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...
$175M suit accuses BigLaw firm of ‘critical drafting errors’ and ‘sloppy and imprecise’ contract language (ABA re-print)
https://www.abajournal.com/news/article/175m-suit-accuses-biglaw-firm-of-critical-drafting-errors-and-sloppy-and-imprecise-contract-language
Ten Things to Know about the U.S. Committee on Foreign Investment in the U.S. (ABA re-print)
M&A Broker licensing exemption replaces SEC No-Action Letters
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...