Having passed the year’s mid-way point, we examine opinions throughout the state affecting the field of trusts and estates. Consider the following decisions…
1992 Results
Expanded Qualified Small Business Stock Rules
In a recent post, available here, we discussed the basic requirements and benefits of Internal Revenue Code Section 1202, which provides for the…
Capital Call Cancelled: A Fairness Defense to the Majority’s Mandatory Capital Call
There is perhaps no provision in an LLC operating agreement more susceptible to abuse than one allowing those in control of the LLC…
Private Equity’s Plan B: Navigating the Exit Drought with Continuation Funds
In a typical bull market, private equity sponsors exit out of portfolio assets through IPOs, strategic sales and sponsor-to-sponsor buyouts. But the 2025…
The Sun Will Not Set: The One Big Beautiful Bill
The long-anticipated “sunset” of the Tax Cuts and Jobs Act of 2017 (TCJA) was slated for the end of 2025. Upon this “sunset,”…
Will New York Law Allow for the Electronic Execution of Wills?
Under New York’s Electronic Signatures and Records Act, a person can electronically sign many types of documents that have legal significance (Technology Law…
On Camera: My Recent Video Interview on, What Else, Business Divorce (Part One)
I recently had the pleasure of being interviewed by Sandra Schulte at the media production studios of the Manhattan Neighborhood Network located near…
Practice AreasCommercial Litigation
Hansley Mohan Recognized in the New York Real Estate Journal 2025 Ones to Watch-Rising Stars
We proudly congratulate Hansley Mohan on being recognized as one of the New York Real Estate Journal’s Ones to Watch: Rising Stars! Based…
Annual Property Tax Report Cards – $3.64 Billion in School District Cash Reserves
In May, the annual New York State Property Tax Report Cards for School Districts were released by the Department of Education. The report…
The Humble LLC Exculpation Clause Wins Big: Member/CEO Escapes $8M Fiduciary Claims
It’s difficult to assess the potency of section 417(a) of New York’s LLC law. The provision starts off with a seemingly broad rule:…
Pitch Perfect: Demo Days, General Solicitation and the HALOS Act of 2025
Your company is invited by a local meetup group to present at demo day with other startups, and you accept. The group announces…
A Tool to Locate, But Not Analyze: Commercial Division Seeks to Adopt a New Rule Governing GenAI
The Commercial Division Advisory Council (“Advisory Council”) is consistently looking to implement and amend new rules to enhance practice in the Commercial Division….
The Road to Compliance: How Town Law 280-a Affects Property Development
Developing land on Long Island can present a number of challenges that all developers should be aware of. From complex zoning ordinances to…
“Down the ridiculous rabbit hole,” “magical math,” “smoke and mirrors,” “sixteen-year charade.” That’s how the plaintiff’s post-trial brief in Becker v Perla described…
Domenique Camacho Moran Recognized in the Long Island Business News Dynamic Women Leaders of 2025
We proudly congratulate Domenique Camacho Moran on being recognized in the Long Island Business Influencers: Dynamic Women Leaders of 2025! Presented by Long…
No Service Shortcuts Abroad: The Limits of Alternate Service Under CPLR 308
When litigants pursue claims against foreign defendants, the question of how to serve them is more than procedural – it’s jurisdictional. As many…
A Tardy Plaintiff’s Best Friend: The Open Repudiation Doctrine
Pre-answer motions to dismiss for untimeliness are exceptionally common in business divorce litigation. Statute of limitations analysis can be deceptively simple in theory,…
The Presumption of Revocation that Oftentimes Applies to Lost Wills
New York law generally requires that, to have a will admitted to probate, a party offering the will for probate must file the…
A Tardy Plaintiff’s Best Friend: The Open Repudiation Doctrine
Pre-answer motions to dismiss for untimeliness are exceptionally common in business divorce litigation. Statute of limitations analysis can be deceptively simple in theory,…
Out-of-State, Out of Luck: Commercial Division Justice Dismisses PPE Suit for Lack of Jurisdiction
A recent decision from the Manhattan Commercial Division reminds us that even substantial and high-profile transactions tied to the state may not be…
After the Grievance Deadline: What Commercial Property Owners Should Know About Settlement Season
The third Tuesday in May marks the end of the Suffolk County, Nassau County and New York City annual grievance filing season and…
Hybrid Work Policies Reshape Long Island’s Legal and Business Landscape
Five years after COVID-19 disrupted the workplace on Long Island, many employers are now voluntarily adopting hybrid work models, with little legal friction….
Robert M. Harper will be speaking at the ACTEC 2025 Summer Meeting on the panel for the State Laws Committee regarding New York’s…
Removal and Suspension of Fiduciaries in Surrogate’s Court
Robert M. Harper will be presenting at the New York State Bar Association webinar “Removal and Suspension of Fiduciaries in Surrogate’s Court.” This…
Beyond Fair Value: When Shareholder Oppression Demands Interest and Damages
Shareholder oppression has long been a favorite topic of mine—for good reason. A cornerstone of business divorce litigation, a claim of minority shareholder…
Remote Possibilities: Establishing Good Cause for Virtual Depositions in the Commercial Division
Under Rule 37 of the Rules of the Commercial Division, the court may order a remote deposition upon (1) consent of the parties,…
Estate Planning under President Trump’s “One, Big, Beautiful Bill”
On May 22, 2025, the U.S. House of Representatives passed President Trump’s One, Big, Beautiful Bill. The bill now awaits approval by the…
Michael L. Webb will moderate an engaging conversation around development and the relationships between real estate owners and municipalities. Panelists include Gwen O’Shea…
A.J. Swartwood named to the NLP Board at the Legal Aid Society
Farrell Fritz is proud to announce the appointment of A.J. Swartwood to the New Leadership Program (NLP) at the Legal Aid Society. A.J….
From Courtrooms to the Campaign Trail: Empowering Women to Enter the Political Arena
In light of the rapidly shifting landscape of federal policy, legal professionals are increasingly faced with the challenge of staying informed and engaged…
Invalidating Legal Documents and Transactions in Article 81 Guardianship Proceedings
Much has been written about courts invalidating instruments or transactions after a person’s death. Courts invalidating instruments or transactions during a person’s lifetime…
Retirement of Working Owners of Closely Held Business Entities: What’s Your Plan?
It’s a fact that the great majority of multi-owner, closely held business entities are run by working owners. In many if not most…
The Forfeited Equity Trap: Why Your Non-Compete Might Be Worthless
Imagine you’re a private equity firm. You buy a company, and you want to retain and incentivize key employees, so you give them…
Jason Little in Business of Cannabis on Current Market Uncertainty
A recent ruling by a federal trade court declaring key elements of President Trump’s flagship tariff policy unconstitutional has brought significant relief to…
No Walk in the Park for Municipal Recreational Fees
There are few things in life as pleasurable as spending time at a park on a sunny day. Parks play a crucial role…
Bankruptcy, Board Conduct, and Fiduciary Duty: Key Takeaways from Ragab v. SHR Capital Partners LLC
In a recent decision from the Manhattan County Commercial Division, Justice Margaret A. Chan addressed a confluence of corporate-governance, fiduciary-duty, and bankruptcy-stay issues…
A Message of Acceptance from the Garden State
This week’s New York Business Divorce takes us to the Garden State for a delightfully-written, post-trial decision by retired, recalled Appellate Division Judge…
Mark Ustin, Partner in the firm’s New York State Regulatory & Government Relations and Healthcare practice groups, was recently interviewed by the New…
When Additional Obligations Don’t Derail CPLR 3213: Commercial Division Clarifies the Test
Commercial loan documents are notoriously complex, packed with financial reporting requirements, compliance covenants, and collateral maintenance obligations. For practitioners seeking the expedited relief…
David M. Curry in Commercial Property Executive on the Return to Office Space in New York City
Silverstein Properties has secured a 49,264-square-foot lease at 1177 Avenue of the Americas with global insurance and investment leader Starr. David Curry shares…
What Is a Good Inheritance? Six Great Assets to Inherit
Taking the time to think about what you leave behind is one of the most meaningful steps you can take for your loved…
Responding to NYS Tax Department Letters: Key Steps for Taxpayers
Last week, New York State Department of Taxation and Finance published a press release explaining what taxpayers should do when they receive a…
From Vacancy to Vibrancy: Empire State Development’s Vision for Long Island Housing
On March 27, 2025, Empire State Development, New York State’s chief economic development agency, announced the launch of the Long Island Forward Housing…
In addition to blooming trees and longer days, spring in New York has ushered in a fresh crop of noteworthy decisions on intra-LLC…
On April 29, 2025, the Justice Robert R. Reed of the Commercial Division of the Supreme Court of New York County issued a…
As winter has left its mark over the past three months, so, too, did the Court of Appeals and the Surrogate’s Courts throughout…
Falling Out of Love in the Corporate Context: The Basics of “Business Divorce” Litigation
Matthew D. Donovan will be speaking at the Queens County Bar Assocation CLE “Falling Out of Love in the Corporate Context: The Basics…
Michael Webb joined host Matthew Wallace on the Mathews Podcast for a compelling conversation about his path into real estate law and the…
A lawsuit that halted the awarding of a contract in February to demolish the Central Warehouse in downtown Albany is going to take…
LLC Minority Member Gets Caught in His Own “Wolverine Trap”
Over the years I’ve become less enamored with arbitration as an alternative to litigating complex business cases in court, mostly because the traditional…
Behind the Bench: An Evening with the Westchester Commercial Division Justices
On April 23, 2025, Matt Donovan and Viktoriya Liberchuk moderated a panel featuring Westchester Commercial Division Justices Linda S. Jamieson and Gretchen Walsh….
Nassau County Bar Association Annual Dinner Gala
Farrell Fritz is a proud supporter of the Nassau County Bar Association and join in celebrating the Annual Dinner Gala. Members of the…
Suffolk County Sees an Eight Percent Average Increase in Equalized Values for 2025
For most Towns and Cities throughout the State of New York, May 1st ushers in new assessment rolls and equalized market values for…
New York Women’s Bar Association: How to Handle Estate or Trust Mismanagement
Bret Cahn will be speaking at the New York Women’s Bar Association’s Trust and Estates Committee event: How to Handle Estate or Trust…
New York Women’s Bar Association: Surrogate’s Court for Non-Surrogate’s Court Attorneys
Bret Cahn will be speaking at the New York Women’s Bar Association’s Trusts and Estates Committee event: Surrogate’s Court for Non-Surrogate’s Court Attorneys.
DExit Strategy: Delaware’s Books and Records Reset
Stockholders of Delaware corporations for many years have had the right to examine stock ledgers, stockholder lists and “books and records” for a…
It is not uncommon in the restaurant business for a restauranteur to partner with a silent-partner investor, i.e. the money guy. It’s not…
A Priceless Mistake: How Faulty Appraisals Can Undermine Charitable Tax Deductions
A recent US Tax Court case (WT Art P’ship LP v. Commissioner, T.C. Memo. 2025-30) illustrates how failing to comply with the technical…
Many neurodivergent employees say full-time office work can be overwhelming. While some thrive in traditional office environments, others report that it disrupts their…
Becky (Hyun Jeong) Baek Recognized in the 2025 City & State Asian Trailblazers
We proudly congratulate Becky Baek on her recognition in the City & State 2025 Asian Trailblazers! A partner in the firm’s New York…
2025 New York State Economic Develpment Council Annual Meeting
Peter Curry, Michael Guerriero, and Michael Webb will be attending the 2025 NYSEDC Annual Meeting in Cooperstown, NY.
Westchester County Bar Association 125th Annual Gala & Installation of Officers
Matthew Donovan will be installed as Assistant Treasurer on the Executive Committee at the Westchester County Bar Association’s 125th Annual Gala and Installation…
Neil V. Carbone was recently quoted in The Moneyist on MarketWatch on the complexities of estate planning for blended families. From the article:…
Cheryl A. Kraus Recognized in the City & State 2025 Who’s Who in Government Relations
We proudly congratulate Cheryl A. Kraus on her recognition in the City & State 2025 Who’s Who in Government Relations! Cheryl recently joined…
Retail Reckoning for Suburban Strip Malls
Suburban strip malls have been a staple of Long Island’s retail identity – convenient, accessible, and often anchored by big-name national chains. But,…
Business Appraiser Liability? That’s a New One.
We’ve written about accountant liability. We’ve written about bookkeeper liability. A carefully crafted complaint can state viable claims for either. But business appraiser…
Suffolk County Filing Period for Real Property Tax Grievances Begins
To most, the month of May means the start of Spring and warm weather. But to Suffolk County property owners, the month of…
Brian Corrigan will be presenting at the Estate Planning Council of New York event Estate Planners Day 2025.
Lengthy Opinion Delivered Regarding In Terrorem Clause
It is a rare day that the Court of Appeals, New York’s highest Court, deals with trust and estate matters, let alone something…
We proudly congratulate Rachel Scelfo on her recognition in the New York Real Estate Journal’s 2025 Ones to Watch Industry Leaders Spotlight! Rachel…
The Anatomy of an Operating Agreement …And the Pitfalls to Avoid
Matthew Donovan and Lyle Mahler will be presenting at the Queens County Bar Association CLE on the fundamentals of LLC Operating Agreements.
The Workers Who Feel Left Behind by Return-to-Office Policies
As companies push for full-time return-to-office mandates, millions of neurodivergent workers are experiencing growing anxiety about their future success. Even before the pandemic,…
Stated Purpose vs. Stated Problem: Court Sticks to the Script for LLC Dissolution
It’s been 15 years since the Second Department’s decision in Matter of 1545 Ocean Avenue, LLC, 72 AD3d 121, 2010 NY Slip Op…
Sales of real estate involving non-U.S. sellers – FIRPTA considerations for both parties
Transactions involving the disposition of a U.S. real property interest (“USRPI”) by a foreign person (i.e., a nonresident alien individual or foreign entity,…
Court’s Decision in High Stakes Case Cuts Through the “Fog of Dueling ‘Notwithstanding’ Clauses”
In a post I wrote about a dozen years ago, I quoted Ken Adams, blogger and author of A Manual of Style for…
In a Decision and Order rendered March 4, 2025, Albany County Supreme Court struck down as unconstitutional Section 575-b of the Real Property…
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…
Farrell Fritz Expands in Albany with New Office Location
Farrell Fritz is pleased to announce the relocation of its Albany office to accommodate the firm’s continued growth in the Capital Region. The…
M&A Tax Concepts: What is a “gross-up payment,” and why does it matter?
Buying or selling a business is an exciting experience, and potentially lucrative opportunity for all parties. Most often, during the letter of intent…
Impact of Recent U.S. Tariffs on Material Adverse Change and Force Majeure Clauses
The recent imposition of tariffs by the U.S. government has introduced significant complexities in contractual performance and risk allocation. It is important to…
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…
(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…
Premature or Untimely? Both at the Same Time? When to Sue as a General Partner
Under ancient (some would argue vestigial) common-law rules of general partnerships, partners can find themselves stuck between a rock and a hard place…
Practice AreasCommercial LitigationBusiness Divorce
Practice AreasTrusts & Estates
How Tariffs Impact Business Transfers
The Administration’s tariff policies have contributed to significant volatility in the stock market. Even brief announcements regarding new tariffs often trigger immediate declines…
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…
Closely held corporations typically elect to be treated as S Corporations because doing so allows their shareholders to continue to have the legal…
Relocating? Be Sure to Add the IRS to Your Change of Address Checklist
In a recent decision, the U.S. District Court for the Central District of California held that the Internal Revenue Service (“IRS”) did not…
LLC Member States Direct Claims Arising from Machiavellian Manager’s Tactical Bankruptcy Petition
“There is only going to be one winner here, and it’s not going to be you—give in while there is something still left…
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…
Domenique Camacho Moran was a guest on Hofstra University’s Frank G. Zarb School of Business podcast, Inside the Z-Suite. She joined host Janet…
David M. Curry in Commercial Property Executive on Grocery-Anchored Properties
David Curry shared his insights with Commercial Property Executive in their recent article, ‘First Washington Realty Buys DC-Area Retail Center,’ discussing the impact…
Using Injunctive Relief to Stave Off the Mootness Doctrine
Typically, a court will invoke the mootness doctrine when circumstances change in a way that prevents the court from rendering a decision that…
Business Divorce Cases of 2024
In their recent article published in the New York Law Journal, Peter A. Mahler and Matthew D. Donovan, review the most significant business…
LICP Talks – Labor & Employment Changes Under the New Administration: What Businesses Need to Know
Irene Zoupaniotis will be presenting at the Long Island City Partnership Talks webinar series for an insightful discussion on the key changes impacting…
I’ll Have a Bacon Cheeseburger, Hold the Pickle and LLC Dissolution
I’ve noticed over the many years since this blog’s launch a disproportionate number of posts concerning disputes among restaurant co-owners. The only explanation…
Nassau County ASIE Filings Due April 1st, 2025 for Commercial Properties
Despite all the noise surrounding the extension of the Nassau County property tax grievance filing deadline from March 1st to April 1st this…