News & Analysis as of

New York Corporate Governance

Marshall Dennehey

New York Court Reaffirms Internal Affairs Doctrine, Denies Standing in Derivative Suit Against English Corporation

Marshall Dennehey on

Ezrasons, Inc. v. Rudd, No. 2, --- N.E.3d ---, 2025 WL 1436000 (May 20, 2025) - “Few principles are more firmly entrenched in corporate law than the internal affairs doctrine, a choice-of-law rule providing that, with rare...more

Farrell Fritz, P.C.

Court of Appeals Again Bolsters Internal Affairs Doctrine, This Time Clipping Derivative Suits Brought on Behalf of Foreign...

Farrell Fritz, P.C. on

Section 626 of New York’s Business Corporation Law governs standing to sue derivatively in New York.  It states that “an action may be brought in the right of a domestic or foreign corporation . . .  by a holder of shares or...more

Thomas Fox - Compliance Evangelist

#Risk New York Speaker Series: Exploring AI Risks in Compliance with Gwen Hassan

Join Tom Fox and hundreds of other GRC professionals in the city that never sleeps, New York City, on July 9 & 10 for one of the top conferences around, #Risk New York. The current US landscape, shaped by evolving policies,...more

Farrell Fritz, P.C.

It’s Time to CO-OPerate: Commercial Division Refuses to Overturn Election of Board of Directors

Farrell Fritz, P.C. on

Business Corporation Law § 619 (“BCL”) gives shareholders an “exclusive method . . . to test the validity of an election of a director.” Specifically, BCL § 619 states...more

Farrell Fritz, P.C.

I’ll Have a Bacon Cheeseburger, Hold the Pickle and LLC Dissolution

Farrell Fritz, P.C. on

I’ve noticed over the many years since this blog’s launch a disproportionate number of posts concerning disputes among restaurant co-owners. The only explanation I’ve come up with is that first-time, start-up restaurant...more

Rivkin Radler LLP

New York Sales Tax: When a Responsible Person Acts Irresponsibly

Rivkin Radler LLP on

Late last year, the Office of the State Comptroller (the “OSC”) estimated that sales and use tax receipts would increase by 2.3% in the SFY 2024-2025. The OSC also projected that collections from sales and use taxes would...more

Jackson Lewis P.C.

NY’s Non-Compete Bill: What Employers Can Expect From a Newly Proposed Ban

Jackson Lewis P.C. on

A bill introduced in the New York State Senate on Feb. 10, 2025, would prohibit nearly all non-compete agreements arising in employment. Consistent with a national trend, non-competes for healthcare professionals would be...more

Freiberger Haber LLP

The Absence of a Single Statute of Limitations for Breach of Fiduciary Duty Claims

Freiberger Haber LLP on

In New York, litigants often grapple with the appropriate limitation period to apply to breach of fiduciary claims. There is no single statute of limitations that the courts and the parties can look to. “Rather, the choice of...more

Farrell Fritz, P.C.

When Trying to Discover Tax Returns in Business Divorce Litigation, Bring Your A Game

Farrell Fritz, P.C. on

In many, perhaps most New York business divorce lawsuits, tax documents play a key role. Equity holder status is essential for standing to sue – including to dissolve, to sue derivatively on behalf of the entity, to sue...more

Skadden, Arps, Slate, Meagher & Flom LLP

SDNY Amends Local Bankruptcy Rules To Streamline Chapter 11 Processes

The U.S. Bankruptcy Court for the Southern District of New York (SDNY) has issued a general order amending its Local Bankruptcy Rules. The amendments introduce a broad set of changes that will impact all types of bankruptcy...more

Morrison & Foerster LLP

Top 10 International Anti-Corruption Developments for September 2024

Morrison & Foerster LLP on

Designed for busy in-house counsel, compliance professionals, and anti-corruption lawyers, this newsletter summarizes some of the most important international anti-corruption law and enforcement developments from the past...more

Hinshaw & Culbertson - Privacy, Cyber & AI...

NYSDFS Issues Final Circular for Insurers on Artificial Intelligence and External Data Use

On July 11, 2024, the New York State Department of Financial Services (NYSDFS) adopted a final circular about the "Use of Artificial Intelligence ("AI") Systems and External Consumer Data and Information Sources in Insurance...more

A&O Shearman

New York Court Of Appeals Clarifies Application Of Internal Affairs Doctrine But Reverses Dismissal Of Fiduciary Duty Breach...

A&O Shearman on

On May 23, 2024, the New York Court of Appeals reversed the dismissal of breach of fiduciary duty claims brought by former shareholders of a fantasy sports company (the “Company”) against its directors and other defendants...more

Skadden, Arps, Slate, Meagher & Flom LLP

The Corporate Transparency Act Is Here and the New York LLC Transparency Act Is Coming

The Corporate Transparency Act and its implementing regulations (together CTA) came into effect on January 1, 2024, requiring entities within its scope to disclose information, including about their beneficial owners, to the...more

Cozen O'Connor

New York Enacts LLC Transparency Act, Requiring LLCs to Disclose Beneficial Owners

Cozen O'Connor on

The federal Corporate Transparency Act (CTA) is not the only legislation that will be effective in 2024, requiring the disclosure of beneficial owners. On December 22, 2023, New York’s governor, Kathy Hochul, signed the New...more

Farella Braun + Martel LLP

Nonprofit Quick Tip: Registration in New York and New Jersey

Welcome to EO Radio Show – Your Nonprofit Legal Resource. I'm Cynthia Rowland, and this is the fifth in a series of quick tip episodes focusing on the details of state registration of nonprofit corporations. With the help of...more

Sheppard Mullin Richter & Hampton LLP

New York Proposes Cybersecurity Rules for Financial Institutions

On July 29, the New York Department of Financial Services (NYDFS) released Draft Amendments to its Part 500 Cybersecurity Rules that would impose new obligations on financial institutions on reporting, governance, testing,...more

McDermott Will & Schulte

NAIC Continues to Refine Multiyear Work Plan to Expand Scrutiny of Holding Company Act Filings

In our report published on April 26, 2022, we discussed the New York Department of Financial Services’ (NYDFS) Circular Letter No. 5 in which it reminded the industry that acquiring less than 10% of an insurer’s voting...more

Pillsbury Winthrop Shaw Pittman LLP

New York State Fashion Act Proves That ESG Is Haute Couture

Continuing the recent trend of promoting sustainability and accountability among businesses, the proposed legislation would change the way in which major players in the fashion industry approach their operations....more

Fox Rothschild LLP

New York Targets Fashion Industry With Proposed Sustainability and Social Accountability Legislation

Fox Rothschild LLP on

In the latest example of the government attempting to regulate the environmental and social impact of public and private businesses, the New York Legislature is considering legislation that targets the fashion industry. If...more

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