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New York Shareholders

Farrell Fritz, P.C.

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

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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

Farrell Fritz, P.C.

On Camera: My Recent Video Interview on, What Else, Business Divorce (Part One)

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I recently had the pleasure of being interviewed by Sandra Schulte at the media production studios of the Manhattan Neighborhood Network located near the Javits Center. Sandra, whom I met at a CLE program where I was a...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

Farrell Fritz, P.C.

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

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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

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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

Freiberger Haber LLP

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

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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

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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

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

Husch Blackwell LLP

NYSE Publishes 2024 Listed Company Compliance Guidance Memo

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On January 31, 2024, the New York Stock Exchange (NYSE) published its 2024 Listed Company Compliance Guidance Memo. The NYSE Memo contains general guidance with important reminders for all NYSE listed companies, along with a...more

Harris Beach Murtha PLLC

OMIG Stakeholder Engagement Session – Save the Date 11/30/2023

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The New York State Office of the Medicaid Inspector General (“OMIG”) announced it will host an online engagement session on Nov. 30, 2023, to share feedback received during the April and May 2023 Provider Engagement Forums....more

Perkins Coie

Cannabis Legal Report - June 2023

Perkins Coie on

Coalition Forms To Influence Scheduling Review Process - As the Biden administration actively reviews the classification of cannabis under the Controlled Substances Act (CSA), a diverse group of cannabis companies and...more

Proskauer - Proskauer For Good

New York State Courts’ Pandemic Practices Working Group Issues Report

On February 15th, the Commission to Reimagine the Future of New York’s Courts’ Pandemic Practices Working Group (PPWG) issued a report evaluating the court system’s response to the pandemic and calling for, among other...more

Foley Hoag LLP - Energy & Climate Counsel

New York Public Service Commission Issues Two Significant Community Solar Orders

On September 15, the New York Public Service Commission (“Commission”) issued orders modifying the Expanded Solar for All (“E-SFA”) program and implementing several billing measures to address pervasive CDG billing delays by...more

Rivkin Radler LLP

Shareholder Beware: Personal Liability for N.Y. Sales Tax

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Limited Liability? Many individual taxpayers who invest in a closely held business, including one organized as a corporation, fail to appreciate there are circumstances in which they may be held personally liable by a...more

Rivkin Radler LLP

New York’s Pass-Through Entity Tax, F Reorgs, and the Sale of An Electing S Corp

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Timing- I had planned to post this piece during the third week of December, a day or so after the exchange between Senator Manchin and the White House sealed the fate of the Build Back Better plan, at least in its current...more

Mintz - Health Care Viewpoints

Entirely Virtual Shareholder & Member Meetings Now Permitted in New York

On November 8, 2021, Governor Hochul signed legislation to permanently amend the New York Business Corporation Law and New York Not-for-Profit Corporation Law. Under the new law, for profit and not-for-profit corporations...more

Sheppard Mullin Richter & Hampton LLP

New York Courts Continue to Enforce Broad General Releases, Even When Claims are Unforeseeable at the Time of Contract Execution

In Chadha v. Wahedna, 2021 NY Slip Op. 50509(U) (Sup. Ct. N.Y. Cnty. 2021), Justice Ostrager of the New York County Commercial Division, dismissed Plaintiff Nilsa Chadha’s (“Plaintiff”) claims in their entirety due to...more

Rivkin Radler LLP

New York Budget Deal Includes SALT Cap Workaround

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The New York state budget deal announced yesterday includes a workaround of the temporary federal limit on state and local tax deductions (the SALT cap). The provision was part of Gov. Cuomo’s initial budget proposal in...more

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