On March 29, 2023, the SEC-promulgated exemption from securities broker registration for qualifying mergers and acquisitions transactions became effective. Click here [M&A Broker Exemption
The courts are coming, the courts are coming… Noncompetes are under attack!
Recently, there have been myriad developments that seem like an attack on the enforceability of noncompete clauses in contracts--not only in the context of employment, but also in the context of partnership arrangements and post-closing M&A deals.
Typically, noncompete clauses are included in various types of contracts that govern...
Blog Series: An Ounce of Precision in Contracts – Dispute Resolution
***This blog posting is one in a series that we anticipate posting specifically regarding the importance of spending additional time to carefully review and to write--with precision--the various clauses in business documents in general, and specifically in contracts.***
In FFS Data Corp. v. The OLB...
When the tail wags the dog . . . Accountants have a fiduciary duty to their clients (sometimes)
In Gerzog v. Goldfarb, 206 A.D.3d 554, 171 N.Y.S.3d 477, 2022 N.Y. Slip Op. 4120 (N.Y. App. Div. 2022), the Court found that an accountant owes a fiduciary duty to a client if the accountant knew of and concealed illegal acts and diversions of funds by one partner of the client (partnership)...
A Forum Selection Clause in Entity Resolutions? Not Necessary! Think again . . . A NY Court disagrees.
In Meltzer v. Kentucky Hi Tech Greenhouses LLC, 2023 N.Y. Misc. LEXIS 160, the Manager of a Kentucky LLC filed a lawsuit in New York against the LLC to recover unpaid wages purportedly owed to the Manager by the Kentucky LLC. The LLC moved to dismiss the lawsuit...
Business intermediary’s mistake in the NDA that it signed with the Buyer (on behalf of the Seller) is not actionable by the Seller against the Buyer.
In Protégé Biomedical, LLC v. Duff & Phelps Securities, LLC, et al., the business seller disclosed confidential information on a telephone call with a prospective buyer corporation. Instead of purchasing the seller's business, the prospective buyer corporation used the seller's confidential information to create its own competing product.
FinCEN Issues Final Rule for Beneficial Ownership Reporting
FinCEN issued its final rules pertaining to beneficial ownership reporting under the Corporate Transparency Act.
Summary judgment in lieu of complaint (per CPLR 3213) is not appropriate for a guaranty that requires payment and performance.
In Bank of America, N.A. v. Filho (N.Y. Sup. Ct. Index No. 654603/2019), the Court held that CPLR 3213 allows summary judgment in lieu of complaint only if the claim is based on instruments for the payment of money only. Thus, an instrument, such as a personal guarantee...
But that is now how we normally do it . . . Too bad . . . The LLC Operating Agreement prevails!
A minority owner of an LLC prevailed against the majority owners who tried to dilute the minority owner's percentage ownership of the LLC by issuing additional membership interests without the minority owner's approval.
In Lengyel-Fushimi v. Bellis (Kings Supt. Ct. Index No. 512764/2021), the Court held that a...
Lack of Due Diligence and Awareness of Risks Irrelevant if Claim is for Fraudulent Inducement
In BRL Hampton Rd. LLC v Ashley Heather, et. al., 2022 NY Slip Op 30039(U), the Court granted summary judgment against the party that defaulted on a construction loan even though the lender failed to conduct due diligence, was aware of the risks with a startup, and was the one who offered...