Philadelphia 215.569.9701
New Jersey 856.547.4400
Malvern, PA 484.875.3159
www.JacobsLawPC.com

We are business attorneys serving businesses. We are able to provide original, customized business solutions for the simple reason that we understand business. Jacobs Law Group embraces its role as an organization of astute business lawyers who carefully balance the legal realities of an issue while keeping a constant eye towards the business reality faced by the client.

We offer our clients access when needed to our network of the regional business community and our extensive network of contacts. By making strategic introductions for clients and referring them advantageous matters, ranging from real estate opportunities, to professional service providers, to manufacturing arrangements, angel investors, financial relationships, all the way to formal banking relationships and the like, we seek to help our clients succeed.

Please read our client reflections below:

"I had the privilege of litigating against Neal and lecturing with Neal. As courtroom adversaries Neal is one of the most professional, ethical, polite, respectful and thorough litigators that an attorney could ask for in a courtroom opponent. Well spoken. Well researched. Professional.

As a lecturer both with Neal and to hear him -- eloquent, knowledgeable and again...well researched.

I have watched Neal create, grow and nurture his very well-respected law practice from Day One. There is not an employee of his practice that does not speak incredibly highly of him or his business acumen."

- Martin Toth, Attorney Advisor at Social Security Administration

"Worked with Neal on Philadelphia 100 Alumni Association. He has a good business sense and practical effective ideas."

- Matthew Burns, CEO/President, Burns Engineering

Philadelphia
2005 Market Street
Suite 1120
Philadelphia, PA 19103
Tel: 215.569.9701
Fax: 215.569.9788
 
New Jersey
Five Greentree Centre
525 Route 73
Suite 104
Marlton, NJ 08053
Tel: 856.547.4400
Fax: 856.547.5499
 
Email:
This email address is being protected from spambots. You need JavaScript enabled to view it.
 
 
Practice Areas:
 

Attorneys Involved: Neal A. Jacobs, Matthew A. Cole, Samuel M. First, Christopher D. Wagner

Our client, the principal operator of a successful $25 million company on the East Coast, was in a mutually unhappy relationship with the company’s other three shareholders, who were based on the West Coast. Communication between the partners had failed. Unable to agree even on basic operational matters such as compensation, the four shareholders were unable to discuss increasingly crucial questions surrounding the future growth of the company and the need to adapt its traditional business model to an evolving industry.

As Jacobs Law Group’s shareholder relations lawyers investigated the backgrounds of all the shareholders, reviewed the underlying corporate documents, and audited the company’s financial records, a few key truths emerged.

First, it became evident that the shareholders effectively had agreed to ignore their disputes -- and any resulting growth of the company – as long as the company’s existing operations remained sufficiently profitable. Second, the shareholder agreements and other documents that established the company could provide the principal operator with leverage to wield against his erstwhile partners. Lastly, the financial audit revealed questionable actions by two of the three West Coast shareholders.

Equipped with this strategic information, Jacobs Law Group’s commercial lawyers helped the client develop a plan to frustrate the obstructionist behavior of the other shareholders without exposing the client to unnecessary risk or claims. By threatening or initiating litigation, Jacobs Law Group ramped up pressure against the other parties gradually, carefully avoiding any disruption to the business operations.

That pressure eventually led to negotiations for a purchase or sale of the company. The efforts of Jacobs Law Group successfully positioned our client to conduct a leveraged buyout of the other partners on favorable terms. The client repaid all required financing within two years, expanded the business, brought new products to market, and now enjoys a level of success that would not have been possible within the previous ownership structure.

Attorneys Involved: Neal A. Jacobs

Our client, the principal owner of a successful demolition and asbestos removal business worth about $10 million, had previously made his company’s accountant a partner in the business. Their relationship later deteriorated, however, and the partner left the company while retaining his ownership stake.

The former partner later opened a competing business and began using his stake in our client’s company as a basis for demanding access to financial records, proprietary information, and dividends.

Jacobs Law Group’s commercial law attorneys reviewed the records of our client’s company and conducted an investigation of the former partner.

Under our advisement, our client used the provisions of the Pennsylvania Business Corporation Law to execute a reverse stock split. The company’s stock was consolidated to a point that made the former partner’s stake equivalent to a fraction of a share of the company. Our client’s company then obtained a valuation report and used that report to determine a fair value for the former partner’s fractional share.

Because Pennsylvania law allows corporations to redeem fractional shares for cash, the company was able to force out the competing former partner – and remove his access to sensitive company information – with a single cash payment.

The forensic investigation by the Jacobs Law Group commercial lawyers further uncovered improprieties by the former partner in his maintenance of the company’s records. Our client’s ability to demonstrate these improprieties in court ended any further litigation between them.

Attorneys Involved: Neal A. Jacobs and Matthew A. Cole

The death of a founder is a sad and even traumatic event for any company. It should not, however, throw the company into chaos. When that happened to a Jacobs Law Group client, our corporate lawyers were able to save the company and the remaining shareholders’ value from oblivion.

The two founders of our client company had tried to plan for what would happen if one of them died. What they didn’t envision was that both of them would die within 11 months of each other.

Jacobs Law Group’s commercial lawyers determined that the deaths of both founders would bankrupt the company and wipe out the value of the remaining partners’ shares -- if the existing shareholder agreement were followed. That agreement was written around the assumption that the life insurance proceeds from the death of one founder would suffice to cover the costs of any resulting buyout. A Jacobs Law Group investigation determined that not only had the life insurance policies been improperly maintained – in insufficient amounts and with inappropriate policyholders – but that the company’s valuation had been exaggerated at the time of the shareholder agreement in order to justify the coverage amounts the founders wanted.

Presented with these findings, all but one of the shareholders agreed to treat the original shareholder agreement as invalid and to sell the company, distributing the proceeds and any other assets on a pro-rated basis.

The holdout against this reasonable solution was the estate of the first founder to die. In the estate’s view, the shareholder agreement amounted to a “first to die” lottery that should result in the estate receiving the full value of the company.

After months of negotiations and mediation with the estate yielded little progress, Jacobs Law Group and the client reluctantly pursued litigation. Jacobs Law Group successfully argued in court that the original shareholder agreement had been ignored, never enforced, effectively abandoned, and was thus invalid. Jacobs Law Group also persuaded the court to issue an order appointing a limited receiver with the authority to sell the company.

The company was eventually sold and the proceeds distributed equitably to its shareholders, as Jacobs Law Group initially had proposed.

Press Releases

Jacobs Law Group Helps to ‘Make Hope Happen’

The Philadelphia business law firm Jacobs Law Group PC was a proud sponsor of Strictly Business 2017, a program of JEVS Human Services, which raises funds to support scholarships for those in need in the greater Philadelphia area. Read More.

Events

Leading PA Business Divorce Attorney Neal A. Jacobs Discusses 'Parasitic Partners'

Jacobs Law Group Founder and Managing Attorney Neal A. Jacobs presented "Parasitic Partners" to the Business Divorce subcommittee of the American Bar Association during the Business and Corporate Law Section meeting in Washington, D.C. on Nov. 17. Read more...

Philadelphia
2005 Market Street, Suite 1120
Philadelphia, PA 19103
Tel: 215.569.9701
Fax: 215.569.9788

New Jersey
Five Greentree Centre
525 Route 73, Suite 104
Marlton, NJ 08053
Tel: 856.547.4400
Fax: 856.547.5499

email: info@jacobslawpc.com