Earlier this month, the American Bar Association’s Business Law Section held its annual LLC Institute at George Washington University Law School in Washington, D.C. Once again, I had the pleasure of joining a small and distinguished group of lawyers, judges,
On March 31, 2021, the State of New York signed into law the Marijuana Regulation and Taxation Act. In its Preamble, the statute notes, “it is in the best interest of the state to regulate medical cannabis, adult-use cannabis, cannabinoid
Does refusal to make tax distributions equal shareholder oppression? That’s the subject of this week’s New York Business Divorce.
When sophisticated parties to a restructuring agreement provide that a fee is triggered if a debtor “raises, or “commits to raise” alternative financing, does the word “commits” require a binding contractual obligation or something less? The First Department addressed this
Earnouts are often described as a way to bridge a valuation gap. But they can just as easily turn into a bridge to the courthouse. The Delaware Court of Chancery’s September 30, 2026 post-trial opinion in ACON Igloo Holdings, LLC
Family business disputes can turn on a deceptively simple question: Can an owner exercise a contractual or statutory right in one capacity while allegedly violating obligations owed in another?
In Rockwell v Despart (87 Misc3d 233 [Sup Ct, Albany County 2025]), the trial court extinguished and declared unenforceable a restrictive covenant that the subject property remain “forever wild” in the loving memory of a decedent. The covenant was
What happens when a law firm breakup combines self-help with firm funds, weaponized billing practices, a fatal deemed admission, and a federal court’s refusal to entertain dissolution? Ballon Stoll gives us the answer—and several cautionary lessons.
In contract litigation, damages provisions often do more work than parties expect—and sometimes less than litigants later claim. The First Department’s decision in Gamma USA, Inc. v. Pavarini McGovern, LLC is a useful reminder that courts will read damages limitations by their actual
If you’ve raised a pre-seed or seed round in the past few years, you likely did it through a SAFE (Simple Agreement for Future Equity). And if the early investor pushed back on your valuation cap, or you didn’t want
