NY Business Law Journal – Vol. 27 No. 2

NY Business Law Journal

2023 Vol. 27 No. 2

Published by: Business Law Section

Business Lawyers, the Corporate Transparency Act and New York State’s Response

Starting January 1, 2024, most newly formed privately held businesses formed or qualified to do business in the U.S. will be required to report the identities of those individuals who own and control them to the U.S. Treasury Department’s Financial Crimes Enforcement Network (FinCEN). By the end of 2024, most businesses formed before 2024 will … Continued

By Thomas M. Pitegoff

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(You Make Me Feel Like) A Natural Witness

Aretha Franklin’s 1967 “(You Make Me Feel Like) a Natural Woman” became one of her most popular songs.1 Written by Carole King and Gerry Goffin for Franklin,2 it was later covered by King herself on her 1971 “Tapestry” album.3 Incredibly, the song later became a hit for Franklin on the United Kingdom’s singles chart almost 51 years after … Continued

By C. Evan Stewart

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The Soft Sands of Rehoboth Beach Versus the Bright Lights of Broadway: Where Do I Form My New Entity, Delaware or New York?

When forming a new legal entity, choosing the state of formation is an important first step that should be considered carefully. Often, business owners based in New York are faced with the choice to form either at home or in the popular formation state of Delaware. This article will summarize a few of the factors … Continued

By Joseph V. Cuomo, Caroline G. Frisoni

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Standardizing the Corporate Veil Phenomenon

I. Introduction A fundamentally recognized principle in corporate law is that shareholders are not personally liable for the obligations incurred by a corporation.1 Corporate entities are generally treated as distinct from their shareholders.2 Judgments against corporations for liability stop at the corporation and cannot be enforced against their shareholders.3 This is the theory of the corporate form.4 The corporate … Continued

By Taylor Duffy

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Message From the Chair

As the needs of businesses keep changing, so do those of our Business Law Section members and we, your section officers and Executive Committee, remain focused on helping business lawyers to keep their clients abreast of the continually changing legal landscape. Our CLE and educational programming have been, and will be, robust and diverse. The … Continued

By Jessica Parker

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Inside the Courts: An Update From Skadden Securities Litigators

Spotlight Two Sides of the Same Coin: Analyzing the Recent Ripple and Terraform Decisions This article was originally published August 31, 2023, on Reuters Legal News and Westlaw Today, Thomson Reuters businesses. Key Points • In July 2023, Judges Torres and Rakoff in the Southern District of New York issued rulings on whether digital asset sales through trading platforms constitute securities transactions subject … Continued

By Business Law Section

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How Much Is Too Much? The Corporate Transparency Act and the Burden of Anti-Money Laundering Laws on Financial Institutions

I. Introduction This year, JPMorgan Chase and Deutsche Bank paid millions of dollars to victims of Jeffrey Epstein for failing to flag and report suspicious transactions while doing business with the child sex trafficker.1 Epstein routinely withdrew large amounts of cash to pay his victims, and both banks failed to flag these transactions that were allowing Epstein … Continued

By Zoe Huber

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A primary mission of the Business Law Section has always been to promote business-friendly legislation for New York State. It is no secret that New York has been losing jobs, people and industry to other states, and at least in part this is due to the state’s sometimes unwelcoming posture to new businesses as well … Continued

By David L. Glass

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Finance Providers Need To Be Aware of New Commercial Finance Disclosure Laws

In June 2023, Florida and Connecticut became the sixth and seventh states, joining California, Georgia, New York, Utah, and Virginia, to enact a law requiring finance providers to disclose specified information in connection with commercial financing transactions.1 Other states are considering similar legislation. These disclosure requirements are complex, in part because they can apply to a … Continued

By Molly E. Swartz, Stephen L. Sepinuck

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Committee Reports

The Business Law Section conducts most of its activities through individual committees that focus on various areas of business law. Membership in any committee is open to any section member. While active participating is encouraged, there is no required time commitment. To join a committee, email [email protected]. For more information, visit https://NYSBA.ORG/BUSINESS. Banking Law Committee … Continued

By Business Law Section

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Checkmate! Your Move, Shareholders: Can Forum-Selection Clauses Preclude Derivative Claims?

Introduction Modern corporations are extraordinary in their ability to exert a level of power comparable to nations.1 Shareholder litigation serves as one tool to ensure accountability from these business entities. In recent years, shareholder litigation has evolved and expanded in scope. Shareholders now demand corporations make changes to address contemporary social concerns, such as diversifying board … Continued

By Dina Khedr

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Business Lawyers Giving Back

If you are reading this article, chances are that you are a member of the Business Law Section of the New York State Bar Association, and that your practice area is covered by one of the several committees of the section, ranging, alphabetically, from Banking to Wine and Spirits. Also likely, your primary professional focus … Continued

By Stuart B. Newman

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