With subtle hints that the economy is finally turning from its free-fall, merger and acquisition transactions will begin to surface once again. The preamble of many transaction documents includes various “representations and warranties”, provisions which may provide the parties with a foundation...

In late June 2012, Chief Judge Jonathan Lippman's Task Force on Commercial Litigation released its Report and Recommendations for the Commercial Division, ((The Task Force’s 30+ page Report can be found on the New York Commercial Division website at http://www.nycourts.gov/courts/comdiv)) the...

This month we review an interesting decision regarding the provisional remedy of replevin. Although the Plaintiff’s moving affidavit was inadequate to comply with the CPLR, luckily for the Plaintiff the Court nonetheless awarded Plaintiff possession of the subject chattel premised upon the...

Approximately a year and a half after issuing Mandarin Trading Ltd. v. Wildenstein, 16 N.Y.3d 173 (2011), the New York Court of Appeals has revisited the pleading requirements for unjust enrichment claims. In Georgia Malone & Co. v. Rieder, 19 N.Y.3d 511 (2012), the Court of Appeals...

For individuals, the attorney-client privilege protects communications even after an death (see Swidler & Berlin v. United States, 524 U.S. 399 (1998)), thereby encouraging individuals to speak candidly with counsel without the fear of the information becoming public after death, and thus...

Whoever coined the phrase “partners are only good for square dancing” must have been a defendant in a breach of fiduciary duty claim. One can understand some of the cynicism, as the fiduciary duty imposed upon directors and officers has been described as a “stringent,” “undivided and undiluted...