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Business Litigation FAQ's

Can I dissolve my New Jersey Business?

Yes. But the steps that need to be taken and the factors to be evaluated will depend on…

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What is a deadlock in a New York Business?

Corporate "deadlocks" relate, primarily, to closely held New York corporations, partnerships and limited liability companies.

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What is a deadlock in a New Jersey Business?

Deadlocks occur in New Jersey closely held corporations, partnerships and limited liability companies when there is disagreement among business partners.

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Can a majority partner deny bonuses to minority partners and shareholders?

The answer depends on why the majority partner is taking this action.

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What are the By-Laws of a New York Corporation?

The by-laws of a corporation are established at the time of corporate formation.

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Will corporate "by-laws" play a role in my NY shareholder dispute?

Yes. When involved in a dispute with fellow shareholders and owners, you must thoroughly evaluate your rights under your shareholder agreement (if you have one) and the by-laws that were adopted at the time that your corporation was established.

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Who is the lawyer who wrote the book on partnership disputes?

Charles N. Internicola wrote the book "The New York and New Jersey Partnership Dispute Guide".

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Can I stop my business partner from setting up a competing business?

Yes, but it depends on the nature of your partnership and the facts.

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Can I stop my business partner from locking me out of the business?

Yes. Lockouts are common in business, partnership and shareholder disputes.

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Can I sue my New Jersey business partner?

Yes. Typically lawsuits between New Jersey "business partners" involve claims and causes of action focused on misappropriation of corporate assets, diversion of business opportunities and breach of fiduciary duties and obligations.

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Can I sue my New York business partner?

Yes. Typically lawsuits between New York "business partners" involve claims and causes of action focused on misappropriation of corporate assets, diversion of business opportunities and breach of fiduciary duties and obligations.

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What are Articles of Organization?

Under New York's Limited Liability Company Law, the term "Articles of Organization" refers to the original documents that are filed with the New York Department of State for the purpose of establishing a limited liability company.

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What are the fiduciary duties of a business partner in New York and New Jersey?

The general fiduciary duties of partners in a business partnership are…

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What are Fiduciary Duties for New York and New Jersey Shareholders?

The fiduciary duties and obligations of a shareholder in a business in New York or New Jersey must follow very specific rules but these rules can be summarized into a very general description.

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In a Business Partnership Dispute What is the Best Course of Action?

The best course of action in a business partnership dispute is to…

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What is a Minority Partner or Minority Shareholder?

When dealing with shareholders and partners, the term "minority" refers to a shareholder or partner who controls less than 50% of stock or voting interests in the underlying business.

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In a Partnership or Shareholder Dispute What Agreement Provisions are Important?

Important agreement provisions to consider when involved in a partnership or shareholder dispute are agreements relating to the following subjects…

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Do Shareholders of a Small Closely Held New York Corporation have the Right to Inspect the Corporations Books and Records?

Yes. Pursuant to New York Business Corporation Law Section 624, shareholders of a New York corporation possess, among other things, the right to…

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What provisions must be included in a Limited Liability Company Operating Agreement?

Under New York law (Limited Liability Company Law Section 417(a)) on LLC operating agreement must contain "provisions not inconsistent with law"…relating to…

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What are the Grounds for the Judicial Dissolution of a New York Limited Liability Company?

Under New York law the grounds for judicial dissolution is limited to those instances when a member of the LLC demonstrates that it is "not reasonably practicable" for the limited liability company to continue to carry on its business in conformity with the operating agreement.

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What is an Operating Agreement under New York Law?

Operating Agreements are specific to "limited liability companies".

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What is "Judicial Dissolution"?

When dealing with corporations, partnerships, and limited liability companies "judicial dissolution" relates to a court ordered dissolution.

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Is "Corporate Deadlock" or "Shareholder Deadlock" a Basis for Dissolution of a New York Corporation?

Yes. Pursuant to Business Corporation Law Section 1104 "Shareholder Deadlock" is a basis for dissolution.

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What is the Standard for Judicial Dissolution of a New York LLC?

Under New York law the judicial dissolution of a LLC requires a showing by a member that "it is not reasonably practicable for the limited liability company to continue to carry on its business in conformity with the operating agreement".

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What are some Environmental Concerns Associated with Purchasing a Gas Station.

When buying a gas station some of the biggest and most important assets that you will be purchasing relate to…

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How can I file a complaint against a franchisor in New York?

If you are a franchisee with a complaint about a franchisor in New York you can file a formal complaint with the New York Attorney General by filing out a franchisor complaint form.

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What is a Partnership Agreement?

A partnership agreement is a written agreement between two or more individuals who join as partners to form and carry-on a for profit business.

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What is a liquidated damages clause

A "liquidated damages" clause is a provision contained in a contract where the parties to the contract establish a set amount as damages in the event of a breach of the contract.

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What is an Order to Show Cause in Business Litigation

The term "order to show cause" is a legal term utilized in lawsuits in both New York and New Jersey state courts and is utilized in connection with an emergency hearing whereby an attorney (on behalf of his or her client) is seeking an immediate appearance before a court and, in most instances, is seeking emergency relief, typically, in the form of an injunction.

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What is a Forum Selection Clause?

A forum selection clause is a clause added to a business agreement that restricts where a party may commence a lawsuit in the event of a dispute.

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What is a preliminary injunction?

A preliminary injunction is a legal restraint ordered by a court and is designed to maintain the current situation / "status quo" pending the hearing and determination of a legal dispute.

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