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A corporation in New Jersey must follow certain formalities in its formation and operation to maintain its status as a corporation with respect to protecting its shareholders from personal liability. Protection Of A Corporation's Shareholders From Individual Liability In New Jersey, shareholders generally are not liable for claims against the corporation for amounts greater than their investment in the corporation. …Read More

Periodically, a litigant who is representing himself or herself in court in New York State contacts this author, states that he or she can’t afford to retain an attorney to represent him or her throughout the lawsuit, and asks whether this author, without entering an appearance as counsel of record, will draft or edit certain pleadings for the litigant to…Read More

Last week, in Allen v. V & A Brothers, Inc., No. A-4427-08 (N.J. App. Div. June 23, 2010), New Jersey's Appellate Division held that when a company violates regulations issued under the New Jersey Consumer Fraud Act, N.J.S.A. §§ 56:8-1 - 56:8-184 (the "Consumer Fraud Act" or the "NJCFA"),  "individuals who were principals or employees of" the company and who…Read More

For a company to prevail in a lawsuit in Manhattan, NYC against a customer or client for posting, on an internet site, comments criticizing the company, the company must prove falsity, malice and special damages. In practice, lawsuits by a business against a person for posting, online, negative comments about the business usually fail, either because the defendants’ comments are protected…Read More

On January 27, 2010, in Nichols v. SG Partners, Index No. 109439/2009 (N.Y. Sup. Ct. N.Y. County) (Edmead, J.), the New York County Supreme Court denied in most respects the motion to dismiss of the defendant, a financial executive placement company, and held that the plaintiffs, two former executive recruiters at the firm, stated causes of action for breach of oral…Read More

Under New York law, a terminated employee may pursue claims for breach of express and implied contract, unjust enrichment, and violation of Article 6 of the New York Labor Law against his employer for failing to compensate the employee for bonuses owed to him, even where no agreement to pay bonuses is set forth in writing. Such unpaid bonuses may…Read More

This month, in Matter of Cline, 2010 N.Y. Slip Op. 02862 (1st Dep’t April 8, 2010), New York’s Appellate Division, First Department, held that ″where a ′factual issue exists which may be raised by answer′ ” to the petition, the trial court is precluded from summarily granting a member’s petition for judicial dissolution of a limited liability company — that is,…Read More

Generally speaking, yes. A rule of thumb is that for-profit companies in Manhattan, NYC must pay their interns or trainees unless, among other requirements, the interns or trainees are obtaining vocational experience and educational credit by working; are working for their own benefit rather than the company’s; and, by working, are conferring no immediate benefit on the company. Companies should…Read More

Last week, in Jones v. Harris Associates, No. 08-586 (U.S. Mar. 30, 2010), the U.S. Supreme Court held that fees which investment advisers charge mutual funds may not be so high that they must have resulted from undue influence. More specifically, the Jones Court held that a mutual fund shareholder, in order to show that a mutual fund investment adviser breached the “fiduciary…Read More

In order to maintain a specified status quo while the plaintiff’s lawsuit is pending in New York State court, the plaintiff may obtain a preliminary injunction or a temporary restraining order (a “TRO”). An injunction usually includes a direction not to do a particular act. For example, a preliminary injunction may enjoin and restrain the defendant or defendants, while the plaintiff’s lawsuit…Read More