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Posts Categorized: Corporations

Posted: February 7, 2017

First Department Expands Factors Governing Approval of Nonmonetary Class Action Settlements

On February 2, 2017, the First Department issued a decision in Gordon v. Verizon Communications, Inc., 2017 NY Slip Op. 00742, expanding the list of factors governing approval of nonmonetary factors governing approval of nonmonetary class action settlements. Gordon involved a nonmonetary class action settlement. As the First Department explained: The rise of nonmonetary class… Read more »

Posted: January 4, 2017

Absent Fraud, Board’s Judgment as to Value of Consideration Received for Shares is Conclusive

On December 28, 2016, the Second Department issued a decision in KNET, Inc. v. Ruocco, 2016 NY Slip Op. 08853, reversing a grant of summary judgment and holding that there were questions of fact regarding whether a board’s issue of shares was improper, explaining: The court invalidated all but 500,000 of the shares of Interceptor… Read more »

Posted: October 19, 2016

Shareholders Had Common-Law Right to Inspect Books and Records of Corporate Subsidiary

On October 11, 2016, the First Department issued a decision in Matter of Pokoik v. 575 Realties, Inc., 2016 NY Slip Op. 06648, holding that shareholders had a common-law right to inspect the books and records of a subsidiary, explaining: Under New York law, shareholders have both statutory and common-law rights to inspect a corporation’s… Read more »

Posted: August 29, 2016

When Corporate Dissolution is Annulled it Retroactively Validates Contracts

On August 19, 2016, Justice Kornreich of the New York County Commercial Division issued a decision in 115 W. 27th St. Associates LLC v. Perez, 2016 NY Slip Op. 31588(U), holding that a corporate officer that conducted business in the name of the corporation after it was dissolved was shielded from liability by annulling the… Read more »

Posted: July 2, 2016

Officers of Dissolved Corporation Held Individually Liable for Post-Dissolution Debts

On June 23, 2016, the First Department issued a decision in Indigo Secured High Income Note, Ltd. v. HCI Secured Medical Receivables Special Purpose Corp., 2016 NY Slip Op. 05044, affirming a judgment holding officers of a dissolved corporation liable for its obligations, explaining: The motion court correctly determined that defendants Nitsberg and Health Capital… Read more »

Posted: June 2, 2016

Client Q&A: I Bought a Business and the Seller’s Representations Have Turned Out to be False

My company acquired another company. The seller made representations regarding the company’s finances that turned out not to be true. What can we do? By John M. Lundin Something that is litigated with surprising frequency is the situation where the seller of a company makes representations regarding something–typically the financial condition and assets of the… Read more »