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 …
Last November, this Blog discussed the faithless servant doctrine under New York law. (Here.) As explained, the courts have applied the doctrine to a wide variety of misconduct, including, but …
An important part of any litigation is documentary discovery. As any litigant can attest, especially in complex matters, documents form the foundation of discovery plans and strategies, and, more significantly, …
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 …
Last month, this Blog wrote about McGowan v. Clarion Partners, LLC, a decision involving the enforceability of a transaction term sheet. In McGowan, Justice Scarpulla of the New York County, …
In this Blog’s last entry, we discussed the advantages and disadvantages of forming a limited liability company (“LLC”). Today’s entry discusses whether non-managing members of a manager-managed LLC owe fiduciary …
New business owners have many decisions to make when they start a business. Many of these decisions will impact the business for years to come. Among them is the correct …
The enforceability of a covenant not to compete is an issue that commercial and business lawyers often consider in their practice. Sometimes, the issue arises when an employee leaves a …
Last year, the Appellate Division, Second Department, affirmed and modified in part a post-trial judgment against a former minority partner who wrongfully dissolved a general partnership. Congel v. Malfitano, 141 …
