Uncategorized Archives - Campanella Law Office

Attention Ohio Nonprofit Corporations: Make Sure Your Statement of Continued Existence Is Up to Date

Administrator — Wed, 01 Apr 2026 11:26:23 +0000

Recently, a change to Section 1702 of the Ohio Revised Code took effect which is relevant to every nonprofit in the state. In 2024, Ohio Senate Bill No. 98 became law to crack down on fraudulent business filings. Among other things, if an organization fails to file its Statement of Continued Existence for two years, the Secretary of State can permanently cancel the organization’s corporate registration, with no path to reinstatement. Accordingly, nonprofits should ensure diligent oversight of their filings with the Ohio Secretary of State.

A Statement of Continued Existence is a filing that all Ohio nonprofit corporations must complete every five years, beginning from the date of acceptance of its initial Articles of Incorporation. Its purpose is to confirm that the organization is still actively conducting business and has not dissolved. Previously, a two-year lapse would result in the cancellation of a nonprofit charter but there was an opportunity to correct the error and seek reinstatement. Under the new Ohio rules, however, that ability to cure a lapse no longer exists. The removal of the opportunity for reinstatement means that the organization will no longer have permission to conduct business in Ohio and the only path forward would be to establish an entirely new entity.

As such, it is extremely important that Ohio nonprofits check their current filing status and establish a procedure for tracking important filing deadlines. Entities should also ensure that statutory agent information is up to date so that important notices arrive in a timely fashion. The Secretary of State will send filing reminders to a nonprofit’s designated statutory agent. Unfortunately, many nonprofits miss important deadlines due to outdated agent information.

Current filing status and statutory agent information can be found on the Ohio of Secretary of State’s website, along with a plethora of helpful information and forms to assist entities with meeting important filing deadlines.

(This blog, prepared by Campanella Law Office, is for general informational purposes only and is not intended to convey specific legal advice, nor is it intended to create or constitute an attorney-client relationship.)

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The Importance of Balanced Indemnity Clauses in Contracts

Administrator — Thu, 12 Mar 2026 16:49:15 +0000

Indemnity clauses often play a vital role in contract negotiations. Their primary purpose is to manage risk. A strong indemnity clause will clearly allocate risk among the parties to an agreement, with the goal of providing certainty and protection to both parties. All too often, however, poorly drafted, or one-sided indemnity clauses lead to significant exposure for one party and unnecessary litigation.

Contracts that contain weak or imbalanced indemnity clauses will often disproportionately shift risk onto one party, regardless of fault; seeking broad coverage for one party which includes all claims regardless of the allocation of responsibility. For example:

Party A shall indemnify and hold harmless Party B from all claims, losses, damages, liabilities, and costs arising out of the Contract, no matter how caused.

Clauses of this nature are problematic because they require one party to indemnify the other even if loss arises from the other’s direct act or negligence. The damages are also undefined and could include indirect or consequential losses. The result is an allocation of risk that was probably not anticipated by Party A and that exceeds their control and expectations.

Balanced indemnity clauses, by contrast, limit indemnification to losses arising from a party’s own breach, negligence, or willful misconduct. They clearly define recoverable losses and exclude liability for matters outside a party’s control. Balanced language promotes fairness, reduces uncertainty, and supports enforceability.

This is why careful drafting and negotiation are essential to ensure that risk is allocated proportionately and transparently. A balanced indemnity clause not only protects the parties involved but also helps preserve long-term relationships and reduces the likelihood of costly disputes.

(This blog, prepared by Campanella Law Office, is for general informational purposes only and is not intended to convey specific legal advice, nor is it intended to create or constitute an attorney-client relationship.)

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What New York’s Medical Spa Crackdown Teaches About the Importance of Hiring a Healthcare Lawyer

Administrator — Tue, 24 Feb 2026 18:07:33 +0000

Medical spa owners throughout the country should pay attention to recent enforcement actions taking place in New York. Last month, the New York Department of State reported that regulators conducted sweeping inspections of medical spas. Out of 223 facilities inspected so far, 87 received citations for violations that included the unlawful practice of medicine, improper supervision, and unsanitary conditions. The consequences were significant—fines, license suspensions, and even business closures. This is why working with an attorney on formation and compliance is critical. A business attorney (ideally one experienced in healthcare law) does not just protect you, they help you build the business correctly from the start.

Opening and operating a medical spa is one of the most legally complex small business ventures you can undertake. Unlike a traditional spa or salon, a medical spa operates at the intersection of healthcare and aesthetics – providing both medical and traditional cosmetic procedures. As such, it must be a licensed medical facility, and licensed professionals must be performing the services.

Moreover, medical spas are subject to the same heightened regulatory oversight, strict practice rules, and liability exposure as any other health care practice. Corporate practice of medicine laws may limit who can own the entity and how it must be structured. Proper entity formation must align with state ownership rules. Also, medical director and employee agreements, practice policies, HIPAA compliance, and carefully drafted patient consents and liability waivers are not optional—they are foundational safeguards.

A business lawyer helps protect your personal assets, draft enforceable contracts and policies, and position your company for growth. A health law attorney helps ensure your operations comply with medical board regulations and healthcare statutes. Together, they provide the legal infrastructure necessary to build a compliant, scalable, and defensible medical spa.

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SB50 Vetoed: What Ohio Small Businesses Need to Know

Administrator — Mon, 05 Jan 2026 14:03:59 +0000

On December 3^rd, Governor DeWine vetoed Senate Bill 50. The legislation would have permitted 14- and 15-year-olds to work until 9 p.m. on school nights – two hours later than the current law allows. In his veto message, the Governor emphasized that the decision was made in the public interest.

While some argued that the revised legislation would help businesses and provide additional opportunities to teach teens responsibility, others saw it as a dangerous weakening of Ohio’s child labor protections. Opponents cited research showing that late-night work on school nights harms academic performance, causes stress, disrupts sleep, and contributes to other mental-health challenges such as depression. Prevailing arguments also addressed concerns that teens were being inappropriately presented as a solution to Ohio’s labor shortage.

As a result of the veto, Ohio’s child labor laws will remain unchanged. Permissible working hours depend greatly on whether school is in session. Minors, ages 14-15, may not work more than 3 hours per school day or more than 18 hours per week and those hours are limited to between 7:00 a.m. and 7:00 p.m. In addition, they may not work more than 8 hours during a day when school is not in session or 40 hours per week. Those hours are also limited to 7:00 a.m. and 7:00 p.m.

If you would like to learn more about Ohio’s child labor laws and teen employment requirements, Campanella Law Office has covered the topic in a previous blog post that provides guidance to help your small business stay compliant.

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Don’t Risk It: Why Independent Fundraising Accounts Can Cost You Your Nonprofit Status

Administrator — Thu, 04 Dec 2025 01:57:48 +0000

The IRS has been concerned with the misuse of individual fundraising accounts (IFAs) for decades due to the tendency to blur the lines between permissible public and illegal private benefit. While the IRS has stopped short of an outright ban, it has also made clear that IFAs pose serious compliance risks and could lead to loss of tax-exempt status.

According to the Internal Revenue Code, a §501(c)(3) entity must be organized and operated exclusively for exempt purposes such as education or community benefit. Therefore, the organization’s activities cannot primarily benefit any private individuals or for-profit entities. This means no person (or private entity) can personally profit from the organization’s funds, including through special credits or earmarked accounts. Instead, funds must be distributed equally and solely for the benefit of the entity’s charitable purpose, regardless of individual participation or volunteer efforts.

While this principle applies broadly to all charitable organizations, it often comes into sharp focus in parent-run booster groups. These groups, which support school athletics, music programs, and other extracurricular activities, frequently raise questions about the use of IFAs to credit members who complete necessary volunteer hours while addressing an ever-growing problem with individuals who agree to complete necessary volunteer hours but then fail to do so. While crediting funds raised only to those who participate in the fundraiser (i.e., utilizing IFAs) may seem like a helpful solution, they can create more problems than they solve. The safest approach is to keep all fundraising dollars in one general account for the overall benefit of the entire organization and thinking of other created solutions to boost volunteerism. Doing so not only ensures compliance with IRS rules and regulations but also protects your organization’s integrity.

While more information is available on the IRS website, if your charitable organization is unsure about compliance or wants to review its fundraising policies, seeking the guidance of a business law attorney can help avoid costly mistakes and safeguard your organization’s tax-exempt status.

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New York’s Medical Aid in Dying Act: What Health Care Professionals Need to Know

Administrator — Wed, 19 Nov 2025 15:04:44 +0000

New York’s Medical Aid in Dying Act (A136/S138) is currently awaiting Governor Kathy Hochul’s signature. If signed, it marks a tremendous moment in the state’s approach to end-of-life care and adds New York to the growing number of states that already allow terminally ill, mentally competent adults to end their lives with the assistance of prescribed medication.

Designed for individuals facing a terminal diagnosis, with six months to live, and no remaining options for a cure, the Act seeks to provide a compassionate choice while incorporating strict safeguards to ensure dignity, autonomy, and informed consent. Among the guardrails in place is the requirement that the patient submit a witnessed request and that two healthcare professionals (in addition to the witnesses of the request) determine the individual’s mental capacity for informed consent. Thereafter, the individual may request a prescription from their healthcare provider for a medication they can self-administer to die peacefully.

In addition to the multi-step request process, the legislation also ensures that healthcare providers who deliver care or choose not to participate in the provision of medication, are legally protected from professional, civil or criminal liability for acting so long as their actions do not constitute negligence, recklessness, or intentional misconduct. Nor shall any health care provider be under any duty, by law or by contract, to participate in the provision of medication should they be unable or unwilling to do so.

Once enacted, the new law will introduce significant changes for healthcare providers in New York as far as professionals will need to navigate new responsibilities, including verifying eligibility, documenting requests, and ensuring compliance with strict procedural safeguards. Among the legal implications for New York practices will be the need to update policies and train staff related to the many complex questions that will arise. Therefore, it is important to seek legal counsel on compliance and risk management, as well as the preparation of internal policies that align with the Act’s requirements.

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Politics and Nonprofits Do Not Mix: What Every 501(c)(3) Must Know

Administrator — Mon, 03 Nov 2025 15:51:43 +0000

In today’s political climate, it is understandable that nonprofit organizations might feel compelled to align themselves with people and causes that reflect their values. After all, many do exist to promote causes that are related to social and moral values. However, charitable nonprofit entities should be careful; engaging in partisan politics is not only risky, but it is also prohibited by federal law.

The IRS clearly states that 501(c)(3) organizations must be organized and operated exclusively for one of several enumerated exempt purposes and may not participate in any political campaign activity for or against political candidates. This means charities should not contribute to political candidates, make public statements calling on people to vote for specific candidates, or use organizational assets, including property, to favor a candidate or a political party. Consequences for partisan activity include loss of tax-exempt status and possibly financial penalties.

This prohibition is rooted in the very nature of what it means to be a 501(c)(3). Charitable nonprofit entities are, at their core, organizations meant to serve the public good, providing education, relief, guidance, or other charitable services that benefit all members of society. Therefore, behaving otherwise risks alienating members of the broader community and compromising the overall mission of public service.

With that said, nonprofits may engage in nonpartisan activities related to elections such as voter education and get-out-the-vote efforts, so long as these efforts do not evidence political bias. Simply put, neutrality is the key to remaining compliant.

Need Guidance? Campanella Law Office Can Help

If your organization has questions about political activity, compliance with IRS regulations, or maintaining your 501(c)(3) status, Campanella Law Office is here to help. Our attorneys provide clear, practical legal advice tailored to the unique needs of nonprofit entities.

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The States Rule: FTC Ends Attempt to Broadly Ban Noncompete Agreements.

Administrator — Tue, 30 Sep 2025 16:22:18 +0000

Earlier this month, the Federal Trade Commission (FTC) abandoned its attempt to enforce a nationwide ban on noncompete agreements. The federal rule at issue was grounded in Section 5 of the Federal Trade Commission Act which empowers the FTC to prevent businesses from using unfair methods of competition.

Proponents believed noncompete clauses to be exploitative of the average worker and harmful to American innovation. Therefore, the FTC rule not only sought to prevent employers from entering noncompete agreements with their workers and independent contractors, but it also required employers to rescind existing noncompete clauses; informing their employees that their noncompete agreements were no longer in effect.

Dissenting voices argued that the FTC did not have the authority to promulgate legislative rules for unfair methods of competition and this argument prevailed in Texas federal court – a decision that the FTC appealed. Nevertheless, amid mounting challenges and the change in executive branch administration, the FTC has withdrawn the pending appeals and vacated the rule.

Non-compete clauses are still subject to case-by-case scrutiny under Section 5 of the FTC Act and are also subject to a complex and continually shifting landscape of state laws. Some states have already enacted outright bans on such agreements, while others have taken a more nuanced approach based on factors like employee income levels, job type, or industry. Therefore, because of the significant variation in how noncompete agreements are regulated and enforced among the states, it is essential that employers consult with qualified legal counsel before drafting or implementing noncompete clauses to ensure compliance and to protect legitimate business interests.

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Spotlight on the Federal No Surprises Act: What the Kennedy v. UnitedHealthcare Ruling Means for Out-of-Network Providers

Administrator — Wed, 06 Aug 2025 13:13:27 +0000

Recently, the U.S. District Court for the Southern District of New York ruled in favor of emergency physician Dr. William A. Kennedy III in his case against UnitedHealthcare. The case, Kennedy v. UnitedHealth Group, Inc., centered around a critical question: Does the federal No Surprises Act (NSA) prevent out-of-network providers from suing insurers over unpaid emergency medical services? The answer was “no.”

Since going into effect in January 2022, the NSA has required that insurers who cover emergency services bill plan holders no more than the median in-network rate for a particular service, even if the provider is out-of-network; ensuring that most emergency care is covered as if it were in-network without any requirement for prior authorization. Therefore, when UnitedHealthcare refused to pay for care rendered to its members, Dr. Kennedy and his group sued.

Dr. Kennedy specifically argued that he was required by federal and state law to provide emergency medical treatment which resulted in unjust enrichment when United Healthcare refused to pay. UnitedHealthcare argued that the doctor’s claims were barred from state court because the NSA, a federal law, created an “exclusive remedy” for such matters.

Ultimately, Judge Paul Engelmayer determined that while the NSA protects patients from surprise billing, it does not strip providers of their ability to bring state-level claims when insurers deny payment.

Considering this case, others like it, and ongoing regulatory updates, it is important providers and insurers stay informed and seek legal guidance when questions arise. You can find additional background information in the Campanella Law Office Blog:

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From Buyers to Sellers: What You Need to Know about Recent Changes to New Jersey’s Mansion Tax

Administrator — Wed, 09 Jul 2025 17:36:16 +0000

On June 30, 2025, New Jersey’s real estate landscape was significantly altered. With the signing of Assembly Bill No. 5804 (A5804), Governor Murphy approved several important changes to New Jersey’s well-known “Mansion Tax” which will go into effect tomorrow, July 10^th. These changes are expected to significantly affect the affordability of upper and middle-class homes and, consequently, change real estate purchase and sale strategies moving forward.

Intending to increase state revenue, the new legislation applies to residential real estate, commercial properties, certain farm properties, and cooperative units. The changes also apply to the transfer of controlling interest in an entity holding affected real estate. One of the few existing exceptions to the law continues to be 501(c)(3) tax exempt organizations.

Instead of a flat 1% tax on real property sales over $1 million, paid by the buyer, the new legislation shifts the tax burden to the seller and establishes a graduated fee based on property value as follows:

1% for sales between $1M–$2M
2% for $2M–$2.5M
2.5% for $2.5M–$3M
3% for $3M–$3.5M
3.5% for sales over $3.5M

These changes raise genuine concerns about the affordability of homes in an already tight market. Likely, sellers will raise prices to offset the cost of the new tax burden. However, for those sellers who are already under contract and do not have the option to raise the contract price, the legislation does permit a small opportunity for relief. If a contract was signed prior to July 10, 2025, and the closing occurs by November 15, 2025, sellers may apply to the director of taxation for a refund for any amount that exceeds the 1% flat tax.

If you are currently navigating a real estate deal, be sure to consult a real estate attorney to help you understand your tax exposure and review refund eligibility. Our firm is here to help protect your interests and navigate these changes.

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