Wednesday, October 31, 2012

Patricia Dodge wins 2012 Professionalism Award

Congratulations to Patti Dodge who received the 2012 Professionalism Award, which is awarded by the Civil Litigation Section of the Allegheny County Bar Association to a lawyer who exemplifies the highest professional standards of the profession.

Wednesday, October 24, 2012

ABA Intellectual Property Roundtable - November 8th

Nobember Topic:  “How Can Fashion Companies Protect Their Designs Using Intellectual Property?”
David G. Oberdick, Esquire
ABA IP Roundtable Host
Meyer, Unkovic & Scott is proud to sponsor the Pittsburgh Roundtable for the American Bar Association Intellectual Property Litigation Section.  These quarterly meetings allow IP litigation practitioners to network with other attorneys and discuss topics of interest.
All practicing attorneys interested in intellectual property matters are invited to attend.  Need not be members of the ABA IP Litigation Section.
Lunch will be provided by Meyer, Unkovic & Scott.

Thursday, November 8, 2012 @ 12:00 noon

Meyer, Unkovic & Scott LLP
Oliver Building, 12th Floor
535 Smithfield Street
Pittsburgh, PA  15222-2304

Please RSVP by November 6, 2012 to: or 412.456.4600

Tuesday, October 23, 2012

"Courtesy" in the Workplace?

Jane Lewis Volk, Esquire
On September 28, 2012, the National Labor Relations Board ("NLRB") issued a decision that should be of interest to all employers who hope to foster courtesy in the workplace while staying within the limits of the law. In Karl Knauz Motors, Inc., 358 NLRB No. 164, the NLRB reasoned that an employer's policy, intended to promote courtesy and decorum, unlawfully chilled their employees' federal right to engage in conversation aimed at improving their working conditions or petitioning their employer - or a union - to do so.

The policy in question provided:
Courtesy: Courtesy is the responsibility of every employee. Everyone is expected to be courteous, polite and friendly to our customers, vendors and suppliers, as well as to their fellow employees. No one should be disrespectful or use profanity or any other language which injures the image or reputation of the [employer].

The NLRB reasoned that employees could construe this language as prohibiting conversations with their co-workers, supervisors, managers or third parties about objections to their working conditions and seeking the support of others in improving them. Employees could construe protest or criticism of the employer as "disrespectful" or "injur[ious]to the image or reputation of the employer" and thus fear to seek improvements in the workplace. For that reason, the policy was held to be unlawful, even though no employee had been disciplined under it.

Employers will understandably believe that this decision takes the "could construe" reasoning to an extreme. As pointed out in the dissenting opinion, the issue should be whether employees would "reasonably" understand a challenged policy to prohibit protected activity, not whether the language "could possibly" do so.

While the pendulum on this issue may swing back to a more reasonable interpretation, the decision stands as law and represents the position that will be taken by NLRB agents in reviewing employment policies. Employers are well-advised to keep this in mind in drafting workplace policies and rules. Employers should not over-reach in their understandable efforts to maintain appropriate levels of decorum in their workplaces. While profanity can certainly be prohibited, "respect" in the workplace, as anywhere else, cannot be achieved through mandate. Respect for your employees' rights will, one would hope, engender their respect for your employment policies.

Friday, October 19, 2012

Realty Transfer Tax - Shutting Down 89/11’s

Kevin F. McKeegan, Esquire
Pennsylvania’s realty transfer tax is imposed on almost all recorded transfers of title to real estate within the Commonwealth.  Creative real estate lawyers and tax planners have long tried to avoid the tax by transferring ownership interests in entities holding title to real estate, rather than conveying title to the property itself by deed. So, for example, the members of a limited liability company or partners in a partnership would sell their interests in the company or partnership and the buyer would thus get control of the property through ownership of the company or partnership.    Since the late 1980’s, Pennsylvania limited the tax free nature of these transactions to only those where less than 90% of a company was sold within a three year period. This gave rise to the so-called 89/11 transaction in which a buyer would acquire 89% of a company holding real estate, and defer for three years acquiring the remaining 11%.  These types of transactions have been criticized by politicians and government officials as an unfair loophole, allowing buyers and sellers of significant commercial real estate buildings to escape a tax that otherwise impacts almost every other conveyance of property in Pennsylvania such as single family homes. As part of recently adopted amendments to Pennsylvania’s Tax Reform Code, however, after January 1, 2013, 89/11 transactions will almost entirely, be a thing of the past. In the legislation, which Governor Corbett signed earlier this month, 89/11 transactions will be fully taxable if there is a legally binding commitment to execute a transfer of the remaining 11% at a later date, the terms of the transfer are fixed and not subject to negotiation and the transferring party receives full consideration for the transfer.  The new statutory language suggests that options to acquire the final 11% of a real estate company, where the option price is “subject to negotiation” might escape realty transfer tax, but the practical business considerations that would make such a transaction unpalatable to most buyers and sellers likely mean that after the end of 2012, 89/11 transactions will be a thing of the past.
This article was also published by the Business Workshop section of the Pittsburgh Post-Gazette. To view the published article entitled, “Shutting Down ’89-11’ Property Sales,” click here:

Wednesday, October 17, 2012

PBI Seminar on Green Building - Wednesday, October 31, 2012

Chad I. Michaelson, Esquire
Energy Efficiency, Green Building and Sustainability
Pennsylvania Bar Institute Seminar
Wednesday, October 31, 2012
Chad Michaelson will be presenting at the PBI Seminar on Energy Efficiency, Green Building and Sustainability.  He will discuss "Hot Topics in Green Building".
This seminar will provide the latest information related to green building, energy efficiency and sustainability.  Panels composed of attorneys and area experts will help you understand the most recent developments in the field and the legal implications.  By understanding the broader picture, you'll be able to advise your clients more effectively.  As a real estate attorney, construction lawyer, or in-house counsel these are issues you'll want to make sure you are on top of. 
CLE Credits will be offered to those who attend.  Please see the attached brochure for additional information.

Tuesday, October 16, 2012

Is now the time to give gifts to your children or grandchildren?

Amanda Gerstnecker, Esquire
Both the federal estate tax limit and the tax imposed are set to change at the end of this year, unless Congress takes action. It is widely anticipated that beginning on January 1, 2013, the federal estate and gift tax exemption will revert back to much lower 2001 levels and that estate tax rates will significantly increase.
The 2012 estate tax and lifetime gift tax exemption are $5,120,000 per person and $10,240,000 per couple, with a maximum tax of 35%. Beginning in 2013, if Congress fails to enact further legislation, the exemptions will drop down to $1 Million per person and there will be an effective tax rate of 55%. In other words, you will be able to gift free of tax approximately $4 Million less and will be taxed 20% more.
For those of you whose estates are at or near the $1 Million mark, now is the time to give gifts to your children or grandchildren to ensure that your gifts are exempt and that you can take advantage of the lower tax rate.
Since discussing and drafting a comprehensive estate plan takes time, you should begin thinking about the gifts you would like to make and contact us to ensure that you are able to take full advantage of the current estate tax limit and rate.

Monday, October 15, 2012

China or India: Where's The Best Place to Invest?

Dennis Unkovic
For companies looking to sell their products and services abroad, both China and India seem to offer golden opportunities.  But in both countries, for every opportunity that exists there are also a number of pitfalls.
It makes sense that many western Pennsylvania companies would consider India – it’s the world’s largest democracy and a place where English is widely spoken.   Moreover, Pittsburgh’s research universities and high tech community have already created a number of successful ventures throughout the subcontinent. 
When 60 million people lost power in India recently, it symbolized India’s poor nationwide infrastructure of roads, bridges, railways, ports and electrical generating capacity.  Upgrading India’s infrastructure offers business prospects to engineers, equipment makers and other suppliers, but for other companies it could serve as an impediment to doing business.
Other drawbacks India must overcome include:
  • An overly bureaucratic and frequently corrupt system of business regulation.
  • A high and seemingly uncontrollable birthrate which threatens to tax the economic system.
  • Historical political, religious and ethnic conflicts across India’s vast geographic expanse.

Given the current situation, India could represent a great investment opportunity for a company that needs a highly educated local workforce and for which an efficient distribution system is not essential. Other companies may run into some difficult challenges.
Now to China: While the Chinese economy appears to be slowing down, it is still the second largest in the world and growing.
Companies with plans to do business in China should keep in mind that there are really two Chinas: “Rich China” runs along the coast from Southern China near Hong Kong to north of Beijing and comprises 450 million people who are Westernized and clamoring for consumer goods.  “Poor China” refers to the rest of the country, still economically challenged.  
Other trends affecting China’s economy:
  • China has pressing infrastructure needs. Water is not potable in many Chinese cities and railroad lines throughout the country are deficient.  Pollution in China is also a serious problem, as are power shortages that affect factories. China is committed to spending a lot of money internally to address infrastructure challenges, creating both jobs and wealth in China and for foreign companies.
  • The Chinese government has announced that it is a national priority to acquire state-of-the-art technology from around the world to raise the level of its existing manufacturing competence and expand into new industries.
  • Hu Jintao is the first major Chinese leader in decades to lead a comprehensive crackdown on governmental and institutional corruption.
Despite the recent slowdown of the Chinese economy, the 450 million people in “Rich China” and the government’s commitment to improving infrastructure everywhere means that China offers opportunities to many kinds of businesses, from those that design and build power plants and sophisticated manufacturing systems to those that make consumer goods for both the mass and luxury markets.
My conclusion: There are probably opportunities for a wider variety of businesses in China than in India at this point, but all companies should proceed with caution in developing plans for either country.
Dennis Unkovic is an attorney at Meyer, Unkovic & Scott who has helped many companies invest in Asia. He can be reached at

Wednesday, October 10, 2012

Beth Slagle Honored by Dress for Success - Pittsburgh

Beth Slagle and Miss America, Laura Kaeppeler
Beth Slagle, Counsel with Meyer, Unkovic & Scott LLP, received the Founders Award from Dress for Success Pittsburgh at their Evening Of Celebration And Inspiration last week featuring Miss America 2012.  Beth was honored for helping to found the Pittsburgh Chapter and her continued commitment to their mission and significant efforts on behalf of Dress for Success.  
The mission of Dress for Success Pittsburgh is to promote the economic independence of disadvantaged women by providing tools and a network of support that help women gain and retain meaningful employment.  For more information on the organization you can visit their website: