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June 26, 2024
Internal-Affairs Doctrine Presumptively Applies, But Presumption Rebutted When New York Has Dominant Interest in Applying Its Own Law
Written by:
Jeffrey M. Eilender, Thomas A. Kissane, Samuel L. Butt, Joshua Wurtzel, Channing J. Turner
On May 23, 2024, the Court of Appeals issued a decision in Eccles v. Shamrock Capital Advisors, LLC, 2024 NY Slip Op 02841, holding that, while the substantive law of a company's place of incorporation presumptively applies to causes of action arising from its internal affairs, this presumption can be rebutted when (i) the interest of the place of incorporation is minimal, and (ii) New York has a "dominant interest" in applying its own substantive law, explaining: Read More
November 14, 2022
Owners' Domination and Abuse of Entity to Perpetrate a Wrong or Injustice on Plaintiffs Sufficient to Pierce Corporate Veil
Written by:
Jeffrey M. Eilender, Thomas A. Kissane, Samuel L. Butt, Joshua Wurtzel, Channing J. Turner
On November 2, 2022, the Second Department issued a decision in F&R Goldfish Corp. v. Furleiter, 2022 N.Y. Slip Op. 06112, holding that plaintiffs alleged facts sufficient to pierce the corporate veil, explaining: Read More
April 25, 2022
Contract with Corporation Precludes Unjust Enrichment Claim Against Corporation's Principal
Written by:
Jeffrey M. Eilender, Thomas A. Kissane, Samuel L. Butt, Joshua Wurtzel, Channing J. Turner
On March 11, 2022, in Salesmark Ventures, LLC v. Singh, 2022 NY Slip. Op. 30836, Justice Joel M. Cohen granted defendant’s motion to dismiss a claim of unjust enrichment against the defendant corporation’s principal. Read More
December 26, 2020
Restrictions on Stock Transfer in Corporate By-Laws Did Not Bar Transfer By Will
On December 11, 2020, Justice Emerson of the Suffolk County Commercial Division issued a decision in… Read More
February 16, 2020
Deceased Partner's Estate Does Not Have Standing to Seek Limited Partnership's Dissolution
On February 5, 2020, Justice Borrok of the New York County Commercial Division issued a decision in … Read More
January 2, 2020
Corporate Officer May be Held Liable for Corporation's Tort in Which the Officer Participated
On December 20, 2019, the Fourth Department issued a decision in Canandaigua Natl. Bank & Trust … Read More
October 25, 2019
Corporate Waste Claim Defeated by Business Judgment Rule
On October 9, 2019, the Second Department issued a decision in Witty v. Wallace, 2019 NY Slip Op. 07… Read More
September 20, 2019
Shareholder Agreement Provision Requiring Shareholders and Corporation to Agree on Shareholder's Compensation Unenforceably Vague
On September 11, 2019, the Second Department issued a decision in Osborne v. Williamson Law Book Co.… Read More
February 26, 2019
Dissolved Corporation Can Bring Claim as Part of its Winding Up
On February 8, 2019, Justice Borrok of the New York County Commercial Division issued a decision in … Read More
December 22, 2017
General Provisions of Delaware LLC Law Do Not Trump Specific Provisions of LLC Agreement
On December 14, 2017, the First Department issued a decision in Estate of Calderwood v. ACE Group In… Read More
September 17, 2017
Manager of Delaware LLC Must Exercise Rights Granted to it in Good Faith
On September 8, 2017, Justice Scarpulla of the New York County Commercial Division issued a decision… Read More
August 4, 2017
Request for Indemnification Under BCL Denied on Procedural Grounds
On July 13, 2017, Justice Emerson of the Suffolk County Commercial Division issued a decision in Fed… Read More
June 20, 2017
Dissolved Corporation May Sue or be Sued Until its Affairs are Fully Adjusted
On June 14, 2017, the Second Department issued a decision in Greater Bright Light Home Care Services… Read More
May 29, 2017
25% Owner of Corporation Not Entitled to Dissolution
On May 17, 2017, Justice Ash of the Kings County Commercial Division issued a decision in Matter of … Read More
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… Read More
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 … Read More
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… Read More
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 i… Read More
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.… Read More
May 16, 2016
Going-Private Mergers Subject to Business Judgment Rule So Long As Shareholders Protected
On May 5, 2016, the Court of Appeals issued a decision in Matter of Kenneth Cole Products, Inc., 201… Read More
