Derivative Standing and Personal Animus: How Much Acrimony is Enough?
- Oct 10 2018
A shareholder’s derivative action is a lawsuit “brought in the right of a … corporation to procure a judgment in its favor, by a holder of shares or of voting …
Posts Tagged ‘ Business Litigation ’
Court Holds Common Interest Agreement Covers Privileged Documents Predating the Litigation
- Sep 19 2018
Last month, this Blog examined the common interest exception to the attorney-client privilege. (Here.) As discussed in that post, the presence of a third party will not destroy a claim …
Two Recent Second Department Cases Remind Us That Business Entities Should Keep Up-To-Date Mailing Addresses On File With The Secretary Of State
- Sep 14 2018
If a domestic or authorized foreign corporation is named as a defendant in a lawsuit pending in New York, section 306 of New York’s Business Corporation Law permits service of …
When Dissolution under BCL § 1104-a is Unavailable, Common Law Dissolution May Do the Trick
- Sep 12 2018
The History of Common Law Dissolution Judicial dissolution of a corporation at the request of a minority shareholder “is a remedy of relatively recent vintage in New York.” Matter of …
Court Reinforces the Fact that Judicial Dissolution of an LLC is Not Easy
- Sep 10 2018
This Blog has written about judicial dissolution under Limited Liability Company Law (“LLCL”) § 702 many times over the past year or so. (E.g., here, here and here.) A common theme that runs …
Letter Agreement Found Binding and Enforceable Notwithstanding Reference That It Was Subject to A More Formal Writing in The Future
- Aug 29 2018
This Blog has previously written about the enforceability of informal agreements. (Here, here, here, and here.) In that regard, we have noted that an exchange of term sheets, memoranda of …
Court Finds Minority Shareholder Lacks Standing to Seek Deadlock Dissolution Under the BCL
- Aug 27 2018
This Blog has written about cases involving disputes between members of a limited liability company (“LLC”) in which resolution of the matter would be governed by an operating agreement if …
When is a Contract Impossible to Perform? Under New York Law, Rarely
- Aug 13 2018
There are times when a party to a contract wants to be excused from the obligations set forth in their agreement. Under New York, the circumstances under which a court …
Agritech, Inc. v. Resh: U.S. Supreme Court Holds Equitable Tolling Not Applicable to the Filing of Successive Class Actions
- Jun 18 2018
On June 11, 2018, the United States Supreme Court held that the filing of a putative class action equitably tolls the limitations period for absent class members to file individual …
Court Finds Conflicting Inferences And Credibility Issues Too Great To Satisfy Summary Judgment Burden
- May 30 2018
When a complaint is served and filed, a defendant can respond to the pleading in many ways. For example, he/she can answer the complaint or file a motion to dismiss. …
