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BLOGS

Year End Resolutions - the Corporate Kind
At year end, we all think of resolutions. From a legal standpoint, the most important resolutions are the corporate kind. You must...

How are director’s votes conducted and counted in a closely held corporation?
In New York and generally, directors’ votes are counted on a per person basis. It bears noting that in Delaware, if the corporation wants...

How are shareholder’s votes conducted and counted in a closely held corporation?
Shareholders votes, within a class of shares, are counted based on the number of shares they have. Shareholders may vote in person or by...

Can you assert a CPLR 3213 motion for summary judgment in lieu of complaint as a counterclaim?
CPLR 3213 permits the use of a motion for summary judgment in lieu of a complaint where an action is based upon an instrument for the...

Should you use fixed pricing in valuation provisions in a shareholder’s agreement?
Valuation provisions are the heart of a shareholders’ agreement. The parties must agree to the circumstances and pricing for any...
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