Rock-Scissors-Paper Won’t Cut It: Effective Mechanisms for Resolving Deadlocks Between Business Owners

By Lawrence H. Shapiro

In sports, no one likes games to end in a tie. They are anti-climactic and disappointing. But in business, ties can have much more significant consequences. When equal shareholders in a closely held corporation, partners in a partnership, or members of a limited liability company find themselves tied – deadlocked – when making significant business decisions, it can put both the ongoing viability of the enterprise and the relationships behind the business in existential peril. And in any company where voting power or equity interests are equally divided, deadlock is always possible, if not a probability.

Management and ownership deadlocks can quickly devolve from disagreements among friends to irreconcilable differences between two soon-to-be-former business partners. Often, such disputes wind up in a courtroom where the fate of the owners and the business they bult together is left in the hands of a judge. Sometimes, litigation is necessary to protect the rights of an owner or preserve the business and its assets. In such circumstances, it is imperative that each owner retain their own experienced business litigation attorney to advise them and work to obtain a favorable outcome that, ideally, protects the business and the owner’s interests.

But litigation between deadlocked business owners can also be costly, disruptive, and lead to results that neither side wants, such as judicial dissolution and liquidation of the business.  Given the foreseeability of deadlock – and the probable negative consequences of an extended stalemate among owners – it is critical that business owners have an effective mechanism in place to resolve these disputes when they arise.

For this reason, deadlock provisions should be included in a business’s foundational documents, such as an operating agreement, partnership agreement, or corporate bylaws. Even if the original versions of such documents do not contain deadlock provisions, amendments can be crafted to address a logjam should it arise. Resolving deadlocks that threaten the future of a business should not be left up to dumb luck.   In fact, coming to an agreement on how to resolve a disagreement is easier while the business owners are getting along than having a court decide after the relationship falls apart.

If you have questions about ownership deadlocks or would like assistance establishing a deadlock resolution for your business, please contact one of the business law attorneys at Ansell, Grimm & Aaron.

Ansell Law’s Land Use Department Co-Chair, Rick Brodsky, Secures Zoning Site Approval for Cannabis Retailer in Monmouth County

Establishing a retail cannabis facility in New Jersey is a long and complicated process. Although adult recreational cannabis use is now legal in New Jersey, local municipalities have their own regulations limiting or prohibiting recreational-use retailers. Before opening a retail location, recreational cannabis retailers must first successfully navigate through a complex and rigorous licensing process with the State of New Jersey.

After obtaining a license from the state, retailers are then faced with the arduous task of working through the maze of local regulations and zoning rules to secure approvals for a suitable location for their store.

Rick Brodsky’s client, Canopy Crossroad, received their “Micro” license from the state, which license classification requires, among other things, that ownership of the cannabis retailer consists of local residents. After clearing that first hurdle, Canopy Crossroad needed to find and secure a location for its store and then undertake the challenging local municipal zoning approval process. They decided on Red Bank, a town that had agreed to opt-in to New Jersey’s law allowing the sale of cannabis. But before opening their dispensary, Canopy Crossroad needed approval from the Borough’s Planning Board.

Rick Brodsky and Canopy Crossroad appeared before the Red Bank planning board on Monday, May 1st, and Monday, May 16th, for hearings on their application for site plan approval to open their retail outlet. After a heated debate among Brodsky, representatives of Canopy Crossroad, the Red Bank Planning Board, and opponents to opening a cannabis retailer in Red Bank, the Planning Board approved Canopy Crossroad’s conditional use site plan application on an 8-1 Board vote.

“Red Bank opted in, and cannabis is legal in the state,” said Brodsky. “By opting in, the town was required to specify districts where cannabis can be sold as a permitted use. The Red Bank Planning Board correctly interpreted the law, and we are delighted that they approved our site plan.”

This win makes Canopy Crossroad only the second cannabis retailer to win approval from the Red Bank planning board, and only two retail locations are currently open for business in all of Monmouth County.

Brian Ansell on The Jon Schultz Podcast: The Myth of Overnight Success

Brian Ansell: See the big picture on both sides and find the common ground

Growing up in a family of attorneys that debated over the dinner table, Brian Ansell became accustomed to speaking up to be heard. His interest in law stemmed from a desire to help others and the realization that he had witnessed this firsthand through his family, particularly his father and uncles, as well as other attorneys in his family’s social circle.

As a child, he had a shy personality, but as he grew older, he challenged himself to overcome his apprehension about being in public and commanding a room. With hard work and perseverance, he graduated law school and became president of the Monmouth County Bar Association, a position held by his father and grandfather as well, all while working and eventually taking over the firm his grandfather founded in 1929.

Preserving the legacy of a multi-generational family firm has its peaks and valleys; Join me as we hear Brian Ansell’s take on his path to succession and the difficulties and triumphs that come with managing a family company and maintaining a healthy work-life balance.

Roy Hibberd Sets Up Innovative Fitness Center Founder for Franchising Success

Ask personal trainer and fitness center owner Anthony Kapasakis to develop a training and fitness program for you, and he will enthusiastically put together an intense and personally tailored plan perfectly suited to your experience and goals. But if you’d asked Anthony in 2021 for his plan to grow and expand his group of four innovative and increasingly popular New Jersey fitness centers, he would have been far less pumped. 

“I had a general idea of what I wanted in terms of growth – empowering my managers to ultimately take over and own their locations, building strong ties with the communities we operated in, developing a strong brand, and keeping a consistent company culture and member experience,” said Anthony, founder and owner of SETS Hybrid Training. “But I didn’t have any real sense of how to accomplish those things. That all changed when I met Roy.”

Both as a lawyer, a corporate executive, and a franchise area development owner himself, Ansell Grimm & Aaron’s Roy Hibberd has played instrumental roles in the success of countless businesses in a wide range of industries, developing franchising and other strategic growth plans for billion-dollar companies and start-ups alike. He fondly remembers his first meeting with Anthony and how impressed he was with Anthony’s vision and passion for his work, his fitness centers, his employees, and his members.

A “Graduate Degree Program in Franchising”

“Anthony clearly knew the fitness business inside and out, but it was his infectious enthusiasm and genuine interest in seeing his managers and employees grow and succeed as much as his business that made me excited to work with him,” Roy said. 

Anthony, who at the time owned and operated SETS gyms in Freehold, Hamilton, Jackson, and Old Bridge, New Jersey, had a very high-level understanding of franchising but was seeking to work with an attorney who could address both the business and legal issues involved. After discussing his goals with Roy, Anthony was convinced that franchising was the best way to realize his dreams for his business and that Roy was the right person to make that happen given Roy’s significant franchise expertise and experience.

“I knew next to nothing about franchising,” Anthony recalls. “Roy understood that while I was an entrepreneur, I certainly wasn’t a lawyer, and he didn’t talk to me like one. He walked me through every aspect of how things would work, what to expect, and what we needed to do and change to create a SETS franchise system. Then we got to work.”

A Better Business Owner and Stronger Company

Anthony remembers that the process of getting his company in position for expansion, in particular the development of the SETS Franchise Disclosure Document (FDD), transformed and improved the way he saw and ran his business. Working with Roy in formalizing policies and procedures, building out a business and growth plan, defining KPIs and revenue targets, and all the other elements needed for the FDD and SETS franchise system made SETS more efficient and agile and helped Anthony transform his conceptual goals into concrete, achievable plans.

“Even if we never launched our franchising plans, just the exercise of putting them together and working closely with Roy throughout the process made me a better business owner and made SETS a stronger company,” Anthony said.

Of course, those franchising plans came to fruition. In January 2023, SETS’ Old Bridge location became its first franchise, with its long-time manager becoming its first franchisee. The second franchised location in Barnegat, New Jersey, came online in March 2023. SETS is now expanding beyond the Garden State, with a new franchise soon to open in Murfreesboro, Tennessee, and plans for a location in South Carolina.

Anthony says that Roy’s business advice and legal counsel was invaluable to SETS’ success and that working with him was both enlightening and enjoyable.

“I knew I could call Roy anytime with a question or concern, and he would have my back. I continue to look to him for advice and feel like I have a true partner on this journey,” Anthony said.

Joshua S. Bauchner Named a NJ Cannabis Insider 2023 Award Finalist

Ansell Grimm & Aaron is pleased to announce that Joshua S. Bauchner is a finalist for the NJ Cannabis Insider 2023 Awards! He has been nominated in the Excellence in Cannabis Law: Employment Lawyer category.

Voting is now open and can be done once per day through May 8, 2023. Please join us in supporting Josh by submitting as many votes as possible for him. Click here to cast your vote.

As head of the Controlled Substances and Regulatory Law Practice Group, Josh co-hosted on behalf of the Firm the first-ever Cannabis Symposium in New Jersey which drew nearly a thousand people (two other Symposia followed). He is co-chair of the New Jersey State Bar Association Cannabis Law Committee, a member of the NORML Legal Committee and Amicus Committee, has spoken at the Cannabis World Congress and Business Expo at the Jacob Javits Center, and has presented CLE’s on cannabis at the NY and NJ State Bar Associations, among other fora across the country. He also was honored with the New Jersey Law Journal’s Innovator of the Year Award for his work in the cannabis space and also publishes regularly on the topic.

The attorneys in the group understand the complex laws related to the production, sale, use, regulation, and legalization of controlled substances, including hemp, cannabis, and psychedelics. A multifaceted area of the law with conflicting regulations from different governing bodies, we help our clients navigate all aspects of this emerging field. 

Rick Brodsky Represents Seller in $8.4M Monmouth County Parks System Acquisition

The Monmouth County Parks System just got a beautiful new view of the Navesink River, thanks to the help of Ansell Grimm & Aaron’s Rick Brodsky.

Stretched along the bank of the Navesink River is a largely undeveloped 17-acre waterfront estate, save for the existing residence and a pier extending into the river. The property has been privately owned for years, but the owners considered selling the prime land should the right buyer come along. While compensation for their property was important, the planned future use of the property when sold was equally crucial to the owners. They wanted to ensure the property’s legacy by maintaining its natural state while opening it for the public to enjoy. The owners turned to Rick Brodsky to help make their dreams come true.

Brodsky, who practices commercial and residential real estate law, began working with the owners several years ago to find a buyer to meet all their goals. As luck would have it, the county of Monmouth approached the sellers to begin discussing its possible purchase of the land. Rick started working closely with the owners, Monmouth County, and the Monmouth Conservation Foundation to ensure a smooth and beneficial transaction for all parties.

“This was a complex deal that has been years in the making,” Brodsky said. “But in the end, we reached an agreement that satisfied all parties involved.”

The 17-acre waterfront estate is on the Navesink River in Locust, New Jersey. The property is adjacent to Historic Hartland Place and will connect to Hartshorne Woods, an 800-acre peninsula park, giving park visitors access to the river. Under the terms of the sales agreement, the land use will be restricted to park use and be open to the public.

“I am proud to be able to play a role in the creation of this new park,” Brodsky said. “I am always hesitant to say a deal is a win-win, but in this case, I think it truly is. It’s great for the sellers, the county parks, and the public.”

Ansell Grimm & Aaron Congratulates Clients for Securing Cannabis Licenses

Ansell Grimm & Aaron, PC is pleased to congratulate its latest clients to secure annual cannabis licenses from the Cannabis Regulatory Commission. The Social Leaf, LLC was awarded an Annual Class Five Retailer License, and CSDE Manufacturing, LLC was awarded an Annual Class One Cultivator License. The Commission issues licenses for medicinal and recreational cannabis business operations in New Jersey. We proudly support these developing businesses.

Our Controlled Substances and Regulatory Practice attorneys understand the complex laws related to the production, sale, use, regulation, and legalization of controlled substances, including hemp, cannabis, and psychedelics. A multifaceted area of the law with conflicting regulations from different governing bodies, we help our clients navigate all aspects of this emerging field. We are committed to helping our clients understand their rights and opportunities in this evolving area of law.

9th Circuit to Decide Whether the Federal Government Can Continue to Deprive End-of-Life Patients of Psilocybin’s Palliative Benefits

By Joshua S. Bauchner and Rahool Patel

Much ink has been spilled over the past decade about the absurdity of the federal government’s insistence on maintaining marijuana’s listing as a Schedule I drug with “no accepted medical use” under the Controlled Substances Act (CSA) despite ample evidence of and consensus about marijuana’s therapeutic and medical benefits. A similarly illogical and unjust prohibition against the therapeutic use of another drug – psilocybin – is the subject of a current challenge before the United States Court of Appeals for the 9th Circuit. The outcome of this pending litigation will determine whether the Drug Enforcement Administration (DEA) can continue to deprive countless palliative care and end-of-life patients of a therapy that can help them with unrelieved anxiety and depression in their remaining days.

The case, which has taken a long and winding path back to the appellate court, has attracted the interest and involvement of scores of clinicians, patient rights groups, and drug reform advocates. These parties have submitted amicus briefs to support the rescheduling of psilocybin so that dying patients can avail themselves of the relief the drug may provide. Among those groups is the National Organization for the Reform of Marijuana Laws (“NORML”), whose amicus brief was prepared and filed pro bono by Ansell Grimm & Aaron attorneys Joshua S. Bauchner and Rahool Patel.

“A Law Enforcement Agency Lacking Scientific and Medical Expertise Dictating the Outcomes of Drug Scheduling”

The efforts to reschedule psilocybin and the litigation that followed were commenced by Seattle-based physician Dr. Sunil Aggarwal, who asked the DEA to approve the use of the drug for his palliative care patients under the 2018 federal Right to Try (RTT) Act. That law allows certain patients access to investigational drugs outside of clinical trials.

Despite the fact that the Food and Drug Administration (FDA) had twice designated psilocybin as a “breakthrough therapy,” thus making it potentially eligible for use under the RTT, the DEA refused Aggarwal’s request. Aggarwal then asked the 9th Circuit in 2021 to order the DEA to allow him to treat his patients with psilocybin, arguing that the RTT superseded the CSA’s ban on the use of the drug. However, the court dismissed the petition on procedural grounds, as the DEA had not yet issued a final agency decision that would allow for judicial review.

After the dismissal, Aggarwal continued his fight but changed his approach. Instead of challenging the DEA’s decision under the RTT, he affirmatively petitioned the DEA in February 2022 to reschedule psilocybin as a Schedule II drug, which would allow for its therapeutic use.

The DEA was equally unmoved by this effort and summarily rejected Aggarwal’s petition in September 2022, asserting there was no scientific evidence that would justify rescheduling. The pending litigation ensued, in which Aggarwal is asking the 9th Circuit to vacate the DEA’s denial and remand the petition back to the agency on the grounds that the DEA did not follow the required procedure when denying the petition.

Specifically, Aggarwal asserts that the DEA violated the law by failing to consult the FDA to assess psilocybin’s potential uses. As noted, the FDA had previously designated it as “breakthrough therapy,” facilitating research into its potential medical applications. As Aggarwal asserts in his initial brief, “DEA disregarded procedures Congress established to cabin the agency’s authority and to prevent precisely what has happened here: a law enforcement agency lacking scientific and medical expertise dictating the outcomes of drug scheduling.”

The firm is proud to stand with Dr. Aggarwal and his efforts to make a promising and game-changing treatment available to ease the pain of patients nearing the end of their lives and others who may benefit from such therapies. The federal government’s imperviousness to scientific and medical evidence that does not align with their obsolete treatment of potentially beneficial drugs unjustly interferes with the doctor-patient relationship and deprives patients of much-needed relief.







Ansell Files Amicus Curiae Brief In Support Of De-Scheduling Psilocybin

Ansell Grimm & Aaron, PC once again proudly joins the National Organization for the Reform of Marijuana Laws (“NORML”) in securing access for patients, especially veterans, to the scientifically established medicinal benefits of psilocybin. Americans waited a half-century before gaining access to medicinal cannabis while the federal government continues to pursue a racist agenda in the face of legalization in nearly 40 states. History must not repeat itself. The federal government must stop interfering in the doctor-patient relationship.

In furtherance of this objective, Firm attorneys Joshua S. Bauchner, head of the Controlled Substances and Regulatory Law Practice Group, and Rahool Patel served as the principal authors of a pro-bono amicus curiae brief on behalf of NORML in support of Petitioners in Dr. Sunil Aggarwal, MD, PhD; Advanced Integrative Medical Science Institute, PLLC v. U.S. Drug Enforcement Administration; Anne Milgram in Her Official Capacity as Administrator of the U.S. Drug Enforcement Administration; and Merrick Garland in His Official Capacity as Attorney General, No. 22-178, in the United States Court of Appeals for the Ninth Circuit.  A copy of the brief may be found here.

In summary, the brief cautions the federal government against allowing history to repeat itself, providing an historical account of NORML’s efforts to decriminalize cannabis for medicinal purposes for the past half-century and the never-ending efforts of the federal government to delay, resist, and obstruct the progress of science and medicine.  While the federal government is unlikely to learn any lessons from the past, NORML hopes that the Court will acknowledge and heed the legal and procedural lessons learned from those past administrative petition litigations so that innocent dying patients – who are the true victims of the government’s misbehavior – are not denied readily available medicine.

NORML’s mission is to move public opinion sufficiently to legalize the responsible use of marijuana by adults, and to serve as an advocate for consumers to assure they have access to high quality marijuana that is safe, convenient and affordable.

The Firm previously filed a pro-bono amicus brief in the United States Supreme Court in the matter of Washington v. Barr, on behalf of several non-profit organizations representing former national and international professional athletes in support of a constitutional challenge to the federal government’s continued refusal to remove marijuana from Schedule I of the Controlled Substances Act, even though millions of Americans use marijuana on a regular basis to manage debilitating health conditions in accordance with State, territorial, and local laws. Unfortunately, with the passing of Justice Ginsberg, petitioners were unable to secure the four votes necessary to secure review.

Ansell Celebrates Five-Year Anniversary of the New Jersey Cannabis Symposium

In honor of the first-ever New Jersey Cannabis Symposium, which was held on January 26, 2018, which recently celebrated its fifth anniversary, Ansell Grimm & Arron, PC is proud to acknowledge the many milestones of success and rapid growth and development, particularly with respect to licensure, since that fateful night. Many have since held meetings and events promoting cannabis decriminalization and legalization in the State, but none have replicated the energy and enthusiasm on display that night.

Nearly 1,000 people interested in taking a role in the legal adult use cannabis industry attended the NJ Cannabis Symposium at the New Jersey Performing Arts Center that night.  Media coverage of the event was extensive with reports appearing on New York’s NBC and ABC affiliates, on FIOS1 News, in, and on NPR and Good Morning America.

As Ansell Partner Joshua S. Bauchner then told the Asbury Park Press, “The time is now. If you’re starting today or tomorrow, you need to ramp up. There’s a tremendous amount of work to be done before we get to the actual filing of the licenses – getting your team together, getting your capital, finding your space, figuring out your banking.” Bauchner, a featured speaker at the Symposium, leads Ansell’s Controlled Substances and Regulatory Law Practice Group which also co-hosted the Symposium alongside the BSC GroupLongview StrategicMarcum LLP, and the New Jersey Cannabusiness Association.

Since that time, including the passage of the New Jersey Cannabis Regulatory, Enforcement Assistance, and Marketplace Modernization Act (“CREAMMA”), the Firm continues to provide guidance to prospective business owners hoping to traverse the ever-changing landscape of recreational cannabis in areas including licensing, intellectual property, employment rights and municipal zoning and approval. Indeed, nearly 1,100 dispensary, manufacturing and cultivation licenses have been awarded to date.

About Ansell Grimm & Aaron, PC

Ansell Grimm & Aaron, PC was founded in 1929 and has a long history of delivering for clients who come to us to resolve legal matters that are often urgent, stressful, and of great importance. A general practice law firm, Ansell Grimm & Aaron is powered by experienced attorneys who understand that the best outcome is the one that serves the needs of each client.

Ansell’s dedicated Controlled Substances & Regulatory Law Practice Group has an in-depth understanding of the laws related to the production, sale, use, regulation and legalization of controlled substances, including:  hemp, cannabis, and psychedelics. Controlled substances law remains a multifaceted and complex field with, at times, conflicting regulations from different governing bodies.  Our attorneys are prepared to assist in all aspects of this emerging field and are committed to helping our clients understand their rights and the opportunities in this complex and evolving area of law.  For additional information, please contact Joshua S. Bauchner at (973) 247-9000 or


The above is for informational purposes only and does not constitute legal advice. Transmission of the materials and information contained herein is not intended to create, and receipt thereof does not constitute the formation of, an attorney-client relationship. Attorney advertising.


It is with great sadness that Ansell Grimm & Aaron, PC says farewell to The Honorable Raymond A. Hayser who passed away on February 9th at the age of 77.

Judge Hayser was an attorney with the Firm in the 1990’s before ascending to the bench. Judge Hayser served as a Judge of the Tax Court of NJ, as well as serving in Superior Court (Monmouth County and Mercer County).  While in Superior Court, the Judge served in the Civil and Special Civil Parts, as well  as Chancery Division, Family and General Equity Part.  During his time on the bench, Judge Hayser authored many reported opinions on land use, taxation, constitutional law and family law.  He also lectured on these same subjects.

After 18 years on the bench, Judge Hayser retired and returned to the Firm, where he often assisted younger (and, sometimes, not so young) attorneys in numerous areas of the law where he had expertise.  Judge Hayser had a great legal mind and will be missed by all who worked with him; not just at the Firm, but in the legal community generally.

Family and friends are invited to attend a visitation for Judge Hayser on Thursday February 16, 2023, and Friday February 17, 2023 from 2-4 and 7-9 pm at Orender Family Home for Funerals 2643 Old Bridge Road Manasquan, NJ 08736. A Mass of Christian Burial will be 10:30 am Saturday February 18, 2023 at St Denis Church 90 Union Avenue Manasquan, NJ. Entombment to follow at St Catharine Mausoleum, 1100 W. Chicago Blvd Sea Girt, NJ. In lieu of flowers memorial donations may be made to a charity of your choice. To send condolences to the family please visit

Judge Hayser’s obituary can be found here.