A minority shareholder petitioning for dissolution under BCL § 1104-a must establish, by a preponderance of the evidence, that the majority shareholders have engaged in “illegal, fraudulent or oppressive actions,” (BCL §...more
In 2015, our colleagues in the white-collar criminal defense bar braced for the impact of a memorandum penned by then Deputy Attorney General Sally Yates. The Yates Memo encouraged both federal prosecutors and civil...more
9/16/2020
/ Commercial Court ,
Consultants ,
Contract Terms ,
Corporate Misconduct ,
Defense Strategies ,
Derivatives ,
Deutsche Bank ,
Financial Crisis ,
Securities and Exchange Commission (SEC) ,
Settlement Agreements ,
Third-Party ,
Unconscionable Contracts ,
Whistleblower Awards ,
Whistleblowers ,
White Collar Crimes ,
Yates Memorandum
Several weeks ago, I had the pleasure of first appearing on this blog, with a piece about a Delaware Chancery Court decision considering—as a matter of apparent first impression—whether an LLC could exercise, then walk back a...more
A familiar fact pattern: ParentCo is the owner and controlling shareholder of SubCo. ParentCo completely controls SubCo. The two companies have the same officers, issue consolidated financial returns, and the profits and...more
As regular readers of the blog surely are aware, there are few provisions in an LLC or shareholders agreement more likely to be the focus of dispute than the buy-sell provision. Most times, these disputes expose a flaw in the...more
Disputes over the scope of insurance coverage are common fixtures in the Commercial Division Courts. Earlier this month, the First Department partially affirmed Justice Sherwood’s decision in Westchester Fire Ins. Co. v....more
It works the same way in small businesses as it does in major investment firms: the executives reach agreement on the terms of a deal, then leave the lawyers to paper things accordingly....more
As we continue to see increased litigation over electronic programs, apps, and algorithms, courts are increasingly called to consider discovery requests for the coding behind that technology. These requests highlight the...more
1/30/2020
/ Algorithmic Trading ,
Breach of Contract ,
Business Litigation ,
Coding ,
Commercial Court ,
Confidentiality Agreements ,
Counterclaims ,
Defamation ,
Discovery ,
Discovery Disputes ,
High Frequency Trading ,
Joint Venture ,
Litigation Strategies ,
Non-Disclosure Agreement ,
Proprietary Information ,
Reversal ,
Securities Transactions ,
Trading Platforms