“Read before you sign”, is what we counsel our clients, since we all know that courts will bind one contractually to a signed agreement even if not read. But, what if you never signed the agreement? Can you still be bound by it? In earlier blogs — here and here — we addressed this very
Res Judicata: Avoiding Preclusion Confusion in Derivative Litigation
A few weeks ago, my colleague Sonia Russo blogged about how shareholders seeking to bring successive derivative actions should be wary, since dismissal of a derivative action for failure to allege pre-suit demand or demand futility may have a preclusive effect on a subsequent derivative action based on the same issues. But what if a
New York’s Long-Arm Statute Thwarts Dismissal In International Shareholder Derivative Action
Undoubtedly, unsuspecting foreign corporations may find themselves having business connections in New York and subject to the jurisdiction of New York courts.
This blog post focuses on a recent decision by Hon. Andrew Borrock of the Commercial Division of the New York State Supreme Court for New York County in Matter of Renren, Inc. Derivative
The Virtual Practice of Law Is Becoming More Real Than Virtual
At this point, after nearly three months of practicing law virtually from home, I think it’s fair to say that what was once novel and experimental has become a kind of new norm for the future.
Sure, state courts in New York, including the Commercial Division, have been returning slowly-but-surely to in-person operations over the
Class Action Lawsuit Dismissed: Commercial Division Finds Company’s Alleged Misrepresentations and Omissions During Stock Sale Non-Actionable Under Securities Law
Many of us have previously heard the expression that there is a fine line between fact and fiction. In securities law that holds especially true where companies that risk walking the “fine line” in their registration statements and prospectuses could find themselves liable to their stockholders.
In a recent decision, Justice Barry R. Ostrager granted
Res Judicata: Shareholders Get One Bite at the Derivative Suit Apple
When filing a shareholder derivative suit, it
‘s important to get the job done right the first time, as other shareholders may not get a second bite of the proverbial apple.
In Noor v. Mahmood, the Second Department upheld Justice Lawrence Knipel’s Order which granted defendants’ motion for summary judgment, dismissing a shareholder derivative
Walking a Fine Line: Asserting a Claim for Mistake in a Contract Without Waiving Privilege
It works the same way in small businesses as it does in major investment firms: the executives reach agreement on the terms of a deal, then leave the lawyers to paper things accordingly. But sometimes the papered deal differs from the agreement the parties actually reached, and neither side notices the differences until long after
Courts and Coronavirus: Temporary Rules and Procedures of New York’s Appellate and Commercial Divisions
As a result of the COVID-19 (Coronavirus) pandemic, court systems throughout the United States have had to rapidly adapt and issue temporary rules and procedures in order to keep court personnel, litigants and attorneys safe while continuing to serve their important societal function of administration of justice.
We wanted to provide a resource to readily
Plaintiffs Cannot Rely on the Doctrine of Anticipatory Repudiation As Plaintiffs Are Already in Material Breach of the Contract
A life lesson you likely heard growing up applies to contracts: take a hard look at yourself before criticizing others. By the same token, a party who is in material breach of a contract cannot succeed on a claim alleging an anticipatory breach by the other party.
Think Before You Speak: Words and Actions Can Bind You Beyond The Terms of a Previously Agreed Upon Subcontract Agreement
Our parents taught us to think before we speak. That lesson is especially important when words or conduct could cost you hundreds of thousands of dollars beyond what was previously agreed upon in a subcontract agreement.
In a recent case before Justice Andrea Masley, Corporate Electrical Technologies, Inc. v. Structure Tone, Inc. et al.