On May 13, 2025, a New York court (Prager Metis CPAs LLC v. Koenig, Index No. 652000/2023) held that the non-compete/client non-solicitation clauses (often referred to as 'restrictive covenants') in a CPA firm's employment contract with its CPA employee were too broad (thus, unreasonable) and, therefore, granted summary judgment (without trial)...
Category: Business Law
A Primer on Capitalization Table (cap table) Math for Start-Ups
Article published in the American Bar Association - Business Law Today
https://businesslawtoday.org/2024/02/understanding-the-basics-of-cap-table-math-in-start-ups
Partnership Agreement formalities . . . technical compliance may outweigh practical compliance
If a contract (particularly a Partnership Agreement or other similar contract, such as an Operating Agreement or a Shareholders Agreement) requires that a particular notice be delivered "by" or "from" the Partnership (or by LLC or the corporation, as the case may be), that notice must clearly identify that it is ...
Promissory Notes and Personal Guaranties – “magic words” satisfy expedited collection under CPLR 3213
One of the benefits of being owed money under a promissory note (and, when applicable, a personal guaranty(ee)), in contrast to being owed money under an ordinary contract, is that the lender can qualify for an expedited procedure for collecting the debt under CPLR 3213. To qualify for CPLR 3213, the instrument...
Delaware Appraisal Rulings Spotlight Growth Assumptions in Expert Valuation Models (ABA article)
https://businesslawtoday.org/2024/04/delaware-appraisal-rulings-spotlight-growth-assumptions-in-expert-valuation-models/?utm_source=newsletter&utm_medium=email&utm_campaign=may24_mibs
When Can the Covenant of Good Faith and Fair Dealing Be Invoked? (ABA article)
https://businesslawtoday.org/2024/02/when-can-the-covenant-of-good-faith-and-fair-dealing-be-invoked
Corporate Transparency Act – Small Business Entity Compliance Guide
FinCEN's guide for small business entities' beneficial ownership reporting requirements.
Contract is enforceable even if the price/fee to be paid is not specific . . . “sufficiently definite” satisfies the required legal standard
In Daiwa Corporate Advisory LLC v. Katapult Group, Inc. (NY County Supreme Court, Index No. 652164/2021), the trial court held that a contract is enforceable where the fees payable were to be “mutually-agreed” based on “customary and . . . similar transactions and practices in the investment banking industry.”
“Willful misconduct”– a commonly used term in contracts does not mean what you think it means
In Manhattan Chrystie St. Dev. Fund LLC v. Witkoff Group LLC (2023 NY Slip Op 50622(U), 2023 N.Y. Misc. LEXIS 3056), a New York trial court analyzed the meaning of the term "willful misconduct" in a commercial contract (specifically, a guaranty) governed by Delaware law.
The trial court generally...
Ten Things to Know about the U.S. Committee on Foreign Investment in the U.S. (ABA re-print)
https://businesslawtoday.org/2023/10/ten-things-a-business-lawyer-should-know-about-the-u-s-committee-on-foreign-investment-in-the-u-s/