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  • Article

    When Buy-Sell Provisions Collide

    A premature $50 million buyback notice and a hurried $140 million third-party sale collided in the Elie Tahari joint venture, leaving both transactions invalid under New York law's strict enforcement of buy-sell provisions. Justice Patel's decision demonstrates how even carefully negotiated exit mechanisms can fail when parties mistime their execution or deviate from contractual requirements.
    United StatesCorporate/Commercial Law
    Farrell Fritz
    Farrell Fritz
  • Article

    Liquidated Damages Or Unenforceable Penalty?

    Levin Global (sometimes referred to as the “Fund”), is a Chilean entity created in 2011 to serve as a holding company for a group of 15 operating companies that provide consulting...
    GlobalLitigation, Mediation & Arbitration
    Farrell Fritz
    Farrell Fritz
Article

The Bad Faith Defense To Opportunistic Expulsion

Expulsion provisions in partnership and LLC agreements implicate a familiar tension between private ordering and abuse of power.
United StatesCorporate/Commercial Law
Farrell Fritz
Farrell Fritz
  • Article

    Data Center Zoning Fights Are Won Through Engagement, Not Fiat

    As artificial intelligence data centers face mounting public opposition across New York State, developers and municipalities must navigate complex zoning disputes involving environmental concerns, infrastructure strain, and community resistance. This analysis explores strategic approaches for managing contentious AI data center projects, from environmental review processes to public engagement tactics that can transform opposition into productive dialogue.
    United StatesReal Estate and Construction
    Farrell Fritz
    Farrell Fritz
  • Article

    Legal Déjà Vu: The Law Of Preclusion And Re-Litigation Of Standing-Based Dismissals

    Dismissals for lack of standing are routine in business divorce cases. Examples abound on this blog. Litigation over standing to sue takes an outsized role in business divorce cases for many reasons.
    United StatesFinance and Banking
    Farrell Fritz
    Farrell Fritz
  • Article

    Breach Of Fiduciary Duty: A More "Lenient Standard" For Damages?

    If Sisyphus were a judge, he'd be assigned the Fuks case. Fuks began on December 26, 1996. Fire up your mental time machine, travel back in time, and picture what was going on in your life those many years ago.
    United StatesLitigation, Mediation & Arbitration
    Farrell Fritz
    Farrell Fritz
  • Article

    Can Majority-Authorized Action Still Breach Fiduciary Duty?

    Some NYBD posts have staying power. Of the hundreds of posts on this site, my practice brings me back, over and over again, to a handful of familiar favorites.
    United StatesCorporate/Commercial Law
    Farrell Fritz
    Farrell Fritz
  • Article

    One Very Messy LLC Freeze-Out Merger

    Loyal readers of this blog may recall the powerful victory my firm's client won in 2021 in Farro v Schochet, where the Appellate Division...
    United StatesCorporate/Commercial Law
    Farrell Fritz
    Farrell Fritz
  • Article

    Will New York Law Allow For The Electronic Execution Of Wills?

    Under New York's Electronic Signatures and Records Act, a person can electronically sign many types of documents that have legal significance (Technology Law §§ 301, § 304 |– 306).
    United StatesFamily and Matrimonial
    Farrell Fritz
    Farrell Fritz
  • Article

    Cross-Country Valuation Check-Up: Discounts, Buy-Sell Agreements, And Ambiguity Potholes

    While there is tremendous diversity from state to state when it comes to statutory and judge-made law in business divorce cases, business valuation principles...
    United StatesCorporate/Commercial Law
    Farrell Fritz
    Farrell Fritz
  • Article

    For Embattled Bich Family, "Full Membership" Requires Admittance Without Precondition

    We've recently written on a number of disputes arising out of posthumous transfers of corporate ownership interests, particularly where the transfer documents in question (often times, an estate planning device, e.g., a will or a trust instrument) ...
    United StatesCorporate/Commercial Law
    Farrell Fritz
    Farrell Fritz
  • Article

    Steering Toward A Hearing: Second Department Reverses Summary Denial Of Auto Body Repair Shop Dissolution

    The Second Department reversed a trial court's summary denial of a dissolution petition for an auto body repair shop, holding that conflicting factual claims between a 25% minority shareholder and majority owner regarding employment termination, compensation cessation, and alleged fund misappropriation warranted an evidentiary hearing before determining whether judicial dissolution under BCL § 1104-a was appropriate.
    United StatesCorporate/Commercial Law
    Farrell Fritz
    Farrell Fritz
  • Article

    STAR Provides $2.3Billion In Tax Relief To New York Homeowners

    As previously reported here on Tax Tracker in June, the School Tax Relief (STAR) program offered by New York State offers property tax relief to eligible homeowners.
    United StatesTax
    Farrell Fritz
    Farrell Fritz
  • Article

    Brooklyn Cases Test The Procedural Boundaries Of Shareholder Oppression

    Two recent Brooklyn Supreme Court decisions test the boundaries of shareholder oppression claims in New York, examining whether minority shareholders can pursue oppression remedies outside of formal dissolution proceedings and how procedural choices can fundamentally reshape business divorce litigation. These cases highlight the tension between procedural formalism and substantive justice in closely held business disputes.
    United StatesCorporate/Commercial Law
    Farrell Fritz
    Farrell Fritz
  • Article

    A Wolf In Sheep's Clothing: Shareholder Agreement's "Except As Otherwise Set Forth Herein" Hands Control Of Famed Restaurant To Minority Shareholders

    John's of 12th Street in the East Village is one of Manhattan's oldest and most storied red-sauce Italian restaurants.
    United StatesCorporate/Commercial Law
    Farrell Fritz
    Farrell Fritz
  • Article

    New Year, New Law – New Opacity – For LLC Owner Disputes

    New York's appellate courts are breaking new ground in 2025.
    United StatesCorporate/Commercial Law
    Farrell Fritz
    Farrell Fritz
  • Article

    The Magnolia State Wins The Prize For Novel Alternative Remedies In LLC Dissolution Cases

    New York courts are not in the vanguard when it comes to devising less drastic, alternative remedies in LLC judicial dissolution cases.
    United StatesCorporate/Commercial Law
    Farrell Fritz
    Farrell Fritz
  • Article

    It’s War! Chef’s Table At Brooklyn Fare

    Is it the egos? The profits? The risk? The stress? The often poorly-done contracts? Some combination of all of the above? Hard to say, but real estate owners...
    United StatesIntellectual Property
    Farrell Fritz
    Farrell Fritz
  • Article

    Ownership Without Partnership: A Lesson From The Second Department On The Plight Of The Assignee

    Just a few weeks ago, Frank McRoberts authored a post titled, "The Pick-Your-Partner Principle." It featured a more-than-decade...
    United StatesCorporate/Commercial Law
    Farrell Fritz
    Farrell Fritz
  • Article

    Bless This Mess: New York Court Shuts Down Attempted Early Ouster Of Restauranteur From Managing His Own Restaurant

    It is not uncommon in the restaurant business for a restauranteur to partner with a silent-partner investor, i.e. the money guy. It's not uncommon for the restaurant partners...
    United StatesCorporate/Commercial Law
    Farrell Fritz
    Farrell Fritz
  • Showing 361–380 of 430 results

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