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Winter Case Notes: Nice Try, But the Agreements Say What They Say

Spring is soon upon us. March Madness is at our doorstep. The Formula 1 season is underway. Baseball season will be in full swing shortly. And my allergies are already in bloom....more

To be or Not to Be (a Member). That is the Question… That Estoppel Can Help Answer.

Evidence of ownership. Necessary in business divorce. Not always so easy to prove. Today’s case— Xiaoyan Lu v Sagewood SFF III LLC, 2024 NY Slip Op 05895 (1st Dept 2024)—gives an example of how far (or not) the doctrines of...more

Freedom (But with Consequences): In Delaware, Absolute Litigation Privilege Inapplicable to Nullify Contractual Non-Disparagement...

The absolute litigation privilege is a long-standing legal principle that statements made during the course of a judicial proceeding by participants in the proceeding (whether parties, attorneys, witnesses, or judges) are...more

When It Talks Like a Member, Walks Like a Member, Acts Like a Member… But Isn’t a Member: First Impression Chancery Decision Rules...

A solid succession strategy is a critical element of corporate planning, but one that is all too often sidelined until it is too late. Under the glow and excitement of starting and growing a business, who wants to talk about...more

You Get What You Get, and You Don’t Get Upset: First Department Boots Limited Partner’s Claims Based on Plain Terms of Limited...

Posts about limited partnerships on this blog are far eclipsed by discussions on just about any other form of business entity because, as we’ve noted in the past, limited partnerships are generally on the decline....more

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