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A corporation formed in New York can sue or be sued in a litigation in New York. N.Y. Business Corp. Law § 202. Of course, many...

Where there are an even number of directors or managing members of an entity, there is the potential that an action requiring a majority...

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

In New York and generally, directors’ votes are counted on a per person basis. It bears noting that in Delaware, if the corporation wants...

Shareholders votes, within a class of shares, are counted based on the number of shares they have. Shareholders may vote in person or by...

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...

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

Mature companies have formal boards of directors. A board of directors manages “the business of a corporation.” BCL § 701. The board...

A corporate veil insulates the personal assets of shareholders of a corporation (or members of a limited liability company) from the...

As part of the formation of a corporation, it is essential to prepare by-laws which set forth how the corporation will operate. Where...