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December 24, 2019

At year end, we all think of resolutions.  From a legal standpoint, the most important resolutions are the corporate kind.

You must conduct your annual shareholders/members meeting timely, record minutes and do resolutions. You should do so even if you are the sole shar...

December 12, 2019

In New York and generally, directors’ votes are counted on a per person basis. 

It bears noting that in Delaware, if the corporation wants to count directors’ votes on a basis other than per person, provisions in that regard must be included in the certificate of incorp...

December 10, 2019

Shareholders votes, within a class of shares, are counted based on the number of shares they have.  Shareholders may vote in person or by proxy.  N.Y. Business Corp. Law § 609.

In order to conduct a shareholder vote there must be quorum of shareholders at a duly ca...

December 5, 2019

     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 payment of money only, such as a promissory note, or upon any judgment.

It allows a plaintiff to avoid what is usually a...

December 3, 2019

Valuation provisions are the heart of a shareholders’ agreement.  The parties must agree to the circumstances and pricing for any transfer of shares.

Yet, the valuation provisions are the most difficult clauses to draft. 

These provisions are often a wellspring of shareh...

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Pushing through COVID: How Four Leading Rockland Businesses Have Endured Through the Crisis

June 11, 2020

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