On January 1, 2024, Justice Masley of the New York County Commercial Division issued a decision in Mule v. Sillerman, 2024 NY Slip Op. 30002(U), analyzing an entrenchment claim under Delaware law . . . Continue reading Court Analyzes Entrenchment Claim
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
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
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
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
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
