Business Organizations

A SAMPLING OF “BUSINESS ORGANIZATIONS” ISSUES ADDRESSED IN THE NEW YORK APPELLATE DIGEST SEARCHABLE DATABASE

The BUSINESS ORGANIZATIONS issues in this database are primarily those related to CORPORATION LAW, LIMITED LIABILITY COMPANY LAW, and PARTNERSHIP LAW.

 CORPORATION LAW issues pervade the database. The issues include (but are far from limited to):

Shareholder Derivative actions (applicability of foreign law, etc.);

Procedural versus Substantive (applicability of foreign law, etc.);

Common Law Dissolution;

Breach of Fiduciary Duty;

Tort Liability (officers, board members, etc.);

Arbitration Clauses (enforcement by officers or employee, nonsignatories, etc.);

Partnership Cannot Operate through an Existing Corporate Structure;

De Facto Merger;

Apparent Authority;

Jurisdiction (foreign wholly owned subsidiary);

Venue (designation with Secretary of State);

Alter Ego;

Trade Secrets;

Unfair Competition;

Good Faith (failure to act in good faith, fiduciary duty, etc.);

Public Benefit Corporations;

Sufficient Information Duty;

Pierce the Corporate Veil;

Personal Liability (officers);

Winding Up (unemployment insurance, etc.);

Fraud (personal liability, etc.);

Products Liability (purchase of manufacturer, etc.);

Dissolution;

Closely Held Corporations;

Religious Corporations;

Conspiracy Jurisdiction;

Statute of Frauds (oral offer to sell shares in family corporation, etc,);

Fraudulent Incorporation Defense;

Shareholders’ Class Action;

Borrowing Statute;

Joint Venture Agreement;

Sophisticated Investor;

Cooperatives;

Going-Private Mergers;

Parent Corporation (products liability, etc.);

Direct Shareholder Claims;

Residential Cooperative Cooperation;

Futility of Demand for Board Action;

Attorney-Client Privilege (fiduciary exception, etc.);

Long-Arm Jurisdiction;

Public Corporations (estoppel, etc.);

De Facto Corporation;

Deemed Asset Sale (tax law, etc.);

S Corporations (non-resident shareholder, tax law, etc.);

Public Authorities Law;

Debts (liability, etc.).

 LIMITED LIABILITY COMPANY LAW issues in the database include:

Service of Process (service on Secretary of State is not personal service, service must comply with CPLR 311-a, Limited Liability Law 304, unauthorized foreign limited liability company, etc.);

Election Law (LLC’s can contribute more to campaigns than corporations or partnerships);

Attorneys (conflict of interest, representation of LLC and deceased member, etc.);

Fiduciary Duty (no fiduciary duty owed non-member, under the operating agreements, no fiduciary relationship arose from the LLC, as it would have in a partnership or joint venture, managing member may owe fiduciary duty to nonmanaging member, etc.);

Derivative Causes of Action;

Standing to Sue (only members can sue, etc.);

Personal Capacity versus Capacity as Sole Member of LLC;

Operating Agreements;

Unauthorized Foreign Limited Liability Company (service of process, etc.);

Alter Ego;

Legal Owner;

Equitable Owner;

Attorney’s Signature (notice of claim, absence is not a jurisdictional defect);

Judgment Creditors (membership in LLC can be reached, etc,);

Publication Requirement (cannot sue if did not comply, etc.);

Liability of Members;

Venue;

Articles of Incorporation (filing, failure to file, etc.);

De Facto Corporation Doctrine;

Presuit Demand (Business Corporation Law 626 applies to limited liability companies);

Banking Law (high-cost home loan to an LLC, etc.);

Apparent Authority of a Member;

Dissolution (buyout, etc.).

PARTNERSHIP LAW issues in the database include:

Dissolution (notice, valuation, goodwill reduction, minority discount, etc.);

Joint Venture (requirements for creation, etc.);

Partnership Cannot Operate through an Existing Corporate Structure;

Partnership Agreements;

Fiduciary Duty (aiding and abetting a breach, etc.);

Valuation;

Goodwill Reduction;

Minority Discount;

Judgment Creditors;

Partnership Distributions;

Winding Up (deceased partner, temporary receiver etc.);

Partnership Property;

Unearned Hourly Fees;

Contingency Fees;

Undistributed Goodwill;

Proceeds of Sale (not profits, etc.);

Oral Partnership Agreement (dissolvable at will).