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

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

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

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

Shareholders May Require Unanimous Consent to Amend Certificate of Incorporation Even Though BCL Requires Only Majority Consent
Commercial Case Notes / Corporations

Shareholders May Require Unanimous Consent to Amend Certificate of Incorporation Even Though BCL Requires Only Majority Consent

On August 4, 2022, the Fourth Department issued a decision in Salansky v. Empric, 2022 NY Slip Op. 04844, holding that shareholders may require unanimous consent to amend a certificate of incorporation even though the BCL requires only majority consent . . . Continue reading Shareholders May Require Unanimous Consent to Amend Certificate of Incorporation Even Though BCL Requires Only Majority Consent

Individuals May Not Define Their Rights vis-a-vis Each Other as a Partnership While Holding Their Business Out to the Public as a Corporation
Commercial Case Notes / Corporations / Partnerships

Individuals May Not Define Their Rights vis-a-vis Each Other as a Partnership While Holding Their Business Out to the Public as a Corporation

On March 1, 2022, Justice Emerson of the Suffolk County Commercial Division issued a decision in Fritch v. Bron, 2022 NY Slip Op. 50165(U), explaining that individuals may not operate their business and define their rights vis-a-vis each other as partners while concurrently holding the business out to the general public as a corporation . . . Continue reading Individuals May Not Define Their Rights vis-a-vis Each Other as a Partnership While Holding Their Business Out to the Public as a Corporation