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...
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...