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  • Article

    Parting The Crypto Sea: Ripple's XRP Ruled To Be A Security When Sold To Private Investors, But Not When Sold On An Exchange

    Judge Analisa Torres' greatly anticipated Orderin the SEC's lawsuit against Ripple is a split decision. The Order basically finds that Ripple's digital token XRP is a security when sold privately...
    United StatesTechnology
    Farrell Fritz
    Farrell Fritz
  • Article

    Mere Assignment Of An LLC Membership Interest Does Not Make You A Member

    Legal missteps, misconceived strategies, and big losses provide the inspiration we need to keep informing and entertaining ourselves...
    United StatesCorporate/Commercial Law
    Farrell Fritz
    Farrell Fritz
Article

Summer Shorts: Judicial Dissolution Meets The Dead Man’s Statute, And Other Recent Decisions Of Interest

This edition of Summer Shorts examines three recent New York business divorce decisions: whether the Dead Man's Statute bars an executor's reliance on a decedent's verified dissolution petition, the dismissal of a derivative claim despite strong liability showing due to inadequate damages proof, and an unsuccessful attempt to impose fiduciary duties on non-managing LLC members.
United StatesCorporate/Commercial Law
Farrell Fritz
Farrell Fritz
  • Article

    Take The Business Divorce Pop Quiz!

    It's been many years since our last pop quiz for all you business divorce aficionados. Time for another. See how many you get right before you read the answers...
    United StatesCorporate/Commercial Law
    Farrell Fritz
    Farrell Fritz
  • Article

    Designing A Smarter Post-Termination Option Exercise Window: Lessons From Coinbase, Pinterest And Quora

    When employees leave a startup, they typically have just 90 days to exercise their vested stock options or lose them forever—a deadline that can force departing team members to forfeit equity they genuinely earned if they cannot afford the exercise price and tax bill. Some high-profile companies have responded by extending this window to seven or even ten years, but does this employee-friendly gesture create unintended consequences for cap tables, tax treatment, and the employees who stay?
    United StatesEmployment and HR
    Farrell Fritz
    Farrell Fritz
  • Article

    From "Dissipation" To Denial: Why Threats Of Lost Funds Are Not Enough For An Injunction

    Under CPLR 7502(c), a court in "the county in which an arbitration is pending…[is permitted to] entertain an application…for a preliminary injunction in connection with an arbitration...
    United StatesLitigation, Mediation & Arbitration
    Farrell Fritz
    Farrell Fritz
  • Article

    "Draft Dodging": Approving "Nearly Final" Merger Agreement Becomes Dangerous In Delaware

    The board of directors of any Delaware corporation proposing to merge is required under Delaware law to adopt a resolution approving the merger agreement.
    United StatesCorporate/Commercial Law
    Farrell Fritz
    Farrell Fritz
  • Article

    Steal The Show, Face The Consequences: When Stripping A Company’s Assets Becomes A Multimillion-Dollar Fraud

    How far can a CEO go in diverting a company’s most valuable assets to entities controlled by his spouse before the courts call it what it is: fraud? Paley v. Curious Holdings, LLC, 2026 NY Slip Op 50829(U) (Sup Ct NY County May 11, 2026) answers that question.
    United StatesCorporate/Commercial Law
    Farrell Fritz
    Farrell Fritz
  • Article

    Maintaining S Corporation Status: Eligibility Requirements, Termination Risks, And IRS Relief Options

    Closely held corporations typically elect to be treated as S Corporations because doing so allows their shareholders to continue to have the legal benefits of operating in corporate form...
    United StatesCorporate/Commercial Law
    Farrell Fritz
    Farrell Fritz
  • Article

    Private Equity's Plan B: Navigating The Exit Drought With Continuation Funds

    In a typical bull market, private equity sponsors exit out of portfolio assets through IPOs, strategic sales and sponsor-to-sponsor buyouts.
    United StatesCorporate/Commercial Law
    Farrell Fritz
    Farrell Fritz
  • Article

    Court Permits Expert Reports With Disclosure Gaps But Recognizes Limits On Trial Testimony

    My colleague Matt Donovan recently wrote about the requirements of Commercial Division Rule 13(c) and highlighted certain decisions in which expert reports....
    United StatesLitigation, Mediation & Arbitration
    Farrell Fritz
    Farrell Fritz
  • Article

    Tax Structuring For The Purchase/Sale Of An S Corporation Business

    Members of the baby-boomer gener­ation who have reached or passed retirement age continue to divest from their closely-held businesses as part of an overall wealth planning strategy.
    United StatesTax
    Farrell Fritz
    Farrell Fritz
  • Article

    In New York, Are A Decedent’s Survivors Entitled To See The Decedent’s Electronic Communications After The Decedent Dies?

    Recent Surrogate's Court decisions in New York have begun granting access to deceased individuals' electronic communications, marking a potential shift from the restrictive approach courts have taken since 2016.
    United StatesCorporate/Commercial Law
    Farrell Fritz
    Farrell Fritz
  • Article

    Diving Into The Shallow Waters Of New York Law Permitting Elimination Of LLC Managers' Liability For Breach Of Fiduciary Duty

    There's a ton of Delaware caselaw enforcing Section 18-1101 (c) of that state's LLC Act as amended in 2004, authorizing LLC agreements to eliminate the members' and managers' liability...
    United StatesCorporate/Commercial Law
    Farrell Fritz
    Farrell Fritz
  • Article

    Does This California Case Bolster The Argument Against Waiver Of The Right To Seek Judicial Dissolution Of New York LLCs?

    California lawyer and publisher of The LLC Jungle blog, Kevin Brodehl, recently posted about an interesting decision earlier this month by a California intermediate appellate court in a case called Meads v Driggers.
    United StatesCorporate/Commercial Law
    Farrell Fritz
    Farrell Fritz
  • Article

    In Delaware, You Live Or Die Under Your LLC Operating Agreement

    Put on your Member B hat in the following not-so-hypothetical fact pattern...
    United StatesCorporate/Commercial Law
    Farrell Fritz
    Farrell Fritz
  • Article

    Unpacking The (Un)Reasonableness Of Non-Compete Provisions

    New York law generally does not favor non-compete agreements, viewing them as unreasonable restraint of trade.
    United StatesLitigation, Mediation & Arbitration
    Farrell Fritz
    Farrell Fritz
  • Article

    Beyond The Pitch Deck: A Legal Guide To Investor-Side Due Diligence

    Having counseled investors through dozens of venture transactions in New York and beyond, I can say with confidence that due diligence isn’t a checkbox exercise.
    United StatesCorporate/Commercial Law
    Farrell Fritz
    Farrell Fritz
  • Article

    (Minimum Investment) Size Matters, When It Comes To Rule 506(c) Verification

    Before 2013, issuers were prohibited from using any means of general solicitation or advertising when raising capital in the private markets.
    United StatesFinance and Banking
    Farrell Fritz
    Farrell Fritz
  • Article

    Most Favored, Least Understood: The Hidden Costs Of MFN Clauses In SAFEs

    If you’ve raised a pre-seed or seed round in the past few years, you likely did it through a SAFE (Simple Agreement for Future Equity). And if the early investor pushed back on your valuation cap, or you didn’t want to set one yet, you may also have agreed to a “Most Favored Nation” clause, usually called an MFN.
    United StatesFinance and Banking
    Farrell Fritz
    Farrell Fritz
  • Showing 221–240 of 428 results

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