The decision-making process for corporations is typically relegated to the directors of the corporation, appointed by vote of the holders of shares of the corporation. In managing the affairs of the company, the directors must take actions which are in the best interests of the corporation. The authority to make these decisions without minority shareholder input may be a consideration when selling an interest in the corporation, to prevent holders of a minority interest from influencing corporate action.

For closely held corporations (which are essentially corporations whose stock is not publicly traded), directors must be cautious when soliciting minority investors. Directors must not only carefully consider what powers they desire to give to holders of these minority shares, but also what powers may inherently exist based on New York law. For closely held corporations, because there is no public market to sell shares and any possible sale may have many restrictions depending on the corporation, New York has added statutory protections for minority shareholders, which create additional rights or powers for these shareholders.

To read more click here >>

(back to top) 

On Aug. 2nd, CBS-owned stations in New York, Los Angeles and Dallas went dark on Time Warner Cable systems after talks between the companies broke down. Time Warner also removed Showtime and three other cablers from lineups nationwide in the dispute. The blackout was a result of a dispute over CBS' request for higher fees from the cable company to retransmit CBS stations.

They ended their one month battle/contract dispute, with CBS winning not only a significant financial increase for its programming, but also its stake in the digital future. The outcome should set a precedent for cable companies and their view of blackouts as a viable negotiation tool. Last month, Time Warner Cable reported a huge quarterly loss of television subscribers, the largest in its history: 306,000 of its 11.7 million subscribers dropped the company. While CBS has came out unscathed.

Harvard Law School's Program on Negotiation published an article written by Katie Shonk entitled "The CBS - Time Warner Cable Dispute: Making a Bad BATNA Even Worse." She discusses how the CBS/TWC standoff is a perfect example of how attempting to punish a negotiation counterpart into conceding often backfire. As Time Warner played hardball with CBS in an attempt to frighten the network into conceding, they lost focus on how the standoff would impact its customers and ultimately lose subscribers. Time Warner's BATNA -- its "best alternative to a negotiated agreement" with CBS -- was a bad one from the start.

To read the full article, click here >>

(back to top) 

  

Many artists, especially entrepreneurs who are just starting off, often start talking to others about their work without realizing that they may be disclosing too much. Their creative ideas or works are assets, and if they do not establish ownership of these assets, the assets could be lost.

Artists often do not realize how important it is to establish ownership over their works, before displaying or disclosing them to the public.

Generally, copyright attaches automatically the moment the original work is created and "fixed" in a tangible medium. Copyright owners possess the right to prevent others from copying and selling the copyrighted work. However, in addition to those rights, the U.S. Copyright Act provides additional rights and protections to registered copyright owners.

First, copyright registration establishes a public record of the copyright ownership. This puts the public on notice of your ownership of the work. It also allows you to affix the copyright notice � to your work.

Second, the certificate of copyright registration serves as evidence in court of the validity of the copyright and your ownership. This is also helpful when a copyright owner seeks swift action and a response from an infringer. With a copyright registration, the effect of a "cease and desist" letter is stronger on an infringer who understands the consequences of a legal action.

To read more click here >>
 

Three recent appellate decisions, each sparse on fact, nevertheless remind us of the relevance of well settled legal principles and confirm the proof required to prevail on each. The first, Tewksbury Management Group, LLC v. Rogers Investments NV LP¹, involves application of the doctrine of res judicata; the second, Bonacasa Realty Company, LLC v. Salvatore², discusses the concept of piercing the corporate veil; and the third, MH Residential 1, LLC MH v. Barrett³, inter alia, discovery.

In Tewksbury, the commercial tenant commenced an action against its landlord claiming landlord breached the lease by failing to obtain a valid certificate of occupancy, remove building violations that allegedly interfered with tenant's use of the premises, to provide heat and to deliver possession of the entire premises. By order entered April 19, 2012, the Supreme Court granted landlord's motion to dismiss the complaint.

As it turns out, several years earlier in 2008, landlord commenced a nonpayment proceeding against tenant. That proceeding ended with a consent judgment of possession and judgment for rent arrears. In affirming the dismissal of tenant's claims upon the doctrine of res judicata, the Appellate Division held that tenant's claims were "inextricably intertwined with defendant's claims in the summary proceeding" and could have been raised by tenant in that summary proceeding. Obviously, tenant's claims, if proved, would have provided a defense to landlord's claims for possession and rent. Having failed to raise the claims in the summary proceeding and, more importantly, having consented to a judgment for rent arrears and possession, tenant necessarily acknowledged rent was owed, thus precluding its claim that landlord breached the lease. If you represent a tenant and have claims that could provide a defense to a claim of nonpayment and that would also result in an award of damages, the claim must be raised in the summary proceeding or it may be forever lost.

To read more click here >>

(back to top) 

This month I completed the sale of my parents' co-op in Queens. This is the apartment that I grew up in. The process of emptying the apartment (which I discussed back over the summer) has finally been completed. Most people, when they  design their estate plan, think primarily about the large financial assets: real property, bank accounts, investment accounts, family businesses, etc. But let me tell you from personal experience, the most heart-wrenching decisions are who gets the "stuff." I've found in my practice that family rifts and disputes are not over money, but over the little things that end up having little or no monetary value at all.

The family bible, the photo album, Mom and Dad's wedding bands, Grandma's heirloom hope-chest. These are the items that end up costing families more in harsh words, hurt feelings, and legal fees than any expensive property or valuable bank account. This is because these are the items that, although they may have a low financial value, have a high emotional value for families -- a fact that many parents or grandparents do not consider when they are making out their Wills or Trusts. Luckily for me, living in an apartment didn't give us the luxury of saving a lot of "memories." If it wasn't used, it didn't stay.

Even though the Executor may be in charge, typically the heirs get to decide among themselves (or more commonly: fight among themselves) after your death as to who gets the crystal vase, jewelry, dining room furniture and handmade artwork. Instead, consider talking to the kids and grandkids about these memorabilia and emotional heirlooms right now. Keep in mind that this might not be an easy conversation to initiate. Most kids are reluctant to talk about, or even think about, their parents' eventual passing. Believe it or not, many parents have found that they have to broach the subject more than once before their kids are willing to talk about it.

To read more click here >>

(back to top)