. The event was designed to inform attendees about the changes to the New Jersey Department of Environmental Protection’s (DEP) Site Remediation Program, and the impact of the new Council on Affordable Housing (COAH) rules and recently introduced legislation. Lori E. Grifa discussed the new COAH rules; how the revised COAH Third Round Rules impact development; pending legislative and legal action strategies to counter COAH fees; COAH’s impact on mixed-use redevelopment projects; and why Growth Share is bad for municipalities. For further information contact Lori E. Grifa at (973)530-2100 or via e-mail at: lgrifa@wolffsamson.com.
BERKEY, TOFT AMONG NEW JERSEY MOST PROMINENT REAL ESTATE ATTORNEYS - April 14, 2008
Wolff & Samson partners Mitchell Berkey and Dennis Toft have been named by Real Estate New Jersey to its list of the state's most prominent real estate attorneys, as featured in the magazine's April issue.
"Dennis and Mitch have negotiated complex, high-profile transactions, consistently achieving positive results. Our clients have benefited from their superb representation and the firm is proud to have them as part of our team," said David Samson, a senior partner of Wolff & Samson and former New Jersey Attorney General.
Mitchell Berkey was recognized by the magazine for his involvement in a wide range of large-scale and unique transactions, including the development and financing of the Meadowlands Xanadu project in East Rutherford. In addition, it referred to his work on the Times Square E Walk Project and the restructuring of a national syndication firm.
Dennis Toft, chairman of the state's Brownfields Site Remediation Task Force, was noted for his work on significant brownfields site acquisitions and redevelopments in municipalities and along railroad right-of-ways throughout the state. He also was recognized as one of the lead attorneys negotiating with the New Jersey Department of Environmental Protection to establish guidelines for risk transfer agreements that will serve as a model for future brownfields transactions around the state.
On Tuesday, January 15, 2008, Robert H. Crespi spoke at the Roundtables With Industry Experts. The topic was: Regulation by Proclamation. For further information contact Robert H. Crespi at (973)530-2060 or via e-mail at: rcrespi@wolffsamson.com.
On Wednesday, January 9, 2008, Robert H. Crespi spoke at the ICSC National Conference in San Diego, California. The topic was: An Ounce of Prevention: Evaluating and Managing Environmental Risks in Today's Marketplace. For further information contact Robert H. Crespi at (973)530-2060 or via e-mail at: rcrespi@wolffsamson.com.
On February 20, 2007, John M. Simon and Daniel T. McKillop were featured speakers at a course entitled: "Environmental Audits and Site Assessments" offered by Cook College in New Brunswick, New Jersey. Mr.Simon and Mr. McKillop presented two important seminars entitled: "Legal Background for Site Assessments" and "Liability Concerns related to Site Assessments". For further information contact John M.Simon at (973)530-2019 or via e-mail at: jsimon@wolffsamson.com.
On April 29, 2006, John A. McKinney, Jr., a member of the New Jersey Historic Sites Commission, along with Amy Cradic, Assistant Commissioner and Deputy State Historic Preservation Officer in the NJDEP, Dorothy P. Guzzo, Administrator of the Historic Preservation Office and Deputy State Historic Preservation Officer and Marilou Ehrler, Chair of the Historic Sites Council, presented 11 New Jersey Historic Preservation Awards to individuals, groups and agencies statewide in the Statehouse's Assembly Chamber.
Wolff & Samson is pleased to announce that John A. McKinney, Jr. was nominated by Acting Governor Richard J. Codey and confirmed by the New Jersey Senate as one of eleven citizen members of the New Jersey Historic Sites Council. The Council advises the Commissioner of the New Jersey Department of Environmental Protection on proposed encroachments such as rehabilitations, alterations, demolitions, and relocations by public entities of a property listed on the New Jersey Register of Historic Places prior to final agency action.
Mr. McKinney is also a member of the Board of Trustees and its Executive Committee of The Drumthwacket Foundation, the preserver and curator of the official residence of the Governor of New Jersey and its grounds. As a member of the firm's Environmental Law Group, he deals with historic preservation issues as they arise in the environmental permitting area.
Erisa & Employee Benefits
On June 18, 2008, Stephen L. Ferszt moderated the SECTION 409A COMPLIANCE AND DEFERRED COMPENSATION - A Guide for Tax, Benefit and Corporate Attorneys held at the New Jersey Law Center in New Brunswick, New Jersey. The IRS has extended the compliance period for Section 409A until the end of this year. As Tax, Benefit and Corporate Attorneys know, IRS Code Section 409A imposes restrictions on the timing of payments from certain deferred compensation agreements, such as stock options, deferred compensation plans, bonus arrangements and employment and severance agreements. With the deadline looming, attorneys must carefully review their client’s formal and informal compensation agreements, and if need be, bring them into compliance with the regulations. Failure to do so can result in a great deal of financial pain for employees, as they will be required to include the noncompliant deferred amounts in income on their tax returns and pay additional tax - specifically a whopping 20 percent excise tax and interest. For further information contact Stephen L. Ferszt at(973)530-2020 or via e-mail at: sferszt@wolffsamson.com.
On May 21, 2008, Stephen L. Ferszt was a panelist at the NJSBA Annual Meeting and Convention. The panel was entitled "Everything you Wanted to Know About Distributions from Your Retirement Accounts but were Afraid to Ask." For further information contact Stephen L. Ferszt at (973)530-2020 or via e-mail at: sferszt@wolffsamson.com.
On Monday, November 20, 2006, Stephen L. Ferszt spoke at the New Jersey Institute for Continuing Legal Education Seminar entitled: "The Pension Protection Act of 2006". This legislation is designed to shore up defined benefit plan funding, so that employers will meet their pension obligations. It also is intended to liberalize contribution and roll over rules for 401k plan and IRAs. For further information contact Stephen L. Ferszt at (973)530-2020 or via e-mail at: sferszt@wolffsamson.com.
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Fidelty&Surety
On June 9, 2008, Eric J. Levine moderated FIDELITY & SURETY LAW: THE BASICS AND 2008 UPDATE which was presented in cooperation with the NJSBA Fidelity & Surety Law Section and the NJSBA Insurance Law Section. This seminar provided an easy-to-understand explanation of the basic principles of surety and fidelity coverage, including a discussion of practical pointers for handling a surety and fidelity bond claim on behalf of your clients, plus an update of recent case law developments. For further information contact Eric J. Levine at (973)530-2055 or via e-mail at: elevine@wolffsamson.com.
On February 1, 2008, Armen Shahinian moderated the Luncheon Program for the American Bar Association, Tort Trial & Insurance Practice Section, Fidelity & Surety Law Committee's Mid-Winter Meeting at the Sheraton New York Hotel & Towers. The program consisted of a Presidents Panel consisting of the Presidents of the Surety Divisions of Chubb, Zurich, Great American, Travelers, Safeco and Liberty Mutual Insurance Companies and addressed the state of the surety market, its challenges and future. For further information contact Armen Shahinian at (973)530-2002 or via e-mail at: ashahinian@wolffsamson.com.
On October 31 to November 2, 2007, the American Bar Association, Tort Trial & Insurance Practice Section, Fidelity & Surety Law Committee held its fall meeting in Orlando, Florida. This year's program was entitled: "Loan Loss Coverage Under Financial Institution Bonds". Armen Shahinian spoke on the subject of "Obtaining and Using Regulatory Reports and Suspicious Activity Reports". Additional information concerning the program may be obtained from Armen Shahinian at (973) 530-2002 or via e-mail at: ashahinian@wolffsamson.com.
On September 26-28, 2007, The Northeast Surety and Fidelity Claims Conference was held at the Borgata in Atlantic City, New Jersey. Armen Shahinian moderated the Surety Program and Adam Friedman moderated the Fidelity Program of the Conference on Thursday, September 27. Darryl Weissman presented "Attorney/Client Privilege" with Douglas J. Wills, Liberty Mutual Surety and Jason Glasgow of Travelers Bond. Jonathan Bondy presented "Work Product Privilege" with Timothy E. Winship, RLI Insurance Company; Kirk P. Austin, Safeco Insurance Company of American and Robyn L. Sondak, Travelers Bond. James D. Ferrucci co-presented with Jacqueline T. Lewis, Zurich, N.A. on "Bond Claimant v. Surety's Principal in Arbitration: What are the Surety's Strategy and Rights?" Adam Friedman also co-presented "Fidelity Claims - The Year in Review" with Thomas M. McNeill of Travelers Bond. Additional information concerning the program may be obtained from Armen Shahinian at (973) 530-2002 or via e-mail at: ashahinian@wolffsamson.com.
On June 22, 2006, Darryl Weissman co-chaired the Surety Program:"Completing the Project:The Differing Perspective of the Many Project Participants" at the 31st Annual Meeting and Seminar of the Surety Claims Institute. The Surety Program held a series of panel discussions. One panel consisted of surety company personnel and their representatives (attorneys, consultants, and accountants), who discussed how they approach and analyze project completion. The other panel consisted of the obligee and its representatives (owner, general contractors and subscontractors, design professionals, bankers, etc.). The seminar was held in Cape Cod, Massachusetts. For further information contact Darryl Weissman at (973)530-2023 or via e-mail at: dweissman@wolffsamson.com.
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Government and Regulatory Affairs
DAVID SAMSON TO SPEAK AT THE AMERICAN CONFERENCE INSTITUTE'S 8TH NATIONAL CONFERENCE ON NOVEMBER 17, 2008. THE TOPIC IS: "Examining Ongoing Monitoring in the Industry and the Evolving Role of the Independent Corporate Monitor in Light of Enhanced Scrutiny".
On November 17, 2008, David Samson will lead a seminar on "Examining Ongoing Monitoring in the Industry and the Evolving Role of the Independent Corporate Monitor in Light of Enhanced Scrutiny" which will be a special session of the American Conference Institute's 8th National Conference on Reducing Legal Risks in the Sales and Marketing of Medical Devices. The conference will be held in Chicago, Illinois. For further information contact David Samson at (973)530-2000 or via e-mail at: dsamson@wolffsamson.com.
On June 12, 2008, Lori E. Grifa moderated and spoke at a panel discussion at the New Jersey Association of Counties conference on the subject of public bidding - "Closing the Loopholes: How the Legislature Can Restore Confidence in Government Contracting". For further information contact Lori E. Grifa at (973)530-2100 or via e-mail at: lgrifa@wolffsamson.com.
On June 10, 2008, Lori E. Grifa was a panelist for The New Jersey Chapter of the National Association of Industrial and Office Properties (NJ-NAIOP) seminar titled “What You Need to Know Now About COAH and Site Remediation”. The event was designed to inform attendees about the changes to the New Jersey Department of Environmental Protection’s (DEP) Site Remediation Program, and the impact of the new Council on Affordable Housing (COAH) rules and recently introduced legislation. Lori E. Grifa discussed the new COAH rules; how the revised COAH Third Round Rules impact development; pending legislative and legal action strategies to counter COAH fees; COAH’s impact on mixed-use redevelopment projects; and why Growth Share is bad for municipalities. For further information contact Lori E. Grifa at (973)530-2100 or via e-mail at: lgrifa@wolffsamson.com.
On May 14, 2008, David Samson was a panelist for: Federally Appointed Monitors - Who Determines a Monitor's Selection, Scope of Authority and Cost. This panel was part of the Seton Hall Law School program: A Critical Analysis of Deferred Prosecution Agreements & Federal Monitors in the Healthcare Industry: Are They Working?. For further information contact David Samson at (973)530-2000 or via e-mail at: dsamson@wolffsamson.com.
On April 28, 2008, David Samson spoke at ACI’s FCPA and International Anti-Corruption for the Pharma & Life Sciences Industries conference in New York. David Samson's session was entitled, Protecting the Unique Pharma/Life Sciences Business Model When Working With Compliance Monitors and/or Consultants. For further information contact David Samson at (973)530-2000 or via e-mail at: dsamson@wolffsamson.com.
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Health Law
DAVID SAMSON TO SPEAK AT THE AMERICAN CONFERENCE INSTITUTE'S 8TH NATIONAL CONFERENCE ON NOVEMBER 17, 2008. THE TOPIC IS: "Examining Ongoing Monitoring in the Industry and the Evolving Role of the Independent Corporate Monitor in Light of Enhanced Scrutiny".
On November 17, 2008, David Samson will lead a seminar on "Examining Ongoing Monitoring in the Industry and the Evolving Role of the Independent Corporate Monitor in Light of Enhanced Scrutiny" which will be a special session of the American Conference Institute's 8th National Conference on Reducing Legal Risks in the Sales and Marketing of Medical Devices. The conference will be held in Chicago, Illinois. For further information contact David Samson at (973)530-2000 or via e-mail at: dsamson@wolffsamson.com.
On June 17, 2008, David Samson spoke at the Center for Business Intelligence 4th Annual Medical Device & Diagnostics Marketing Compliance Congress in Washington DC. This two day conference featured key marketing compliance strategies specifically for medical device and diagnostic companies. David Samson spoke on: Corporate Integrity Agreements and Compliance with Federal Monitors. This covered some of the unique aspects of enforcement efforts and about CIA provisions specific to the medical device industry. For further information contact David Samson at (973)530-2000 or via e-mail at: dsamson@wolffsamson.com.
On May 14, 2008, David Samson was a panelist for: Federally Appointed Monitors - Who Determines a Monitor's Selection, Scope of Authority and Cost. This panel was part of the Seton Hall Law School program: A Critical Analysis of Deferred Prosecution Agreements & Federal Monitors in the Healthcare Industry: Are They Working?. For further information contact David Samson at (973)530-2000 or via e-mail at: dsamson@wolffsamson.com.
On April 28, 2008, David Samson spoke at ACI’s FCPA and International Anti-Corruption for the Pharma & Life Sciences Industries conference in New York. David Samson's session was entitled, Protecting the Unique Pharma/Life Sciences Business Model When Working With Compliance Monitors and/or Consultants. For further information contact David Samson at (973)530-2000 or via e-mail at: dsamson@wolffsamson.com.
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Intellectual Property
On December 11, 2007, Rhonda Carniol spoke at the Stevens Institute of Technology’s Law & Entrepreneurship Program and the Howe School of Technology Management conference on “How to Advise Entrepreneurial Clients: What Every Counsel Should Know”. Designed by experts from a number of prominent law firms and the faculty of the Howe School at Stevens, the emphasis of the conference was on practical business issues, with an overview of the business and legal issues entrepreneurial companies face. Rhonda Carniol discussed the topic of "Strategic Alliances and Joint Ventures." For further information contact Rhonda Carniol at (973)530-2101 or via e-mail at: rcarniol@wolffsamson.com.
On May 3, 2006, Robert E. Nies moderated and David N. Ravin spoke at THE INTERPLAY BETWEEN BANKRUPTCY & INTELLECTUAL PROPERTY LAW: When Titans Clash, Something Has to Give!. This program focused on the interplay between two areas of law that have a major impact on every practitioner’s business clients: bankruptcy and intellectual property law. The program was designed for practitioners at all levels of experience in both fields of expertise. For further information contact Robert E Nies at (973)530-2012 or via e-mail at: rnies@wolffsamson.com.
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Litigation
WOLFF & SAMSON NAMED A "GO-TO" FIRM FOR TECHNOLOGY COMPANIES - May 21, 2008
Wolff & Samson PC was named a “Go-To Law Firm for Technology Companies” by Corporate Counsel magazine – one of less than a dozen New Jersey-based law firms to make the national list.
Each year, Corporate Counsel surveys the in-house counsel at the top 500 companies in the country and asks which outside law firms they use and for which practice areas. The named firms are then selected as a “Go-To Law Firm.”
In addition to these surveys, Corporate Counsel’s research department gathers data through court dockets, securities filings and numerous law publications to confirm its findings. This was the first time ALM, which publishes Corporate Counsel, surveyed the country’s leading technology companies.
The entire list of “Go-To” firms will be published by ALM in June as part of its guide, “In-House Law Departments at the Leading Technology Companies.”
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Real Estate
On June 10, 2008, Lori E. Grifa was a panelist for The New Jersey Chapter of the National Association of Industrial and Office Properties (NJ-NAIOP) seminar titled “What You Need to Know Now About COAH and Site Remediation”. The event was designed to inform attendees about the changes to the New Jersey Department of Environmental Protection’s (DEP) Site Remediation Program, and the impact of the new Council on Affordable Housing (COAH) rules and recently introduced legislation. Lori E. Grifa discussed the new COAH rules; how the revised COAH Third Round Rules impact development; pending legislative and legal action strategies to counter COAH fees; COAH’s impact on mixed-use redevelopment projects; and why Growth Share is bad for municipalities. For further information contact Lori E. Grifa at (973)530-2100 or via e-mail at: lgrifa@wolffsamson.com.
BERKEY, TOFT AMONG NEW JERSEY MOST PROMINENT REAL ESTATE ATTORNEYS - April 14, 2008
Wolff & Samson partners Mitchell Berkey and Dennis Toft have been named by Real Estate New Jersey to its list of the state's most prominent real estate attorneys, as featured in the magazine's April issue.
"Dennis and Mitch have negotiated complex, high-profile transactions, consistently achieving positive results. Our clients have benefited from their superb representation and the firm is proud to have them as part of our team," said David Samson, a senior partner of Wolff & Samson and former New Jersey Attorney General.
Mitchell Berkey was recognized by the magazine for his involvement in a wide range of large-scale and unique transactions, including the development and financing of the Meadowlands Xanadu project in East Rutherford. In addition, it referred to his work on the Times Square E Walk Project and the restructuring of a national syndication firm.
Dennis Toft, chairman of the state's Brownfields Site Remediation Task Force, was noted for his work on significant brownfields site acquisitions and redevelopments in municipalities and along railroad right-of-ways throughout the state. He also was recognized as one of the lead attorneys negotiating with the New Jersey Department of Environmental Protection to establish guidelines for risk transfer agreements that will serve as a model for future brownfields transactions around the state.
On December 6, 2007, Mitchell S. Berkey was a speaker at the Lorman Education Services seminar on How to Structure the Real Estate Deal in New Jersey. This course provided information on forms of ownership, the acquisition process, the holding and operational period, how to measure the profitability of real estate and perform due diligence procedures, along with the mitigation of tax burdens. For further information contact Mitchell S. Berkey at (973)530-2085 or via e-mail at: mberkey@wolffsamson.com.
Wolff & Samson PC is pleased to announce that Thomas J. Trautner has been appointed to the editorial board of the New Jersey Chapter of the Community Associations Institute, a professional association of condominium developers, property managers and other industry service providers. In this capacity, Mr. Trautner will assist with coordinating the publication of the Institute's monthly magazine, Community Trends.
On September 26, 2007, David E. Wolff was a speaker at the New York Association of Realty Managers Real Estate Expo. Mr. Wolff was a speaker at the Legal Forum which included top real estate attorneys who discussed key legal issues facing property owners, managers and boards. For further information contact David E. Wolff at (973)530-2059 or via e-mail at: dwolff@wolffsamson.com.
On May 23, 2007, Daniel M. Murphy was a featured speaker at a seminar entitled: "Condominium Conversions in New Jersey" sponsored by Lorman Education Services. This seminar was designed to provide professionals with the knowledge and tools necessary to better advise their clients on tax planning issues associated with these condominium conversions. For further information contact Daniel M. Murphy at (973)530-2032 or via e-mail at: dmurphy@wolffsamson.com.
On January 25, 2007, more than three years after COAH adopted its “Third Round” regulations governing affordable housing, the NJ Appellate Division issued a decision eviscerating the regulations and literally sending COAH back to the drawing board to rewrite its rules. Lori Grifa, argued the position of the firm's client, the NJ Chapter of the National Association of Industrial and Office Park Developers and succeeded in having the Court strike down the "payment in lieu" feature of the regulations as arbitrary, capricious and unreasonable. Thomas J. Trautner, Jr. assisted on the brief. A copy of the decision can be found at: In re Adoption Of N.J.A.C. 5:94 and 5:95 by the New Jersey Council On Affordable Housing, 390 N.J.Super. 1, 914 A.2d 348 (N.J.Super.A.D.2007)
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On October 17, 2006, Daniel M. Murphy spoke at a Seminar entitled "Senior Summit" which was presented by the New Jersey Chapter of the Community Associations Institute (CAI-NJ). The subject for the program was the Fair Housing Act as it applies to age restricted communities. Topics included: the requirements of the Fair Housing Act applicable the Age Restricted Communities; Housing For Older Persons Act; flexibility built into the Act; occupancy by school aged children; occupancy by pre-school children; transfer upon death and continued occupancy by survivors; municipal regulation; administrative mechanisms for monitoring compliance; occupancy surveys required under C.F.R. section 100.307; and repercussions for non-compliance. For further information contact Daniel M. Murphy at (973)530-2032 or via e-mail at: dmurphy@wolffsamson.com.
On July 19, 2006, Daniel M. Murphy was a featured speaker at a seminar entitled: "Establishing and Operating Condominium, Homeowner and Cooperative Associations: Understanding the Legal Issues in New Jersey" sponsored by Lorman Education Services. Mr. Murphy discussed laws governing common interest developments, registering a planned unit development with the New Jersey Department of Community Affairs, governing documents, drafting considerations and matters related to the transition from developer to Association control. For further information contact Daniel M. Murphy at (973)530-2032 or via e-mail at: dmurphy@wolffsamson.com.
On January 26, 2006, Mitchell S. Berkey, Esq., Partner, Wolff & Samson PC, moderated a program for The Young Mortgage Bankers Association. The topic of the program was: “Real Estate Development in Brooklyn: Who is Building What and Where?” The distinguished panel of speakers included: James P. Stuckey,Executive Vice President and Director, Commercial and Residential Development, Forest City Ratner Companies; Chris Havens, Leasing Director, Two Trees Management, and Kenneth Adams, President, Brooklyn Chamber of Commerce. For further information please contact Mitchell S. Berkey at 973-530-2085 or via email at: mberkey@wolffsamson.com.
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Taxation
On June 18, 2008, Stephen L. Ferszt moderated the SECTION 409A COMPLIANCE AND DEFERRED COMPENSATION - A Guide for Tax, Benefit and Corporate Attorneys held at the New Jersey Law Center in New Brunswick, New Jersey. The IRS has extended the compliance period for Section 409A until the end of this year. As Tax, Benefit and Corporate Attorneys know, IRS Code Section 409A imposes restrictions on the timing of payments from certain deferred compensation agreements, such as stock options, deferred compensation plans, bonus arrangements and employment and severance agreements. With the deadline looming, attorneys must carefully review their client’s formal and informal compensation agreements, and if need be, bring them into compliance with the regulations. Failure to do so can result in a great deal of financial pain for employees, as they will be required to include the noncompliant deferred amounts in income on their tax returns and pay additional tax - specifically a whopping 20 percent excise tax and interest. For further information contact Stephen L. Ferszt at (973)530-2020 or via e-mail at: sferszt@wolffsamson.com.
On November 11, 2006, Stephen L. Ferszt was a featured speaker at the Annual Tax Seminar presented by the Essex Chapter of the New Jersey State Society of Certified Public Accountants. Mr. Ferszt's topic was the "Pension Update". Other topics included Estate, State and Federal Tax Updates. For further information contact Stephen L. Ferszt at (973)530-2020 or via e-mail at: sferszt@wolffsamson.com.
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Technology
WOLFF & SAMSON NAMED A "GO-TO" FIRM FOR TECHNOLOGY COMPANIES - May 21, 2008
Wolff & Samson PC was named a “Go-To Law Firm for Technology Companies” by Corporate Counsel magazine – one of less than a dozen New Jersey-based law firms to make the national list.
Each year, Corporate Counsel surveys the in-house counsel at the top 500 companies in the country and asks which outside law firms they use and for which practice areas. The named firms are then selected as a “Go-To Law Firm.”
In addition to these surveys, Corporate Counsel’s research department gathers data through court dockets, securities filings and numerous law publications to confirm its findings. This was the first time ALM, which publishes Corporate Counsel, surveyed the country’s leading technology companies.
The entire list of “Go-To” firms will be published by ALM in June as part of its guide, “In-House Law Departments at the Leading Technology Companies.”
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Trusts & Estates
STEPHEN L. FERSZT ELECTED TO PRESTIGIOUS TRUST AND ESTATE COUNSEL - May 15, 2008
Wolff & Samson PC partner Stephen L. Ferszt was elected a Fellow of The American College of Trust and Estate Counsel (ACTEC).
ACTEC is a national professional organization of more than 2,600 lawyers and law professors who are elected by their peers in recognition of having made outstanding contributions to the field of trust and estate law.
ACTEC members are elected to the College by demonstrating the highest level of integrity, commitment to the profession, competence and experience as trust and estate counselors. Prospective Fellows are nominated by members in their geographic area and are evaluated on the basis of professional reputation, ability and contributions to the field through lecturing, writing, teaching and bar activities.
“We’re very proud of Steve’s accomplishments. Being elected a Fellow of ACTEC is a worthy acknowledgement of his dedication and abilities,” said Wolff & Samson senior partner David Samson.
Ferszt practices in the areas of estate planning and administration, ERISA and employee benefits, and taxation. He is a member of the New York State Bar Association, Tax Section, and a member of the New Jersey State Bar Association, Tax Section, of which he is the immediate past Chair. He is also a member of the Internal Revenue Service's Northeast Pension Liaison Group. Ferszt received his J.D. from Benjamin N. Cardozo School of Law.
On April 8, 2008, Roxanna E. Hammett presented an Estate Planning seminar at Franciscan Oaks, a retirement community in Denville, New Jersey. For further information contact Roxanna E. Hammett at (973)530-2039 or via e-mail at: rhammett@wolffsamson.com.
Roxanna E. Hammett spoke with Mary Jane Callaghan of Evergreen Financial at The Manhattan Twins Club on March 25, 2008. The topic was "Estate Planning". For further information contact Roxanna E. Hammett at (973)530-2039 or via e-mail at: rhammett@wolffsamson.com.
Roxanna E. Hammett spoke at the Denville Community Church on May 20, 2007 about "Estate Planning". For further information contact Roxanna E. Hammett at (973)530-2039 or via e-mail at: rhammett@wolffsamson.com.
On March 27, 2007, Roxanna E. Hammett was a co-speaker with Mary Jane Callaghan of Evergreen Financial at The Manhattan Twins Club at its regularly scheduled meeting. They spoke about "Estate Planning". For further information contact Roxanna E. Hammett at (973)530-2039 or via e-mail at: rhammett@wolffsamson.com.
On April 2, 2007, Roxanna E. Hammett spoke at the regularly scheduled meeting of the Rockaway Rotary Club,. Ms. Hammett spoke about "Estate Planning". For further information contact Roxanna E. Hammett at (973)530-2039 or via e-mail at: rhammett@wolffsamson.com.
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