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
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
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
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
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
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
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
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
On February 8, 2022, the First Department issued a decision in Board of Mgrs. of the Alfred Condominium v. Miller, 2022 NY Slip Op. 00808, holding that corporate directors and officers can be held liable for a tort committed by the corporation . . . Continue reading Corporate Officer or Director Can Be Liable for The Corporation’s Tort
On December 14, 2021, Justice Platkin of the Albany County Commercial Division issued a decision in Galasso v. Cobleskill Stone Prods., Inc., 2021 NY Slip Op. 51190(U), holding that the common law right of inspection cannot be used to circumvent limitations on the scope or timing of disclosure in pending litigation . . . Continue reading Common Law Right to Inspect Books and Records Cannot be Used to Supplement Discovery in Litigation
