On January 1, 2024, the federal Corporate Transparency Act (“the CTA”) went into effect mandating that “reporting companies,” which include most corporations and limited liability companies disclose their beneficial owners to the Financial Crimes Enforcement Network (FinCEN). The law was challenged in multiple jurisdictions and found unconstitutional by one court in early 2024. Most recently, … Read more
Complex business transactions often require multiple agreements to address different parts of the transaction. As an example, the package of documents for the sale of a small business could include a contract of sale; agreements containing confidentiality provisions and restrictive covenants; an agreement for post-closing transition services to be provided by the seller; and/or an … Read more
Many transactions require parties to provide financial statements for review. This can include businesses seeking loans or investors, cooperative or condominium sponsors, companies who owe performance royalties and other parties. However, all financial statements are not created equal. One primary difference is the level of review and verification of the underlying financial data undertaken by … Read more
Non-competition agreements are fairly common in certain types of jobs and industries. Because they restrict an employee’s future employment prospects, typically, these contracts are limited in that they only apply for a specific length of time and/or a reasonable distance from the previous employer’s business location. However, in recent years, some states are going so … Read more
When employees cause harm to third parties, those parties often seek to hold the employer responsible. Employees often rely upon the names and reputations of their employers to open doors to client relationships and to create an assumption of skill and trust. If an employee abuses that access, the employer may be held liable to … Read more
If someone is injured by an employee, there may be grounds for suing the employer for negligent hiring and retention of that employee. However, there are strict requirements for bringing a claim which can be difficult to establish, as we discussed in a prior blog post involving a lawsuit against a church. In that case, … Read more
In litigation, it is important to determine not only who did what to whom, and what damage resulted, but also who can be held legally responsible for the conduct. The latter issue commonly arises when an employee causes injury to another party and the suit seeks to hold the employer liable for the employee’s actions. … Read more
An insurance application typically requires applicants to answer several questions which allow the insurance company to assess whether it will provide insurance and, if so, how much it will charge. Applicants must be careful about how they respond because if they lie or make a “material misrepresentation” they risk losing coverage. It is well-settled law … Read more
In New York, the Business Corporation Law (“BCL”) allows a shareholder who owns 50 percent of a corporation to seek dissolution of the business on various grounds. In a somewhat renowned case in legal circles, litigation between the two shareholders of the law firm Cellino & Barnes, P.C. (the “P.C”) addresses one issue that can … Read more
As a general principle, where parties have a contractual relationship, the terms of the agreement will govern any disputes. While there may be other laws that apply to the relationship, they may only be applicable where the contract is silent, invalid or some exception exists. The importance of the parties’ agreement in resolving conflicts also … Read more