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BLOGS / NEWS
News
Blogs


Thinking about selling your family business?
You are the proud owner of a family business that may have existed for many years and brought profit and joy to several generations....


The difference between an indemnification provision and an insurance provision in a commercial contract
Often confused, indemnity clauses and insurance clauses in commercial contracts serve different but overlapping purposes. An...


When will a New York court disregard a jurisdiction selection provision in a commercial contract?
A forum selection clause in a commercial contract allows both parties to agree in advance on the forum for any contractual dispute. It...


Using Legal Infrastructure to Scale a Business
Please join Judith Bachman on this podcast where she discusses using legal infrastructure to scale. https://www.scalingupservices.com/pod...


Can a corporation not authorized to do business in New York be a party to a New York litigation?
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...


What is the importance of a deadlock provision in by laws or operating agreement?
Where there are an even number of directors or managing members of an entity, there is the potential that an action requiring a majority...


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...
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