What’s in Your Operating Agreement? Legal Tips for Healthcare Providers
A Counterintuitive Approach to Winning Without Litigation: One-on-One with Haley Morrison
Podcast - Ejecución de facturas electrónicas
Daily Compliance News: July 21, 2025, The More Reasons Not to Go to China Edition
Sunday Book Review: July 20, 2025, The Best Books on Business Edition
RICO Section 1962(b): Acquisition or Maintenance of Control Over Legitimate Enterprises — RICO Report Podcast
Master the First Moves in Litigation for Courtroom Advantage – Speaking of Litigation Video Podcast
Understanding Discovery in Commercial Litigation
Corporate Divorce – Preventing and Managing the Break-Up of a Business Partnership
London Partner Roberta Downey Wired for Disputes: Tech, Infrastructure, and the New Frontier of Risk
Harnessing AI in Litigation: Techniques, Opportunities, and Risks – Speaking of Litigation Video Podcast
Eviction Essentials and Lease Management
New York State Restaurant Reservation Anti-Piracy Act Cracks Down on a "Leech Industry"
Aligning Business Goals with Legal Strategies Amid Regulatory Change – Speaking of Litigation Video Podcast
The Impact of the Horn Case on RICO - RICO Report Podcast
The Litigation Landscape Explained
When a co-shareholder purchases the debt obligations of the company without partners' knowledge
What happens when a majority owner makes a bad-faith capital call?
Understanding Georgia's Civil Justice Climate With Commissioner John King — Regulatory Oversight Podcast
6 Things To Consider Before Litigation
Forum selection clauses have long been a feature of commercial contracting. Since then-Chancellor Strine’s decision in Boilermakers Local 154 Ret. Fund v. Chevron Corp., Delaware corporations have routinely included such...more
There is perhaps no provision in an LLC operating agreement more susceptible to abuse than one allowing those in control of the LLC to make mandatory capital calls. For one, that authority often comes with very few...more
A federal court in New York recently denied Community Care Companions, Inc. and Interim Healthcare, Inc.’s motions for reconsideration of the court’s summary judgment rulings in an ongoing franchise dispute. Cmty. Care...more
Running a restaurant requires a delicate balance of creativity, management, and financial responsibility. When partners share ownership of a restaurant, each has a fiduciary duty to act in the business’s best financial...more
“Down the ridiculous rabbit hole,” “magical math,” “smoke and mirrors,” “sixteen-year charade.” That’s how the plaintiff’s post-trial brief in Becker v Perla described the defendant’s reverse-field disavowal of his sworn...more
The English Court of Appeal’s recent decision in Saxon Woods Investments Limited v. Francesco Costa ([2025] EWCA Civ 708) provides clarification on the application of directors’ fiduciary duties and the interpretation of good...more
Sometimes, they may even accuse you of causing them harm through negligence, breach of contract, or even breach of fiduciary duty. While the typical borrower-lender relationship doesn't create a fiduciary duty, certain...more
This week’s New York Business Divorce takes us to the Garden State for a delightfully-written, post-trial decision by retired, recalled Appellate Division Judge Clarkson S. Fisher, Jr....more
Delaware permits the elimination of fiduciary duties in limited liability company agreements. Notwithstanding, and just like in any other contract, parties to a limited liability company agreement are still subject to the...more
A recent opinion from the Business Court of Texas, Eighth Division (Fort Worth), provides a crisp reminder that an LLC’s company agreement can all but eliminate fiduciary duties among its members and managers. In Tall v....more
It is not uncommon in the restaurant business for a restauranteur to partner with a silent-partner investor, i.e. the money guy. It’s not uncommon for the restaurant partners to fight over the control of the restaurant....more
Restaurant partnerships often thrive on mutual trust, shared goals, and a commitment to success. However, when one partner puts personal interests ahead of the business or violates that trust, it can lead to a breach of...more
We’ve written about accountant liability. We’ve written about bookkeeper liability. A carefully crafted complaint can state viable claims for either. But business appraiser liability?...more
In “business divorce” litigation involving LLCs, it is common to see a disgruntled LLC member asserting claims against the LLC’s manager. Depending on the type of harm alleged, those claims might be asserted directly (by the...more
Partnership conflicts can arise in any restaurant business, and in some cases, the only solution is expelling a partner. However, removing a business partner is a complex legal process that must be handled carefully to avoid...more
Under ancient (some would argue vestigial) common-law rules of general partnerships, partners can find themselves stuck between a rock and a hard place deciding when to pull the trigger on a lawsuit....more
Only six months into a complicated partnership dispute, the Business Court of Texas, 1st Division, issued a thorough summary judgment opinion and order in the case of Primexx Energy Opportunity Fund, LP v. Primexx Energy...more
As a Texas business owner, discovering that a partner, employee, or manager may be embezzling funds can be devastating. Left unaddressed, financial misappropriation can threaten your company's stability, compromise...more
“There is only going to be one winner here, and it’s not going to be you—give in while there is something still left in it for you,” said one LLC member to the other. With co-owners like that, who needs enemies?...more
Bandera Master Fund LP v. Boardwalk Pipeline Partners, LP, C.A. No. 2018-0372-JTL (Sept. 9, 2024) - Previously in this case, the Court of Chancery held that a general partner breached a partnership agreement by exercising...more
Commercial Division litigators are keenly aware of CPLR 3215’s proof requirements. We can recite in our sleep the need to submit (1) proof of service, (2) proof of default, (3) the amount due, and (4) facts constituting the...more
I can’t say what the number is, but my own experience tells me that a significant percentage of lawsuits by a minority owner of a closely-held company against those in control of the company include a demand for an...more
The Commercial Division’s decision in Rockmore v. Plastic Surgery Associates, LLP demonstrates the broad scope of ERISA preemption and the difficulty of pleading breach of fiduciary duty and conversion claims alongside breach...more
The seven-year anniversary of the Texas Supreme Court’s decision in Ritchie v. Rupee has come and gone, and the court’s holding from 2014 remains the law: Minority shareholders in Texas private companies do not have a cause...more
What can you do when the parties you are suing are effectively judgment-proof? Oftentimes, plaintiffs will try to go after a defendant’s family member or related entity. ...more