Implicit in every contract is a covenant of good faith and fair dealing. New York Univ. v. Continental Ins. Co., 87 N.Y.2d 308, 318 (1995). “The covenant is breached where …
Previously, this Blog considered the rules for judicial dissolution of a limited liability company (“LLC”). Here. A brief reminder follows below. Under Section 702 of New York’s Limited Liability Company …
The foundation of virtually every business and commercial transaction is a contract. Indeed, it is hard to imagine any transaction for the purchase or sale of goods, the merger or …
Although courts will pierce the corporate veil “to prevent fraud or achieve equity,” Morris v. N.Y. State Department of Taxation & Finance, 82 N.Y.2d 135, 140 (1993) (quoting Int’l Aircraft …
Since his retirement, former Mets and Phillies outfielder, Lenny Dykstra (“Dykstra”), has been involved in many civil and criminal proceedings. Recently, for example, Dykstra was sued by Noah Scheinmann (“Scheinmann”), …
Attorneys are often asked whether an oral agreement is enforceable. Most will say that the answer depends on the law and the facts surrounding the agreement. As an initial matter, …
The limited liability company (“LLC”) is a relatively new business form that combines features of a corporation (a separate legal entity and limited liability) and those of a partnership (pass-through …
The New York Department of Financial Services’ (“DFS”) cybersecurity regulations became effective March 1, 2017, but the rules are slated to be phased in on a rolling basis 180 days …
Your client is engaged in negotiations to sell his company’s widgets in a purchase and sale transaction. After months of negotiations, the parties verbally agree to the salient terms of …
Over the past few weeks, this Blog has explored the advantages and disadvantages of forming a limited liability company (“LLC”), as well as the fiduciary obligations of non-managing members in …
