NY’s Highest Court Rejects Expansion of Common-Interest Doctrine: NY Legal New Updates

New York’s Court of Appeals has reinstated the New York rule that the common-interest doctrine in New York only applies in the context of actual or threatened litigation. The New York common-interest doctrine is a legal concept in New York’s Mergers & Acquisitions Law that provides an exception to the general rule that attorney-client privilege is waived when protected information is shared with a third party – provided that the communication furthers a near-identical legal interest shared by a client and a third party. This doctrine protects M&A transactions in New York in this limited regard when companies seek to execute the transaction because both companies share a common legal interest at that time, but only when the information concerns legal advice in pending or reasonably anticipated litigation. However, the doctrine does not extend beyond this exception. Recently, the lower Appellate Division in New York attempted to expand the protection provided

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New York Reverse Mergers Basics

If you are looking to take your New York private business public, consider the benefits and drawbacks of a New York reverse merger.  Often executives and owners of successful New York businesses may wish to capitalize on that success by making shares of the business’s stock available to the public. Having a public company provides additional benefits to businesses, including expansion of business dealings and attracting highly talented hires with offers of stock options.  However, of course risks abound. In a reverse merger in New York, investors of a privately-held company acquire a majority of the shares of a publicly-held “shell company,” which is then merged with the privately-held company.  To consummate the deal, the private company trades shares with a public shell in exchange for the shell company’s stock, transforming the acquiring private company into a public company. An advantage of undertaking a reverse merger is the comparative ease

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NY Agency Law Basics: Obtaining an agent to distribute your products in New York

New York Agency law deals with the relationship between an “agent,” and a “principal.” An agency relationship forms when a principal asks an individual to act on behalf of the principal and the action of the agent may bind the principal in some way.  Agency, in short, is a fiduciary relationship where an agent acts for a principal subject to control of the principal. Under these circumstances, a principal will be liable for contracts entered into by agents when (1) the a fiduciary relationship exists between an agent and principle  (2) the agent acted with some kind of authority, and (3) a contractual obligation is created between the agent and a third party.  The idea of authority can be a tricky one to nail down. Actual, Apparent  & Inherent Authority to Act for a Principal in New York An agency relationship can be, and often is, enforced by written agreements

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Vital Business Agreements Before Starting a Business in New York: NY Startup Basics

The following is a list of the basic business agreements that we advise prior to operating a New York business. This list is not intended to be exhaustive and some types of NY companies require specialized business agreements that are unique to the specific industry. Basic New York Corporate Agreements Operating/Shareholder Agreement Employee Agreements Consulting/Independent Contractor Agreements Confidentiality Agreement Terms of Use/Privacy Policy for Website Vendor Agreements License Agreements Service & Sales Agreement Intellectual Property Agreement Lease Agreement Joint Venture Agreement/Shareholder Agreements For a no cost consultation, CONTACT US for an appointment. (c) Sean Hayes – SJ IPG. All Rights reserved.  Do not duplicate any content on this blog without the express written permission of the author. info@ipglegal.com.

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New York Partnership & Joint Venture Due Diligence Checklist

We, regretfully, see too many New York, New Jersey and Connecticut companies entering into business relationships with foreign nationals & corporations with little foresight.  Often cultural and divergent business ethics leads to immediate issues.  The following Merger & Acquisition Due Diligence Checklist is intended as a guide to vetting a prospective partner/joint venture for business in New York.  The list is not exhaustive and an experienced New York attorney is, normally, necessary to join your due diligence team.  This list is, also, useful for those doing being with New York companies and individuals, but was specifically tailored based on experience with Asian companies.  Please don’t chase an opportunity without considering the risks.  The cost is, likely, less than you think and risks are, likely, greater than you imagine. This New York-Focused Merger & Acquisition Due Diligence Checklist is not a substitute for retaining a New York attorney to assist with your New

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