Why Defining “Irreparable Harm” in Your Contracts Matters

2026/04/08

When disputes arise, the fastest, and sometimes only, way to prevent lasting damage is to ask a court for an injunction. But courts do not grant injunctions lightly. A key consideration is whether you’ll suffer “irreparable harm” that money alone cannot fix. The rapid pace of the modern economy makes injunctive relief more important than ever, and sophisticated contracts increasingly define “irreparable harm” to address that need. The Pennsylvania Supreme Court recently recognized the value of defining irreparable harm in commercial contracts. Doing so may reduce uncertainty, streamline emergency motions, and make the difference between protecting your business before it’s too late. What “Irreparable Harm” Means Irreparable harm involves injuries that cannot be cured by compensation alone. Classic examples include loss of customer goodwill, disclosure of trade secrets, disruption of business relationships, and harm to regulatory standing. The common feature in these scenarios is that money cannot truly make the injured party whole, either because the loss is intangible, difficult to quantify, or ongoing. In these situations, injunctive relief – which either prohibits a party from engaging in wrongful conduct or compels curative conduct – is the solution. To obtain injunctive relief, Courts typically require the moving party to prove, among other things, that it will suffer irreparable harm absent the injunction. Without proving irreparable harm, the request for an injunction will likely fail, no matter how wrongful the other party’s conduct may be. So, as a threshold matter, you should proactively address irreparable harm in your commercial contracts before a breach occurs. Examples of Why Contractually Defining Irreparable Harm Matters The importance of defining irreparable harm in your commercial contracts is not theoretical or academic. From a practical perspective: It shapes remedies in real time. If another party threatens to violate non‑solicitation, exclusivity, or confidentiality obligations, a clear irreparable harm clause can help you get into court quickly and persuade the judge that immediate relief is appropriate. Read More

Minority Freeze-Outs in Pennsylvania: What Counts as Oppression, and What Can You Do About It?

2026/03/25

A recurring series exploring shareholder disputes, partnership conflicts, membership fights, and business breakups in the Keystone State. Follow the series here. In closely held businesses, the dynamics between owners can change quickly, especially when majority owners take action to marginalize minority owners—a scenario called a “freeze-out.” Pennsylvania law protects minority owners who face this minority oppression. Recognizing the signs of minority oppression and understanding the remedies to address it are critical to protecting your ownership rights and the integrity of your company. What Is a Freeze-Out? A freeze-out, or sometimes called a squeeze-out, is any effort by those controlling the company to freeze or squeeze a minority owner out of meaningful participation in, or economic benefit from, the company. Minority oppression is not always abrupt or obvious. It often unfolds subtly and slowly through a series of steps that, in the aggregate, deprive minority owners of their rights, interests, and voice. What Counts as Oppression? Under Pennsylvania law, minority oppression occurs when the challenged conduct undermines the minority owner’s reasonable expectations. In practical terms, red flags include: Excluding the minority owner from management or information. Restricting a minority owner’s access to board or member meetings, company financials, or other key documents and communications can be oppressive if the restriction prevents the minority owner from monitoring their investment. Cutting off compensation and distributions. In many closely held companies, owners expect a return on their investments through salaries, bonuses, or distributions. Unjustly slashing a minority owner’s pay, or suspending distributions while majority owners continue to benefit, is a common freeze-out tactic. Dilution or forced capital calls. Issuing new equity on favorable terms to other owners, announcing capital calls designed to dilute the minority owner, or changing voting rules to neutralize the minority owner’s vote can be oppressive if used to diminish financial or voting power. Read More

DOL Proposes Return to Economic Reality Test in Employee vs. Independent Contractor Analysis

2026/03/24

On February 26, 2026, the Department of Labor (DOL) announced a proposed rule, “Employee or Independent Contractor Status Under the Fair Labor Standards Act, Family and Medical Leave Act, and Migrant and Seasonal Agricultural Worker Protection Act” (see here). The proposal would replace the 2024 analysis for determining whether a worker is an employee or an independent contractor under the Fair Labor Standards Act (FLSA). Specifically, the proposed rule would return the analysis to a focused “economic reality” test looking at a worker’s economic dependency on a company, rejecting the 2024 “totality of the circumstances analysis.” The 2024 approach identified six factors to be weighed in determining a worker’s status but did not identify any core factors or assign any weight to the factors. Under the 2024 rule, no one factor was dispositive nor were the six factors exhaustive. The DOL’s proposed rule identifies two core factors as the most probative for determining whether a worker is an economically dependent employee: (1) the nature and degree of control and (2) the worker’s opportunity for profit or loss. Greater worker control over key aspects of performance, such as setting schedules, selecting projects, or working for others, tends to support independent contractor status. Likewise, when a worker can realize profits or suffer losses based on initiative or by managing investments to further the work, those factors point toward independent contractor classification. Under the economic reality test, if both core factors point to the same classification of a worker, there is a substantial likelihood that the classification is accurate. The economic reality test also identifies three other factors: (1) whether the work requires specialized skill, (2) the degree of permanence of the working relationship, and (3) whether the work is part of an integrated unit of production rather than merely “integral” to the business. Read More

Pennsylvania LLC Disputes: Who Has Standing to Sue?

2026/03/12

A recurring series exploring shareholder disputes, partnership conflicts, membership fights, and business breakups in the Keystone State. Follow the series here. As a member of a Pennsylvania Limited Liability Company (“LLC”), you may encounter disputes over company management, conflicts with outside vendors, disagreements among members, or concerns about LLC assets. In these situations, understanding who has legal “standing” to bring a lawsuit is critical for protecting your interests and resolving disputes effectively. Standing is the gateway to the courthouse in any Pennsylvania business dispute. It asks: who is the proper party to bring the case? As an LLC member, you’ll specifically have to ask: Should I pursue an action directly, should the LLC pursue an action directly, or should I pursue an action derivatively on behalf of the LLC if the LLC does not act directly? Getting this right is essential to protecting your membership rights and your company’s interests, because getting it wrong can defeat your case before it begins. In the same way that a corporation’s shareholders are legally distinct from the corporation, an LLC’s members are legally distinct from the LLC. The Pennsylvania Superior Court recently reiterated this distinction by dismissing a case filed by an LLC’s sole member to recover for harm suffered by the LLC itself. In Woytovich v. Jesse Storm Team LLC, 2025 WL 2631587 (Pa. Super. Ct. Sept. 12, 2025), the LLC’s sole member, Jennifer Woytovich, brought claims against a defendant she alleged caused financial harm to the LLC. But the trial court dismissed her case for lack of standing, concluding that the claims belonged to the LLC itself, not Ms. Woytovich. The claims had to be brought either by the LLC directly or by its member derivatively. On appeal, the Superior Court agreed, holding that Ms. Woytovich lacked standing, and her failure to pursue the case derivatively justified the case’s dismissal. Read More

Flexible Leave Act: What Proposed FMLA Changes Could Mean for Employers

2026/03/02

On February 11, 2026, Congresswoman Sarah McBride (DE-At-Large) and Congresswoman Anna Paulina Luna (FL-14) introduced bipartisan legislation, the Flexible Leave Act (H.R. 7505), proposing notable updates to the Family and Medical Leave Act (29 U.S.C. 2612 (b)) (“FMLA”). Aimed at making job-protected leave more accessible for today’s workforce, the Flexible Leave Act would remove (1) employer consent for intermittent leave and (2) medical certification requirements. In its current form, the FMLA requires that employees secure employer approval for intermittent leave for planned treatments or to manage conditions. Under the Flexible Leave Act, intermittent leave can be taken as needed, without employer consent. The proposal further seeks to remove the requirement to furnish medical certifications to substantiate serious health conditions or family-care needs. Employees taking qualifying FMLA leave would continue to receive job restoration to the same or an equivalent position at the end of leave. The FMLA’s basic framework of up to 12 workweeks of unpaid, job-protected leave in a 12‑month period would remain unless otherwise modified in the final bill. In practice, employers stand to be impacted by the Flexible Leave Act’s proposed changes. By allowing leave to be taken intermittently without employer consent, employees may avoid taking extended periods of leave, which can negatively disrupt their work and the operations of their employers. It could also create uncertainty in staffing for employers, as employees could take intermittent leave at will. The removal of certain certification requirements may ease the administrative burden on employees and employers alike, leading to a more streamlined process for taking leave under the FMLA with fewer complications. However, by removing the medical certification requirement, the proposed legislation could spark absence abuse as leave, as a practical matter could be taken for any reason. The Flexible Leave Act is a proposal; its final language, timelines, and any implemented regulations may evolve during the legislative process. Read More

Best Practices For Conducting Witness Interviews In Internal Investigations

2026/02/06

Internal investigations are critical to protecting organizations from legal, regulatory, and reputational risk. They help determine whether a violation of law, regulation, or policy has occurred, and they inform decisions about remediation, discipline, and control enhancements. Among the various tools available to investigative teams, witness interviews are often the most impactful in establishing the facts. Yet many in-house counsel and compliance professionals receive little training on how to conduct them effectively. Poorly executed interviews can compromise fact-finding, undermine credibility, and squander opportunities to mitigate risk. This article outlines practical, field-tested best practices for conducting effective witness interviews in internal investigations. Recognize that all witnesses are not alike Every witness brings a unique combination of role, perspective, knowledge, and emotion. A one-size-fits-all approach will fail. Before the interview, invest time to understand the witness’s position, reporting lines, tenure, and involvement with the issues at hand. Review the organizational chart, recent performance changes, and any publicly available information, such as a LinkedIn profile. Consider how the witness’s function and incentives may shape their understanding of events. Tailor your approach to the witness, adjust your pace, tone, question framing, and level of detail to meet them where they are. The goal is to elicit accurate, complete information, and that requires adapting your style to the person in front of you. Choose a time and place that prioritizes comfort and discretion Logistics can materially influence candor. Schedule the interview at a time and in a location that reduces anxiety and interruption for the witness. Avoid clustering interviews back-to-back in the same room, which can telegraph the existence and scope of the investigation and deter openness. Select a quiet, neutral, and private setting; virtual interviews should be conducted on secure platforms with camera use to facilitate rapport and nonverbal assessment. Be mindful of who sees the witness enter or leave the interview space, and, where possible, stagger timing to preserve confidentiality and reduce speculation. Read More

Pietragallo Adds Two New Associates to Pittsburgh and Philadelphia Offices

2026/02/02

Pietragallo Gordon Alfano Bosick & Raspanti, LLP is pleased to announce the addition of two new associates to the firm’s Pittsburgh and Philadelphia Offices, Hannah M. Franke and Michael T. Sweeney. These talented attorneys bring valuable experience and insight that build upon our firm’s strengths and contribute to our continued growth. Meet the two new associates here: Hannah M. Franke has joined Pietragallo as an associate in our Employment & Labor Practice Group in the firm’s Philadelphia Office. Hannah’s practice concentrates on advising and representing employers in a broad range of labor and employment matters, including defending against employment discrimination, harassment, and retaliation claims under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act (ADA), the Family and Medical Leave Act (FMLA), and their state-law counterparts. She previously practiced at a regional law firm and served as an Assistant Prosecutor with the Camden County Prosecutor’s Office. She also clerked for the Honorable Faustino J. Fernandez-Vina (Ret.), Associate Justice of the Supreme Court of New Jersey. She earned her J.D. from Rutgers University School of Law and her B.A., cum laude, from Rutgers University. Michael T. Sweeney has joined Pietragallo as an associate in our Commercial Litigation and Estate & Trust Litigation; Estate Planning and Administration Practice Groups in the firm’s Pittsburgh Office. Mike’s practice concentrates on commercial litigation, including business disputes, professional liability matters, and complex contractual claims. He previously practiced at a national law firm where he focused on civil litigation with an emphasis on medical malpractice defense. He earned his J.D., cum laude, from the Thomas R. Kline School of Law of Duquesne University and his B.A. from State University of New York (SUNY).   About Pietragallo Pietragallo Gordon Alfano Bosick & Raspanti, LLP is a multi-disciplined business and commercial litigation firm headquartered in Pittsburgh with five offices throughout Pennsylvania, New Jersey, and West Virginia from which we serve our clients in all 50 states and the District of Columbia. Read More

What is an Adverse Employment Action, Anyway?

2026/01/28

Employment discrimination lawsuits are almost invariably triggered by an “adverse action.” The standard burden-shifting framework for a plaintiff to prove her prima facie Title VII discrimination case reads: A plaintiff must present sufficient evidence that she was: 1) a member of a protected class; 2) qualified for the position; 3) suffered an adverse employment action; and 4) under circumstances giving rise to an inference of discrimination. See Jones v. School District of Philadelphia, 198 F.3d 403 at 410-411 (3d Cir., 1999); Boykins v. Lucent Tech., Inc., 78 F.Supp.2d 402, 409 (E.D.Pa.2000); see also In re Carnegie Ctr. Assocs., 129 F.3d at 294-295 (citations omitted). Most often, an adverse employment action in the employment discrimination context is a termination. However, there are other types of adverse employment actions, which can help a plaintiff satisfy her prima facie burden. For example, if a plaintiff was demoted, passed over for a position, and/or suspended without pay, there may be an actionable case. Sherrod v. Philadelphia Gas Works, 57 Fed.Appx. 68, 73 (3d Cir.2003), quoting Burlington Industries, Inc. v. Ellerth, 524 U.S. 742, 761, 118 S.Ct. 2257, 2268, 141 L.Ed.2d 633 (1998). Not every negative incident, even if inflicted upon an employee who has complained of discrimination or is a member of a protected class, constitutes an adverse action. “Though a boss may be nasty, nastiness alone does not violate the law.” Brickhouse v. Philadelphia Sch. Dist., No. 24-1749, 2025 WL 1577567 (3d Cir. June 4, 2025). Here are some examples which courts have determined did not rise to the level of an adverse employment action: Being yelled at by a supervisor; Receiving work related criticism; Enduring intense scrutiny, including of one’s work product; Receiving condescending comments from a supervisor; Having one’s office moved down the hallway; Being denied selective training; Working in an unheated room; Being ignored by one’s colleagues; A supervisor staring at you; A supervisor scowling at you; A supervisor ignoring you; and Being ignored by colleagues. Read More

When ‘I Quit’ Isn’t Enough: CFAA Authorization After Employee Resignation

2025/12/19

Here is yet another reason why employers should have written policies, including with respect to employees who separate from employment, whether through resignation or termination. In a case of first impression under the Computer Fraud and Abuse Act ( “CFAA”), the Third Circuit vacated a CFAA conviction and held that an employee’s resignation alone does not automatically terminate the employer’s authorization to access company computer systems under the CFAA, absent a prior agreement or affirmative act by the employer rescinding that authorization. United States v. Eddings (2025 WL 3523079). After the working relationship deteriorated between  the Prostate Cancer Foundation (“PCF”) and a short-term employee with authorized access to a board member’s email account, the employee sent an email declining to continue the work and sought payment. PCF stopped communicating with her but did not disable her access to the email account for several weeks. During that  period, the employee accessed emails and internal documents and shared them with a friend.  They later threatened to release the documents unless payment demands were met. Both were charged and convicted under the CFAA for intentionally accessing a protected computer “without authorization.”  The  employee and her friend were convicted and  the latter appealed. At trial, the Government argued that the employee’s resignation itself terminated authorization, rendering all post-resignation access criminal. The Third Circuit disagreed, holding that “authorization” depends on the employer’s actions, not the employee’s unilateral conduct. Once an employer grants access, authorization continues unless and until the employer affirmatively rescinds it, such as by disabling credentials, issuing a revocation notice, or acting pursuant to a contractual or policy-based limitation. The Court emphasized that resignation is the act of the employee, not the employer, and therefore cannot by itself revoke previously granted authorization. The Third Circuit expressly limited its holding to a resignation, noting that it has not decided whether authorization is revoked when an employee is fired, since termination is an affirmative act by the employer. Read More

Pietragallo recognized in the 2026 edition of Best Law Firms®

2025/11/06

Pietragallo Gordon Alfano Bosick & Raspanti, LLP has been recognized in the 2026 edition of Best Law Firms®, receiving National rankings in Tier 2 and 3, as well as Regional rankings in Tiers 1, 2, and 3. Under the Regional Tier 1 ranking, Pietragallo was recognized for 18 practice areas in Pittsburgh and Philadelphia, including: Commercial Litigation (PGH & PHL) Corporate Compliance Law (PHL) Criminal Defense: White-Collar (PGH & PHL) Employment Law – Individuals (PHL) Employment Law – Management (PHL) Family Law (PGH) Health Care Law (PHL) Insurance Law (PGH) Litigation- Insurance (PGH) Litigation – Labor and Employment (PHL) Litigation – Trusts and Estates (PGH) Mass Tort Litigation / Class Actions – Plaintiffs (PGH) Personal Injury Litigation – Defendants (PGH) Product Liability Litigation – Defendants (PGH) Trusts and Estates (PGH) Workers’ Compensation Law – Employers (PGH) Pietragallo received six Tier 2 and Tier 3 Regional rankings: Tier 2 Regional in Pittsburgh and Philadelphia for the  practice areas of Bet-the-Company Litigation, Construction Law, and Litigation – Real Estate. Tier 3 Regional in Pittsburgh for the practice areas of Bankruptcy and Creditor Debtor Rights/Insolvency and Reorganization Law, Corporate Law, and Litigation – Construction. Pietragallo has been named as a Tier 2 National firm for Commercial Litigation and Litigation – Labor & Employment and a Tier 3 National firm for our work in Health Care Law. Best Law Firms rankings are based on a rigorous evaluation process that includes the collection of client and lawyer evaluations, peer review from leading attorneys in their field, and review of additional information provided by law firms as part of the formal submission process. Clients were asked to provide feedback on firm practice groups, addressing: expertise, responsiveness, understanding of a business and its needs, cost-effectiveness, civility, and whether they would refer another client to the firm. Lawyers also voted on expertise, responsiveness, integrity, cost-effectiveness, whether they would refer a matter to a firm, and if they consider a firm a worthy competitor. Read More