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Motion to Dismiss Conversion

Freiberger Haber LLP

Fraudulent Inducement, Merger Clauses and Duplication

Freiberger Haber LLP on

A couple of months ago, we examined NW Media Holdings Corp. v. IBT Media Inc., 2023 N.Y. Slip Op. 30875(U) (Sup. Ct., N.Y. County Mar. 22, 2023) (here), a case in which a lower court addressed the question whether the...more

McGlinchey Stafford

Do I have a State Court Standing Defense? - McGlinchey Commercial Law Bulletin - July 27 2022

McGlinchey Stafford on

Ohio- In this matter, the Second Appellate District dismissed the appeal as the issue of whether the trial court correctly determined the accounting on the promissory note was rendered moot because the debtor’s debt was...more

Woods Rogers

Oyster Fight!

Woods Rogers on

I spend a lot of time handling cases on or near the waterfront.  One recent opinion caught my eye.  Judge Jackson ruled on a Motion to Dismiss concerning an oyster farm and distribution business.  The individual defendants...more

Hinshaw & Culbertson - Lawyers for the...

Attorney Has Immunity for Destroying Evidence When Acting Within Scope of Representation

Bethel v. Quilling, Selander, Lownds, Winslett & Moser, P.C., (Feb. 21, 2020, No. 18-0595) 2020 Tex. LEXIS 139 - Brief Summary - The Texas Supreme Court held that a claim over an attorney's alleged destruction of evidence...more

Farrell Fritz, P.C.

How Not to Start a Corporate Dissolution Proceeding

Farrell Fritz, P.C. on

Strict procedural rules apply to corporate dissolution proceedings in New York, a difficult truth learned the hard way by a five-time rejected, would-be dissolution petitioner in a recent decision by Bronx County Supreme...more

Stinson - Corporate & Securities Law Blog

Court Permits Conforming Indenture to Description of Notes

In AG Oncon, LLC et al v. Ligand Pharmaceuticals Inc., the Delaware Court of Chancery upheld an issuer’s right to conform an Indenture to the related description of notes contained in the offering memorandum used to privately...more

Farrell Fritz, P.C.

Appellate Division Revives Challenge to New York City’s Moratorium on Hotel Conversions

Farrell Fritz, P.C. on

In Real Estate Bd. of New York, Inc. v. City of New York, Petitioner-Plaintiff Real Estate Board of New York, Inc. (“REBNY”) commenced a hybrid article 78 proceeding and plenary action against the City of New York (“City”)...more

Farrell Fritz, P.C.

Action to Recover Amadeo Modigliani Painting Stolen by Nazis Survives Dismissal Due in Part to Alter Ego Finding

Farrell Fritz, P.C. on

Over eighty years after the end of World War II, crimes committed by the Nazis continue to be redressed, including in our very own Commercial Division. ...more

Farrell Fritz, P.C.

Shareholder Oppression Requires More Than Denial of Access to Company Information

Farrell Fritz, P.C. on

The family-owned business at the center of Vaccari v Vaccari, 2018 NY Slip Op 30546(U) [Sup Ct NY County Mar. 28, 2018], decided last month by veteran Manhattan Commercial Division Justice Eileen Bransten, is a classic...more

Seyfarth Shaw LLP

Federal Court Rejects Defend Trade Secrets Act Whistleblower Immunity Defense on a Motion to Dismiss and Orders Employee to Return...

Seyfarth Shaw LLP on

This past Spring, we reported on the recently enacted Defend Trade Secrets Act (“DTSA”), which provides a new federal civil cause of action to trade secret owners seeking to pursue claims of trade secret misappropriation. ...more

Goulston & Storrs PC

T&E Litigation Newsletter - December 2016

Goulston & Storrs PC on

The last several weeks have brought us two decisions in which issues of family law intersected with T&E issues. First, the decision in Heystek v. Duncan, Case No. 15-P-1201, 2016 Mass. App. Unpub. LEXIS 1113 (Nov. 21,...more

Morris James LLP

Court Of Chancery Explains Partnership Distribution Rights And Power of GP

Morris James LLP on

ESG Capital Partners II L.P. v. Passport Special Opportunities Master Fund L.P, C.A. 11053-VCL (December 16, 2015) This is an interesting decision for 2 reasons. First, the Court explains what might have seemed obvious...more

Gray Reed

Texas Anti-SLAPP Law: The Expanding Scope of the Texas Citizen’s Participation Act – Part 4 – A decision in Schlumberger, sort of

Gray Reed on

Since we published Part 3 that discussed the details of an interesting case here in Houston, Schlumberger v. Rutherford, the First Court of Appeals issued its opinion on Tuesday. The best description of the decision is a...more

Morris James LLP

Court Of Chancery Again Limits Covenant Claims

Morris James LLP on

Akzo Nobel Coatings Inc. v. The Dow Chemical Company, C.A. No. 8666-VCP (June 5, 2015) This is yet another decision declining to uphold a claim based on the covenant to deal in good faith and fairly....more

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