What SMART Means to Companies In

White Collar Newsletter-Moffitt-090705.qxp 10/18/2005 10:18 AM Page 1 newsletter Staying Ahead with Saul Ewing

3rd Quarter

2005

§¤¨ © ¥ £¥ ££¤¨ ¢¡¤£¦¥ Saul Ewing Hosts Reception for U.S. Saul Ewing Hosts Reception for Representative Curt Weldon U.S. Representative Curt Weldon Page 1 U.S. Representative Curt Weldon (R-Pa), Vice Chairman of the House Armed Services and Homeland Security Committees, was the guest of honor and speaker at a Saul Ewing reception Air Force’s Fraud Alert and on May 2 in Philadelphia. The reception gave defense industry clients and friends an opportu- Defective Pricing Notice Re-Open nity to meet with Congressman Weldon and learn more about his SMART (Strengthening the Debate Over Cost or Pricing Data Mid-Atlantic Region for Tomorrow) Initiative. Page 2 The SMART initiative is Rep. Weldon's project to promote teamwork and alliances among What SMART Means to institutions that conduct business in the Mid-Atlantic region to enhance the region's ability to Companies in the Mid-Atlantic attract federal, state, and private research and development dollars. SMART's goal is to create Region business opportunities and stimulate economic growth in Delaware, Maryland, New Jersey, and Page 4 Pennsylvania by encouraging tech firms, defense industry contractors, and academic institutions to pool their resources and talents. To date, more than $410 million has been brought into How A Bond Broker’s Commision the region through this initiative. For more on the SMART Initiative, please turn to page four. Split Became A Kickback Violation Page 5 Nearly 100 guests were also treated to Rep. Weldon's unique and informed perspective on the War on Terror, challenges to homeland security, and U.S. foreign policy. The Congressman, who has always had a keen interest in foreign relations, discussed his recent visits with Muammar Gaddafi as the leader of the first Congressional delegation to Libya in 35 years. He also recounted his many trips to North Korea and Russia to explore diplomatic and cooperative solutions to threats of nuclear proliferation. Rep. Weldon provided insights on defense issues facing the United States, including questions concerning the Defense Department's ability to equip our soldiers to offer maximum protection from harm in combat. He assured the audience that hearings had been scheduled with U.S. Army and Navy leaders to address and resolve inadequacies. The Congressman attributed many of today's military prob- lems to cuts in defense spending that were made in the 1990s without sufficient con- sideration of long-term consequences of those decisions. This shortsightedness has led to current funding shortfalls where the U.S. is rapidly deploying troops, forcing Congress to cut funding for other programs. Rep. Weldon also previewed his recently released book concerning the 9-11 intelligence failure, Countdown to Terror: The Top-Secret Information that Could Prevent the Next Terrorist Attack on America... and How the CIA Has Ignored it. The book questions why our intelligence agencies failed to utilize critical existing Congressman Weldon speaks with Stephen information regarding 9-11 hijackers. Since May, the book has generated substan- Aichele of Saul Ewing LLP and Vincent Genovese of Agusta Aerospace. tial public interest. continued on page 2

Delaware Maryland New Jersey Pennsylvania Washington, DC

www.saul.com 1-800-355-7777

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from page 1 SAIC's failure to disclose the risk factors, the QRA, and the inclusion The Congressman closed his remarks with a call to action on behalf of contingent labor hours as a risk reserve allegedly resulted in inflat- of the industry to work smarter so that the defense technology the ed profits and violated TINA and the False Claims Act. nation needs can be produced faster, more efficiently, and more eco- In the second alert entitled "Defective Pricing Notice" issued on nomically. February 11, 2005, the Air Force's lawyers explained the basis for its position in the SAIC case: "The regulations implementing the Air Force’s Fraud Alert and Truth in Negotiations Act require a contractor to disclose the variance hours and all other contingencies that were included in con- Defective Pricing Notice tract proposals." The Air Force lawyers were relying on FAR Table Re-Open Debate Over Cost 15-2 - Instructions for Submitting Costs/Price Proposals When Cost

or Pricing Data or Pricing Data are Required."

8¢9;:=©@ ACB¢D=E5FGHG(@ II Most alarming, the Air Force was proclaim- Earlier this year, the United States Air Force issued a "False Claims ing that management judgements, such as a Alert" and a "Defective Pricing Notice" announcing an expansive contractor’s assessment of risk factors that view on what information qualifies as "cost or pricing data" that must could impact a labor hour estimate, consti- be disclosed in price negotiations under the Truth in Negotiations Act tute cost or pricing data that must be dis- (TINA).1 closed to the Government in negotiations. The Notices were highly unusual in two respects. First, the Air Force was pointing a finger (very publicly) at one of its top contractors in FAR Table 15-2 instructs a contractor to submit such information as the middle of qui tam suit in which the Department of Justice (DOJ) is "reasonably required to explain [its] estimating process," including: had intervened. (1) The judgmental factors applied and the mathematical or Second, and most alarming, the Air Force was proclaiming that man- other methods used in the estimate, including those used in agement judgments, such as a contractor's assessment of risk factors projecting from known data; and that could impact a labor hour estimate, constitute cost or pricing data that must be disclosed to the Government in negotiations. This view (2) The nature and amount of any contingencies included in represents a radical departure from the language of the TINA statute, the proposed price. as interpreted by the Courts and Boards, and it could lead to increased contractor exposure to defective pricing claims. If that were not bad In the SAIC case, apparently neither of these categories of informa- enough, worse is DOJ's apparent eagerness to intervene and pursue tion was disclosed prior to the date of the agreement on price fraud claims based on an expanded contractor disclosure obligation. between SAIC and the Air Force. According to the Air Force and DOJ, the non-disclosure constituted not only a deliberate TINA vio-

JLK/MON5PCQ RSR!T/U M lation, but also fraud. On April 27, 2005, without admitting liability, SAIC agreed to pay $2.5 million to settle the case. In United States ex rel Woodlee v. SAIC2, the Government alleged that

VXW U=Y7W Z0[0Y7W \0Z ]^M0Y`_aM0M0Z b?c¢Td[0Y+U§b T0Z0e SAIC violated TINA and the federal False Claims Act by failing to J!K0M

disclose to the Air Force certain hidden "risk reserve" analyses used bf=g3eih3jkM3Z3Y,b to price an environmental clean-up contract. While the case was pending, the Air Force issued the first of two "alerts," alleging that The Air Force's position in the SAIC case is very disturbing because SAIC would perform internal Quantitative Risk Analysis (QRA) to it runs counter to the definition of "cost or pricing data" in TINA consider "possible business risks that SAIC might encounter, such as and cases interpreting TINA, and relies on a FAR Table that is not internal inefficiencies, inoperable equipment, or unanticipated sched- authoritative. ule delays." This QRA factor was used to add variance labor hours in TINA requires the disclosure in price negotiations of "cost or pricing SAIC's price proposal, on top of the "labor hours that would be data," that is, all facts a prudent buyer or seller would reasonably required to complete the work." SAIC did not disclose these contin- expect to affect price negotiations significantly.4 Estimates of future gencies to the Government in negotiations. The contingencies should costs, and predictions concerning future risks that might materialize have been disclosed, according to the Air Force, because SAIC was and affect costs, are not "facts," but rather judgments. TINA specif- proposing and negotiating a fixed-priced contract covered by TINA. continued on page 3

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from page 2 the estimates contained in the proposal are inadequately explained. ically states that cost or pricing data "does not include information On the other hand, if the Air Force, or any other Government cus- that is judgmental, but does include the factual information from tomer, makes a contract award based on estimated future costs includ- which a judgment was derived."5 Similarly, FAR 2.101 states that ing a contingency, and the contingency is not disclosed, this is not "cost or pricing data are factual, not judgmental; and are verifiable. defective pricing. ASBCA case law is clear that the contractor's pro- While they do not indicate the accuracy of the prospective contrac- posal is not, in and of itself, cost or pricing data. Moreover, notwith- tor's judgment about estimated future costs or projections, they do standing FAR Table 15-2, the ASBCA has decided that the way a con- include the data forming the basis of that judgment." tractor decides to support its proposal "is a matter for the contractor The distinction between facts and judgments is illustrated by the to decide, and for the government to evaluate as part of the proposal common situation where a contractor estimates future labor costs review process, and it is not a mandate under TINA."7 When a con- based on actual historical labor costs incurred to perform similar tractor signs a TINA certificate, it represents that it has made a com- work. The historical "actuals" (including permutations such as trend plete, accurate, and current disclosure of all cost or pricing data. It analyses) are "verifiable facts" and typically must be disclosed in does not represent (1) that such cost or pricing data was actually used negotiations. On the other hand, the judgmental selection of which to prepare the proposal; (2) that all or any management judgments historical data to use to create a future cost estimate, and judgemen- used in preparing cost estimates in the proposal have been disclosed; tal adjustments made for differences in the complexity of the future or (3) that the prediction of future costs in its proposal is 100-percent work, new learning, unanticipated delays, etc. are not "verifiable accurate. facts" and need not be disclosed in negotiations.6 Disregarding these principles, the Air Force's Defective Pricing A cost estimate may be based on a mixture of facts and management Notice in the SAIC case instructs contracting officers to demand that judgment, or on pure judgment alone. TINA does not require the contractors "specifically address" each of the following in their pro- contractor's estimate to be reasonable or accurate, it only requires posals in negotiated procurements: the disclosure of all pertinent factual information so the a. Identify and provide copies of any quantitative risk analysis Government's negotiation team can perform its evaluation.

or any other written analysis of the risks involved in performing

?A@7B/?DCE;GFH;EIKJL> IMN?B/O/P 8:9/;=<¦> the work under the proposal you have submitted;

Was the "Defective Pricing Notice" issued in the SAIC case an b. Identify and provide copies of minutes, briefings, or reports announcement of new federal procurement policy? According to from meetings or panels convened to review the price proposal; the Air Force, it was. In a "Supplemental Notice" issued after the c. Identify the nature and amount of any management reserve, settlement of the SAIC case in April, the Air Force announced that risk reserve, minimum required and variance labor hours, or any its concerns regarding TINA and contractor compliance with FAR other contingency included in the proposed price; and 15.408, Table 15-2 "apply to all TINA-covered contract actions with all contractors." Further, in a meeting of the ABA Public d. Explain the effective fee calculation or similar calculation. Contract Law Section's Contract Claims & Dispute Resolution Committee in July, representatives of the Air Force said that it is Each of these categories of information is likely to include pure man- "only fair" to require contractors to disclose any material contingen- agement judgment. And while there is no harm in the government cies affecting the cost estimates in their proposals. According to this asking for such information in negotiations, a contractor who declines logic, the existence of an estimating process that adds hours to the to provide it should not be subject to the penalties available for a estimate for contingencies is itself a "verifiable fact" that must be TINA violation. Such judgmental information is clearly beyond the disclosed as cost or pricing data. mandate of TINA. Imposing TINA liability would eviscerate the fact versus judgment distinction that has been fundamental to the defini- We believe the Air Force has gotten it wrong. The TINA statute, not tion of cost or pricing data for many years. Moreover, it would specif- FAR Table 15-2, defines cost or pricing data. Granted, FAR Table 15- ically intrude upon a contractor's discretion, upheld recently by the 2 instructs contractors to describe the judgmental factors used in ASBCA, to determine what means to use to develop a cost estimate preparing cost estimates, including any included contingencies. and support it in its cost proposal. Finally, regardless of TINA, the However, a contractor's failure to abide by FAR Table 15-2 simply directive seems unfairly one-sided. We doubt the Air Force would may render its proposal non-responsive, not a violation of TINA (and respond favorably to a request to produce copies of its pre-negotiation certainly not a violation of the False Claims Act). The Government's memoranda, or "minutes, briefings, or reports from meetings or pan- recourse in such circumstances is to reject the contractor's proposal if els to convene to review [a contractor's ] price proposal." continued on page 4

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from page 3

@¢A=B;CEDF@HG DJI=K+AELEM 798;:= What SMART Means to

There is a crucial interplay between the requirements of TINA and the Companies in the Mid-Atlantic ability of the United States Department of Justice (DOJ) to pursue a Region

civil action, or even a criminal prosecution, under the federal False

NPORQTS¢U©V W?X*Y[Z[S\+]^__ Claims Act.8 Fraud can be predicated not only on an affirmative misrepresentation, that is, an outright lie, but also on a deliberate non-dis- The SMART umbrella is designed to add value by channeling region- closure where there is a duty to disclose. TINA imposes this duty to al resources into partnerships that will have a synergistic benefit to disclose on government contractors, by requiring contractors to turn two or more member states. This is accomplished by facilitating over all cost or pricing data existing at the time of the agreement on meetings, technical fairs, and symposiums, providing assistance in price. No equivalent duty exists in the realm of commercial contract- obtaining funding and maintaining a dynamic structure that can adapt ing. Because this affirmative duty exists, a deliberate failure to dis- to new opportunities. The SMART organization seeks to identify close known cost or pricing data, and the submission of a certificate emerging technologies for exploitation in the region, to expand the to the contrary can supply the basis for a False Claims Act civil action influence of the region nationally and internationally, and to attract or criminal prosecution. new business to the nation and region through its Technology Clusters. SMART works in conjunction with the SMART It is not hard to imagine the mischief that can follow from "changing Congressional Caucus to achieve these goals. the rules" and imposing TINA disclosure obligations where they have not existed in the past. That appears to be the gist of the Air Force's From its inception, SMART has worked to bring the numerous tech- "False Claims Alert" and follow-up notices in the SAIC case. The Air nical capabilities and resources located within DE, MD, NJ, and PA Force accused SAIC of using "hidden risk reserves to inflate its cost into coalescence for the economic benefit of the entire region. The proposals." Missing from the Air Force's notices was the accusation SMART concept is unique in that it aims to augment the Mid- that SAIC actually lied about what its cost proposal represented. Atlantic's superior array of technical, research and development, and Apparently, no such misrepresentation was made by SAIC. academic assets through inter-state collaboration, rather than compe- Undeterred, DOJ alleged a duty to disclose the risk reserves, enabling tition. SMART is poised to: it to allege that the SAIC proposal was false and fraudulent when it • Develop and increase cross-disciplinary collaboration failed to disclose them. The result: an incorrect interpretation of • Enhance technical education and workforce opportunities TINA resulted in an unjustified Civil False Claims Act case. • Promote existing, and seek out new Mid-Atlantic Science Let's hope the mistake is not repeated. The disclosure obligations and Technology ("S&T") organizations mandated by TINA are a product of federal procurement policy. If • Provide a collaborative model for other regions the FAR Councils decide the policy should be changed and judg- Any interested organization in the Mid-Atlantic region can join. ments should be included in the definition of cost or pricing data, so Benefits include: be it. But until that day comes, federal fraud claims should not be based on a non-existent statutory duty to disclose. • The ability to increase your visibility and professional

1 10 U.S.C. § 2306 e. seq. connections. 2 No. SA-02-CA-28-WJ (W.D. Texas). • Gain a voice on legislative and regulatory policies affecting 3 31 U.S.C. §§ 3729-3733. The civil False Claims Act allows the Government to recover treble damages and up your technical and intellectual resources, within legal and to $10,000 per invoice submitted for payment under a fraudulently priced contract. 4 10 U.S.C. § 2306a(g). ethical constraints. SMART does not lobby; it does conduct 5 10 U.S.C. § 2306a(h)(1). forums among its tech community to address issues. 6 A contractor's report that includes a mixture of fact and judgment normally must be disclosed, unless the factual • Attract some of the more then $100 billion in federal R&D portion has otherwise been disclosed in a meaningful manner. funds to our region and attract and facilitate international 7 United Technology Corp., ASBCA No. 51410, 04-1 BCA 32,556. 8 The Criminal False Claims Act is codified at 18 U.S.C. § 287; the Civil False Claims Act is codified at 31 enterprise. U.S.C. §§ 3729 - 3733. A long line of federal cases holds that each claim for payment under a fixed price contract whose price has been inflated by fraud is a separate violation. During the past eight years, SMART activities have succeeded in Mr. Moffitt is a Partner in Saul Ewing’s Litigation Department, and focuses attracting over $410M of federal R&D funding for partnerships in the his practice on complex government enforcement disputes, including civil four-state region. Through its comprehensive and expert panel of and criminal investigations, qui tam cases, government contract and sub- Tech Cluster Groups, SMART can create opportunities to partner or contract disputes, and regulatory enforcement actions. collaborate with other S&T organizations and academic institutions continued on page 5

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from page 4 How A Bond Broker’s in the region pursuing R&D funding from federal, state, and private sources. Commision Split Became In Delaware County alone, Congressman Weldon has pointed out that A Kickback Violation

the SMART Organization has helped to attract SAP in Newtown

798;:=< > ? @BA¢C§D5EF(FG? H#H Square and UPS at the Philadelphia airport. In addition, a high tech building in Chester is fully occupied with new businesses. In July, the U.S. Court of Federal Claims issued a decision that "We're bringing in new jobs to this area, and we've only scratched the illustrates how careful government contractors and subcontractors surface," Congressman Weldon states. must be to avoid liability under the Anti-Kickback Act of 1986. The court found that a surety bond broker's long-standing practice Mr. Hackett is a member of Saul Ewing’s Litigation Department focusing his of splitting its commissions to cement its relationship with a con- practice on labor and employment as well as complex commercial litigation struction management firm was a "kickback" subjecting the firm matters, including governmental compliance and enforcement. As a mem- to damages and multiple $10,000 penalties under the Act.1 ber of Saul Ewing’s White Collar/Government Enforcement Group, Mr. Hackett’s practice focuses largely on the defense industry. The contractor was Morse Diesel, which had performed General Services Administration contracts worth $290 million. The contracts required Morse to secure bonds to guarantee its perform- The SMART (Strengthening the Mid- ance and its payment to subcontractors. Morse was owned 50% Atlantic Region for Tomorrow) Caucus by AMEC Holdings, Inc., which in turn was wholly owned by Quick Facts AMEC plc, a British firm.

• Formed to enhance Pennsylvania and the Mid-Atlantic In the 1990's, AMEC plc, the parent company, had an arrange- Region's influence in Washington, D.C. by Congress- ment with a bond broker to split all its fee commissions earned man Weldon. on bonding for Morse Diesel with AMEC. In exchange for the • Sponsored by all 41 House members and eight Sena- fee commission split, AMEC gave the bond broker an exclusive tors who represent the four-state Mid-Atlantic Region arrangement for Morse Diesel bond business. The court found

of Pennsylvania, New Jersey, Delaware, and Maryland. that this arrangement violated the Anti-Kickback Act.

R,SBQ TVULWLX0TVUNMTLPZYL[]\_^L`La • Composed of regional leaders from academia, indus- I!JLKNMOLP6Q try, government agencies, and support organizations, has continued to make progress in emerging technol- Under the Act, a "kickback" includes any "money, fee, commis- ogy for the four-state region. sion, credit, gift, gratuity, thing of value, or compensation of any

• Based on groups of interested businesses and indi- kind" provided to a prime contractor, subcontractor, or any viduals who share the goal of increasing the Region's employee of either, for the purpose of "improperly obtaining or federal, state, and private Research and Development rewarding favorable treatment in connection with a prime contract funding. These groups, organized into "Technology or in connection with a subcontract relating to a prime contract." Clusters", benefit by leveraging the power of the region's technical enterprises through networking, The Act is violated by anyone who offers a kickback, accepts a collaboration, and teaming with other businesses and kickback, or includes the amount of any kickback in the contract organizations. price charged by a subcontractor to a prime contractor or higher- tier subcontractor.2 Violations entitle the government to recover • Goal of the caucus is to improve the attractiveness of a civil penalty of twice the amount of each kickback, plus the Region for the investment of federal research and $10,000 for each occurrence. Additionally, the United States development dollars, and to promote collaboration among companies, universities, non-profits, and other Attorney's Office in several districts has asserted False Claims 3 entities in the region. Act violations based on illegal kickbacks.

• To date, over $410 million has been brought into Penn- If a payment meets the definition of "kickback," the Anti- sylvania and the region through this initiative. Kickback Act applies a conclusive presumption that "the cost of such expense was included in the price of the subcontract … and ultimately borne by the United States."4 continued on page 6

White Collar Newsletter-Moffitt-090705.qxp 10/18/2005 10:18 AM Page 6

In Morse Diesel, the court found that the commission split was a kick- business accommodation, and the bond broker could be found liable back, even though it was not paid to Morse Diesel, the actual prime even if it never heard of the Anti-Kickback Act. According to the court, contractor with the government. Rather, the court held that the par- state of mind did not matter: Any financial accommodation should ent of Morse Diesel's 50-percent parent, AMEC plc, also met the have been accomplished by the bond broker reducing its commission, statutory definition of "prime contractor." Implicit in the court's deci- rather than splitting its commission with Morse Diesel's parent. By sion was the additional conclusion that the bond brokers who gave the reducing the commission, the government (and not AMEC plc) pre- commission split were "subcontractors," even though their contractu- sumably would have benefited from the financial accommodation. al relationship was with AMEC plc, not Morse Diesel. The court also Finally, the case illustrates an important point about pre-litigation due dismissed out-of-hand the argument that the payments from the bond diligence - look hard at the potential downside before you sue. The brokers to the parent company were mere "discounts, promotional government's Anti-Kickback Act allegations in Morse Diesel arose as a allowances, or rebates." Instead, the government found that the pur- counterclaim in a breach of contract lawsuit that Morse initiated after pose of the payments was to "improperly obtain or reward favorable its certified claim to GSA was denied by the GSA contracting officer. treatment," in the form of future brokerage business. Finally, the Unfortunately for Morse, the Court of Federal Claims has jurisdiction court found that Anti-Kickback Act liability could be imposed regard- over counterclaims under the Anti-Kickback Act.6 Before suing on less of whether the participants of the fee commission splitting denied claims, federal contractors would be wise to diligently review all arrangement "had knowledge of the circumstances or illegality of aspects of their contractual relationship with the government to assure their conduct."5 they are not inviting unexpected and costly counterclaims.

9":.;+<>=?:.@ ABDCFE6AG:.;*H 1 Morse Diesel Int'l v. United States, COFC. No. 99-279C (July 15, 2005). 2 41 U.S.C. §§ 52(2) & 53. The Morse Diesel case illustrates the risks of broad judicial interpreta- 3 See, e.g., United States v. General Dynamics Corp., 19 F.3d 770 (2d. Cir. 1994). Generally, the theory in tion of federal remedial statutes like the Anti-Kickback Act. Had the these cases is that an illegal kickback is included in, and inflates the price of a prime contract, resulting in the submission of false claims for payment in violation of 31 U.S.C. §§ 3729-3733. court strictly construed the Act, the commission-splitting arrangement 4 See 41 U.S.C. § 53; see also H.R. Rep. No. 99-964, at 7 (1986), reprinted in 1986 U.S.C.C.A.N. 5960, would not have met the definition of "kickback." This is because no 5964. 5 Morse Diesel, slip op. at 18 (citing United States v. Purdy, 144 F.3d 241, 245 (2d Cir.), cert. denied, 525 payment was made to Morse Diesel, the actual "prime contractor." In U.S. 1020 (1998). fact, the parent company that did receive the payment was only an indi- 6 See 41 U.S.C. § 609(a). rect, 50-percent owner of Morse Diesel. The court summarily rejected this distinction, ignoring the separate corporate form of the two entities. Mr. Moffitt is a Partner in Saul Ewing’s Litigation Department, and focuses his practice on complex government enforcement disputes, including civil The court also held that an innocent state-of-mind was no defense. and criminal investigations, qui tam cases, government contract and sub- Therefore, Morse Diesel could be found liable even if it honestly contract disputes, and regulatory enforcement actions. believed that commission-splitting was a routine, generally acceptable

Publisher: Saul Ewing LLP For more information, please contact Saul Ewing’s White Collar and Government Enforcement Practice Group: Editors: David R. Moffitt Practice Group Co-Chair Practice Group Co-Chair David L. Hackett Joseph F. O’Dea, Jr. James M. Becker 215.972.7109 215.972.1959 Contributing Authors In This Issue: [email protected] [email protected] David L. Hackett David R. Moffitt

White Collar/Government Enforcement Practice Members James M. Becker, John Bisordi, Kristen L. Calabrese, William A. Destefano, Cathleen M. Devlin, Joseph M. Fairbanks, David L. Hackett, Timothy E. Hoeffner, James A. Keller, Amy S. Kline, Kimberly M. Large, Mark C. Levy, David R. Moffitt, Joseph F. O’Dea, Jr., Nicole Pastore- Klein, Terri A. Pawelski, Linda Richenderfer, Randall T. Undercofler

This publication has been prepared by the White Collar and Government Enforcement Practice Group of Saul Ewing LLP for information purposes only. The provision and receipt of the information in this publication (a) should not be considered legal advice, (b) does not create a lawyer-client relationship, and (c) should not be acted on without seeking professional counsel who has been informed of specific facts. Please feel free to contact either David R. Moffitt, Esquire of the Philadelphia, Pennsylvania office at [email protected], or Pamela S. Goodwin, Managing Partner of the Princeton, New Jersey office at [email protected] to address your unique situation. © 2005 Saul Ewing LLP, a Delaware Limited Liability Partnership.