Person Who Acquired Ownership LLC Interest did not Also Become Member or Have Standing to Bring Derivative Action
Commercial Case Notes / Corporations / Derivative Actions

Person Who Acquired Ownership LLC Interest did not Also Become Member or Have Standing to Bring Derivative Action

On November 26, 2025, the Second Department issued a decision in Kober v. Nestampower, 2025 NY Slip Op. 06609, holding that a person who acquired an ownership interest in a limited liability company did not also become a member or have standing to bring a derivative action . . . Continue reading Person Who Acquired Ownership LLC Interest did not Also Become Member or Have Standing to Bring Derivative Action

Under Internal Affairs Doctrine, Accounting Under New York Law Not Available for Caymans Entity
Commercial Case Notes / Corporations

Under Internal Affairs Doctrine, Accounting Under New York Law Not Available for Caymans Entity

On October 7, 2025, Justice Jamieson of the Westchester County Commercial Division issued a decision in Guang Huang v. Jingjing Zhou, 2025 NY Slip Op. 51696(U), holding that under the internal affairs doctrine, an accounting under New York law was unavailable in an action relating to a Caymans entity . . . Continue reading Under Internal Affairs Doctrine, Accounting Under New York Law Not Available for Caymans Entity

Agreement Does Not Result in Forfeiture Because Agreement Did Not Clearly Provide for It
Commercial Case Notes / Contracts / Corporations

Agreement Does Not Result in Forfeiture Because Agreement Did Not Clearly Provide for It

On May 29, 2025, the First Department issued a decision in Martin v. William & Cindy Abrams Family Trust, 2025 NY Slip Op. 03253, holding that an agreement did not provide for the forfeiture of an ownership interest in a corporation because it did not clearly provide for it . . . Continue reading Agreement Does Not Result in Forfeiture Because Agreement Did Not Clearly Provide for It

That Corporate Landlord was in Real Estate Business did not Mean That BCL 909 did not Govern Sale of Substantially All its Property
Business Divorce / Commercial Case Notes / Corporations

That Corporate Landlord was in Real Estate Business did not Mean That BCL 909 did not Govern Sale of Substantially All its Property

On December 10, 2024, the First Department issued a decision in Haruvi v. Hungerford, 2024 NY Slip Op. 06154, holding that fact that corporate landlord was in real estate business did not mean that BCL 909 did not govern the sale of substantially all of its real estate assets . . . Continue reading That Corporate Landlord was in Real Estate Business did not Mean That BCL 909 did not Govern Sale of Substantially All its Property

Bringing a Lawsuit in New York is not Doing Business Here for Purposes of LLC Law 802 and 808 or BCL 1312
Commercial Case Notes / Corporations / Court Rules and Procedures / Standing

Bringing a Lawsuit in New York is not Doing Business Here for Purposes of LLC Law 802 and 808 or BCL 1312

On November 25, 2024, Justice Patel of the New York County Commercial Division issued a decision in OCFBrook Holdings, LLC v. TKS Brooklyn Ctr. Holding, LLC, 2024 NY Slip Op. 51611(U), holding that bringing a lawsuit in New York is not doing business here for purposes of LLC Law 802 and 808 or BCL 1312 . . . Continue reading Bringing a Lawsuit in New York is not Doing Business Here for Purposes of LLC Law 802 and 808 or BCL 1312

Where Corporation’s Operating Agreement Required Shareholder Consent to Take Legal Action, Shareholder Could Block it From Answering Lawsuit by that Shareholder Against the Corporation
Commercial Case Notes / Corporations

Where Corporation’s Operating Agreement Required Shareholder Consent to Take Legal Action, Shareholder Could Block it From Answering Lawsuit by that Shareholder Against the Corporation

On November 6, 2024, Justice Ruchelsman of the Kings County Commercial Division issued a decision in 2351 Bedford Holding, LLC v. Flatbush Funding LLC, 2024 NY Slip Op. 33984(U), holding that where an operating agreement required majority consent of the shareholders to take legal action, a shareholder could block the corporation for answering a lawsuit brought by that shareholder against the corporation . . . Continue reading Where Corporation’s Operating Agreement Required Shareholder Consent to Take Legal Action, Shareholder Could Block it From Answering Lawsuit by that Shareholder Against the Corporation

Substantive Law of Company’s Place of Incorporation Presumptively Applies to Claims Arising from its Internal Affairs
Commercial Case Notes / Corporations / Fiduciaries

Substantive Law of Company’s Place of Incorporation Presumptively Applies to Claims Arising from its Internal Affairs

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 the substantive law of a company’s place of incorporation presumptively applies to causes of action arising from its internal affairs . . . Continue reading Substantive Law of Company’s Place of Incorporation Presumptively Applies to Claims Arising from its Internal Affairs

Defendant That Has Dealt With an Entity as a Corporation Cannot Avoid Obligations to it Because it Was Not Properly Incorporated
Commercial Case Notes / Corporations / Standing

Defendant That Has Dealt With an Entity as a Corporation Cannot Avoid Obligations to it Because it Was Not Properly Incorporated

On April 3, 2024, the Second Department issued a decision in Teva Realty, LLC v. Cornaga Holding Corp., 2024 NY Slip Op. 01833, holding that a defendant that dealt with an entity as a corporation cannot avoid its obligations to is because it was not properly incorporated . . . Continue reading Defendant That Has Dealt With an Entity as a Corporation Cannot Avoid Obligations to it Because it Was Not Properly Incorporated