PUBLICATIONS

NOTICE: These materials are for informational and educational purposes only. You should not construe or consider anything in these materials as legal advice, and you should consult with an attorney for advice on your specific legal issues. Note that some of these materials may be outdated. Please refer to the Legal Notices.  

CONTRIBUTIONS TO BOOKS
• Chapter on “Complaints,” New Jersey Federal Civil Procedure 2010 (New Jersey Law Journal Books 2010).
• Chapter on “Post Trial Motions,” Trial Tactics Defense Litigation Manual, (Defense Research Institute 2006).
• Supplement, Chapter on “Evidence,” New Jersey Federal Civil Procedure (New Jersey Law Journal Books), 2005/2006, 2004, 2003 & 2002.
 

ARTICLES—BUSINESS
• Buying or Selling a Business

• Non-Disclosure Agreement
• Letter of Intent
• Stock Purchase or Asset Purchase
• Tax Issues on Stock Purchase or Asset Purchase
• Collateral Security
• The Purchase Agreement
• "Modifying the Representation and Warranty about Financial Statements being Prepared in Accordance with GAAP (Part 1)", ABA Deal Points (April 2024).
• "What To Consider When Buying - Selling a Business," NJBIZ (October 4, 2017). 
• Quoted in Commerce Magazine on importance of "corporate housecleaning" to ensure a smooth sale of a business (May 2014).
• “Fundamentals of Due Diligence - Review of Basic Corporate Records for NJ Transactions,” Newsletter of the Business Law Section of the New Jersey State Bar Association, Vol. 27 No. 2 (May 2004).

• Limited Liability Companies (LLC)

• "Steps to Interpreting NJ-RULLCA", New Jersey Law Journal (March 6, 2025).
• "Awaiting Case Law, Amendments a Decade into NJ-RULLCA", New Jersey Lawyer (April 2024).
• "Does Your NJ LLC Have a Limited Duration?", Archer Advisory (March 2024).
• "NJ Guide to Conversions and Domestications of Corporations and LLCs", ABA Business Law Today (November 6, 2023).
• "Trusts as Members of NJ LLCs," Newsletter of the New Jersey State Bar Association Business Law Section Vol. 41, No.3 (May 2018).
• "Death and the NJ LLC," Newsletter of the New Jersey State Bar Association Business Law Section Vol. 41, No.2 (November 2017).
• "Non-Waivable Provisions Under NJ-RULLCA," Newsletter of the New Jersey State Bar Association Business Law Section Vol. 40, No. 3 (April 2017).
• "NJ-RULLCA Provisions Requiring Unanimous Consent," Newsletter of the New Jersey State Bar Association Business Law Section Vol. 40, No. 2 (April 2017).
• "Avoiding Legal Malpractice in LLC Formations," 300 New Jersey Lawyer Magazine 12 (June 2016). 
• “Why New Jersey Is Not Delaware," __ New Jersey Law Journal __ (January 11, 2016).
• "The Duty of Loyalty under the New Jersey Revised Uniform Limited Liability Company Act," 290 New Jersey Lawyer Magazine 12 (October 2014).
• "The Manifestly Unreasonable Standard under NJ-RULLCA," Newsletter of the New Jersey State Bar Association Business Law Section Vol. 38, No. 1 (July 2014).
• "Standards to Measure Good Faith and Fair Dealing under NJ-RULLCA," 216 New Jersey Law Journal 362 (May 5, 2014).
• "New LLC Law Became Effective [in New Jersey] on March 1 [2014]," 215 New Jersey Law Journal 619 (March 3, 2014).
• "Estate Planners Beware: Under RULLCA, a Member Transferring a Transferable Interest Remains a Member," Newsletter of the New Jersey State Bar Association Business Law Section Vol. 37, No. 3 (January 2014).
• "Big Changes in NJ LLC Law," ___ New Jersey CPA 30 (Sept.-Oct. 2013).
• "The New Jersey Revised Uniform Limited Liability Company Act," New Jersey Corporate Counsel Association Newsletter (January 2013) - compares six major default provisions under NJ-RULLCA and Delaware LLC law.
• "An Operating Agreement is Essential Under RULLCA," 210 New Jersey Law Journal 664 (November 19, 2012).
• "New Jersey Adopts Revised Uniform Limited Liability Company Act" - summarizes the important changes in New Jersey law impacting LLCs (September 2012).
• "New Remedies for Oppression in LLCs," Newsletter of the Business Law Section of the New Jersey State Bar Association Vol. 33 No. 2 (January 2010).  

• Starting, Growing and Investing in a Business

• "The Business Lawyer's Quick Guide to Choice of Entity: Corporation vs. LLC", ABA Business Law Today (March 2025), summarizing the advantages and disadvantages and the characteristics of C corporations, S corporations and LLCs.
• "Forming a Business Entity: NJ, NY, PA or TX vs. DE",  Archer Advisory (October 2024), summarizes the initial and annual costs of forming a business entity in these states.
• Quoted in Commerce Magazine on the importance of a business protecting its trade secrets, intellectual property and other confidential and proprietary information (May 2015).
• Quoted in New Jersey Business Magazine on NJ LLC strategies when forming a business (October 2014).
• Quoted in Commerce Magazine on how an investor can protect his minority ownership interest in a business.
• Quoted in New Jersey Business Magazine on NJ LLC law considerations during formation of business (October 2013).
• "Forming a Business Entity--NJ, NY, PA or DE?" (March 2013) (superseded; see above).
• "Why You Should Comply with the Securities Law" (June 2011).
• “Protecting a Capital Investment--Basic Characteristics of Preferred Stock,” 189 New Jersey Law Journal 369 (July 30, 2007).

          See the articles under the heading of "Limited Liability Companies" above.

• Buy-Sell Agreements

• "Do's and Don'ts of Business Succession Planning," NJBiz (June 22, 2015).
• "Basic Advantages and Disadvantages of Redemption vs. Cross-Purchase Buy-Sell Agreements" (2012).
• Quoted in Commerce Magazine on importance of buy-sell agreements (Summer 2012).
• "Events Triggering Buy-Sell Obligations," 200 New Jersey Law Journal 682 (June 14, 2010).  A more comprehensive paper explaining common events triggering buy-sell obligations in shareholders agreements, LLC operating agreements and partnership agreements is available.  Read it: Events Triggering Buy-Sell Obligations.
• "Valuation Methods for Determining Purchase Price under Buy-Sell Agreements" (February 2009).

• Contract Issues

• Quoted in Commerce Magazine on the importance of a business using its own form of contracts (Best Practices 2013-2014).
• “The Executory Accord,” Newsletter of the Business Law Section of the New Jersey State Bar Association Vol. 31 No. 1 (January 2008).
• “Guarantors' Contribution Agreement,” 188 New Jersey Law Journal 478 (May 7, 2007).
• “Contract Boilerplate (with sample provisions),” Newsletter of the Business Law Section of the New Jersey State Bar Association (August 2006).
• “New Jersey Law on Contract Boilerplate Provisions,”  232 New Jersey Lawyer Magazine 45 (February 2005).
• “Law Governing Letters of Intent and Other Preliminary Agreements,” 225 New Jersey Lawyer Magazine 35 (December 2003).
• “The Importance of Letters of Intent and Confidentiality Agreements,” 218 New Jersey Lawyer Magazine 20 (December 2002).    

               • Cited in Mitchell C. Shelowitz, “How to Avoid the Perils of Over-Negotiating,” 21 No. 9 ACCA Docket 77 (October 2003).

• Corporate Issues

• "Understand Your Obligations Under the New Corporate Transparency Act", Archer Advisory (November 18, 2024).
• "Delaware Now Allows a Corporation to Protect its Officers from Personal Liability", Archer Client Advisory (September 6, 2022).
• "New Jersey Now Allows 100% Virtual Shareholders Meetings", Archer Advisory (January 5, 2022).
• Quoted in New Jersey Law Journal on accountants using simple forms of corporate documents without legal advice (June 15, 2011).
• “Application of the Business Judgment Rule to Corporate Officers,” 243 New Jersey Lawyer Magazine 73 (December 2006).
• “Dissolving A Corporation in New Jersey,” 214 New Jersey Lawyer Magazine 49 (April 2002).

 ARTICLES—LEGAL ETHICS

• "Avoiding Legal Malpractice in LLC Formations," 300 New Jersey Lawyer Magazine 12 (June 2016). 
• "Ethics for Transactional Attorneys: Developments in 2013," 215 New Jersey Law Journal 141 (January 20, 2014).
• "In Pursuit of Professionalism Among Business Lawyers," 276 New Jersey Lawyer Magazine 47 (June 2012).  
• "Legal Ethics in the Context of Negotiations," 273 New Jersey Lawyer Magazine 57 (December 2011).  
• “A Lawyer's Conflict of Interest in Mergers and Acquisitions,” Newsletter of the Business Law Section of the New Jersey State Bar Association (December 2006).
• “One Attorney Representing Multiple Clients Sitting on the Same Side of the Table,” 240 New Jersey Lawyer Magazine 38 (June 2006).

 ARTICLES—LITIGATION
• Discovery Issues

• “Objecting to the Form of Deposition Questions,” Vol. 21, No. 1 Trial Practice Journal 8 (Fall 2006), ABA Litigation Section, Trial Practice Committee.
• “Dealing with Problems at Depositions,” New Jersey Lawyer Magazine (December 2014).
• “Dealing with Problems at Depositions,” New Jersey Lawyer Magazine (December 2001).

               • Reprinted in 3C New Jersey Practice – Civil Practice Forms (5th ed.) § 35.12 (West).
              • Cited in 1B New Jersey Practice – Court Rules Annotated (5th ed.) R. 4:14-1 (West).

• “Contention Interrogatories,” New Jersey Lawyer Magazine (December 2001).

               • Reprinted in 3C New Jersey Practice – Civil Practice Forms (5th ed.) § 40.7 (West).
              • Cited in 42 New Jersey Practice – Discovery § 2.47 (West) (“an excellent discussion of the use of contention interrogatories”).
              • Cited in 1B New Jersey Practice – Court Rules Annotated (5th ed.) R. 4:17-4 (West).
              • Cited in Douglas C. Rennie, "The End of Interrogatories: Why Twombly & Iqbal Should Finally Stop Rule 33 Abuse," 15 Lewis & Clark Law Review

                  191 (2011).

• “Document Indices and the Attorney Work Product Doctrine,” 162 New Jersey Law Journal 241 (October 16, 2000).
• “Application of the Attorney Client Privilege to Communications with Former Employees,” New Jersey Lawyer Magazine (December 1999).

               • Cited in 2C New Jersey Practice – Evidence Rules Annotated (3d ed.) R. 504 (West).

• “Producing Documents in State Court Actions”, New Jersey Lawyer Magazine (May 1997).

               • Cited in 1B New Jersey Practice – Court Rules Annotated (5th ed.) Rule 4:18-1 (West).
              • The Supreme Court Civil Practice Committee amended Rule 4:18-1 as suggested in the article.

• Letter to the Editor, “Court Rule Doesn't Bar Conferences,” New Jersey Law Journal (December 9, 1996).

              • Cited in A. Darby Dickerson, "The Law and Ethics of Civil Depositions," 57 Maryland Law Review 273 (1998).

• Evidence Issues

• “Getting Nonparty Business Records into Evidence,” __ For the Defense 68 (September 2007), Defense Research Institute.
• “Basic Principles of Cross-Examination,” Trials and Tribulations, Defense Research Institute, Trial Tactics Committee (Sept.  2006).
• “Burden of Proof for Legal Fraud Claims” 170 New Jersey Law Journal 28 (October 7, 2002).

               • Cited in 2B New Jersey Practice – Evidence Rules Annotated (3d ed.) R. 101 (West).

• “Getting Nonparty Business Records into Evidence,” New Jersey Lawyer Magazine (October 2001).

               • Cited in Paul F. Rothstein, Federal Rules of Evidence (3d ed.), Rule 803.
              • Cited in 2B New Jersey Practice – Evidence Rules Annotated (5th ed.) R. 201 (West).
              • Cited in 2D New Jersey Practice – Evidence Rules Annotated (5th ed.) R. 803(c)(6) and R. 803(c)(25) (West).

• Co-author, “An Introduction to Cross-Examination,” New Jersey Lawyer Magazine (November/December 1998).

              • Cited in Stephen D. Easton, “Can We Talk?: Removing Counterproductive Ethical Restraints Upon Ex Parte Communication Between Attorneys 

                 and Adverse Party Witnesses,” 76 Indiana Law Journal 648 (2001).
             • Cited in 3C New Jersey Practice – Civil Practice Forms (5th ed.) § 35.12 (West).
             • Cited in Celine Chen, "The Right to Allocution - A Defendant's Word on its Face or under Oath," 75 Brooklyn Law Review 579 (2009).
             • Reprinted in "Trial By Jury 2012" Handbook at p.939 (Practicing Law Institute).

• Co-author, “Using and Opposing Expert Testimony at Trial,” New Jersey Lawyer Magazine (November/December 1998).
• “Is a Higher Standard Needed for Proof of Fraud?” 138 New Jersey Law Journal 679 (October 17, 1994).

              • The Supreme Court Committee on Model Civil Jury Charges commented on the issue raised in the article in its 1996 Supplement to the 

                 Model Jury Charges.

• “Where You Can Use Leading Questions,” 137 New Jersey Law Journal 1042 (July 11, 1994).

               • Cited in N.J. Stat. Ann. § 2A:84A-1 et seq. (Appendix A - N.J.R.E. 611) (West)
              • Cited in 2C New Jersey Practice – Evidence Rules Annotated (3d ed.) R. 611 (West).
              • Cited in Charles J. Walsh and Gwen L. Posner, “Presenting and Challenging Witnesses Under New Jersey Rules of Evidence 607, 611(c) and 803(a)(1),”

                  27 Seton Hall Law Review 399 (1997).

• Miscellaneous Litigation Issues

• “Diversity Jurisdiction and the LLC,” 196 New Jersey Law Journal 326 (May 4, 2009).
• “Modification to the Standard Governing Motions to Dismiss Under Rule 4:6-2(e)” __ New Jersey Lawyer Magazine 45 (April 2007).

              • Cited in 1B New Jersey Practice – Court Rules Annotated (5th ed.) R. 4:6-2 (West).

• “How to Avoid Giving Judges Headache,” 183 New Jersey Law Journal 148 (January 16, 2006).
• “The Effect of a Mistrial on Dispositive Rulings,” 157 New Jersey Law Journal 1309 (September 27, 1999).
• “Motions for Summary Judgment in State Court Actions”, New Jersey Lawyer Magazine (June 1998).

               • Cited in 2 New Jersey Practice – Court Rules Annotated (5th ed.) Rule 4:46-2 (West).

• “Dealing with an Expert's Conflict of Interest”, 151 New Jersey Law Journal 664 (February 16, 1998).

 ARTICLES—MISCELLANEOUS

• "Communicating with Clients through Invoices," Vol. 37, No. 6 Law Practice 36 (November / December 2011), American Bar Association.
• “New Jersey Public School District Nepotism Policies,” School Leader (September / October 2009), New Jersey School Boards Association. 
• “A Policy on Student Use of Cell Phones,” School Leader (December 2007), New Jersey School Boards Association.
• “The Fundamentals of School Busing,” School Leader (September/October 2003), New Jersey School Boards Association.
• Op-Ed, “Statutes Prohibiting Offensive Language,” 138 New Jersey Law Journal 901 (October 31, 1994).

               • Cited in N.J. Stat. Ann. § 2C:33-2 (West).
              • Cited in N.J. Stat. Ann., Constitution, Art. I, ¶ 6 (West).
 

ART

• Photograph "Palm Trees Against Warner Brothers Building in Burbank, California,"      appearing in New Jersey Lawyer Magazine (December 2007).