Corporations – Lundin PLLC

New York Court Has Jurisdiction to Decide Ownership Dispute Under Delaware General Corporation Law 205

On September 5, 2023, Justice Cohen of the New York County Commercial Division issued a decision in Owen v. Array US, Inc., 2023 NY Slip Op, 33056(U), holding that a New York court has jurisdiction to decide a stock ownership dispute under Delaware General Corporation Law Section 205 . . . Continue reading New York Court Has Jurisdiction to Decide Ownership Dispute Under Delaware General Corporation Law 205

Commercial Case Notes / Corporations

Corporate Officers May be Held Liable for Torts Committed in the Course of Their Duties

On August 9, 2023, the Second Department issued a decision in Gold v. 22 St. Felix, LLC, 2023 NY Slip Op. 04194, holding that corporate officers may be held liable for torts committed in the course of their duties . . . Continue reading Corporate Officers May be Held Liable for Torts Committed in the Course of Their Duties

Commercial Case Notes / Corporations / Standing

Dissolved Corporation Can Still be Sued and Defend Itself

On July 31, 2023, Justice Reed of the New York County Commercial Division issued a decision in Clingerman v. Ali, 2023 NY Slip Op. 23237, holding that a dissolved corporation can still be sued and defend itself . . . Continue reading Dissolved Corporation Can Still be Sued and Defend Itself

Commercial Case Notes / Corporations / Discovery/Disclosure

Common Law Demand to Inspect Books and Records Cannot Be Used to Obtain Discovery for Use in Litigation

On July 11, 2023, Justice Masley of the New York County Commercial Division issued a decision in Burden v. General Elec. Co., 2023 NY Slip Op. 32365(U), holding that a demand for inspection of books and records made under the common law cannot be used to obtain discovery for use in litigation . . . Continue reading Common Law Demand to Inspect Books and Records Cannot Be Used to Obtain Discovery for Use in Litigation

Commercial Case Notes / Corporations

In Second Department, Equitable Accounting Not Available Without Misconduct

On May 18, 2023, Justice Ruchelsman of the Kings County Commercial Division issued a decision in Yampolsky v. Tsaryuk, 2023 NY Slip Op. 31692(U), holding that in the Second Department, an equitable accounting was not available without a finding of the defendant’s misconduct . . . Continue reading In Second Department, Equitable Accounting Not Available Without Misconduct

Commercial Case Notes / Corporations

Common Law Books and Records Claim Survives Despite Failure Properly to Bring Statutory Claim

On April 12, 2023, Justice Chan of the New York County Commercial Division issued a decision in Hafeez v. American Express Co., 2023 NY Slip Op. 31273(U), upholding a common law claim to inspect a corporation’s books and records despite the plaintiff’s failure properly to bring a statutory action to inspect books and records . . . Continue reading Common Law Books and Records Claim Survives Despite Failure Properly to Bring Statutory Claim

Commercial Case Notes / Corporations

Director Can Be Liable for Waste Even in the Absence of Negligence or Personal Benefit

On January 13, 2023, Justice Masley of the New York County Commercial Division issued a decision in MacArthur v. Doeblin, 2023 NY Slip Op. 30182(U), holding that a director can be liable for waste even in the absence of negligence or personal benefit . . . Continue reading Director Can Be Liable for Waste Even in the Absence of Negligence or Personal Benefit

Commercial Case Notes / Corporations / Court Rules and Procedures

Doing One Transaction in New York Not Doing Business for Purposes of BCL 1312 Registration Requirement

On January 6, 2023, Justice Reed of the New York County Commercial Division issued a decision in Dragons 516 Ltd. v. Knights Genesis Inv. Ltd., 2023 NY Slip Op. 50020(U), holding that doing one transaction in New York does not constitute doing business in New York for the purposes of BCL 1312’s registration requirement . . . Continue reading Doing One Transaction in New York Not Doing Business for Purposes of BCL 1312 Registration Requirement

Commercial Case Notes / Corporations / Fiduciaries

Directors Who Set Their Own Compensation Must Show That the Compensation is Fair to the Corporation

On October 4, 2022, Justice Cohen of the New York County Commercial Division issued a decision in Pinto v. Schinitsky, 2022 NY Slip Op. 33360(U), holding that directors who set their own compensation must show that the compensation is fair to the corporation . . . Continue reading Directors Who Set Their Own Compensation Must Show That the Compensation is Fair to the Corporation

Business Divorce / Commercial Case Notes / Corporations / Evidence

Tax Filings Are Evidence, but not Proof, of LLC Membership

On August 3, 2022, Justice Crane of the New York County Commercial Division issued a decision in Lotwala v. Dhabuwala, 2022 NY Slip Op. 32639(U), holding that tax filings were evidence, but not proof, of membership in an LLC . . . Continue reading Tax Filings Are Evidence, but not Proof, of LLC Membership

Category: Corporations

New York Court Has Jurisdiction to Decide Ownership Dispute Under Delaware General Corporation Law 205

Corporate Officers May be Held Liable for Torts Committed in the Course of Their Duties

Dissolved Corporation Can Still be Sued and Defend Itself

Common Law Demand to Inspect Books and Records Cannot Be Used to Obtain Discovery for Use in Litigation

In Second Department, Equitable Accounting Not Available Without Misconduct

Common Law Books and Records Claim Survives Despite Failure Properly to Bring Statutory Claim

Director Can Be Liable for Waste Even in the Absence of Negligence or Personal Benefit

Doing One Transaction in New York Not Doing Business for Purposes of BCL 1312 Registration Requirement

Directors Who Set Their Own Compensation Must Show That the Compensation is Fair to the Corporation

Tax Filings Are Evidence, but not Proof, of LLC Membership

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