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  • Article

    The Hidden Risks Of AI-Generated Due Diligence

    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.
    United StatesCorporate/Commercial Law
    Farrell Fritz, P.C.
    Farrell Fritz, P.C.
  • Article

    7 Ways Local Governments Can Boost Affordable Housing

    According to a recent report from the Office of the New York State Comptroller, three million New York households are living in housing insecurity...
    United StatesReal Estate and Construction
    Farrell Fritz, P.C.
    Farrell Fritz, P.C.
  • Article

    Tax Partner, Not True Partner: The Limits Of K-1s In Business Divorce Litigation

    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...
    United StatesTax
    Farrell Fritz, P.C.
    Farrell Fritz, P.C.
  • Article

    The Consequences Of Deception: Defendant Hit With $4.5 Million Judgment After 12-Year "Wild Goose Chase Based On A Lie"

    "Down the ridiculous rabbit hole," "magical math," "smoke and mirrors," "sixteen-year charade." That's how the plaintiff's post-trial brief in Becker v Perla described the defendant's reverse-field disavowal...
    United StatesCorporate/Commercial Law
    Farrell Fritz, P.C.
    Farrell Fritz, P.C.
  • Article

    Remainder Beneficiaries Of A Revocable Trust May Lack Standing To Seek A Trust Accounting For The Period Prior To The Grantor's Death

    When representing fiduciaries in litigation that estate and trust beneficiaries commence, my Farrell Fritz, P.C. colleagues and I seek to limit the fiduciaries' exposure to liability.
    United StatesFamily and Matrimonial
    Farrell Fritz, P.C.
    Farrell Fritz, P.C.
  • Article

    When Is It Too Late To Sue For Shareholder Oppression?

    Potential client sits down with business divorce lawyer and says, "I'm a minority shareholder in XYZ Corp. I've been completely frozen out by the majority.
    United StatesCorporate/Commercial Law
    Farrell Fritz, P.C.
    Farrell Fritz, P.C.
  • Article

    Corporate Afterlife: Deadlock And Accounting In The Winding-Up Phase

    It enters the winding-up phase, where the corporation must "proceed to wind up its affairs...
    United StatesCorporate/Commercial Law
    Farrell Fritz, P.C.
    Farrell Fritz, P.C.
  • Article

    Corporate Dissolution Petition Hits Back Burner In Favor Of Earlier Filed Claims For Money Damages

    The shareholder oppression claim under BCL 1104-a has a unique relationship with claims for money damages.
    United StatesCorporate/Commercial Law
    Farrell Fritz, P.C.
    Farrell Fritz, P.C.
  • Article

    Surrogate's Court Jurisdiction To Resolve Close Business Owner Disputes

    Do New York's Surrogate's Courts have jurisdiction to compel an accounting related to a non-party limited liability company in which the decedent's estate has only a minority interest?
    United StatesCorporate/Commercial Law
    Farrell Fritz, P.C.
    Farrell Fritz, P.C.
  • Article

    Use Caution When Amending Your Operating Agreement Without Unanimous Consent

    In my experience, most operating agreements of New York LLCs include a provision barring amendments unless made in writing and executed...
    United StatesCorporate/Commercial Law
    Farrell Fritz, P.C.
    Farrell Fritz, P.C.
  • Article

    LLC Minority Member Gets Caught In His Own "Wolverine Trap"

    Over the years I've become less enamored with arbitration as an alternative to litigating complex business cases in court, mostly because the traditional trade-off between abundant due process protections (court) versus expediency and cost savings (arbitration) has eroded ...
    United StatesCriminal Law
    Farrell Fritz, P.C.
    Farrell Fritz, P.C.
  • Article

    Affiliated Entities, Conflicting Duties, And The Business Judgment Rule

    I am increasingly encountering businesses that straddle across several different entities, especially LLCs.
    United StatesReal Estate and Construction
    Farrell Fritz, P.C.
    Farrell Fritz, P.C.
  • Article

    Getting Ahead Of Discovery: Can Amended Rule 11 Streamline Commercial Litigation?

    Frequent readers of this blog know that we are not shy in acknowledging the Commercial Division's status as the leading forum for resolving complex business disputes.
    United StatesCorporate/Commercial Law
    Farrell Fritz, P.C.
    Farrell Fritz, P.C.
  • Article

    The Presumption Of Revocation That Oftentimes Applies To Lost Wills

    New York law generally requires that, to have a will admitted to probate, a party offering the will for probate must file the original instrument with the Surrogate's Court...
    United StatesFamily and Matrimonial
    Farrell Fritz, P.C.
    Farrell Fritz, P.C.
  • Article

    A Message Of Acceptance From The Garden State

    This week's New York Business Divorce takes us to the Garden State for a delightfully-written, post-trial decision by retired, recalled Appellate Division Judge Clarkson S. Fisher, Jr.
    United StatesCorporate/Commercial Law
    Farrell Fritz, P.C.
    Farrell Fritz, P.C.
  • Article

    Eastland Redux: Do Close Corporation Shareholders Have A Direct Claim Against Directors For Taking Disguised Distributions?

    Earlier this year, using as a springboard the Maryland intermediate appellate court's decision in Eastland Food Corp. v Mekhaya...
    United StatesCorporate/Commercial Law
    Farrell Fritz, P.C.
    Farrell Fritz, P.C.
  • Article

    Court Of Appeals Again Bolsters Internal Affairs Doctrine, This Time Clipping Derivative Suits Brought On Behalf Of Foreign Corporations

    Section 626 of New York's Business Corporation Law governs standing to sue derivatively in New York. It states that "an action may be brought in the right of a domestic...
    United StatesCorporate/Commercial Law
    Farrell Fritz, P.C.
    Farrell Fritz, P.C.
  • Article

    Over The Limit: Can Equity Trump The Certificate Of Incorporation's Share Cap?

    We often remark anecdotally that disputes over ownership status—whether one is or is not an owner—seem far more common in the context of LLCs than corporations.
    United StatesCorporate/Commercial Law
    Farrell Fritz, P.C.
    Farrell Fritz, P.C.
  • Article

    Promise Of Equity Falls To Operating Agreement’s Rigid Admission Requirements

    Litigation over who is—and who is not—a member of a limited liability company has become a defining feature of LLCs. The ease with which parties form LLCs, coupled with the informality...
    United StatesCorporate/Commercial Law
    Farrell Fritz, P.C.
    Farrell Fritz, P.C.
  • Article

    The Valuation Discount That No One Can Agree On, Still

    In valuation disputes, the Discount for Lack of Marketability rarely behaves. Courts disagree about it, lawyers and experts litigate it to exhaustion, and business divorce cases often see seven-figure...
    United StatesCorporate/Commercial Law
    Farrell Fritz, P.C.
    Farrell Fritz, P.C.

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