Disputes over closely held family corporations frequently arise when ownership of corporate stock is transferred informally within a family. While a parent may intend to make a lifetime, or inter vivos, gift of corporate shares to a child, courts generally require more than evidence of donative intent alone. The transfer must also be accompanied by proof that the gift was completed in accordance with governing corporate law and the corporation’s own stock-transfer requirement

In Greer v. FAM Networks, LLC, 2026 N.Y. Slip Op. 04039 (1st Dept. June 25, 2026), the Appellate Division, First Department, held that a complaint alleging breach of a media exploitation agreement sufficiently pleaded the elements of a contract claim by identifying the agreement, claiming performance, alleging nonpayment and failure to account, and asserting resulting damages.

Under Section 706(a) of the New York Business Corporation Law (“BCL”), a director may be removed for cause either by shareholder vote or, where authorized by shareholder-adopted bylaws, by action of the board. In addition, where a corporation’s governing bylaws leave “cause” undefined, the board retains broad discretion to determine whether sufficient grounds for removal exist, subject to the business judgment rule.

Under New York law, alter ego liability, often referred to as piercing the corporate veil, is a doctrine that permits a court to disregard the corporate form and hold an individual officer, director, or owner liable where that person exercised domination and control over the entity and used that domination and control to commit a fraud or wrong that injured the plaintiff.

In Alphasense, Inc. v. Financial Tech. Partners LP, 2026 N.Y. Slip Op. 00185 (1st Dept. Jan. 15, 2026), the Appellate Division, First Department, considered whether Plaintiffs validly terminated an advisory agreement with Defendants under a “Key Man” provision.

By: Jeffrey M. Haber In New York, foreign business entities – e.g. , corporations, limited liability companies, and partnerships authorized to do business in another jurisdiction or country – are required to register to do business with the Secretary of State. The failure to receive such authority deprives the foreign entity of the ability to affirmatively access the courts of New York and subjects any action commenced by the foreign entity to dismissal. The purpose of the r

In today’s article, we examine Hofman v. Braun, 2025 N.Y. Slip Op. 34102(U) (Sup. Ct., N.Y. County Oct. 24, 2025), a case addressing the statute of limitations for a breach of fiduciary duty claim and the continuous wrong doctrine.

In today’s article, we explore principles of contract interpretation and judicial dissolution of partnerships under New York law. As we discuss, courts interpret contracts based on the written intent of the parties and only consider extrinsic evidence when ambiguity exists.

In today’s article, we examine Harris v. Dream Volunteers, a case in which the court reaffirmed a fundamental principle of contract interpretation: contracts that are clear and unambiguous must be enforced according to their plain terms.

Under New York’s Limited Liability Company Law (“LLCL”) § 702, a court “may decree dissolution of a limited liability company whenever it is not reasonably practicable to carry on the business in conformity with the articles of organization or operating agreement.” The claim must be brought “[o]n application by or for a member” of the company.

Today, we consider Tahari v. 860 Fifth Ave. Corp., 2025 N.Y. Slip Op. 05584 (1st Dept. Oct. 9, 2025), an apparent case of first impression in the Appellate Division, First Department, involving the suability of a board of directors under New York law.

In Macklowe Inv. Props. LLC v. MIP 57th Dev. Acquisition LLC, 2025 N.Y. Slip Op. 05192 (1st Dept. Sept. 30, 2025), the plaintiff, a real estate brokerage, sued pursuant to a letter agreement for a leasing commission after securing a tenant for defendants’ property. The letter agreement required satisfaction of a condition precedent before payment of the commission: execution of a leasing commission agreement. Plaintiff never fulfilled this condition.

In today’s article, we examine BLDG 44 Developers LLC v. Pace Companies N.Y., LLC, a case involving consequential damages.

In Finkelstein v. U.S. Bank, N.A., 2025 N.Y. Slip Op 32882(U) (Sup. Ct., July 30, 2025) (here), plaintiff alleged that he was underpaid on his investment in a residential mortgage-backed securities (“RMBS”) trust due to the improper exercise of termination rights by the trust’s servicers. The servicers argued that the governing agreement barred the action because it included a “no action” clause.

In Skyview Capital, LLC v. Conduent Business Servs., LLC, 2025 N.Y. Slip Op. 03291 (1st Dept. June 03, 2025), the Appellate Division, First Department addressed various issues concerning fraud causes of action with which readers of this Blog are familiar: the duplication doctrine, justifiable reliance and disclaimer clauses

In Libman v. Hershey Co., 2025 N.Y. Slip Op. 31769(U), (Sup. Ct., N.Y. County May 5, 2025) (here), the motion court was asked to consider whether a front-of-the-package label on the Twizzlers candy wrapper violated General Business Law (“GBL”) §§ 349 and 350.

By: Jeffrey M. Haber It is well settled that the parties to an agreement may freely select any forum to resolve any disputes regarding the interpretation or performance of the agreement. A forum selection clause is prima facie valid “unless-it is shown by the challenging party to be unreasonable, unjust, in contravention of public policy, invalid due to fraud or overreaching, or it is shown that a trial in the selected forum would be so gravely difficult that the challenging

By: Jeffrey M. Haber On April 16, 2025, the Securities and Exchange Commission (“SEC” or Commission”) announced ( here ) that its Office of Investor Education and Advocacy (“OIEA”) had unveiled an anti-fraud public service campaign to warn investors about the impact relationship investment scams can have on their financial future. As explained in the release, “ elationship investment scams typically involve a ‘long con’ in which scammers reach out online or through text messa

By: Jeffrey M. Haber An investment company is a company that issues securities and primarily invests in securities. Among the securities laws applicable to investment companies, is the Investment Company Act (“ICA”). Congress enacted the ICA to provide for the registration and regulation of investment companies to protect investors from purchasing securities without the benefit of certain information about the securities, the investment company, and its management. An investm

By: Jeffrey M. Haber It is well-settled that a plaintiff asserting a derivative claim seeks to recover for injury to the business entity, regardless of whether the entity is a corporation, limited liability company, or partnership. A plaintiff asserting a direct claim seeks redress for injury to himself/herself individually. “The distinction between derivative and direct claims is grounded upon the principle that does not have an individual cause of action that derives from