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...

When negotiating convertible notes, parties typically focus on the terms of conversion upon an equity financing, most notably the discount and valuation cap.

It’s no accident this blog has featured dozens of posts involving disputed capital calls. It’s a common scenario in the world of closely held firms, not always but sometimes pitting the interests of the passive owners...

The National Venture Capital Association's October 2025 update to its model stock purchase agreement didn't make headlines outside the venture bar, but it quietly did something meaningful...

The books and records demand often is the opening act in business divorce litigation. The relatively low burden that an owner must meet in order to obtain access to a company's books and records...

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...

If you’re on the management team of a Delaware corporation or serve as general counsel to one, it’s only a matter of time before a stockholder shows up with a books and records demand under Section 220...

New York's State Environmental Quality Review Act (SEQRA) plays a key role in its municipalities' decision-making.

To prevail on a cause of action in a business divorce lawsuit, the plaintiff has many essential boxes to check. Pleading requirements vary from one claim to another, but all business...

Most communities across New York, whether they're in the shadow of the Manhattan skyline or a stone's throw from a Finger Lake...

With apologies to the pseudonymous children's book author Watty Piper, this is the story of a humble buy-sell provision in a family-owned LLC's operating agreement...

Last year's installment of this column highlighted Andris v 1376 Forest Realty, LLC (213 AD3d 923 [2d Dept 2023]), where the Second Department reinstated a petition for judicial dissolution...

The limited liability company is relatively young. Though origin research is always a dubious task, my efforts tell me that the first LLC was created in 1977 in Wyoming, followed by other LLCs in Florida in 1982.

After all, who wants to take on a new partner without one's consent? Less than total compliance conveys only economic benefits, not voting or management rights.

It's been 15 years since the Second Department's decision in Matter of 1545 Ocean Avenue, LLC, 72 AD3d 121, 2010 NY Slip Op 00688 (2d Dept Jan. 26, 2010)...

A Delaware Court of Chancery decision demonstrates the harsh consequences of failing to monitor stock ownership rights, as an early employee lost a $25 million claim to forgotten shares because he waited decades to investigate missing...

In late September 2025, the Trump administration announced a dramatic hike in the fee employers must pay when filing new H-1B...

AI tools promise to revolutionize due diligence by processing thousands of documents in hours, but their polished outputs can mask critical errors that human reviewers might miss. From hallucinated contract provisions to cross-reference blindness, understanding these hidden risks is essential for founders, investors, and counsel navigating high-stakes transactions.

The Schedule K-1 is a tax form that pass-through entities use to report each owner’s share of the entity’s income, deductions, credits, and other tax items. It is also one of the great rock stars of business divorce...