Can a shareholder use the implied covenant of good faith and fair dealing inherent in the corporation’s shareholders agreement to plead what otherwise would be derivative claims as direct ones? Find out in this week’s post.
Continue Reading Derivative into Direct and Waived into Preserved: The Transformative Power of the Implied Covenant of Good Faith and Fair Dealing
We’re blurring the lines between the corporation and the LLC. But I’d still rather be a minority shareholder in a New York corporation than a minority owner of a New York LLC. Find out why in this week’s post.
Continue Reading The Corporation is Becoming More Contract Focused, But Don’t Call it an LLC Just Yet
In a case featuring your authors as counsel for the prevailing parties, NY County Commercial Division Justice Robert Reed enforces the buy-sell provision of a corporation’s shareholders agreement triggered by the shareholders’ petition for dissolution.
Continue Reading Look Before You Leap: Buy-Sell Agreements Triggered by a Petition for Dissolution