Business Law and Corporate Law

Derivative lawsuits allow shareholders to pursue legal claims on behalf of corporations when officers or directors fail to act. Understanding the stringent procedural requirements, including pre-suit demand obligations and the business judgment rule's protective scope, is critical for anyone considering or defending against such actions.

This edition of Summer Shorts examines three recent New York business divorce decisions: whether the Dead Man's Statute bars an executor's reliance on a decedent's verified dissolution petition, the dismissal of a derivative claim despite strong liability showing due to inadequate damages proof, and an unsuccessful attempt to impose fiduciary duties on non-managing LLC members.

Where a shareholders' agreement required consent before the company instituted legal proceedings, that did not prevent a shareholder from bringing a derivative claim.

CF Private Equity President and CEO Mark Hoeing discusses how persistence of returns, disciplined manager selection, and rigorous diligence define success in today's private markets. He shares insights on continuation vehicles, the power law dynamics driving venture capital returns, and identifies founder-owned businesses and AI infrastructure as key sources of future growth.

In this episode of Private Market Talks, CF Private Equity President and CEO Mark Hoeing joins partner Howard Beber to explain how persistence of returns, disciplined manager selection, and rigorous diligence define success in today's market.

Aurelia Edwards, co-founder and general partner of Edin Capital, discusses her transition from startup founder to venture capital fund manager and explains why not every startup should pursue unicorn status. She shares insights on supporting founders with investment strategies that align with their actual business goals rather than forcing them into a Silicon Valley mold, while emphasizing the importance of understanding regional markets and generating both financial returns and community impact.

Patsy Doerr, Chief People & Culture Officer at LRN, joins Lowenstein Sandler's Real Talk podcast to share her extensive experience in driving inclusive leadership initiatives and building ethical workplace cultures across global organizations. The conversation explores her career journey and the critical elements needed to advance inclusion, talent development, and leadership in today's corporate environment.

The ICC International Court of Arbitration has reached a historic milestone with its 30,000th case registration in 2025, while simultaneously introducing groundbreaking rule changes that eliminate mandatory terms of reference for the first time in over a century. What do these developments mean for the future of international arbitration, and how are gender diversity initiatives reshaping the composition of arbitral tribunals?

A divided Eleventh Circuit panel has affirmed a preliminary injunction blocking Florida's Stop WOKE Act from restricting classroom instruction at public universities, finding the law's viewpoint-based limitations likely violate the First Amendment. The court rejected Florida's argument that professors' classroom speech constitutes government speech subject to unrestricted state control, instead emphasizing the special constitutional status of academic freedom and open inquiry in higher education. While the

The Treasury Department and IRS have proposed new regulations that would eliminate a burdensome information-return filing requirement for trusts whose only charitable contribution deductions flow through from partnerships or S corporations. The proposed rule addresses practitioner complaints about an obscure filing obligation that applies to trustees who may not even realize they are subject to it, while serving little enforcement purpose for the IRS.

Milbank LLP attorneys examine the implications of New York's pied-à-terre tax for common estate planning structures and situations, analyzing the basic mechanics of the surcharge and discussing key ambiguities in the statute. The article explores potential pitfalls that practitioners should consider when advising clients on property ownership and estate planning in New York.

Washington State's Trust and Estate Dispute Resolution Act (TEDRA) grants courts broad discretion to shift attorneys' fees in trust and estate litigation, potentially exposing fiduciaries to personal liability when their conduct breaches fiduciary duties or unnecessarily prolongs disputes. Understanding the circumstances under which courts may order personal fee awards is essential for trustees, personal representatives, and beneficiaries navigating these complex disputes.