Farrell Fritz, P.C. (LexBlog United States)

2173 results for Farrell Fritz, P.C. (LexBlog United States)

  • Three Strikes You’re Out: Sebrow Revisited

    In this week's New York Business Divorce, the sequel to an article about an earlier decision in the same case, read about a trio of decisions issued in rapid succession against a widow who claimed to have become shareholder of a corporation through a testamentary bequest that violated a shareholders' agreement prohibiting stock transfers except to the shareholders' "issue" or upon "unanimous...

  • Supreme Court To Decide Standard For Government Dismissal Of False Claims Act Cases

    The Supreme Court granted certiorari today in a case that will decide two important questions under the False Claims Act (FCA).  In United States ex rel. Polansky v. Executive Health Resources, Inc., the Relator asks the Court to decide:   1.   Whether the government has authority to dismiss an FCA suit after initially declining to...

  • LLCs, Direct vs. Derivative Claims, and Special Litigation Committees: A Lively Debate

    This week's New York Business Divorce offers readers a preview of two thought provoking articles by Professors Donald Weidner and Daniel Kleinberger published as point/counter-point in the current issue of The Business Lawyer on the subject of LLCs, the direct-derivative distinction, and Special Litigation Committees.

  • Text Messages Trump Formalities in Ownership Dispute Over Cryptocurrency Business

    LLC members often enter into an operating agreement containing certain formality requirements, then exercise substantially less formality in their dealings. In those cases, the argument that a member waived his or her right to insist upon the formality requirements of the operating agreement is a familiar one. In a recent case, New York County Justice Borrok considers a party's claim that text...

  • May Elon Musk Terminate his Merger Agreement with Twitter over Spambots?

    Another week, another chapter in the Elon Musk-Twitter saga. Last month, Musk posted tweets questioning longtime Twitter claims that automated “spambots” make up fewer than 5% of monetizable daily active users. But on June 6, Musk upped the ante by having his lawyers at Skadden send a demand letter to Twitter reiterating his demand for data...

  • A RICO Claim in an Ordinary Business Dispute? Not So Fast, Says the Commercial Division

    Courts continue to refer to federal Racketeering Influenced and Corrupt Organizations Act (“RICO”) claims as “potent weapons” that are equivalent to a “thermonuclear device” in cases involving criminal racketeering activity. So why are we seeing RICO claims in ordinary business litigation disputes, including in the Commercial Division, that bear little to no resemblance to criminal...

  • 10 More Years – New York’s Brownfield Cleanup Program Extended

    When New York Governor Kathy Hochul executed the 2022-2023 State Budget, it included a 10-year extension to the State’s Brownfield Cleanup Program (“BCP” or “Program).  The State’s voluntary, incentive-laced, BCP was set to expire on December 31, 2022.  The Program’s extension generally reinforces the State’s commitment to incentivize the remediation and re-use of environmentally-compromised and..

  • A Loan Is a Loan Is a Loan, Except When It’s Equity

    Characterizing funds transfers to and from the company and its owners as either loan or capital transactions, and failing to adequately document such transactions, can have drastic financial, tax, and litigation consequences. Learn more in this week's New York Business Divorce.

  • Gordon Ramsay’s The Fat Cow: Dishing Up Damages and Dissolution

    They say revenge is a dish best served cold. In this week's New York Business Divorce, celebrity chef Gordon Ramsay serves his former business partner a cold dish in the form of a large post-trial judgment in a case seeking dissolution and derivative damages on behalf of two out-of-state entities formed to operate defunct Ramsay restaurant "The Fat Cow."

  • SCPA 2103 Proceedings – A Fiduciary’s Right to Commence a Licensed Fishing Expedition

    A discovery proceeding pursuant to SCPA 2103 may be commenced by any legal representative of the estate, including a preliminary executor or a temporary administrator. Ed Baker provides an overview of these proceedings in our latest post.

  • Principles of Fiduciary Deference: The Business Judgment Rule and Exculpatory Clauses

    In this week's New York Business Divorce, read about the latest chapter in a long-running litigation saga between the son and daughter of artist Peter Max fighting for control of their family-owned corporation.

  • Equitable Standing in Shareholder Derivative Suit Bows to the Contemporaneous Ownership Rule

    A plaintiff's "equitable standing" to bring a shareholder derivative action is hardly a common issue in litigation of the sort, which makes all the more interesting last week's decision by the Delaware Court of Chancery rejecting a plaintiff's attempt to bypass the contemporaneous ownership rule. Read more in this week's New York Business Divorce.

  • New York State Adopts New Law Governing Public Meetings by Videoconference

    As part of the 2022 adopted State Budget, the New York State Legislature amended the Open Meetings Law (Public Officers Law § 100, et seq.) to authorize public bodies to conduct meetings using videoconference technology through June 30, 2024.  Videoconferencing was commonly used by public bodies during the pandemic because the public was prohibited from...

  • New York State Adopts New Law Governing Public Meetings by Videoconference

    As part of the 2022 adopted State Budget, the New York State Legislature amended the Open Meetings Law (Public Officers Law § 100, et seq.) to authorize public bodies to conduct meetings using videoconference technology through June 30, 2024.  Videoconferencing was commonly used by public bodies during the pandemic because the public was prohibited from...

  • Narrow Escape of Expedited Judgment Under CPLR 3213 Due to Ambiguous Guaranty

    As readers of this blog are aware—click here, here, here, and here for related posts—the CPLR 3213 motion for summary judgment in lieu of complaint can be a powerful tool to secure an expedited judgment, “meld[ing] pleading and motion practice into one step, allowing a summary judgment motion to be made before issue [is] joined.” ...

  • Third Department Examines In Terrorem Clause

    The recent opinion by the Appellate Division, Third Department, in In re Strom Irrevocable Trust III, 2022 NY Slip Op 01356, provides a cautionary tale to estate litigators who conduct SCPA 1404 examinations in the face of a trust instrument’s in terrorem clause. While in terrorem clauses are strictly construed, the Appellate Division found that the subject clause had been triggered as a result...

  • The Evidenceless Petition to Dissolve

    In this week's New York Business Divorce, learn the tough lesson for the dissolution petitioner who states sufficient grounds to dissolve but fails to prove it with evidence accompanying the petition.

  • Appellate Division Addresses the Removal of a Fiduciary

    While the removal of a fiduciary has long been the subject of Surrogate’s Court opinions, it is not often that the Appellate Division weighs in on the issue. However, in Matter of Epstein, the Second Department did just that, and issued an opinion that serves as an important guidepost for the kind of conduct that warrants removal. Ilene Cooper discusses the decision in our latest post.

  • A New(ish) Face in the Bronx County Commercial Division

    The Commercial Division in Bronx County hasn’t been around all that long, opening its doors for adjudication in September 2019 with its very first case, Manhattan Beer Distributers LLC v Biagio Cru and Estate Wines, LLC.  Justice Eddie McShan was the first to preside over the ComDiv in Bronx County and remained in that position...

  • Corporate Oppression Doctrine Meets Sex Discrimination: A Conversation with Professor Meredith Miller

    This week's post introduces the latest episode of the Business Divorce Roundtable podcast, featuring an interview with Professor Meredith Miller of Touro Law Center discussing her recent law review article entitled Challenging Gender Discrimination in Closely Held Firms: The Hope and Hazard of Corporate Oppression Doctrine. Please give it a listen!

  • How Small is Too Small of a Lot? Limits on Area Variances for Subdivisions

    When requesting deviation from setback minimums or minimum lot size requirements, a developer must request an area variance. Even if the lots are zoned residential and the developer only wants to build a single-family residence, there is no guarantee that a Zoning Board of Appeals will allow deviations and grant an area variance, as in...

  • Inside the Merger Agreement between Elon Musk and Twitter

    In what seems like one of the speediest transaction processes ever for a deal of its size, Twitter agreed on April 25, 2022 to be acquired by Elon Musk for $54.20 per share or about $44 billion.  It all started with Musk disclosing on April 4 that he had taken a 9.2% stake in Twitter, followed...

  • Binding Nonsignatories to Arbitration Agreements

    In this week's New York Business Divorce, read about a beleaguered plaintiff stuck between a rock and a hard place, with some claims arbitrable, but others not.

  • It’s Time to Address Sex Discrimination Against Women Owners of Closely Held Companies, Say These Two Law Professors

    This week's New York Business Divorce highlights two thought-provoking law review articles by Professors Meredith Miller and Ann Lipton making the case for expanding common-law doctrine and legislature remedies for discrimination against women owners of closely held business entities.

  • Updates to Commercial Division Rules Concerning Discovery of ESI

    On March 7, 2022, Chief Administrative Judge Lawrence K. Marks signed administrative order amending the commercial division rules to modernize and streamline the rules concerning ESI.

  • A New Stile: First Department Shakes Up the Shareholder Oppression Claim

    A recent First Department decision recognizing a cause of action for shareholder oppression raises big questions in the area of minority shareholders' rights.

  • Passive Aggressive: Unpacking Elon Musk’s Beneficial Ownership Filings Regarding Twitter, Inc.

    Elon Musk’s contentious relationship with the Securities and Exchange Commission is likely to become even more complicated as a result of Mr. Musk’s filings with the Commission to report his recent purchases of shares in Twitter, Inc. On April 4, 2022, Elon Musk filed a Schedule 13G  with the SEC to report his ownership of...

  • Recent Stock Valuation Decisions Reign “Supreme”

    This week's New York Business Divorce treats valuation aficionados to summaries of four recent stock appraisal decisions that made it to the Supreme Court of four different states.

  • An Interesting Tale of New York’s One-Action Rule

    As mortgage loan transactions continue to become increasingly complex, lenders often worry about the remedies they have if borrowers fail to live up to their obligations. In the event of a default, lenders have the choice under New York’s election of remedies statute (RPAPL § 1301 (1)) to either (i) enforce the note and/or guaranty...

  • The Case Settled

    Courts greatly appreciate when parties settle their disputes by agreement. Settlements alleviate the courts of the burden of overwhelming caseloads, and further the public policy of encouraging parties to order their affairs by contract rather than relying on statute and common law. As the Surrogate’s Court recently reiterated in Matter of Eckert, “stipulations of settlement...

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