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Former President Trump’s lawyers filed a motion in federal Court seeking the appointment of a “special master” to inspect the records seized from Mar-a-Lago by the FBI on August 8, 2022. This blog will address what a special master is, the legal standard for the appointment, and the likelihood that a special master will be appointed by the federal Judge deciding former President Trump’s motion.
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Continue Reading What Is A Special Master? Former President Trump Filed Motion Seeking the Appointment of a Special Discovery Master

On May 26, 2021, the Superior Court of New Jersey, Appellate Division issued an important decision in Premier Physician Network, LLC v. Robert Maro, Jr., M.D., et al, (Docket No. A-1152-20) concerning the governance of New Jersey limited liability companies (LLC). The issue before the Court was whether members of an LLC were bound by the terms of an operating agreement by assent as set forth in N.J.S.A. 42:2C-12(b), which states that “[a] person that becomes a member of a limited liability company is deemed to assent to the operating agreement.” The Court held that a draft operating agreement does not become the operating agreement of an LLC unless there is an agreement of the members. Further, that assent only bounds future members of an LLC to an already agreed upon operating agreement.
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Continue Reading Appellate Division Rejects Notion That Members Can Simply Assent and Not Agree to the Terms of a Newly Drafted Operating Agreement

Contract law offers contracting parties a defense against performing under a contract where the fulfillment becomes impossible due to unforeseen events outside the parties control. These unforeseen events are often called “force majeure” or “acts of god.” With each passing day, the government, in response to COVID-19, is imposing more restrictive containment measures. These measures are likely to affect the parties’ workforce and supplies needed to perform the contract.
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Continue Reading Will the Coronavirus Be Deemed a Force Majeure Event and If So, How Will That Effect You?

The House of Representatives passed legislation aimed at mitigating the economic impact of the coronavirus by providing financial assistance to businesses and individuals. Assuming the bill is passed by the Senate early next week and signed into law by President Trump, the law would ensure that workers can take paid or sick leave. The bill also bolsters unemployment insurance and guarantees that all Americans receive free diagnostic testing for coronavirus.

The potential economic fallout from coronavirus is unknown at this time.…

Continue Reading House Passes Bill to Address Coronavirus – Now It’s Our Turn to Do Our Part

A recent New Jersey federal court decision denying Strike 3 the right to expedited discovery highlights a recent departure from the status quo of allowing Strike 3 to subpoena Internet Service Providers (“ISP”) such as Comcast, Verizon, and Optimum, in order to discover the identity of the individual subscriber of a certain Internet Protocol (“IP”) address that Strike 3 alleges was used to illegally download its copyrighted adult movies using the file sharing platform BitTorrent. This is good news for those who find themselves caught in the well-oiled litigation machine created by Strike 3 and Malibu Media.
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Continue Reading New Jersey Federal Court Shuts Door on Strike 3 Litigation

Pursuant to New Jersey corporate law, directors are trustees for the entire body of the owners. Directors owe loyalties to all shareholders. If they disregard the rights of the majority shareholders, minority shareholders, or the corporation itself they could be liable for a breach of fiduciary obligations or duties.
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Continue Reading Business Judgement Rule Inapplicable if Director is Engaged in Self-Dealing, Unconscionable, or Fraudulent Activities/Decisions

New York Courts do not have the power to order the dissolution of a corporate entity that operates in the State of New York, but was formed under the laws of another state. In Re Matter of Raharney Capital, LLC v. Capital Stock, LLC, 138 A.D. 3d 83 (1st Dept. 2016).

In that case, Plaintiff, Raharney Capital, LLC, (“Raharney”) a Delaware limited liability company with a principal place of business located in the State of New York filed an action against Capital Stock, LLC, (“Capital Stock”) in the State of New York seeking juridical dissolution pursuant to Section 18-802 of Delaware’s Limited Liability Act of a Delaware entity formed by Raharney and Capital Stock. That entity, Daily Funder was a Delaware Limited Liability Company, with a principal place of business in New York City. Raharney and Capital Stock each owned 50% of Daily Funder.…

Continue Reading New York Courts Will Not Dissolve Out-of-State Corporate Entity

The European Union (EU) has long recognized the importance of privacy as a human right. In 1980, the Organization for Economic Cooperation and Development (OECD) issued the “Recommendations of the Council Concerning Guidelines Governing the Protection of Privacy and Trans-Border Flows of Personal Data,” which laid out seven principles governing the OECD’s recommendations for protection of private personal data. These principles were then incorporated into the EU’s Data Protection Directive, which regulated the processing of personal data and was officially adopted in 1995. The principles included:

  • Notice: data subjects should be given notice when their data is being collected;
  • Purpose: data should only be used for the purpose stated and not for any other unstated purposes;
  • Consent: data should not be disclosed without the data subject’s consent;
  • Security: collected data should be kept secure from any potential abuses;
  • Disclosure: data subjects should be informed as to who is collecting their data;
  • Access: data subjects should be allowed to access their data and make corrections to any inaccurate data; and,
  • Accountability: data subjects should have a method available to them to hold data collectors accountable for not following the above principles.

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Continue Reading What is GDPR and Why You Should Care?