A shareholder is a part owner of a company. While many people understand this very basic concept in business matters , they may not realize what kinds of rights and responsibilities come along with being a shareholder. Shareholders in private companies generally have the same rights as they would in a public company, but they may be enforced differently. A New York business lawyer can help you understand the difference and even assert your rights should you feel that you are

E.J.Brooks Company d/b/a TydenBrooks (“TydenBrooks” or “Plaintiff”) manufactures plastic security seals (“Seals”). When TydenBrooks acquired Stoffel Seals Corp. (“Stoffel”) it came to own Stoffel’s fully automated, and confidential, process for manufacturing Seals. Some TydenBrooks employees “defected to a rival manufacturer, Cambridge Security Seals (“CSS”), and brought with them TydenBrooks’ confidential Seal manufacturing process. TydenBrooks then commenced an action in

It is well settled that arbitration is a favored means of resolving disputes. See , e.g. , CPLR § 7501 (“A written agreement to submit any controversy . . . to arbitration is enforceable without regard to the justiciable character of the controversy and confers jurisdiction on the courts of the state to enforce it and to enter judgment on an award.”); Harris v. Shearson Hayden Stone, Inc. , 82 A.D. 2d 87, 91-93 (1st Dep’t), aff’d , 56 N.Y.2d 627 (1981) (“ his State favors and

On April 24, 2018, the Securities Exchange Commission (“SEC” or “Commission”) announced that Altaba, Inc. (“Altaba”), the successor in interest to Yahoo! Inc. (“Yahoo”), agreed to pay $35 million to settle charges that it misled investors by failing to disclose that hundreds of millions of user accounts had been hacked, resulting in the theft of sensitive user personal data. ( Here .) The settlement follows the issuance of the SEC’s cybersecurity disclosure guidance for repo

In Shakespeare’s Romeo and Juliet , Juliet utters the oft quoted phrase, “parting is such sweet sorrow,” when saying goodnight to Romeo. While Juliet may have been upset that Romeo was leaving for the evening, the thought that she would see him again, and that she would be able to imagine their next meeting, made the parting “sweet”. The Decision and Order issued by the New York Supreme Court (Kornreich, J.) in Young Adult Institute, Inc., et al. v. The Corporate Source, In

On April 9, 2018, Justice Shirley Werner Kornreich of the Supreme Court, New York County, Commercial Division granted a motion for summary judgment involving claims that the defendant owed the plaintiff nearly $3.5 million in connection with investment in more than 800 derivatives transactions over a four-year period. In granting the motion, Justice Kornreich had some harsh words about the strength of the defenses proffered in opposition to the motion. INTL FCStone Mkts., LL

New York creditors often look to the Debtor and Creditor Law (the “DCL”), as well as the common law, to recover assets that have been (or may be) transferred by debtors to another party. Whether the debtor transfers assets with intent to defraud or without fair consideration, the DCL provides creditors with a number of remedies. The DCL in Brief Under Section 276 of the DCL, very conveyance made ... with actual intent ... to hinder, delay, or defraud either present or future

One of the first things students are taught in law school is that, to be valid, a contract must be supported by consideration. In Reddy v. Mihos (April 17, 2017), the Appellate Division, First Department, analyzed the need for a guaranty to be supported by proper consideration. The plaintiff in Reddy was an experienced real estate investor. Defendant Mihos, an attorney, represented plaintiff in numerous real estate transactions over an extended period of time. Plaintiff

Recently, this Blog wrote about the law governing the theft or misappropriation of trade secrets. ( Here .) As noted in that post, with the exception of New York and Massachusetts, the protection of trade secrets is generally governed by the Uniform Trade Secrets Act (“UTSA”). In those two states, however, the protection of trade secrets is governed by the common law. Generally, trade secret owners have recourse only against the misappropriation of a trade secret. Misappropr

It is not uncommon for drafters of contracts and statutes to use the word “notwithstanding” to establish precedence over other provisions in the document. Cisneros v. Alpine Ridge Group , 508 U.S. 10, 18 (1993) (The “use of . . . a ‘notwithstanding’ clause … signals the drafter’s intention that the provisions of the ‘notwithstanding’ section override conflicting provisions of any other section.”). As such, the word “notwithstanding” is considered to be a trumping word that “

Sometimes in litigation, the facts get in the way of the desired results. Such was the case for the defendant in Age Group, Ltd. v. Martha Stewart Living Omnimedia, Inc. (April 12, 2018), in which the First Department affirmed Supreme Court’s denial of defendant’s motion for summary judgment seeking to dismiss plaintiff’s causes of action sounding in breach of contract and breach of the implied covenant of good faith and fair dealing. The facts are set forth in Supreme Cou

The Securities and Exchange Commission (“SEC”) has been busy so far this spring. In the latest roundup, this Blog looks at enforcement actions taken by the SEC against investment advisors, a medical device company and a purported cryptocurrency company. SEC Charges Medical Device Company and Founder with Fraud for Failing to Make Disclosures and Misappropriating Investor Funds On April 5, 2018, the SEC announced (here) that it had charged convicted felon and former NHL team

Commercial litigation involving mortgage-backed securities (MBS) cases can be complex and labor-intensive. Attorneys handling MBS cases often must follow intricate and multiple transactions involving many players, including securities issuers, securities underwriters, loan originators, credit-rating agencies, due-diligence service providers, and insurers. Litigators must review the numerous factors and issues in each of the MBS disputes to determine liability and damages. Be

On March 29, 2018, the New York Court of Appeals decided Kolchins v. Evolution Markets, Inc. , a case that addresses several important practice issues. Plaintiff in Kolchins was a commodity trader who, in 2005, joined defendant as a commodity broker. In 2006, and again in 2009, the parties entered into three-year employment agreements. The 2009 agreement, which had an end date of August 31, 2012, provided for various forms of compensation including a base salary, a “sign

JEFFREY M. HABER, CO-FOUNDING PARTNER OF FREIBERGER HABER LLP, IS AGAIN RECOGNIZED BY SUPER LAWYERS MAGAZINE New York, NY (Law Firm Newswire) April 5, 2018 – Freiberger Haber LLP is pleased to announce that co-founding partner, Jeffrey M. Haber , has been named by Super Lawyers Magazine® to be among the top lawyers in the New York metropolitan area for the seventh consecutive year. Mr. Haber was recognized for his work in business litigation . As part of his history of profe

What is a Trade Secret? At its core, a trade secret is information of commercial value. It can be anything, such as a formula, strategy, device, process, or recipe. It is not generally known to others and is not readily ascertainable by proper means. Since a trade secret is a thing of commercial value, it gives the owner an advantage over competitors who do not know the secret and cannot use it to compete for business. New York Law vs. The UTSA At the state level, the protec

On March 29, 2018, the Department of Justice (“DOJ”) announced ( here ) that it had reached agreement with Barclays Capital, Inc. and several of its affiliates (together, “Barclays” or the “Bank”) to settle a civil action in which the United States sought civil penalties for alleged conduct related to Barclays’ underwriting and issuance of residential mortgage-backed securities (“RMBS”) between 2005 and 2007. Under the settlement, Barclays will pay the United States two billi

Simply stated, the “Voluntary Payment Doctrine” bars recovery of payments voluntarily made with full knowledge of the facts, and in the absence of fraud or material mistake of fact or law. Dubrow v. Herman & Beinin , 157 A.D.3d 620 (1 st Dep’t 2018) (citation and quotation marks omitted). The Doctrine has been around for quite some time. In 1898, the First Department recognized that “ voluntary payment of money under a claim of right cannot in general be recovered back.