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What new law governsPennsylvania entities?Effective February 21, 2017,Pennsylvania law changedsignificantly for businesscorporations, nonprofit corporations,and especially for limited liabilitycompanies, limited partnerships,limited liability LPs and generalpartnerships. The new law, Act 170,amending the PennsylvaniaAssociations Code, applies to all newentities formed on or after February21, 2017, to all entities electing to becovered by the new provisionsbetween February 21 and April 1,2017, and automatically to allexisting entities beginning on April1, 2017, regardless of when the entitywas formed.

Pursuant to Act 170, Pennsylvaniahas adopted the most current versionsof the Uniform Limited LiabilityCompany Act, the Uniform LimitedPartnership Act and the UniformPartnership Act, with somePennsylvania-specific modifications.The Act also harmonizes the law to alarge extent among all types ofbusiness forms in Pennsylvania. Thestate will now have one of the most

What should companiesdo to prevent and remedycybersecurity attacks andbreaches? Your CEO sends a highly-confidential e-mail to someone inaccounting or human resourcesasking for the W-2s for certain keyemployees. The information isprovided immediately….to the CEO.But the CEO is not the CEO butrather a third party who has hackedand taken over her e-mail account.

An employee is active on Twitter.He receives a direct message with animportant link. He opens it up. Nobig deal. Except that it includedmalware.

Cybersecurity attacks and otherbreaches can and have put businessesout of business. Sometimes theattacks are external. Other times theyare an inside job, either accidental ordeliberate.

A strong firewall is necessary but itis not sufficient. And, insurancewon’t cover every legal risk and itprovides no protection againstreputational risk. Here are but eightconsiderations for companies toconsider to prevent and remedy the

How do I earn attentionfrom potential customersin a crowded advertisinglandscape in 2017?2017 is undoubtedly bringing manyunique challenges to businesses, butthose in marketing departments areonce again fighting to capture one ofthe most elusive commodities inbusiness: consumers’ attention.

Many words have been written aboutthe ever-shrinking attention span inthe digital age; a recent study byMicrosoft revealed that it's aroundeight seconds. You could attack thisproblem by increasing youradvertising budget to earnimpressions, but there are betterways to earn attention from potentialcustomers this year than simplywriting a bigger check. Here are twoways you can tweak your marketingstrategy to earn more attentionwithout breaking the bank:

1. Become an early adopterNew marketing channels and featuresare often effective ways to reachpotential customers withoutincreasing your budget. New adformats tend to attract more attentionand have higher ROI than standard

How will recent legislativeand regulatory developmentsin Harrisburg affect thenatural gas industry?There has been a flurry of legislativeand regulatory activity in recent weeksaffecting the energy industry inPennsylvania — some of it good andsome of it bad — but all of it important.

On the positive side, news that thePennsylvania Department ofEnvironmental Protection hasapproved permit applications for theMariner East 2 pipeline was music tothe ears of project sponsor SunocoLogistics and natural gas producers,who have been struggling for yearswith getting Pennsylvania’s vastdeposits of natural gas liquids fromwestern Pennsylvania to distributionoutlets like the Marcus HookIndustrial Complex in Philadelphia forexport to local, domestic andinternational markets. This good newscomes on the heels of DEP’s reportedapproval of a water quality permit forthe PennEast pipeline that willtransport natural gas fromNortheastern Pennsylvania to NewJersey. Outside Pennsylvania’scapital, the Federal Energy Regulatory

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Joshua Cohen Benjamin Haverstick

McNees Wallace & Nurick LLC

Jonathan SegalDuane Morris Institute

Trevin Shirey WebpageFX

Chris Carusone Cohen Seglias Pallas

Greenhall and Furman PC

Recognized and respected issue experts from PA Chamber member companies answerbusinesses’ most frequently asked questions about HR, Tax, Communications andEnvironmental concerns, compliance and best practices.

Although some of the experts are attorneys, nothing in this article should be construed as legal advice or as pertaining to specific factual situations.

Finance/Tax HR Communications/Marketing

Energy/Environmental

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Commission’s approval of the Atlantic Sunrisepipeline project that will transport natural gas fromNortheastern Pennsylvania to points south, as wellas Potter Township’s approval of Shell ChemicalAppalachia’s permit to build a petrochemicalcomplex to “crack” ethane into ethylene for use inmanufacturing, are all cause for optimism, eventhough objections from environmental advocacygroups and other regulatory hurdles remain.

On the negative side, Pennsylvania Governor TomWolf has reintroduced his budget proposal toimpose a 6.5 percent severance tax on natural gasproduction. This proposal is largely driven byPennsylvania’s budget deficit, which runs north of$1 billion dollars year after year due in large part toHarrisburg’s failure to address the increased costs

of the state’s public pension system. Advocacy forthe Governor’s proposal is largely predicated on themisperception that the natural gas industry is nottaxed in Pennsylvania, even though it has paid morethan $1 billion in impact fees required by Act 13 of2012 and $2.1 billion in state and local taxes duringa period where natural gas prices have remainedlargely stagnant.

The fight against DEP’s new regulations governingthe unconventional production of natural gascontinues in Harrisburg, where the Marcellus ShaleCoalition has challenged specific components of theunconventional regulations in CommonwealthCourt and secured a preliminary injunction as tocertain aspects of the new rules. Also cause forconcern is DEP’s recent decision to race ahead ofthe U.S. Environmental Protection Agency to opena public comment period to revise its permitting

process to reduce methane emissions at natural gaswell sites and compressor stations. Both of theseregulatory moves are expected to add millions to thecost of an unconventional well at a time when theindustry can least afford it. Further compoundingthese concerns are bills pending in the GeneralAssembly that would limit the ability of producersto deduct post-production costs from the royaltiespaid to Pennsylvania leaseholders, even when thoseleaseholders have specifically agreed to suchdeductions in their leases.

Whether Pennsylvania continues to be its own worstenemy when it comes to one of its most promisingindustries remains to be seen in 2017.

� Chris Carusone is partner at Cohen Seglias PallasGreenhall and Furman PC.

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advertisements that blend in with yourcompetitors’. One example of a new andunderutilized feature is Facebook CustomAudiences, which allows you to advertise toFacebook users by email address. Whether you’remarketing directly to past customers or building acampaign to target an audience similar to yourcurrent customers, there is a lot of potential for thistype of advanced targeting.

If you really want to jump onto a new ad trendearly, another option is virtual reality advertising.According to Ericsson ConsumerLab, 64 percent ofsmartphone users have said they are interested inusing VR to see items in real size and form whenshopping online, meaning that adding these featurescould be a great way to improve user experienceand set your business apart from the rest.

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Jonathan Segal continued from page 22

Of course, along with the high potential of being anearly adopter comes high risk, and it’s unwise todump a large portion of your advertising budget intothese channels initially. Start small, measure theimpact, and then decide if you should invest moreor move onto something else.

2. Make it easier for customers to find youWhile being an early adopter can be a lot of fun,you don’t need to hire a VR team to earn potentialcustomers’ attention. Shifting your marketing focusfrom outbound channels (billboards, print ads andradio ads) to inbound marketing (SEO, PPC andsocial media) allows people to discover yourcompany on their own time. Outbound marketingfocuses on broadcasting a message to a largeaudience with the hopes that a select few will beinterested in it. Inbound marketing, on the otherhand, focuses on making your company as visibleas possible when consumers are ready to engagewith a company like yours.

For example, let’s say you’re a commercial paintingcompany. A billboard will get you in front of a lotof people, but only a small percentage of them willbe interested in hiring a vendor for commercialpainting. With an inbound marketing campaign,however, your goal is to rank highly in Googlesearch results and be visible on social media siteswhen people search for commercial paintingcompanies. This allows you to reach potentialcustomers who are already interested in yourservices, and you don’t have to worry about the ratrace of competing to earn their attention.

� Trevin Shirey is director of business development atWebpageFX.

increasingly possible — a cybersecurity attack orbreach:

1. Upgrade your defenses to minimizecybersecurity risks, such as two-factorauthentication in order to gain access to yourserver.

2. Minimize the risk of deliberate breaches byemployees, such as having IT look forproblematic patterns in computer usage.

3. Educate all employees on how they mayaccidentally cause a cybersecurity breach.For instance, explain what phishing is by way ofclear examples. Another example: remindemployee that they must make sure their lap topis secure at all times so that a child or someoneelse in the home cannot purposefully oraccidentally wreak cyber havoc.

4. Revisit your policy on background checks,recognizing that those who have access to socialsecurity numbers and PHI under HIPAA maycreate greater risk. HR often decides who issubject to background checks. What about HR?

5. Incorporate “immunity language” under theDefend Trade Secrets Act in all employeeagreements and policies on confidentiality sothat, if an employee is the culprit, you have thepotential to recover legal fees and exemplarydamages. The immunity language makes clearthat certain disclosures are not prohibited by theagreement or policy, for example, to thegovernment or in a court filing.

6. Develop a rapid response/business continuityplan in the event of an attack or breach. Thisrapid response plan can be based on plans forother emergencies, such as a weather emergency,terroristic attack and so on.

7. Create a protocol for when there is a duty toreport breaches to government officials and/or

individuals affected and who will make thenecessary notifications and who must approvethem; remember, state laws vary so employersare best to understand them before an incident.

8. Establish a relationship with a forensic dataanalysis that can be available to help investigateimmediately an actual or threatened attack orbreach; you may need to pay now for immediateavailability later.

Can you do everything to prevent an attack? No.But that is not a reason to do next to nothing.Perfect is the enemy of the good.

This Article should not be construed as legaladvice or as pertaining to specific factualcircumstances.

� Jonathan Segal is partner and managing principal atthe Duane Morris Institute.