Portrait of Max McCauley

Charles "Max" A. McCauley, III

Principal

Charles (“Max”) A. McCauley III is a principal attorney of Offit Kurman’s business law and transaction practice group with extensive business experience. He is regarded as his clients’ outside general counsel. On a daily basis, he provides legal advice and business advice and assists his clients in making complex business decisions as a valuable member of their team. His extensive business, corporate, tax, employment, real estate, and litigation experience assists clients in achieving their objectives. Clients rely on Max to use litigation as a key resource to achieve their business objectives, as and when needed. This blend of experience uniquely qualifies Max to provide steadfast counsel to businesses on all legal issues they face.

Max’s Transactional Experience Includes:

  • Acquisitions (leveraged and non-leveraged)
  • Sales (assets and equity)
  • Contracts of all types and purposes
  • Financing and refinancing of debt
  • Real estate acquisitions and management
  • Federal and state tax planning, audits, advocacy, and appeals
  • Succession and estate planning and estate administration
  • Employment litigation and advice

Max’s Litigation Experience Includes the Following:

  • The first chair of trials in state and federal courts
  • Appearances in administrative matters
  • Managing outside counsel

Prior to joining the firm, Max practiced at a Delaware law firm. In this capacity, he focused on litigation and advisory matters relating to Delaware corporations and alternative entities, including counseling corporations and other entities and their directors and members on corporate governance and fiduciary duties, mergers and acquisitions, poison pills, appraisal cases, books, and records demands, stock option grants, tax matters, and trust litigation.

Max has served as General Counsel for a multinational group of nine businesses spanning the healthcare, information technology, manufacturing and international industries with hundreds of employees in numerous countries and offices in King of Prussia, PA, USA and Shanghai, China. He has also served as outside in-house counsel to businesses in the trucking, warehousing, stone, real estate development, medical services, and telecommunications industries.

Before becoming a lawyer, Max managed his family's trucking and warehousing business in Western Pennsylvania.

He is viewed by many of his clients as their outside general counsel and has proven to be a valuable resource and reliable member of their teams. Max is accessible and responsive to his client's needs, whether to answer a simple question or advise on complex litigation or transactional issues.

"To Max, thank you for leading us through every step of this process. For negotiating settlements, broker agreements, closing timeframes, and relationships with both those on the seller and buyer side.

You committed to steering us through this and have simply refused to disappoint regardless of the challenges and last-minute issues that popped up. You found a way to work with our [adversaries] productively and to negotiate with the buyer's side when it seemed almost impossible. We know you've worked day and night, weekends and vacations, to get us to the finish line. It is impossible to underestimate the role you have played."

— Client

    Education

    • Villanova University Charles Widger School of Law (LL.M.)
      • Tax & Estate Planning Certificate
    • Villanova University Charles Widger School of Law (J.D.)
    • Villanova University (MBA)
    • Pennsylvania State University (B.S.)
      • Finance

    State Bar Admissions

    • Delaware
    • Florida
    • New Jersey
    • Pennsylvania

    Court Admissions

    • United States Tax Court
    • United States Court of Appeals for the Third Circuit
    • United States District Court for the District of Delaware
    • United States District Court for the Eastern District of Pennsylvania
    • United States District Court for the Middle District of Pennsylvania
    • United States District Court for the District of New Jersey
    • United States District Court for the Southern District of Florida

    Professional Affiliations

    • Media Youth Wrestling, President, 2016-2018
    • Media Youth Wrestling, Board Member, 2013-2020
    • The Rose Tree Colts, Board Member, 2013-2016
    • The Walden School, Board Member, 2003-2013 (Board Chair, President, Finance Committee Chair)

Avoiding an Adverse Tax Impact on Death of an S Corporation Shareholder

One of the main reasons to consider a partnership for owning a business rather than an S Corporation is the adverse impact upon death if the business is held by an S Corporation...

Read Full Article Here
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Firm Highlights

  • Events
    AIA Tri-State Conference
    Princeton will serve as the backdrop for three days of connection, learning, and design leadership. From keynotes to tours to the Tri-State Design Awards, this year’s conference is designed to go far beyond education sessions. Kick off the week with pre-conference intensives and individual state component Design Award celebrations, followed by three days of education, inspiration, networking, and design excellence at the 2026 AIA Tri-State Conference—featuring pre-conference intensives, three keynote speakers, 25 education sessions, curated tours, an expo, spec academies, and the AIA Tri-State Design Awards—bringing together architects and design professionals from New Jersey, New York, and Pennsylvania to connect, learn, and celebrate the best of the profession. G2. Designing Secure Practices: Cybersecurity, Data Privacy, Contractual Provisions, and Insurance Risks for Architects (4:00 PM - 5:30 PM) Architects and design professionals increasingly rely on cloud platforms, BIM software, and digital tools to manage sensitive data, creating cybersecurity and privacy risks. A single incident can trigger liability claims, regulatory obligations, reputational harm, and insurance challenges. Yet many firms underestimate how contracts, insurance, and internal practices intersect during a breach. This program offers legal and insurance perspectives on cyber risk in architecture, examining liability exposure, risky contract provisions, and mitigation strategies. A cyber insurance expert will explain policy responses, coverage gaps, coordination with professional liability, and best practices for aligning insurance with contractual risk and protecting firms from evolving cyber threats. Learning Objectives: Identify key cybersecurity and data privacy risks faced by architecture firms and explain how these risks can impact professional liability and project outcomes. Analyze common contractual provisions to determine which clauses may increase exposure to cyber incidents and propose strategies to mitigate these risks. Evaluate the scope and limitations of cyber insurance policies, including coordination with professional liability coverage, to determine how a policy would respond in a breach scenario. Develop actionable risk management strategies by integrating legal, contractual, and insurance considerations to protect sensitive client and project data.
  • Podcasts
    Behind the Scenes at Howard County Hospital with Kirsten Baier
    What does it take to fund the growing healthcare needs of an entire community? Kirsten Baier, Vice President of the Johns Hopkins Howard County Medical Center Foundation, joins Linda Ostovitz to discuss the critical role philanthropy plays in healthcare and why fundraising is essential to improving patient care, expanding services, and supporting hospital growth. Drawing from her experience in nonprofit development, public health, and healthcare philanthropy, Kirsten shares how donor relationships are built, how charitable investments help fund major projects, and why transparency and community engagement are key to successful fundraising. She also explains Maryland’s unique hospital reimbursement model, the challenges facing modern healthcare systems, and how community support helps bridge the gap between growing demand and available resources. Whether you are a nonprofit leader, healthcare professional, philanthropist, business executive, or community advocate, this conversation offers valuable insights into leadership, relationship building, strategic fundraising, and the lasting impact of giving back locally. Follow and subscribe to Real Talk Real Growth wherever you listen to podcasts. New episodes feature practical conversations with leaders who are creating meaningful impact in business and their communities. If this episode resonates with you, leave a five-star review and share it with someone who is passionate about leadership, healthcare, or community engagement.