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June 26, 2024
Internal-Affairs Doctrine Presumptively Applies, But Presumption Rebutted When New York Has Dominant Interest in Applying Its Own Law
On May 23, 2024, the Court of Appeals issued a decision in Eccles v. Shamrock Capital Advisors, LLC, 2024 NY Slip Op 02841, holding that, while the substantive law of a company's place of incorporation presumptively applies to causes of action arising from its internal affairs, this presumption can be rebutted when (i) the interest of the place of incorporation is minimal, and (ii) New York has a "dominant interest" in applying its own substantive law, explaining: Read More
November 14, 2022
Owners' Domination and Abuse of Entity to Perpetrate a Wrong or Injustice on Plaintiffs Sufficient to Pierce Corporate Veil
On November 2, 2022, the Second Department issued a decision in F&R Goldfish Corp. v. Furleiter, 2022 N.Y. Slip Op. 06112, holding that plaintiffs alleged facts sufficient to pierce the corporate veil, explaining: Read More
April 25, 2022
Contract with Corporation Precludes Unjust Enrichment Claim Against Corporation's Principal
On March 11, 2022, in Salesmark Ventures, LLC v. Singh, 2022 NY Slip. Op. 30836, Justice Joel M. Cohen granted defendant’s motion to dismiss a claim of unjust enrichment against the defendant corporation’s principal. Read More
December 26, 2020
Restrictions on Stock Transfer in Corporate By-Laws Did Not Bar Transfer By Will
On December 11, 2020, Justice Emerson of the Suffolk County Commercial Division issued a decision in… Read More
February 16, 2020
Deceased Partner's Estate Does Not Have Standing to Seek Limited Partnership's Dissolution
On February 5, 2020, Justice Borrok of the New York County Commercial Division issued a decision in … Read More
January 2, 2020
Corporate Officer May be Held Liable for Corporation's Tort in Which the Officer Participated
On December 20, 2019, the Fourth Department issued a decision in Canandaigua Natl. Bank & Trust … Read More
October 25, 2019
Corporate Waste Claim Defeated by Business Judgment Rule
On October 9, 2019, the Second Department issued a decision in Witty v. Wallace, 2019 NY Slip Op. 07… Read More
September 20, 2019
Shareholder Agreement Provision Requiring Shareholders and Corporation to Agree on Shareholder's Compensation Unenforceably Vague
On September 11, 2019, the Second Department issued a decision in Osborne v. Williamson Law Book Co.… Read More
February 26, 2019
Dissolved Corporation Can Bring Claim as Part of its Winding Up
On February 8, 2019, Justice Borrok of the New York County Commercial Division issued a decision in … Read More
December 22, 2017
General Provisions of Delaware LLC Law Do Not Trump Specific Provisions of LLC Agreement
On December 14, 2017, the First Department issued a decision in Estate of Calderwood v. ACE Group In… Read More
September 17, 2017
Manager of Delaware LLC Must Exercise Rights Granted to it in Good Faith
On September 8, 2017, Justice Scarpulla of the New York County Commercial Division issued a decision… Read More
August 4, 2017
Request for Indemnification Under BCL Denied on Procedural Grounds
On July 13, 2017, Justice Emerson of the Suffolk County Commercial Division issued a decision in Fed… Read More
June 20, 2017
Dissolved Corporation May Sue or be Sued Until its Affairs are Fully Adjusted
On June 14, 2017, the Second Department issued a decision in Greater Bright Light Home Care Services… Read More
May 29, 2017
25% Owner of Corporation Not Entitled to Dissolution
On May 17, 2017, Justice Ash of the Kings County Commercial Division issued a decision in Matter of … Read More
February 7, 2017
First Department Expands Factors Governing Approval of Nonmonetary Class Action Settlements
On February 2, 2017, the First Department issued a decision in Gordon v. Verizon Communications, Inc… Read More
January 4, 2017
Absent Fraud, Board's Judgment as to Value of Consideration Received for Shares is Conclusive
On December 28, 2016, the Second Department issued a decision in KNET, Inc. v. Ruocco, 2016 NY Slip … Read More
October 19, 2016
Shareholders Had Common-Law Right to Inspect Books and Records of Corporate Subsidiary
On October 11, 2016, the First Department issued a decision in Matter of Pokoik v. 575 Realties, Inc… Read More
August 29, 2016
When Corporate Dissolution is Annulled it Retroactively Validates Contracts
On August 19, 2016, Justice Kornreich of the New York County Commercial Division issued a decision i… Read More
July 2, 2016
Officers of Dissolved Corporation Held Individually Liable for Post-Dissolution Debts
On June 23, 2016, the First Department issued a decision in Indigo Secured High Income Note, Ltd. v.… Read More
May 16, 2016
Going-Private Mergers Subject to Business Judgment Rule So Long As Shareholders Protected
On May 5, 2016, the Court of Appeals issued a decision in Matter of Kenneth Cole Products, Inc., 201… Read More
April 19, 2016
Unanimous Consent of Partners Needed to Sell All of Partnership's Property
On April 12, 2016, the First Department issued a decision in Cara Associates, L.L.C. v. Milstein, 20… Read More
February 29, 2016
New York Courts Cannot Dissolve Business Entities Formed Under Another State's Laws
On February 25, 2016, the First Department issued a decision in Matter of Raharney Capital, LLC v. C… Read More
February 3, 2016
Arbitrary Decisions Not Covered by the Business Judgment Rule
On January 21, 2016, the First Department issued a decision in Tsui v. Chou, 2016 NY Slip Op. 00428,… Read More
January 23, 2016
Controlling Shareholders Did Not Have Fiduciary Duty to Minority Shareholder
On January 12, 2016, the First Department issued a decision in Arnett v. Charles Morgan Securities I… Read More
January 2, 2016
Court Will Not Order Inspection of Books When Shareholder Did Not Make Statutory Demand
On December 21, 2015, Justice Platkin of the Albany County Commercial Division issued a decision in … Read More
July 26, 2015
Plaintiff Must Nullify Cancellation Before Bringing A Derivative Action On Behalf Of A Defunct Delaware LLC
On July 6, 2015, Justice Oing of the New York County Commercial Division issued a decision in Meissn… Read More
June 29, 2015
Corporation's Payment of Back Taxes Retroactively Validated Contract Executed During Period of Delinquency
On June 2, 2015, Justice Singh of the New York County Commercial Division issued a decision in Exedu… Read More
June 11, 2015
Court of Appeals Grants Leave To Appeal In Case Involving Application of Business Judgment Rule to Going Private Transaction
On June 10, 2015, the Court of Appeals granted leave to appeal in Matter of Kenneth Cole Productions… Read More
January 16, 2015
Issues of Fact As To Whether Foreign Unlicensed Corporation Was Doing Business In New York Preclude Dismissal Under BCL § 1312
On January 7, 2015, Justice Kornreich of the New York County Commercial Division issued a decision i… Read More
January 6, 2015
Court Rejects Class Action Settlement
On December 19, 2014, Justice Schweitzer of the New York County Commercial Division issued a decisio… Read More
December 28, 2014
Officer of Dissolved Corporation Personally Liable For Obligations Incurred By Corporation Post-Dissolution
On December 17, 2014, the Second Department issued a decision in 80-02 Leasehold, LLC v. CM Realty H… Read More
December 21, 2014
Plaintiff Cannot Bring Veil Piercing Claim Without Claim Against Entity Whose Veil is Being Pierced
On December 4, 2014, Justice Whelan of the Suffolk County Commercial Division issued a decision in I… Read More
September 14, 2014
Shareholders' Right To Inspect Corporate Books And Records Properly Invoked To Aid Investigation of Misconduct By Management And To Obtain Information In Aid of Litigation
On September 11, 2014, the First Department issued a decision in Retirement Plan for General Employe… Read More
July 7, 2014
Condominium Board Lacked Capacity to Bring Lawsuit Because Suit was not Formally Approved by Board
On July 2, 2014, Justice Demarest of the Kings County Commercial Division issued a decision in Board… Read More
June 4, 2014
Notwithstanding Internal Affairs Doctrine, Some Claims in Derivative Action Governed by New York Law
On June 3, 2014, the First Department issued a decision in Culligan Soft Water Co. v. Clayton Dubil… Read More
May 29, 2014
Unit Owners’ Vote Insulates Condominium Board from Derivative Action
On May 16, 2014, Justice Scarpulla of the New York County Commercial Division issued a decision in D… Read More
May 27, 2014
Sale of Realty Company's Office Building Was Not in the Due Course Because it Was Not in Business of Selling Property
On May 22, 2014, the First Department issued a decision in Theatre District Realty Corp. v. Appleby,… Read More
May 17, 2014
Prevailing Plaintiff in Derivative Action Entitled to Fees, But From Corporation, Not Defendant
On April 2, 2014, Justice Emerson of the Suffolk County Commercial Division issued a decision in Mot… Read More
May 16, 2014
Derivative Plaintiff Entitled to Advancement of Attorneys’ Fees to Defend Counterclaims Brought by Corporation
On May 14, 2014, Justice DeStefano of the Nassau County Commercial Division issued a decision in Sch… Read More
March 31, 2014
Summary Judgment Granted in Favor of Veil-Piercing Claim
On March 19, 2014, Justice Friedman of the New York County Commercial Division issued a decision in … Read More
February 1, 2014
Derivative Action Dismissed for Failure Adequately to Plead Demand Futility
On January 21, 2014, Justice Kapnick of the New York County Commercial Division issued a decision i… Read More
January 29, 2014
Board Did Not Have Fiduciary Duty to Maximize Shareholder Benefit in Merger Where There was No Change of Control or Break-up
On January 13, 2014, Justice Friedman of the New York County Commercial Division issued a decision i… Read More
January 23, 2014
Director Breaches Fiducary Duty in Selling Corporate Shares to Himself
On December 24, 2013, Justice Whelan of the Suffolk County Commercial Division issued a decision in … Read More
January 12, 2014
Derivative Claim Dismissed for Failure to Allege Demand Futility with Particularity
On January 6, 2014, Justice Bransten of the New York County Commercial Division issued a decision in… Read More
January 4, 2014
Appropriate Vehicle to Address Grievances In Two-Shareholder Corporations is Derivative Action
On December 20, 2013, Justice Demarest of the Kings County Commercial Division issued a decision in … Read More
December 31, 2013
Default Judgment Against Corporation in Favor of its Sole Employee Vacated
On December 4, 2013, Justice Schweitzer of the New York County Commercial Division issued a decision… Read More
November 18, 2013
Gross Negligence Claim Dismissed Based on Business Judgment Rule and Lack of Damages
On November 12, 2013, Justice Bransten of the New York County Commercial Division issued a decision … Read More
