Consumer and Retail Second Circuit Upholds Dismissal of Class Action Alleging Tobacco Company and Officers Made False, Misleading Statements About Smoke-Free Products In re Philip Morris Int’l Inc. Sec. Litig. (2d Cir. Dec. 26, 2023) What To Know: The Second Circuit affirmed the dismissal of a putative class action securities complaint against a tobacco company and certain … Continued

As this issue was going to press, the Supreme Court had just issued its ruling in two cases that portend a sea change in the role of the federal agencies charged with administering the regulatory laws under their jurisdiction (Loper Bright v. Raimondo, No. 22-451, and Relentless v. Dept. of Commerce, No. 22-1219). Oral arguments were … Continued

On April 23, 2024, the Federal Trade Commission (FTC) adopted a sweeping rule banning virtually all future non-compete clauses with workers and invalidating existing non-compete clauses with all workers other than “senior executives.” The three Democratic commissioners voted in favor of the rule, while the two Republican commissioners voted against the rule. The rule deems … Continued

The Corporate Transparency Act (CTA) is a new U.S. federal law requiring most U.S. corporations, LLCs, and other entities, as well as similar non-U.S. entities registered to do business in the U.S., to report their beneficial ownership to the U.S. government.1 These requirements are detailed, burdensome, and involve the disclosure of personal information, and, therefore, compliance will … Continued

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 businesslaw@nysba.org. For contact information for current chairs, see page … Continued

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

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 … Continued

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

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 … Continued

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