Under the so-called "American Rule," litigants must pay their own lawyer fees, even if they win, unless a contract, statute, or court rule provides otherwise.

John's of 12th Street in the East Village is one of Manhattan's oldest and most storied red-sauce Italian restaurants.

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...

It's one of those dismaying rules of law many business owners don't learn until they litigate.

The corporation of which you are a shareholder just sent you notice that it plans to merge with another corporation.

Expulsion provisions in partnership and LLC agreements implicate a familiar tension between private ordering and abuse of power.

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.

Allegations of missing cash are a familiar feature of business divorce litigation, particularly in restaurants and other cash-heavy businesses.

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...

Under ancient (some would argue vestigial) common-law rules of general partnerships, partners can find themselves stuck between a rock and a hard place deciding when to pull the trigger on a lawsuit.

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.

A New York Commercial Division case examines whether a father and son have standing to sue derivatively on behalf of a home care services LLC when the mother claims sole ownership. The court must determine if an unadjudicated equitable distribution claim in a parallel matrimonial divorce proceeding can confer the corporate ownership required for derivative standing, while also evaluating allegations that key ownership documents were fabricated.

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.

New York's appellate courts are breaking new ground in 2025.

New York courts are not in the vanguard when it comes to devising less drastic, alternative remedies in LLC judicial dissolution cases.

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.

Save the Date! On November 7 & 8, 2024, the LLCs, Partnerships and Unincorporated Entities Committee of the ABA's Business Law Section, a/k/a The Best Damn Committee in the ABA, is hosting its annual.

Equity holder status is essential for standing to sue – including to dissolve, to sue derivatively on behalf of the entity, to sue directly as an owner, or to challenge a merger, consolidation, divestiture, or asset sale.

Just a few weeks ago, Frank McRoberts authored a post titled, "The Pick-Your-Partner Principle." It featured a more-than-decade...

Family-owned businesses are vital to the economy and I dare say the American way of life. According to a recent estimate, around 90% of all business firms in the U.S. are family owned...