To be a Rising Star, you have to be under 40. Whew. I just made the cutoff (Sept. 16th).
I wasn’t going to write this post, but I feel compelled to do so.
Years ago, a former boss told me that, “There can be only so many rising stars in the office and you aren’t going to be one of them.” I was astounded.
I knew right then and there that I would have to do things in a non traditional way in order to become the best lawyer that I wanted to be. And, indeed, my path has had unforeseen twists and turns.
The date I found out about the recognition, I wrote a quote on Facebook from a NIKE AD that I had pasted to my college dorm room closet in 1992. A simple Google image search later, and here is same exact ad:
When I speak to young people about success (not that I am by any means the authority), I tell them that only you yourself (not your boss, co-worker, mother, father, grandparent, best “friend”, brother, sister, teacher, boyfriend, husband, wife, child, coach) knows your capability and talent. Mute out negative voices of people who may claim to know the depths of your intellect, drive, discipline, and talent in any aspect of your life. Only you see your dreams at night, only you can hear your heart palpitate when something excites you. All your life people will tell you no. NO. NO. NO. A thousand times no. But you will tell them yes. YES. YES. YES. A thousand times yes.
Below is our Press Release we recently circulated regarding my recent Super Lawyers Rising Star Recognition.
OFFICAL PRESS RELEASE:
Super Lawyers Recognizes Salene Mazur Kraemer, of MAZURKRAEMER BUSINESS LAW, As “Rising Star”
WEIRTON, WEST VIRGINIA, September 21, 2014. —-On June 13, 2014, Super Lawyers magazine published its annual recognition list which includes Salene Mazur Kraemer, of MAZURKRAEMER Business Law, as a “Rising Star” for the State of West Virginia in the fields of business and bankruptcy law.
Ms. Kraemer is a resident of Mount Lebanon township, Pittsburgh, Pennsylvania and a native of Weirton, West Virginia.
Super Lawyers’ Rising Star list highlights emerging attorneys who are either under the age of 40 or who have been practicing law for 10 or fewer years.
Super Lawyers rates outstanding lawyers from more than 70 practice areas who have attained a high-degree of peer recognition and professional achievement. Attorneys are selected based on a rigorous, multiphase rating process that includes peer nominations, evaluations and third party research of 12 key categories. Selections are made on an annual, state-by-state basis. The objective is to create a credible, comprehensive and diverse listing of outstanding attorneys that can be used as a resource for attorneys and consumers searching for legal counsel. The list is published online and in a magazine called West Virginia and Virginia Super Lawyers.
Salene earned her B.A. as a University Honors Scholar, and Masters in Business Administration, from West Virginia University, both magna cum laude. She earned her J.D. from Villanova University. An active blogger and former turnaround management consultant, she earned a Certified Turnaround Analyst designation from the Turnaround Management Association. Salene is a member of West Virginia, New Jersey, New York, and Pennsylvania State Bars.
“I am honored to be recognized by Super Lawyers for my experience in business and bankruptcy law,” said Salene Mazur Kraemer. “My path as a lawyer has not been a traditional one. I have always been passionate about the practice of law and committed to excellence in my field. This is a great 40th birthday gift.”
Salene is the founding principal of MAZURKRAEMER, an entrepreneurial business law and consulting firm in tune with how technology has changed the legal and business landscape of our time. Your go-to business and bankruptcy confidantes, the firm offers attentive legal and business consulting services, without compromising technical skill or experience. With offices in Weirton, West Virginia, and Pittsburgh, PA, MAZURKRAEMER counsels entrepreneurs and small to middle market companies at every stage of the business cycle in a broad range of business transactions, particularly reorganization.
Salene concentrates her particular practice on commercial bankruptcy law, along with general business and litigation counseling. She has and continues to represent businesses and individuals in bankruptcy courts all over the country.
by Matthew Smith, Associate
The August Wilson Center for African American Culture is at the center of a legal battle in the Allegheny County Court of Common Pleas, Orphan Division. The stunning Center is housed in a 65,000 square-foot location at 980 Liberty Avenue in Downtown Pittsburgh’s Cultural District. The location was built in 2006 using a nearly $8 million loan from Dollar Bank. As collateral for the loan, Dollar Bank has a mortgage on the property. However, by September, 2013, the Center had become delinquent in its loan payments, and Dollar Bank began foreclosure proceedings. By November, 2013, former Chief Bankruptcy Judge for the Western District of Pennsylvania Judith K. Fitzgerald was appointed as a conservator. A conservator is a guardian and protector appointed by a judge to manage the financial affairs and/or daily operations.
Since the Center has entered into conservatorship, a New York development company, 980 Liberty LLC, has put forth a $9.8 million bid for the Center. 980 Liberty proposes to convert roughly half of the Center’s square-footage into a 200-room luxury hotel. Local foundations have resisted this overture. Instead, the local foundations prefer to allow a sheriff sale of the property scheduled for October 6, 2014 to proceed. However, former Judge Fitzgerald filed a motion on September 17, 2014 with the Allegheny Court of Common Pleas seeking to delay the sheriff sale. However, Judge Lawrence O’Toole rejected this motion, yesterday.
Now, the fate of the Center will likely be determined at a critical hearing on Monday, September 29, 2014. The Court is set to review the covenants on the property put in place by Pittsburgh Urban Redevelopment Authority when it granted the right for the Center to be built. These covenants may restrict the use of the Center solely to promotion and advancement of African-American arts and culture. The covenants also require the approval of the city for any changes to the exterior of the complex. If Judge O’Toole upholds the covenants, not only will the offer of 980 Liberty become moot, it could jeopardize the viability of the sheriff sale on October 6th. In such an instance, local foundations would likely be the only bidders, and Dollar Bank would be left with millions in losses. However, if Judge O’Toole strikes down the covenants, then the path would be cleared either for the bid from 980 Liberty or for the sheriff sale.
Your loved one is in a hospital or nursing home that just filed for Chapter 11 bankruptcy. Should you be concerned about care?
A patient ombudsman will be appointed any time a “health care business”(i.e., a hospital or nursing home facility) files for bankruptcy. Specifically, Rule 2007.2 of the Federal Rules of Bankruptcy Procedure provides that the bankruptcy court “shall order the appointment” of the ombudsman unless a party in interest or the United States trustee files a motion within 21 days of the commencement of the case (unless the court sets another deadline). See Fed. R. Bankr. Proc. 2007.2.
It is questionable whether some facilities are classified as “health care businesses”.
The Bankruptcy Code defines “health care business at 11. U.S. C. § 101 (27A):
The term “health care business”—
`(A) means any public or private entity (without regard to whether that entity is organized for profit or not for profit) that is primarily engaged in offering to the general public facilities and services for— (i) the diagnosis or treatment of injury, deformity, or disease; and (ii) surgical, drug treatment, psychiatric, or obstetric care; and
(B) includes— (i) any— (I) general or specialized hospital; (II) ancillary ambulatory, emergency, or surgical treatment facility; (III) hospice; (IV) home health agency; and (V) other health care institution that is similar to an entity referred to in subclause (I), (II), (III), or (IV); and (ii) any long-term care facility, including any— (I) skilled nursing facility; (II) intermediate care facility; (III) assisted living facility; (IV) home for the aged; (V) domiciliary care facility; and (VI) health care institution that is related to a facility referred to in subclause (I), (II), (III), (IV), or (V), if that institution is primarily engaged in offering room, board, laundry, or personal assistance with activities of daily living and incidentals to activities of daily living.
A patient ombudsman is appointed to ensure the quality and continuity of medical care provided and to represent the interest of patients. During a chapter 11 bankruptcy of a health care business, Section 333(a)(1) requires the Court to appoint an ombudsman to monitor the quality of patient care “unless the court finds that the appointment of such ombudsman is not necessary for the protection of patients under the specific facts of the case.” Such a finding is largely a factual determination, and should be made only after an evidentiary hearing. See generally, In re Alternate Family Care, 377 B.R. 754, 758, 58 Collier Bankr. Cas.2d 1531 (Bankr. S.D. Fla. 2007).
The Alternate Family Care Court laid out “nine salient factors” for examining whether a patient ombudsman was required. Id. These factors have subsequently been adopted by other courts. In re Valley Health System, 381 B.R. 756, 761 (Bankr. C.D. Cal. 2008); In re North Shore Hematology-Oncology Associates, P.C., 400 B.R. 7, 11 (Bankr. E.D.N.Y. 2008). Some of these salient factors include: “
- the cause of the bankruptcy
- debtor’s past history of patient care
- the ability of patients to protect their rights;
- the presence and sufficiency of internal safeguards to ensure appropriate level of care
- the impact of the cost of an ombudsman on the likelihood of a successful reorganization.”
In re Alternate Family Care, 377 B.R. at 758.
Other factors include:
- adequate internal protocols for protecting patient information.
- revenue projections through the bankruptcy would allow for a maintaining of the current quality of patient care
- additional administrative cost of an ombudsman was not justified as it may impair the ability of debtor to reorganize. Id.
- whether current operations were very limited.
See In re William L. Saber, M.D., P.C., 369 B.R. 631, 637–38 (Bankr. D. Colo. 2007)(avoiding appointment of ombudsman where sole practitioner filed for bankruptcy as a result of contractual dispute with a former employee). See also In re Banes, 355 B.R. 532, 536 (Bankr. M.D.N.C. 2006) (court declined to appoint patient care ombudsman where debtor had ceased operations and closed her dental practice).
If your local hospital files for Chapter 11 bankruptcy and you have any concerns regarding patient care, contact the attorney for the debtor. His or her information will be listed on the docket which should appear in a google search of the name of the debtor. Or, call the Bankruptcy Court in which the case is pending.
(this is not about business- but this could apply to any type of loss, including loss of a job or of business)
September 19 is indelibly etched in my memory for all eternity (the day my dad passed 7 years ago). This isn’t going to be a sad post. I don’t want to pour over the details of that specific day, either. Besides, Dad, with his megawatt smile and silly sense of humor, would not want us to be sad. He was a positive person.
Instead, I want to share with you what I have learned about grief and loss.
A few years ago, I chose to curb my grieving and to start consciously living, deliberately in the way in which he did and how he would have wanted me to live.
Dad used to say all the time, “The best things in life are free.” And, when we were enjoying the simplest pleasures, he would say, “Now, THIS, is living.”
I am not sure at what point my perspective switched from heavy grief to this “conscious Raymond Mazur living” with an acute everyday awareness of how he has influenced who I am (who my kids are) and who my siblings and nieces and nephews are and who my mom has become. It didn’t happen overnight. It took me some time (and some grief counseling).
It is a pretty cathartic thing though if you can turn the corner.
Dad left big shoes to fill (size 14 actually) and a legacy as an athlete, intellectual, self-made man, musician, parent, husband, engineer, grandfather, outdoorsman, pilot, funny guy, brother, son. We kids all strive to live our lives the way he did (and to live how my mom does. I cannot leave her out. She is just as awesome. I did luck out in the parent department).
I remember actress Halle Berry saying that she feels closer to her dad after his death than she did in his life. I keep my dad alive and close by every day by consciously living his way. And at times I feel like, he has never left us. My kids, who never got a chance to meet him, call him “Peepaw”, as my other nieces and nephews did.
Next weekend, I am going family camping again in the Pennsylvania mountains, like Dad would have loved. I am going to hike like we used to. I am going to swim and jog like he used to. I am going to sit around a campfire like he used to make, I am going to play the guitar that he taught me how to play. I am going to take my children Keira and Jackson out in the kayak when the sun sets and say to them as I often do, “Now this is living.”
by Matt Smith, Law Clerk and Salene Mazur Kraemer
You are a business owner.
You are a shareholder in a business.
You never have shareholder or director meetings.
If you ever want to sell your business, you need proof of what happened in the past. Memorializing the ongoings of your business with corporate minutes and resolutions and corporate meeting is very important. A corporate minutebook is essentially a diary of the significant business events that have transpired.
Business owners like me are often so mired in everyday affairs of the business that he or she cannot take the time to meet with other members. We are juggling all the balls in the air, afraid that some may drop. Also, sometimes, we see the “curve but not the road ahead”.
You should know that a future investor or purchaser or lender will demand copies of your corporate minutes or resolutions. Moreover, not only will the minutes provide important documentation of the corporate business, but may serve as tangible evidence of the proceedings in case of dispute later. Perhaps, if an action required shareholder approval, and such approval was never documented, disgruntled shareholders could later challenge that action, giving rise to a “he said, she said situation”. Avoid this and start consciously conducting formal meetings and drafting minutes of such meetings. Often, your business lawyer is present and drafts any necessary resolutions (hint hint: that’s us). Allow us to provide some general info on corporate minutes, meetings, and resolutions.
A legal entity, such as an LLC or other corporation, is formed to help shield a businessperson from individual liability arising from doing business. This legal protection, however, can be pierced if a businessperson does not follow certain formalities (i.e., commingling funds, etc.). One of the most fundamental of these formalities is the corporate meeting.
FOLLOW YOUR OPERATING AGREEMENTS. The articles of incorporation or operating agreement for a company may mandate annual or quarterly meetings. The articles or operating agreement may also provide for instances in which a “special meeting” is required to approve certain actions, such as: obtaining a loan, issuing equity, and/or replacing a director or officer, etc. The approval or rejection of such actions should be recorded in the “corporate minutes” and separately evidenced by a “corporate resolution.” If an operating agreement so provides, some actions can be approved or rejected without any meeting at all and by written consent. All corporate minutes and corporate resolutions should be safely placed in a special corporate binder.
WHAT TO BRING: Regardless of the meeting type, it is best to insure that certain documents are always available. Insure that a hard copy of the following items are present:
• Articles of Incorporation and any amendments;
• the operating agreement;
• any Corporate Bylaws;
• the minutes of all previous meetings;
• a print out of current information held on file by the state agency with which the corporation is incorporated;
• most recent financial statements
By having a hard copy of these items, it will provide any and all members an opportunity to review those items and to suggest amendments. Member can also be certain that they are obtaining the requisite number of votes for a specific action.
CORPORATE MINUTES. Corporate minutes must not only document the date, time, and location of the meeting, but should also indicate all parties present. The minutes will also provide a record of the topics discussed. The minutes should be signed at the adjournment by all shareholders or members present.
SUGGESTED TOPICS CHECKLIST: At a quarterly or annual meeting, the members should at the least discuss:
• approval of last meeting’s minutes;
• the financial health of the business, possibility of distributions.
• growth plans for the business;
• the sale of any significant assets;
• changes that should be made to the directors or officers of the company;
• material change in the purposes or nature of the Company’s business;
• merger of the Company with another entity;
• sale or lease of any real estate;
• decision to incur certain level of debt;
• contracts, leases, expenses, or other agreements involving more than a certain dollar amount;
• change in tax status or elections of the Company;
• change in the registration or form of the Company;
• acts to dissolve the Company, make an assignment for the benefit of the Company’s creditors, appointment of an examiner or receiver or to file a voluntary petition for Chapter 11 Bankruptcy for the Company;
• significant tax or other debt delinquencies (with secured or unsecured creditors)
• loss of major clients;
• significant outstanding accounts receivables;
• removal or addition of an officer or member of the board of directors; and
• any other operational, human resource, financial, marketing, sales issues that need immediate attention.
The financial statements should show not only the balance sheet of the company, but also the current capital account balance for each shareholder or member. This information is essential not only for discussing the health and future of the business, but in determining whether and in what amount a distribution to a shareholder may be permitted.
To insure that you and your business are maintaining the essential corporate formalities, speak with an attorney to review the corporate records. If you need to recreate minutes from the last few years, contact your business attorney to do so.