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Typically, a court will invoke the mootness doctrine when circumstances change in a way that prevents the court from rendering a decision that effectively resolves an actual controversy.

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.

Welcome to the 13th annual edition of Summer Shorts. This year's edition features brief commentary on five recent decisions by New York courts in a variety of business divorce cases...

One of the ongoing goals of the New York State Office of Court Administration ("OCA") is to periodically update and refine the jurisdictional criteria for the Commercial Division...

The first warehouses in the U.S. rose from the ground in the second half of the nineteenth century.

The Securities and Exchange Commission recently brought its first two enforcement actions against issuers of non-fungible tokens (NFTs), resulting in cease-and-desist orders...

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...

On June 18, 2025, Justice Andrew Borrok of the Manhattan Commercial Division issued a post-trial decision in IGC 444 Park LLC et al. v. 444 PAS Restaurant Associates LLC et al., finding individual defendant...

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.

Some years ago, the question whether New York courts have subject matter jurisdiction over petitions to dissolve foreign business entities garnered much interest amongst business divorce lawyers and on this blog.

Before 2013, issuers were prohibited from using any means of general solicitation or advertising when raising capital in the private markets.

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.

The demand for mobile devices and our increasing reliance on them in our everyday lives has brought with it the proliferation of "cell phone towers." What were at one time novel structures...

Early-stage startup financings have long reflected a tension between transactional efficiency and legal precision.

Philosophers have often asked, "If a tree falls in the forest and no one is around to hear it, does it make a sound?" Earlier this year, in In the Matter of Rosbaugh v. Town of Lodi...

If 2025 saw an increase in New York courts' willingness to favorably consider whether deadlock between members is, standing alone, sufficient grounds for judicial dissolution of LLCs...

I've noticed over the many years since this blog's launch a disproportionate number of posts concerning disputes among restaurant co-owners.

Most ECVC lawyers can recite from memory the basic architecture of venture anti-dilution protection. The standard NVCA formulation adjusts downward the conversion price of preferred stock when the company issues...