Menu
Business
Family Business Disputes
January 12, 2017
Problems that arise in running a family business sometimes manifest themselves as legal claims. That seems obvious when the company gets sued by an employee or vendor or customer, but can also occur when the other owners choose to invoke the courts when they suspect another family member of financial improprieties or mismanagement. Anger at the alleged offender can then fuel the fires of litigation, turning the conflict into a costly experience that can not only destroy the business, but can also...
January 12, 2017
Problems that arise in running a family business sometimes manifest themselves as legal claims. That seems obvious when the company gets sued by an employee or vendor or customer, but can also occur when the other owners choose to invoke the courts when they suspect another family member of financial improprieties or mismanagement. Anger at the alleged offender can then fuel the fires of litigation, turning the conflict into a costly experience that can not only destroy the business, but can also...
Moot Dispute Gets Boot
January 5, 2017
Sessa Capital, a hedge fund, supported the election of certain directors to the board of Ashford Prime, a hotel business. Ashford’s management rejected their applications, contending that they were incomplete. Litigation ensued, in which Sessa sought an injunction against the June 10, 2016 board election. The district court denied relief; Sessa appealed, and a motions panel of the Fifth Circuit denied an interim stay. Since that election proceeded, mootness became an obvious appellate issue....
January 5, 2017
Sessa Capital, a hedge fund, supported the election of certain directors to the board of Ashford Prime, a hotel business. Ashford’s management rejected their applications, contending that they were incomplete. Litigation ensued, in which Sessa sought an injunction against the June 10, 2016 board election. The district court denied relief; Sessa appealed, and a motions panel of the Fifth Circuit denied an interim stay. Since that election proceeded, mootness became an obvious appellate issue....
Rigidity of Public Contracts
August 15, 2016
We apply algorithmic data reading and textual analysis to compare the features of contracts in regulated industries subject to public scrutiny (which we call “public contracts”) with contracts between nongovernmental entities. We show that public contracts are lengthier and have more rule-based rigid clauses; in addition, their renegotiation is formalized in amendments. We also find that contract length and the frequency of rigidity clauses increases in political contestability and closer to upcoming...
August 15, 2016
We apply algorithmic data reading and textual analysis to compare the features of contracts in regulated industries subject to public scrutiny (which we call “public contracts”) with contracts between nongovernmental entities. We show that public contracts are lengthier and have more rule-based rigid clauses; in addition, their renegotiation is formalized in amendments. We also find that contract length and the frequency of rigidity clauses increases in political contestability and closer to upcoming...
Advice on Contract Drafting
March 4, 2016
At the New York Bar Association Journal, Judge Gerald Lebovits provides a short, practical guide to contract drafting (here). He covers the planning stage, negotiations, and writing to your audience. He promises a future article on the parts of the contract.
March 4, 2016
At the New York Bar Association Journal, Judge Gerald Lebovits provides a short, practical guide to contract drafting (here). He covers the planning stage, negotiations, and writing to your audience. He promises a future article on the parts of the contract.
Company’s Social Media Accounts Transferred in Bankruptcy
April 28, 2015
This case addresses whether social media accounts used in connection with a business become property of the bankruptcy estate. The...
April 28, 2015
This case addresses whether social media accounts used in connection with a business become property of the bankruptcy estate. The...
Tina Stark on Contract Drafting at the Intersection of Law and Business
April 14, 2015
When I speak about contract drafting, I often state that contract drafting sits at the intersection of law and business. Students can learn about style, organization, process, interpretation, ambiguity, and clarity, but if they don't know the law and understand the deal, the contract will be ripe for litigation. In Buckingham v. Buckingham, 14335 314297/11, NYLJ at *1 (App. Div., 1st, Decided March 19, 2015), a well-known matrimonial lawyer botched the drafting of a prenuptial agreement. As drafted,...
April 14, 2015
When I speak about contract drafting, I often state that contract drafting sits at the intersection of law and business. Students can learn about style, organization, process, interpretation, ambiguity, and clarity, but if they don't know the law and understand the deal, the contract will be ripe for litigation. In Buckingham v. Buckingham, 14335 314297/11, NYLJ at *1 (App. Div., 1st, Decided March 19, 2015), a well-known matrimonial lawyer botched the drafting of a prenuptial agreement. As drafted,...
Factual Misrepresentations Result in Claim Dismissal
November 24, 2014
A Federal Circuit decision reminds attorneys that a party must provide factual evidence supporting their allegations. In Monsanto Co. v. E.I. DuPont de Nemours & Co., the U.S. Court of Appeals for the Federal Circuit held that it was proper to impose sanctions striking the defendant’s counterclaim when documents produced in discovery showed no factual basis for a claim. Sanctions Include Striking Counterclaim In Monsanto, the plaintiff sued the defendant for breach of a license agreement and patent...
November 24, 2014
A Federal Circuit decision reminds attorneys that a party must provide factual evidence supporting their allegations. In Monsanto Co. v. E.I. DuPont de Nemours & Co., the U.S. Court of Appeals for the Federal Circuit held that it was proper to impose sanctions striking the defendant’s counterclaim when documents produced in discovery showed no factual basis for a claim. Sanctions Include Striking Counterclaim In Monsanto, the plaintiff sued the defendant for breach of a license agreement and patent...
The Case for Dispute Resolution Clauses in Contracts
November 20, 2014
One way to be proactive is in drafting contracts and agreements. Partnership or operating agreements, homeowner-contractor contracts, employment agreements, non-competes, transactional and other kinds of agreements are the first steps in dispute prevention. A good contract lawyer will work with his clients to know their businesses well, anticipate the kinds of issues that will come up and address them in the contract. That’s what makes an agreement that a lawyer worked on valuable and very different...
November 20, 2014
One way to be proactive is in drafting contracts and agreements. Partnership or operating agreements, homeowner-contractor contracts, employment agreements, non-competes, transactional and other kinds of agreements are the first steps in dispute prevention. A good contract lawyer will work with his clients to know their businesses well, anticipate the kinds of issues that will come up and address them in the contract. That’s what makes an agreement that a lawyer worked on valuable and very different...
Reflections on the State and Future of Commercial Arbitration: Challenges, Opportunities, Proposals
November 18, 2014
Commercial arbitration systems addressing business disputes are in a process of dynamic evolution that presents distinct challenges as well as manifold opportunities for business users and for those who provide services as counselors, advocates, arbitrators and institutional arbitration providers. At the invitation of the College of Commercial Arbitrators, Professor Stipanowich prepared this assessment of the current "state" of commercial arbitration as experienced and perceived in the United States...
November 18, 2014
Commercial arbitration systems addressing business disputes are in a process of dynamic evolution that presents distinct challenges as well as manifold opportunities for business users and for those who provide services as counselors, advocates, arbitrators and institutional arbitration providers. At the invitation of the College of Commercial Arbitrators, Professor Stipanowich prepared this assessment of the current "state" of commercial arbitration as experienced and perceived in the United States...
Preventing Conflicts in Family Businesses
December 31, 2013
Conflicts are a daily reality for everyone, especially in a work environment. While some are minor and easy to handle, others require specific attention in order to avoid tensions and lasting enmities among co-workers. This is especially true in the context of family businesses where relationships are embedded in a system comprised of family dynamics and business structures. Unfortunately, sweeping actual or potential conflicts under the rug remains the first reflex of most business owners. ...
December 31, 2013
Conflicts are a daily reality for everyone, especially in a work environment. While some are minor and easy to handle, others require specific attention in order to avoid tensions and lasting enmities among co-workers. This is especially true in the context of family businesses where relationships are embedded in a system comprised of family dynamics and business structures. Unfortunately, sweeping actual or potential conflicts under the rug remains the first reflex of most business owners. ...
