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In New York and generally, directors’ votes are counted on a per person basis. It bears noting that in Delaware, if the corporation wants...

Shareholders votes, within a class of shares, are counted based on the number of shares they have. Shareholders may vote in person or by...

CPLR 3213 permits the use of a motion for summary judgment in lieu of a complaint where an action is based upon an instrument for the...

Mature companies have formal boards of directors. A board of directors manages “the business of a corporation.” BCL § 701. The board...

A corporate veil insulates the personal assets of shareholders of a corporation (or members of a limited liability company) from the...

As part of the formation of a corporation, it is essential to prepare by-laws which set forth how the corporation will operate. Where...

Thank you to all of our panelists and attendees for making this joint CLE/CPE presentation on valuation a great success. And thank you to...

In representing growing businesses, it is important to help clients understand the structure and role of people in their corporation. ...

Which of the following corporate actions do you think requires board of directors' authorization: firing the CEO, laying off workforce,...

Sometimes the best defense is a good offense. Or that's how one could view the forced buy-out option for shareholders under BCL 1118....