The qualifying phrase, “Notwithstanding anything to the contrary in this Agreement,” can be a highly useful and efficient means to clarify the hierarchy of otherwise potentially competing contract provisions. It can also trigger thorny litigation when two “notwithstanding” clauses arguably conflict with one another, as in the case featured in this week’s New York Business
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A Good Lawyer Knows the Law; A Great Lawyer Also Knows the Local Rules
As readers of this blog are well aware, we here at New York Commercial Division Practice take great pride in posting about proposed or amended rules of practice in the Commercial Division. Knowledge of the local rules is particularly relevant when filing documents. One recent local rule change that may catch our readers’ eyes is
Restrictive Covenants: The Devil Is in the Details…
Restrictive covenants are common conditions of zoning approvals. Municipal boards typically require applicants to record restrictive covenants as a condition of approval. These restrictive covenants are drafted to “run with the land,” meaning the covenants automatically transfer with the property.
Generally, restrictive covenants are enforceable in New York, provided they are reasonable and benefit all
(Minimum Investment) Size Matters, When it Comes to Rule 506(c) Verification
Before 2013, issuers were prohibited from using any means of general solicitation or advertising when raising capital in the private markets. The prohibition was perceived by many to be the single biggest impediment to raising capital privately, particularly since it foreclosed the use of perhaps the greatest capital raising tool ever created: the Internet.
That
Premature or Untimely? Both at the Same Time? When to Sue as a General Partner
Can a partnership dispute be premature and untimely simultaneously? That was the unfortunate outcome for a hapless general partner in this week’s New York Business Divorce.
It’s Time to CO-OPerate: Commercial Division Refuses to Overturn Election of Board of Directors
Business Corporation Law § 619 (“BCL”) gives shareholders an “exclusive method . . . to test the validity of an election of a director.” Specifically, BCL § 619 states:
“Upon the petition of any shareholder aggrieved by an election, and upon notice to the persons declared elected thereat, the corporation and such other persons as
LLC Member States Direct Claims Arising from Machiavellian Manager’s Tactical Bankruptcy Petition
The subject of this week’s post has it all: cinematic threats, emergency court orders, changed locks, an intentional foreclosure, a tactical bankruptcy filing, and a trip to the Second Circuit Court of Appeals. The resulting opinion is equally satisfying.
A Court that Means Business: Three Decades of the New York Commercial Division
On March 4, 2025, the New York County Lawyers Association (“NYCLA”) celebrated a significant milestone during its Annual Gala held at The Pierre Hotel in Manhattan. The event commemorated the 30th Anniversary of the Commercial Division of the New York State Supreme Court.
At the Gala, the NYCLA presented its highest honor – the William
I’ll Have a Bacon Cheeseburger, Hold the Pickle and LLC Dissolution
On the menu in this week’s New York Business Divorce is a case about a restaurant menu, literally, and the disputed changes to it made by a 50% member of the operating LLC.
Commercial Division Clarifies Standards for Sealing Court Records in Business Disputes
In a recent decision, the New York County Commercial Division reaffirmed the high bar that parties must meet when attempting to seal court documents in business disputes. In Linkable Networks, Inc. v. Mastercard Inc., the court ruled that Mastercard, despite having the consent of the plaintiff, was not entitled to an order sealing documents