In New York, foreign entities – that is, corporations, limited liability companies and partnerships authorized to do business in another jurisdiction or country – are required to register to business with the Secretary of...more
By: Jeffrey M. Haber In our last article (here), we examined a choice-of-law provision that, if applied, would violate New York public policy concerning usurious loans. In that case, Virginia law, which does not prohibit...more
On March 20, 2018, the United States Supreme Court decided Cyan, Inc. v. Beaver County Employees Retirement Fund, in which it unanimously held that the Securities Litigation Uniform Standards Act of 1998 does not strip state...more
9/6/2023
/ Audits ,
Class Action ,
Compliance ,
Corporate Management ,
Disclosure Requirements ,
Financial Statements ,
Healthcare ,
Investment ,
Investors ,
Loss Causation ,
Material Misrepresentation ,
Omissions ,
Scienter ,
Section 11 ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Shareholders ,
Subject Matter Jurisdiction ,
Uniform Standards
On August 23, 2023, the Appellate Division, Second Department issued two decisions that briefly touched upon fraud causes of action: Hershman v. Bank of N.Y. Mellon, 2023 N.Y. Slip Op. 04369 (2d Dept. Aug. 22, 2023) (here),...more
On numerous occasions, this Blog has examined the attorney-client privilege and the attorney work product doctrine.1 Today, we take another opportunity to explore the contours of these privileges....more
The law can be funny. Not in a comedic way, but in a way that defies expectations about what is needed to bring a cause of action. Sometimes this is manifested in the quantum of evidence needed to bring an action and survive...more
7/31/2023
/ Article III ,
Class Action ,
Corporate Counsel ,
Cyber Attacks ,
Data Breach ,
First Impression ,
Health Insurance Portability and Accountability Act (HIPAA) ,
Injury-in-Fact ,
Motion to Dismiss ,
PHI ,
Popular ,
Standing
Most litigants think that financial documents, such as tax returns, are confidential. The same is true with regard to trade secrets and other proprietary business information. While those sentiments are most often true, as...more
A common theme in commercial litigation is the assertion of a breach of contract claim and a fraudulent inducement claim. Where both claims are asserted, more times than not, the fraud claim is dismissed under the duplication...more
By: Jeffrey M. Haber The internal affairs doctrine is a “conflict of laws principle which recognizes that only one State should have the authority to regulate a corporation’s internal affairs—matters peculiar to the...more
Section 3211(a)(8) of the Civil Practice Law and Rule (“CPLR”) allows a party to “move for judgment dismissing one or more causes of action asserted against him on the ground that … the court has not jurisdiction of the...more
By: Jeffrey M. Haber This Blog has previously written about the benefits of forming a corporation or a limited liability corporation and the perils of ignoring the corporate formalities that are attendant thereto. In today’s...more
In past articles, we have examined a motion for summary judgment in lieu of a complaint under CPLR § 3213. Today, we take another look at this statute by examining BBM3, LLC v. Vosotas, 2023 N.Y. Slip Op. 02279 (1st Dept. ...more