News & Analysis as of

New York Fiduciary Duty Business Litigation

Farrell Fritz, P.C.

The Consequences of Deception: Defendant Hit With $4.5 Million Judgment After 12-Year “Wild Goose Chase Based on a Lie”

Farrell Fritz, P.C. on

“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

Farrell Fritz, P.C.

Beyond Fair Value: When Shareholder Oppression Demands Interest and Damages

Farrell Fritz, P.C. on

Shareholder oppression has long been a favorite topic of mine—for good reason.  A cornerstone of business divorce litigation, a claim of minority shareholder oppression under BCL 1104-a often invites creative argument over...more

Sheppard Mullin Richter & Hampton LLP

New York Court of Appeals Reaffirms the Internal Affairs Doctrine for Foreign Corporations

In Ezrasons, Inc. v. Rudd, 2025 NY Slip Op. 03008, 2025 N.Y. LEXIS 717 (N.Y. May 20, 2025), the New York Court of Appeals reaffirmed the fundamental and controlling nature of the internal affairs doctrine as it relates to the...more

A&O Shearman

New York Court Of Appeals Affirms Dismissal Of Derivative Action Brought By Shareholder Of Foreign Corporation, Holding That New...

A&O Shearman on

On May 20, 2025, the New York Court of Appeals affirmed the dismissal of a derivative action asserting claims for breach of fiduciary duty against officers and directors of a corporation incorporated under the laws of England...more

Farrell Fritz, P.C.

Demand Futility, Dissolution, and Transfer Restrictions: Spring Blooms Fresh Developments in LLC Litigation

Farrell Fritz, P.C. on

In addition to blooming trees and longer days, spring in New York has ushered in a fresh crop of noteworthy decisions on intra-LLC disputes.  Headliners include a boost to members’ rights to compel an accounting courtesy of...more

Farrell Fritz, P.C.

Bless This Mess: New York Court Shuts Down Attempted Early Ouster of Restauranteur From Managing His Own Restaurant

Farrell Fritz, P.C. on

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

Davidoff Hutcher & Citron LLP

Handling Partner Expulsions in Restaurant Businesses: A Legal Guide

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

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

DarrowEverett LLP

LLC's Failure to Execute Operating Agreement Opens Legal Trapdoor

DarrowEverett LLP on

While entity distinctness is a bedrock principle of corporate law, it may often appear redundant and unnecessary for a limited liability company (“LLC”) to sign its own operating agreement. That was likely the thinking of the...more

Farrell Fritz, P.C.

When Less Effort Leads to More Trouble: Quiet Quitting and Fiduciary Accountability

Farrell Fritz, P.C. on

We frequently see a partner’s “fiduciary duties” expressed as the union of the duty of loyalty and the duty of care.  The duty of loyalty requires fiduciaries to avoid elevating the interests of any other person or entity...more

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