In the world of venture capital, there are certain investor rights that ensure the smooth execution of exit transactions.

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

SpaceX's recent IPO has drawn attention for its massive valuation and retail investor demand, but critical corporate governance provisions deserve closer scrutiny. The company's dual-class share structure grants Elon Musk 85% voting control despite holding only 42% equity, while mandatory arbitration clauses and Texas reincorporation create unprecedented barriers for public shareholders.

The COVID-19 pandemic has unsurprisingly resulted in many people in the business community, including lawyers, transacting business remotely.

All civil judicial proceedings must be in the form of an action – unless otherwise authorized by statute, i.e. in the form of a special proceeding (see CPLR 103[b]).

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...

New York lacks a formal slayer statute but applies a common-law "slayer rule" established in the landmark 1889 case Riggs v Palmer, which prevents individuals from profiting through their own wrongdoing.

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...

The board of directors of any Delaware corporation proposing to merge is required under Delaware law to adopt a resolution approving the merger agreement.

I recently had the pleasure of being interviewed by Sandra Schulte at the media production studios of the Manhattan Neighborhood Network located near the Javits Center.

If you are company counsel advising an early-stage startup, the recent judgment in Gregg v. Cooley LLP should give you pause. On July 27, 2026, the Superior Court of New Jersey entered a judgment of over $25 million against Cooley LLP after a jury found that an attorney-client relationship existed between Cooley...

Commercial loan documents are notoriously complex, packed with financial reporting requirements, compliance covenants, and collateral maintenance obligations.

This post features Part 2 of a recent two-part program to be later aired on New York City public access cable in which I was interviewed...

Under Rule 37 of the Rules of the Commercial Division, the court may order a remote deposition upon (1) consent of the parties, or upon (2) a motion showing good cause.

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...

My colleague Matt Donovan recently wrote about the requirements of Commercial Division Rule 13(c) and highlighted certain decisions in which expert reports....

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...

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.

Welcome to this 15th annual edition of Summer Shorts. This year's edition features brief commentary on a trio of recent decisions by New York courts in business divorce cases, all involving LLCs, including...

The IRS has fundamentally transformed how it administers penalty relief for compliant taxpayers, replacing the decades-old First Time Abate program with an automatic system that eliminates the need for taxpayers to request relief they're entitled to receive.