Barley Snyder 2017 Year in Review

TABLE OF CONTENTS

Barley Snyder 2017 Year in Review
Message from our Managing Partner
About Our Growth
New Attorneys
In the Community
Leadership Changes
Litigation Updates
Success in the Orphans’ Court
Working for Our Clients
BarleyFit
M&A Updates

Barley Snyder 2017 Year in Review

Related Practice Areas: BusinessFamily Owned Businesses, Mergers & Acquisitions and Securities, Education, EmploymentEmployee Benefits, Employment Litigation, Immigration, Labor Law and Workers’ Compensation, Finance & Creditors’ Rights, Intellectual Property, Litigation, Trusts & Estates, Real EstateTitle Insurance and Tax
Related Industries: Construction, Environment & Energy, Food & Agribusiness, Health Care, Municipal and Hospitality

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Message from our Managing Partner

By: Jeffrey D. Lobach

For the last several years we have been working on Barley Snyder’s open secret, our “regional model.” It has long been the solid foundation of our business and in 2017 we significantly added to its structure.
The way it works is simple: A law firm needs to attain a certain size to allow for the kind of specialization that 21st century clients require. A typical firm with our type of practice would station 80 to 100 lawyers together in a single office.

We do it differently. Our 94 lawyers are scattered across eight offices providing the same level of expertise as others might cram into a single building. For example, our team includes six licensed patent lawyers and four lawyers who are very skilled in employee benefits, pensions and ESOPs. We offer lawyers who can cover any aspect of labor and employment matters, from collective bargaining, to immigration, to executive compensation, to affirmative action plans. We have cadres of litigators, corporate and securities experts, and real estate lawyers who can take a project from acquisition of raw land through land development, to construction, financing and lease up.

We use advanced technology to link our professionals with each other and with clients, our PracticeExcellence® program to assure quality, and robust practice groups to bring the benefits of a diverse 94-lawyer firm to all clients and communities throughout our region. These tools enable us to work with the most sophisticated entities in our markets, such as colleges, health systems and large businesses, but also to continue the relationships we treasure with our individual clients and their families.

The major distinction between Barley Snyder and firms concentrated in a single office or metro area is that our lawyers, paralegals and staff live in, understand and become part of the fabric of the communities in which our offices are located, supporting their economies and volunteering in large numbers for local charities and non-profits. The satisfaction we gain from our community involvement is significant and affirming. The insights that come with it benefit our clients and friends.

We had never expanded our regional model as much as we did last year. Early in 2017, we merged with the respected Hanover firm Stonesifer & Kelley and extended our reach to Gettysburg, where we opened an office over the summer. We moved to new quarters in Malvern to accommodate the growth of our thriving intellectual property practice. We renovated our Lancaster and Hanover offices to make room for the dozens of new lawyers we added in the last couple of years. And, at the end of the year, our partners approved opening an office a few blocks from the state capital in Harrisburg where we now house 11 lawyers and 10 paralegals and staff.

Expanding our geography and augmenting our professional force, as we have been doing very intentionally for several years, enables us to better serve our clients and friends, which is and always has been our primary goal.

We thank our clients and friends for trusting us as their business partner in 2017 and will work hard to keep that trust in 2018 and beyond.

Jeffrey D. Lobach
jlobach@barley.com
717.852.4979

About Our Growth

By: Salvatore Anastasi, Derek P. Dissinger, Jeffrey D. Lobach, Joseph P. Schalk, Joseph E. Erb Jr., Scott L. Kelley and Jennifer McKenrick Stetter
Related Practice Areas: Intellectual Property, Finance & Creditors’ Rights and Trusts & Estates
Related Industry: Hospitality

Merger of Stonesifer and Kelley

We completed our first merger since 2015, welcoming the former three-attorney, Hanover-area firm Stonesifer and Kelley. The business-first focus of Stonesifer and Kelley fit with the culture at Barley Snyder, making the transition smooth. Within a few months of the April merger, Scott Kelley, Joseph Erb and Jennifer Stetter moved into our office in Hanover’s Center Square.

Gettysburg Office Opens

We opened an office in Gettysburg, a desired physical location we had been scouting for years. In November, we held a ribbon cutting with some of our friends and clients in Adams County. “Being in Gettysburg is a strategic move for the firm that will help us continue the growth trajectory we’ve seen in Adams County and along the Route 15 Corridor,” managing partner Jeff Lobach said. “We already had a presence here, and we made the commitment to be here full-time.”

Office Move in Malvern

In February, our Malvern office moved into a larger office at 2 Great Valley Parkway, Suite 110, allowing for additional office space to prepare for the growth it is experiencing and will continue to see.

Partner Salvatore Anastasi, the chair of the firm’s Intellectual Property Practice Group, said the move was “seamless” and the technology upgrades associated with the move have allowed everyone in the office to become almost entirely paperless.

Increased Maryland Capacity

Two attorneys – of counsel Joseph Schalk and associate Derek Dissinger – passed the Maryland Bar Examination to expand their practices into the growing and attractive northern Maryland market. Partner Paul Minnich’s continued service in Maryland gives us a larger pool of attorneys available to practice from our Hunt Valley office.

“The expansion of Pennsylvania businesses into Maryland, including many of our clients, led us to enter practice in Maryland over 20 years ago and the trend has increased in recent years,” Minnich said. “Having multiple attorneys licensed to practice in Maryland as well as a physical office there allows us to meet the growing demand for services in that market.”

New Attorneys

By: Reilly S. Noetzel, Joseph E. Erb Jr., Scott L. Kelley, Jennifer McKenrick Stetter, Michael J. Crocenzi, Elizabeth L. Melamed, Daniel G. McCarthy, Amanda Jabour Kowalski and Michael S. Katz

In addition to the lawyers that joined the firm from Stonesifer and Kelley, we welcomed six others – Michael Crocenzi, Michael Katz, Reilly Noetzel, Elizabeth Melamed, Daniel McCarthy and Amanda Jabour Kowalski. Scott Kelley, Joseph Erb and Jennifer Stetter were the attorneys that came over from Stonesifer and Kelley.

We are excited that our communities are growing and prospering, and we take pleasure in the continued growth of our clients and neighbors. We plan to hire more lawyers and seasoned professionals to not only keep up with demand but to increase the speed, efficiency and effectiveness in how we practice and support our business partners and clients.

In the Community

By: Timothy G. Dietrich, Jeffrey D. Lobach, Paul W. Minnich, Michael L. Mixell, Justin A. Tomevi, Kevin C. Myhre, Kim R. Smith, David M. Walker, William J. Zee, Brian A. Korman, Joseph P. Schalk, Jennifer McKenrick Stetter and Michael J. Crocenzi

Our attorneys and professionals volunteer thousands of hours to hundreds of causes throughout central and southeast Pennsylvania, sharing their time and knowledge with nonprofit organizations, government bodies, economic growth groups and professional development boards.

Whether it’s out-of-the-limelight work behind the scenes or highly visible and influential leadership positions, our employees are dedicated to following the firm’s vision of service to its communities in efforts like these:

Two dozen Barley Snyder attorneys, professionals and friends ran the “Race Against Racism” in April to benefit the YWCA of Lancaster.
Five of our attorneys participated in the first “War of the Roses” softball game in September pitting York attorneys against Lancaster lawyers, with the game benefiting bar association foundations. Barley Snyder was the signature sponsor of the event.
Of counsel Michael Crocenzi honored as “Volunteer of the Year” at Bethesda Mission in Harrisburg.
Partner Paul Minnich appointed to the board of directors of WellSpan Health.
Partner Michael Mixell named board member of the Berks County Community Foundation.
Managing partner Jeff Lobach received the “York Distinguished Citizen Award” from the New Birth of Freedom Council of the Boy Scouts of America. Jeff was also presented with the Boy Scouts of America’s Outstanding Eagle Scout Award.
Of counsel Joseph Schalk joined the board of directors for theater group Open Stage of Harrisburg.
Associate David Walker, a member of the board of directors of the Lancaster Symphony Orchestra, introduces an open rehearsal of the group.
Associate Jennifer Stetter named to the board of directors of Main Street Gettysburg.
A member of the Lancaster General Health Foundation’s board of directors, of counsel Kim Smith helped orchestrate the 2017 Gingham Gala for cancer patients in financial need, and Barley attorneys and others joined at the event.
Barley Snyder ladies turned out for the American Heart Association of Lancaster County’s “Go Red for Women” luncheon.
Associate Kevin Myhre placed 15th in the Chester County Bar Association “Trial Run,” a 5k run benefiting the nonprofit Legal Aid of Southeastern PA.
William Zee named to board of directors of Lancaster Education Foundation.
Justin Tomevi named to board of directors of York JCC.
Brian Korman named to board of directors of Boys and Girls Club of Lancaster.
Tim Dietrich named chairman of the board of directors at the Highlands at Wyomissing.

Leadership Changes

By: Salvatore Anastasi, Lauralee B. Baker, Matthew M. Hennesy, Scott F. Landis, Jeffrey D. Lobach and William J. Zee
Related Practice Area: Litigation

Matthew Hennesy – Named Partner
Litigator Matthew Hennesy has been named a firm partner effective Jan. 1, 2018, becoming the firm’s 37th partner. Matt concentrates his practice in commercial, construction and intellectual property litigation matters. He joined the firm in 2010 out of the University of Miami School of Law. “Super Lawyers” recognized Matt as a “Pennsylvania Rising Star” in both 2016 and 2017, and we are honored to welcome him into the partnership.

Lauralee Baker – Litigation Practice Chair
Lauralee Baker will take over as the chair of our Litigation Practice Group after longtime practice group leader Paul Minnich decided in 2017 to step down. Baker has practiced with the firm since 2011, concentrating on health law litigation. In her nearly 30 years of practice, she has tried more than 40 jury cases to verdict with the vast majority concluded in favor of her client. She brings a unique perspective to her health care and litigation trial practice as she has a medical background with both a RN and BS in nursing.

William Zee – Education Practice Chair
In April, William J. Zee took over as the chair of the Education Practice Group, moving into the role that Kim R. Smith previously held. “This is a position for which Bill is extremely well-qualified,” Smith said. “We have worked closely together in assuming leadership and transition for the past two years, and I am confident in the continued success of the group under Bill’s leadership.” Bill is a prolific presenter at education events, workshops and seminars, logging thousands of miles on his car’s odometer throughout central Pennsylvania, the rest of the state and the entire country.

Management Committee
Two new attorneys will join our management committee, which oversees the firm’s day-to-day operations and future planning. Partners Salvatore Anastasi, the chair of the firm’s Intellectual Property Practice Group, and Scott Landis, a 25-year Barley Snyder attorney, will join the management committee in 2018. Anastasi has a national reputation among intellectual property attorneys, serving on IP-themed boards and commissions from the American Bar Association, the American Intellectual Property Association and the Chester County Bar Association. Landis has a diverse practice that includes relationships forged over decades working in the firm’s Finance & Creditors’ Rights, Intellectual Property, Education, Food & Agribusiness and Construction groups.

Litigation Updates

By: Lauralee B. Baker, Jennifer Craighead Carey, David J. Freedman, Matthew M. Hennesy, Jeffrey D. Lobach, Paul W. Minnich, Justin A. Tomevi and Michael J. Crocenzi
Related Practice Areas: EmploymentEmployment Litigation and Litigation
Related Industries: Construction and Health Care

Our litigators aggressively defend our clients:

David Freedman
David became one of the first attorneys in the country to successfully defend against the Trump administration’s latest crackdown on H-1B visas. Earlier this summer, U.S. Citizenship and Immigration Services issued a wave of “requests for additional evidence” to entry-level computer programmers seeking H-1B visas. These requests strongly suggested that USCIS was taking a new position that entry-level computer programmers aren’t eligible for H-1B visas. David represented an employer seeking to hire an entry-level computer programmer who had received one of these requests for additional evidence. David successfully convinced USCIS that it had overstepped its bounds and didn’t have the legal authority to deny H-1B visas for entry-level computer programmers.

When a fired physician sued a Barley Snyder client for $2 million in damages alleging age discrimination, David successfully convinced the federal trial court to throw the claim out before trial.

Michael Crocenzi
Mike won a jury trial in Cumberland County for a local radiology group. A former radiologist sued the group for breach of contract and defamation. After three days of testimony, the trial judge dismissed the defamation claim. The jury then decided the radiology group did not breach the employment contract.

Jennifer Craighead Carey
Jennifer significantly limited the damages of a plaintiff against her client in an employment discrimination case when she won a partial summary judgement. The decision came after the judge found the plaintiff had committed bankruptcy fraud.

Lauralee Baker
Our medical malpractice team, under the leadership of Lauralee Baker, won a more than week-long malpractice trial in Lancaster County. The suit was brought against an addiction specialist who was allegedly responsible for the overdose and death of a 19-year-old receiving methadone treatment. The case involved testimony from experts in addiction medicine, pathology, life expectancy and economics. After several hours of deliberation, the jury found the physician was not negligent nor the cause of the death.

Paul Minnich, Jeff Lobach, & Justin Tomevi
This team represented a nonprofit regional healthcare system in pursuing a real estate tax exemption for one of its hospitals. The local school district challenged the exemption on the basis that the healthcare system did not meet the statutory requirements for a charitable real estate tax exemption under Pennsylvania law. In response, Paul, Jeff, and Justin cited the extensive charitable care provided by the healthcare system as well as its compliance with the highly complex statutory requirements for a charitable exemption. After a two day trial, the York County Court of Common Pleas granted a full exemption for the property and confirmed the system’s positive contributions to community health. The school district has appealed the decision to the Pennsylvania Commonwealth Court. The decision resulted in millions of dollars of tax savings.

Matthew Hennesy
Matthew’s real estate investor client had numerous properties within a townhome community with a homeowners association. The association suspended Matthew’s client’s voting rights for failing to pay assessments owed by the previous owner. After an injunction hearing and contempt hearing, the court found the association had violated the Pennsylvania Uniform Planned Communities Act in numerous respects, acted in bad faith by suspending voting rights and then violated a court order restoring those voting rights. In a separate but related case, Matthew won a summary judgment for the investor striking down an attempted declaration amendment that limited the amount of homes one person or business could own and finding that the association had no power to suspend the investor’s voting rights.

Paul Minnich & Justin Tomevi
Paul Minnich and Justin Tomevi represented a professional services partnership and real estate partnership in a shareholder departure dispute. The departing shareholder filed an emergency petition for a special relief in the York County Court of Common Pleas, seeking a preliminary injunction related to the financial affairs of the partnerships. Paul and Justin filed preliminary objections, citing several provisions of the shareholder’s agreements that were contradictory to the departing shareholder’s claims. After a hearing on the preliminary objections, the court dismissed the petition seeking a preliminary injunction.

Justin Tomevi
Justin represented a commercial real estate developer in an appeal involving its attempt to construct private college housing. The commercial real estate developer has obtained final approval of its land development plan, only to see the municipality change the zoning ordinance and join in an appeal of neighboring landowners against the development of the project. After successfully appealing an adverse initial trial court decision to the Commonwealth Court, Justin persuaded the trial court to allow the development to be constructed with minor changes. Based on the evidence presented to the court, the judge also ruled that the municipality acted in bad faith. The neighboring landowners and municipality appealed the trial court’s decision to the Commonwealth Court. After Justin argued before the appellate panel, the decision of the trial court was affirmed.

Justin also represented the beneficiaries of a trust for the collection of an inter-family undocumented loan in the Adams County Court of Common Pleas. Justin navigated a complex set of facts and evidentiary issues, including that the initial balance of the loan having been incurred 30 years before and that the only surviving party to the loan with capacity was the debtor himself. The debtor argued that the loan was a gift, instead of a loan. The debtor also filed a cross claim against his ex-wife, who was one of the beneficiaries of the trust, claiming that she was responsible for any loan balance. After a trial, the judge confirmed the existence of the loan and awarded Justin’s client a $72,500 judgment. The judge also dismissed the cross claim against the ex-wife beneficiary, finding that she was not liable under the loan.

Success in the Orphans’ Court

By: Justin A. Tomevi
Related Practice Area: Litigation

Justin Tomevi
Justin represented the beneficiary of a trust after the trustee misappropriated nearly $200,000 in trust funds over the course of several years. Justin uncovered that the trustee was making unauthorized loans from the trust to himself and his business and was not repaying those loans. Justin successfully petitioned the Lancaster County Court of Common Pleas-Orphans’ Court Division to remove the trustee and hold him in contempt of court. Justin also involved the Lancaster County District Attorney’s Office’s Elder Abuse Division to conduct a parallel investigation, which resulted in a guilty plea, a restitution order, and the trustee being imprisoned.

Justin also represented the power of attorney agent for an incapacitated individual. The agent had been appointed by his father to watch over his financial affairs and medical care. The agent’s sister attempted to have the agent removed by the York County Court of Common Pleas- Orphans’ Court division. Justin presented a defense which included exposing the sister’s intent to have herself replaced as the agent for her father, wherein she would make significant payments to herself as agent. After an emergency hearing, the Court dismissed the sister’s petition and reaffirmed Justin’s client as the valid power of attorney agent.

Justin also represented the guardian of an elderly individual with significant assets. For years, the children of the individual battled over control of their mother’s assets by challenging her incapacity finding. After successfully defending the incapacity finding before the orphan’s court and the Pennsylvania Superior Court, the children initiated proceedings to have the guardian removed. After several days of proceedings, the orphan’s court concluded that the guardian should not be removed.

Working for Our Clients

By: Derek P. Dissinger, Maria Di Stravolo Elliott, Jeremy D. Frey, Caroline M. Hoffer, Paul G. Mattaini, Sarah Yocum Rider and Abby Medin Tucker
Related Practice Areas: Business and Real Estate
Related Industry: Hospitality

High Hotels
High Hotels opened a $20 million SpringHill Suites hotel in the Lehigh Valley with the help of Barley Snyder’s Real Estate and Business Practice Groups. A group of Barley Snyder attorneys worked on financing, title and condominium aspects of the project. Key attorneys involved: Paul Mattaini, Maria Elliott, Sarah Rider and Derek Dissinger.

R.H. Shepard Co.
We served as legal counsel for the $145 million sale of Hanover-based, family-owned R.H. Sheppard Co. to WABCO Holdings Inc. Partners Paul Mattaini and Jeremy Frey oversaw a team of a more than a dozen Barley Snyder attorneys in handling the company’s sale, a complex process that included negotiation of a letter of intent, due diligence, definitive purchase agreement and closing the transaction. The collaborative effort at the firm included our business, real estate, environmental and employee benefits groups, among others.

Rock Lititz
As the development of the Rock Lititz campus in Lancaster continues, our attorneys have been very involved in its expansion. In 2017, Caroline Hoffer handled the land development approvals for the separate hotel project on the campus, while Maria Elliott worked on the condominium aspects of the hotel. Paul Mattaini and Abby Tucker, among others, assisted on the financing for Pod 2, a collaborative complex of office and warehouse space primarily for companies in the live event industry, and Sarah Rider worked on the tenant arrangements for Pod 2.

BarleyFit

BarleyFit is the firm-wide wellness initiative that encourages all employees to live a healthier lifestyle through education, incentive and fun challenges.

Throughout each quarter, our 20-person wellness committee organizes challenges to our firm’s employees highlighting the health benefits of an active, nutritional lifestyle. They include fun competitions like “Water Works,” which emphasizes the advantages of drinking water, and “Target 150,” a eight-week program tasking each member of the firm to complete at least 150 minutes of rigorous activity each week. Teams of four employees each combine their total workout time, with the winning team earning the heralded “Target 150 Trophy,” presented to the winning team at the annual firm dinner.

In the fall, we held the first “Barley Burns,” a four-week challenge that matched the number of calories burned by participants with the corresponding amount of calories in food that we then donated to local food banks. The campaign ended with the firm donating the equivalent of nearly 1,250 meals to the food banks.

And we can’t forget … our firm softball team, under the mighty captainship of associate Alex Puskar, won the Lancaster Professionals Softball League! About 20 members of the firm, from attorneys to staff to summer associates, all played for the team at one point during the summer season.

M&A Updates

By: Jeremy D. Frey and Paul G. Mattaini
Related Practice Area: BusinessMergers & Acquisitions

In our recent year-end reviews, we noted that the volume of M&A transactions was relatively strong and, again in 2017, we were fortunate to have the opportunity to participate in a number of significant transactions. We are in the process of compiling a set of tombstone announcements representing a sample of the transactions in which we participated over the last two years.

The M&A market has been relatively “hot” over the last several years; it is unclear how long the market will remain favorable. The factors which drove the M&A factor in recent years, remain relevant. Currently, the market is more “seller friendly” than “buyer friendly.”

In the case of sellers:

Many seller exits were delayed due to the 2008-2009 downturn
The Baby Boom Generation is at or reaching retirement and desires exits
Valuations are up
Some companies have reached a level where growth requires more capital and/or deeper management

In the case of buyers:

Many companies are looking for acquisitions to supplement their organic growth
Potential acquirors are flush with cash
Funding, both debt and private equity, is available

Based on both our experience and from comparing notes with others who have been active in the M&A market, we have noted the following trends in recent transactions:

Representations and warranties insurance (R&W insurance) is now a feasible alternative to “full market” indemnification by sellers
Recent Delaware case law makes negotiation of post-closing covenants relating to earnouts even more important
Quality of earnings reports are frequently required by buyers, particularly private equity firms
Preparing for an eventual exit transaction well in advance and, prior to actually embarking on an exit process, talking through key threshold issues with your advisors, remains important and we will be addressing this topic in future client alerts

We continued to apply our Practice Excellence initiative to the M&A area in 2017 through various lean practices, such as:

Use of work plans
Mapping of transactions
Electronic data rooms for due diligence by buyers, buyers’ lenders and buyers’ R&W insurers
Sharing of documents in Sharefile sites

We found that such lean practices greatly increased the efficiency and flow of transactions.

We are fortunate to have a particularly “deep bench” in the M&A area. We would be glad to discuss our experience or approach to specific transactions; our approach is also described in our “M&A Resume” which can be found at https://www.barley.com/mergers-acquisitions. Also, on this same webpage, you can access an updated M&A representative transactions list. As you can see from a review of these transactions, we have represented existing clients on transactions and companies referred to us by investment bankers, accounting firms, commercial lenders and other law firms. Please contact any of the attorneys in our Mergers & Acquisition group to discuss the future of your business.