At Cipriani & Werner, members of our Bankruptcy & Restructuring practice group provide clients with assistance in both routine and complex insolvency issues and proceedings. They are also experienced with restructuring loans to maximize recoveries. From negotiations, to structuring and documentation, our team members work closely with clients to close both routine and complex financial transactions, including commercial loans, leasing and real estate transactions.

C&W’s Bankruptcy & Restructuring practice group represents creditor clients in all aspects of bankruptcy, including contested matters and adversary proceedings, asset sales, preference actions, relief from stay motions, fraudulent conveyances, dischargeability challenges, trustee motions and appeals.

Our clients include major financial institutions, as well as investor groups and businesses looking to enforce claims and bankruptcy, or restructure debt or equity positions in troubled companies. Among the types of cases that we have handled on behalf of our clients:

• Bankruptcy and state receiverships
• Lender liability defense
• Commercial loan workouts and collection actions
• Fraudulent conveyance and preferential transfer actions
• Claims under the uniform commercial code (UCC)
• Equitable subordination and subrogation claims; and
• Debt for equity ”swaps”

As society evolves at an ever-shifting, rapid pace, so do its norms. Never has this been so readily apparent than in the recent, successful efforts to legalize marijuana in an increasing number of states across the country. The cannabis industry that has grown from these legalization efforts is just as rapidly evolving. As a result, those in the cannabis industry are presently left to navigate complex legal frameworks that are changing just as quickly, which vary from jurisdiction to jurisdiction, and involve legal issues presented across a wide spectrum of practice areas. This leaves businesses and insurers in the space exposed to address new developments in the law in short order to avoid adverse impact on their bottom line.

C&W’s Cannabis Law practice is engineered to service our client’s needs in a fluid manner, including integration with the firm’s core practice group areas, including:

• Business Formation & Governance
• Commercial Transactions
• Commercial Litigation
• Regulatory Compliance & Audits
• Governmental Relations
• Litigation: Labor & Employment, Professional Liability, Product Liability, Commercial Transportation, Premises Liability & Workers’ Compensation
• Insurance Coverage
• Cybersecurity
• Life Sciences
• Business Counseling Services
• Bankruptcy

By cultivating a multi-disciplinary approach to Cannabis Law and in collaboration and coordination with our industry partners and vendors, C&W will be able to advise clients in various aspects of the cannabis industry such as land owners, growers, processors, packagers, distributors, and retailers. This approach will benefit the Firm’s clients not only individually, but collectively by way of cross-pollination of ideas and opportunities with the Firm’s other contacts whose businesses may be complimentary to their own. It also provides a more uniform experience in services to clients across multiple jurisdictions. In doing so C&W’s Cannabis Law practice serves as a “one-stop shop” for its clients, which results in savings of their time, effort, and money as compared to having to coordinate efforts between multiple law firms.

Disclaimer

The possession, distribution and manufacturing of marijuana are illegal under federal law. State law, which may in some jurisdictions decriminalize such activity under certain circumstances, is superseded by federal law. Violation of federal drug laws carries serious penalties, with the federal government reserving the right to seize and seek civil forfeiture of real or personal property facilitating the sale of marijuana and money or proceeds accruing from such transactions. Although the U.S. Department of Justice has noted that an effective state regulatory system and a marijuana operation’s compliance therein should be considered in the exercise of investigative and prosecutorial discretion, its authority to prosecute violations of federal law is not diminished by the passage of state laws that may decriminalize such activity. Law or policy covering this industry may change at any time.

Construction is a constantly changing industry with new regulations and leading trends, such as environmental impact and sustainable development concerns, that impact our clients throughout the construction process.  Cipriani & Werner attorneys have distinguished backgrounds in design, construction and project management and years of experience representing industry clients.  Remaining apprised of the latest developments and best practices in construction law, our construction attorneys effectively and efficiently guide clients through the legal issues at every stage of the project.

Cipriani & Werner’s Construction practice group has built long-term relationships with top construction industry firms across the region.  Our valued clients range from small entrepreneurial designers and contractors to nationally ranked firms.  We partner with and assist owners, program managers, architects, engineers, construction managers, subcontractors and suppliers in every phase of the construction process, including planning and design, construction and insurance coverage needs.

Mirroring the complexities of construction law, our practice is diverse and multifaceted, and includes the following key components:

• Risk management
• Contract preparation and review
• Insurance coverage
• Surety bonds
• Procurement and bid disputes
• Mechanics’ liens – prompt payment claims
• Construction defect – design defect – unforeseen conditions
• Schedule delay – disruption – acceleration claims
• Dispute resolution

In today’s challenging construction market, disputes are at times inevitable.  When they occur, contractors need experienced advocates who can resolve them quickly and effectively.  Our attorneys have successfully represented clients in mediation, arbitration and other alternative dispute resolution proceedings, and have litigated construction disputes in federal and state courts and courts of claims throughout our region, including Pennsylvania, West Virginia, New Jersey, Delaware, New York and Maryland.

Cipriani & Werner, P.C.'s Directors & Officers (D&O) Liability Practice Group represents our insurance clients and their insureds in a wide-range of matters arising under claims triggering coverage under D&O insurance policies.  Our attorneys have extensive experience defending litigation brought against directors and officers of privately held corporations, non-profit organizations, governmental entities and family-run businesses in a wide range of corporate governance claims. 

D&O claims may take various forms depending on whether they relate to duties to the corporation, employees, competitors, customers or the public. In the case of a cyber breach, D&O’s can face a shareholder’s suit or a shareholder derivative action claiming that directors and officers breached their fiduciary duty to the company for failing to have adequate cyber security measures in place. The coverage itself will also vary depending on whether the insured corporation has indemnification requirements in favor of their officers and directors.  Regardless of whether claims arise due to the failure of officers or directors to meet contractual or measurable standards of performance guided largely by the business judgment rule, claims of negligence, mismanagement or self-dealing actions by officers or directors, and various financing (debt and equity) and shareholder related matters, our experienced attorneys are prepared to vigorously defend our clients.

Cipriani & Werner attorneys are licensed to practice in numerous jurisdictions and have the skills and knowledge required to handle D&O liability matters. Our team’s understanding of state and federal rules and regulations, coupled with extensive litigation experience enables us to successfully represent clients in actions involving financial institutions, technology, pharmaceutical and biotechnology companies, and healthcare and manufacturing entities. Our attorneys represent clients in federal and state litigation, regulatory enforcement matters, chancery court matters and investigations involving a wide range of D&O liability matters, including: 

• Breach of fiduciary duty 
• Breach of duty of loyalty
• Director and Officer liability claims
• Corporate governance matters
• Mergers and acquisitions
• Employment discrimination
• Governmental investigations and litigation
• Health care fraud 
• False Claims Act litigation
• Negligence
• Employee supervision
• Wrongful business practices
• Self-dealing and conflicts of interest
• Financial mismanagement and corporate waste
• Data breaches and Privacy violations
• Investment Transactions
• Cyber Liability

In every case a C&W attorney handles, we work to promptly and accurately evaluate legal matters to evaluate risk of liability and develop a strong case for defense of our client. We understand how accusations and litigation can disrupt and interfere with business operations and profitability and we always strive to bring these matters to a favorable conclusion for our clients.

Few businesses today remain untouched by the myriad of statutes and accompanying regulations pertaining to workplace conduct and relations.  The United States Congress, every state legislature, and most municipal governing bodies have all enacted laws calculated to ensure equal opportunity in the workplace, harassment-free work environments, and vindication of employee civil rights.  In a very real sense, the government, at virtually every level, has inserted itself into the management of the American workplace.

Our attorneys provide legal advice on every issue arising in the employer-employee relationship to clients of all sizes, from Fortune 100 corporations to privately owned businesses with small work forces.  Our clients are in all industries ranging from banking, health-care, manufacturing, construction and retail, to drilling, waste removal and resorts.  With offices across the mid-Atlantic region, our Employment practice has a large and growing footprint.

Within the labor/employment context, our areas of experience include occupational safety and health law, labor-management relations, unemployment compensation litigation, wrongful termination and civil rights litigation, and drafting and enforcing restrictive employment covenants.  Our clients benefit from the close interaction between the firm’s labor/employment lawyers and its workers’ compensation practice group, given the frequently complicated relationship between ADA, FMLA and workers’ compensation matters.  In fact, some of our most important work involves counseling clients on employee terminations, layoffs and compliance with employment statutes and regulations to prevent employment disputes from escalating into full-blown litigation.

Our Employment Law attorneys represent companies in all issues arising in the employer-employee relationship, including:

• Age Discrimination in Employment
• Americans with Disabilities Act (ADA) 
• Title VII
• Title VIII
• Title IX
• Discipline and Discharge 
• Discrimination & Harassment
• Drugs and Alcohol
• Employee and Executive Agreements - Family Medical Leave (FMLA)
• General Liability
• OSHA
• Non-Compete and Severance Agreements - Wage & Hour
• Workers' Compensation 
• Unemployment Compensation

Cipriani & Werner’s Environmental Law attorneys are equipped to represent clients in a wide variety of Environmental Law matters including advising businesses on compliance with environmental laws and regulations and defending them in litigation.  Our team of veteran attorneys have the experience to guide and protect our clients across the many industries we serve.

We employ skilled and effective methods of case management, settlement negotiation and trial preparation and our attorneys have amassed the necessary knowledge and experience for defending complex environmental claims our clients encounter.  C&W’s Environmental Law attorneys are advocates who bring the technical and litigation skills required to successfully defend clients from significant financial and reputational damage.

Our lawyers have defended numerous claims including hazardous substances, contaminated property, asbestos, environmental response and toxic torts, among others.  Our firm stands ready to provide the critical analysis and advice necessary to appropriately and aggressively defend our clients.  

The most important decisions in a person’s life often involve their marriage and children.  When these decisions affect your rights and duties under the law, it is paramount to have trusted legal representation by your side. The attorneys of Cipriani & Werner’s Family Law practice group are here to guide you through the dynamic intricacies of family law and advocate to protect your rights.

Cipriani & Werner’s Family Law practice group attorneys have extensive experience, knowledge, and understanding to handle all of your family law needs in domestic relations matters, including divorce (contested and uncontested), child custody, child support, post-divorce contempt, modification of custody or child support, grandparent visitation rights, and temporary protective orders.  We also assist clients with prenuptial and postnuptial agreements and adoptions.

The quality, strength, and diversity of our Family Law team means you can expect passionate representation tempered with respect and understanding of your unique problems.  You need your lawyer to listen to you and be sensitive to your situation while offering honest and realistic solutions.  The Cipriani & Werner team is responsive, compassionate, and effective with years of experience representing clients in family law matters.

Our attorneys have strong ties to the community, law enforcement, and courts of north metro-Atlanta and the Washington Metro area (DMV).  We work tirelessly to bring the best results for our clients no matter the situation or tough decisions they may be facing.  Whether in mediation or the courtroom, we are the trusted partner you need.

We serve the Washington metropolitan area (DMV) offices in Bethesda, MD, Washington D.C. and Fairfax, VA, as well as the north metro-Atlanta area including the following counties: Forsyth, Fulton, Cobb, Gwinnett, Dawson, Hall, DeKalb, and others.

Cipriani & Werner’s attorneys have successfully handled a wide range of complex general liability cases, which encompass legal claims brought against retail establishments, restaurants and other property owners. From simple “slip and fall” cases to complex litigation involving falling merchandise, faulty equipment, tainted food, premises security and discrimination, our attorneys can successfully represent client interests in nearly any premises liability situation.

Our attorneys have a deep understanding of the law in every jurisdiction where we practice, along with the vast experience in the courtroom. Together, our skills and experience provide clients with the best possible liability defense, regardless of case facts.

Premises liability litigation also involves the question of whether others—vendors, contractors or insurance carriers—may bear responsibility for allegations of wrong-doing, either in part or in full. Cipriani & Werner premises liability attorneys have analyzed hundreds of contractual agreements, including insurance agreements, to assist clients in asserting claims for payment of defense costs, contribution, and full indemnification for amounts paid to injured parties.

Experience in defending against liability for harm forms only part of the skills necessary to successfully represent clients in premises litigation. A mastery of the medical complexities involved with a claimed injury and a strong network of medical, vocational and economic experts helps our firm provide the best possible defense. Our attorneys have defended clients in wrongful death claims and injury claims related to medically complex issues, including CRPS, alleged cognitive deficits, and neck and back dysfunction. And just as important, we are often able to resolve matters without ever entering a courtroom, saving clients the time, costs and stress of litigation.

When cases do go to trial, Cipriani & Werner’s premises liability attorneys provide aggressive, thorough analysis and skillful defense strategies developed over decades of counseling some of the nation’s largest commercial retailers, restaurants, fast food producers and hospitality groups. While we are proud of this pedigree, we offer the same level of care and commitment to small business owners facing liability claims.

C&W’s Life Sciences Group provides a full range of litigation, transactional and advisory services to pharmaceutical, bio-technology and medical device companies in the United States and abroad. The lawyers in this group have extensive experience in meeting the specialized needs of the life science industry. Our trial team includes lawyers focused on all key areas of the law, including medical device regulation, healthcare, and products liability.

We work closely with our clients to identify and analyze risks associated with regulatory compliance, informed consent, labeling changes, product advertising and post-marketing activities. Being multi-disciplinary and nationally integrated has allowed us to face opponents of the industry throughout the country. Our creative, strategic and cost effective litigation techniques have led to a long track record of success.

Representative Matters:

• We represented one of the country’s most prestigious medical and educational institutions in clinical trial litigation. The litigation was eventually dismissed following a motion for summary judgment.
• We tried to a defense verdict one of the nation’s leading cases involving a cosmetic skin laser which allegedly caused personal injury and substantial business loss. Our group utilized some the country’s leading laser and cosmetic surgeons to convince the Court that there was no evidence of product defect. The verdict was recognized as a key victory for companies in the aesthetic laser industry.
• In recent years, we have handled a diverse range of cases involving medical publications, prosthetics, generic drugs, hip and knee implants, plasma and blood related products and treatments, defibrillators, vision devices, surgical appliances and dietary supplements.
• We presently serve as national coordinating counsel for a number of companies involved in pharmaceutical and medical device litigation and have done so for over a decade.

Cipriani & Werner, P.C. is well experienced in all aspects of Maritime and Admiralty law.  The firm places a particular emphasis on defending maritime casualty cases and has provided skilled representation to ship owners and operators, charter parties, marine terminals, marinas, dry-docks, boating clubs, yacht clubs, marine product manufacturers, marine structure installers/builders, tug and barge operators, pleasure craft operators and many other marine related entities, including their insurers.

The firm offers a 24-hour on-call response service at (516) 642-7968 for maritime casualties and will respond, as needed, to manage all aspects of a marine loss.  This includes initial investigation, expert coordination, site inspection and crew interviews, as well as claim management and litigation.  Marine losses are often catastrophic events and having experienced counsel, ready to manage the loss at all stages, is critical in the wake of a serious incident.  Our attorneys understand the complexities of these incidents and are experienced in teaming with other marine professionals to respond appropriately.

Cipriani & Werner, P.C. has successfully represented clients in ship allisions and collisions, Jones Act Injury Cases, marine property damage claims, Limitation of Liability and Exoneration claims, marine fires, sinkings/groundings, man-over-board incidents, marine structural failures, general negligence claims, claims of unseaworthiness and other marine related tort and/or contract claims.

The Maritime Group is led by New York partner, Kenneth Danielsen, who is a member of the Maritime Law Association and has practiced maritime law his entire career.  Mr. Danielsen has handled countless high exposure marine losses.

According to the National Academy of Social Insurance, U.S. Workers’ Compensation carriers and employers pay between 20.9 and 32.4 billion dollars in medical expenses related to work injuries each and every year.  Cipriani and Werner’s Medical Fee Review Practice Group seeks to protect its clients from these ever ballooning costs and attempted improper billing.

Most workers’ compensation systems have instituted cost control regulations that limit the amount that a medical provider may charge for a given service relative to a work-related injury.  However, some providers and/or pharmacies either excessively bill or seek to utilize loopholes in these systems in an attempt to increase their payments above these prescribed limits.  The Medical Fee Review process is an avenue that providers utilize to challenge the allotted payments and re-pricing of their bills and seek higher recoupments through litigation.

The Medical Fee Review Practice Group works in conjunction with and in support of the Workers’ Compensation Practice Group to defend both carriers and self-insured employers against such schemes and disputed pricing.  We defend our clients from the initial administrative review of challenged bills through full litigation of disputed amounts and timeliness of payments.  We collaborate closely with adjusters to respond to requests from state agencies relative to re-pricing calculations and represent them before Medical Fee Review Officers and Judges.  Through this process, we seek to ensure that our clients are charged only the proper legislatively established prices for medical services and protected against claims for inflated and excessive billing.

If you are dealing with a claim of improper billing from a provider or believe that you are being excessively billed for a work-related injury treatment, a member of the Medical Fee Review practice group is available to discuss proper responsive actions and strategy to address.  Please do not hesitant to reach out to us with any questions. 

Mergers, acquisitions, and other major transactions can produce competitive advantages and increase your company’s market strength.

To successfully execute these deals, the Cipriani & Werner Mergers and Acquisitions practice offers every client thorough due diligence and risk assessment, transactional structuring designed to create value, a process for structuring new corporate governance, and the option to receive ongoing support through a range of scalable, high-value legal services.

The M&A team at Cipriani & Werner guides clients step-by-step through each stage of a deal, including due diligence, structuring, negotiation, document preparation, post-transaction transition and post-merger integration. Our lawyers understand the internal and external pressures that clients face throughout a transaction and the industry-specific issues critical to the success of their deal. Understanding the ins and outs of your industry allows us to reduce costs and time, and to work more collaboratively with clients.

Our corporate transactional clients include emerging, middle-market and multinational corporations, as well as a range of market participants including investment banks, lenders, private equity firms and other financial institutions.

The Cipriani & Werner M&A practice handles a variety of transactions and joint ventures, representing clients on both the buy and sell sides of stock purchases, asset purchases, and other forms of acquisitions and divestitures. We can also guide clients through leveraged buyouts and auctions; tender offers and proxy contests for corporate control; regulatory and antitrust guidance; and conduct all forms of corporate due diligence.

We understand that while mergers and acquisitions can be a vehicle for making quick moves in the market, they also contain risks that can threaten even sophisticated companies with strong foundations. We analyze these risks and tailor your transactional strategy accordingly, to ensure the most successful outcome possible for your deal.

Motor vehicle and carrier accident claims are common, but require specialized handling due to the array of motor vehicle laws and regulations that have been enacted by the legislature of each jurisdiction and compounded by decades of judicial interpretation.  Lack of sophistication in this area of the law often leads to overvaluing claims or failing to take advantage of available statutory defenses.

The Motor Vehicle and Motor Carrier practice group attorneys at Cipriani & Werner have litigated every variety of claim arising from motor vehicle collisions, including  Rideshare/Transportation Network Companies (TNC) coverage and defense.  In doing so, C&W has created an infrastructure that allows it to bring a deep bench of experienced attorneys to efficiently litigate everything from minor claims to the catastrophic losses.  Every office in each venue in which we practice is staffed with attorneys who can immediately assess a claim, propose and implement a plan of action, and do so with a firm grasp of the intricacies of motor vehicle law in that particular jurisdiction.  C&W always focuses on securing the best result in the most efficient manner.

Our firm provides coverage opinions and litigates coverage issues arising from motor vehicle insurance policies.  We defend insurers in PIP, first-party claims and bad faith claims.  We also arbitrate and litigate third-party claims, uninsured/underinsured motorist and property damage claims, and have a track record of success in every area.

We welcome the opportunity to meet with potential new clients, communicate regarding their needs, and identify attorneys within our firm who can provide immediate, experienced and strategic legal assistance to secure the most favorable results.

Since the founding of our firm, Cipriani & Werner has successfully represented product liability clients in a wide range of matters. Many of these cases have significant verdict risks, given the types of injuries which can occur when a product is misused, abused or substantially changed.

Today, manufacturers face tremendous exposure due to unpredictable juries, who may opt to apply the ’deep pocket’ theory of justice. State-by-state differences in the law are also a significant factor in assessing product liability exposure. Pennsylvania’s product liability laws, for example, are considered some of the most liberal in the country. In this state, a product may be considered defective if a safer reasonable alternative design could have been adopted at the time of sale, or if a product contained inadequate warnings. This leaves the manufacturer perpetually exposed to risk because new, safer reasonable alternatives continually appear in the market.

It is critical for manufacturers, suppliers and distributors to retain appropriate advocates who can analyze and effectuate the best available legal defenses. Cipriani & Werner’s product liability attorneys are those advocates. We bring the technical and litigation skills required to successfully defend clients from significant financial and reputational damage.

We’ve successfully litigated a range of cases, including:

• Flammable fabrics claims
• Failure to warn of the danger of death caused by huffing butane
• ATV rollover
• Battery explosion
• Multiple construction equipment and machine design defects cases
• Deficient warning cases involving combustibles
• Toxic materials
• Prosthetics
• Plant safety issues
• Defective design of sporting goods, such as ski bindings, bicycles and safety equipment

Our firm stands ready to provide the critical analysis and advice necessary to appropriately and aggressively defend our clients. Please get in touch with Cipriani & Werner today if you face product liability exposure, either presently or in the future.

Our litigators possess significant experience defending railroad clients throughout the Mid-Atlantic region.

The legal landscape for legal liability associated with sports and recreational activities changed dramatically leading up to the early 1980’s.  Once protected by the long-held understanding that participants in inherently dangerous, high-risk activities were responsible for their own accidents and injuries, owners and operators of sports and recreational facilities, most notably those within the downhill ski industry, saw their industries threatened by aggressive and abundant litigation.

Cipriani & Werner’s Sports and Recreation Liability Practice Group has for decades been integral in establishing the precedents that govern the duty owed by operators of places of recreation and amusement, defending their interests and limiting their liability in litigation.  For almost 40 years, our Sports and Recreation Liability Practice Group attorneys, who are also members of the Association of Ski Defense Attorneys, have been the successful champions of every critical appellate decision made in this area of Pennsylvania law.

Cipriani & Werner established, for the first time, the applicability of the doctrine of Assumption of Risk in the context of downhill skiing, created and codified the viability of the no-duty doctrine in sports law, and reversed the judicial destruction of exculpatory release provisions—all protections that sports, recreation, and ski facilities enjoy today and must have to survive.

We help our clients navigate the risks of owning and operating these businesses, recognizing that most of these activities cannot be “made safe,” and that it cannot be up to the owners and operators to “ensure” safety under any and all circumstances.

Representative Matters:

• Smith v. Seven Springs Farm, Inc. (3rd Cir. 1983), established the application of the doctrine of the Assumption of Risk to sporting activities.
• Hughes v. Seven Springs Farm, Inc. (Pa. Supreme 2000), established the viability of the no-duty doctrine to sporting and recreational activities.  Also set forth the test for the application of the no-duty rule.
• Chepkevich v. Hidden Valley Resort L.P. (Pa. Supreme 2010), reversed a lower appellate decision eradicating settled law on the applicability of exculpatory releases and the no-duty rule.
• Kibler v. Blue Knob Recreation, Inc. (Pa. Super. 2018), maintained viability of exculpatory release provisions.
• Quan Vu v. Ski Liberty Operating Corp., 295 F. Supp. 3d 503 (M.D. Pa. 2018), aff'd, 763 Fed. Appx. 178 (3d Cir. 2019), reaffirmed that the risks of a skier-to-skier collision and a change of elevation at the trail’s edge were inherent risks of downhill skiing.

Anthony W. Hinkle, Esq. is the Chair of the Sports and Recreation Liability Practice Group and can be reached at ahinkle@c-wlaw.com or (610) 567-0700.