• Delaware Chancery Court Determines it has Broad Discretion to Retroactively Ratify Defective Corporate Acts

    On January 30, 2015, the Delaware Chancery Court decided its first case involving Delaware General Corporate Law (DGCL) Sections 204 & 205 (In re Numoda Corp. S’holders Litig., C.A. No. 9163–VCN, 2015 WL 402265 (Del. Ch. Jan. 30, 2015)) (“Nomuda“).  DGCL Sections 204 and 205 permit a corporation or the Court of Chancery to ratify defective corporate acts.  Those sections of the law became effective on April 1, 2014, and provide in part: “(a) …no defective corporate act or putative stock shall be void or voidable solely as a result of a failure of authorization if ratified as provided in this section ...

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    Wednesday, March 18th, 2015

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  • Negotiation Tips: Who Should Make the First Offer?

    A fundamental issue in any negotiation is who should make the first offer. What does the psychological research and negotiation theory say? According to Professor Leigh Thompson Northwestern University Kellogg School of Management, “there is a widespread, almost unquestionable, assumption that it is wise and strategic to let the other person talk first—and that it is suicidal to make the first offer.” In his article, “Negotiation Tips: Who’s on first?,” he goes on to discuss that there is virtually no research that supports the claim that letting the other party open first is advantageous. In fact, it he claims it can backfire—and ...

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    Wednesday, March 18th, 2015

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  • Can an At-Will Employee Be Bound by a Pre-Dispute Resolution Agreement Contained Within a Non-Binding Employee Handbook?

    Based on a recent decision from the Commercial Division in Westchester County (J. Scheinkman), the answer is yes.  The case of Graham, et al. v. Command Security Corporation was commenced as a class action by Richard Graham (“Graham”) on behalf of himself and all other security guards similarly situated against his former employer Command Security Corporation (“Command”).  Graham’s claims related to the alleged failure of Command to, inter alia, pay Graham and other security guards prevailing wages under New York Labor Law and other wage and hour law violations.  After Graham commenced the lawsuit in Supreme Court, Command filed a ...

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    Wednesday, March 18th, 2015

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  • July 27: Joe Campolo Honoree at the 2015 Suffolk County Girl Scouts Golf Classic

    CMM is proud to share that Joe Campolo has been chosen as the honoree for the 2015 Suffolk County Girl Scouts Golf Classic & Grand Cocktail Reception on July 27. 2015 at the Nissequogue Golf Club. We invite you to join us for a day on the greens. Proceeds from the Girl Scouts’ Golf Classic will provide scholarships for children for STEM programs. Yvonne Grant, President/CEO of the organization shared that they are “delighted to honor Joseph, as his impressive tenure of community service and giving back to others aligns with our mission of building the strong, confident leaders of tomorrow.” Schedule 10:30AM: Registration ...

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    Wednesday, March 18th, 2015

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  • March 31 – Secured Transactions Survey CLE

    Please join us on Thursday, March 31 for a complimentary seminar on Secured Transactions, presented by managing partner Joe Campolo.  This survey on the ins and outs of security interests will cover attachment, perfection, default, remedies, and tips for drafting security agreements.  Attendees will receive crucial guidance on the role of Article 9 of the Uniform Commercial Code in corporate transactions. The course has been submitted for credit approval (1.5 Professional Practice, 0.5 Skills) in accordance with the requirements of the New York State Continuing Legal Education Board.  Approval is pending.  This course is appropriate for both newly admitted and experienced ...

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    Tuesday, March 17th, 2015

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  • March 11: CMM Hosts Zeldin Fundraiser

    March 11, 2015 Campolo, Middleton & McCormick will be hosting a cocktail reception and fundraiser for Lee Zeldin at our Ronkonkoma office. Contact vtringone@cmmllp.com for details.  

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    Thursday, March 05th, 2015

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  • The Emperor Has No Clothes (Why the Push for Commercial Solar Makes No Sense)

    SPower, the entity seeking to construct a 9.5 MW solar electrical generating facility on a 60 acre portion of the Delalio sod farm in Shoreham, along Route 25A, recently sent a brochure to the community touting the environmental benefits of the project, its ability to eliminate fluctuating prices for electricity during peak usage, its benefits for the environment, and why a buffer of trees around the facility will “protect the local viewshed and maintain the rural character of the area.” How can anyone be against this project and doesn’t opposing it make you “anti-environment”? Opposition to this project is based ...

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    Thursday, February 26th, 2015

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  • Directors’ & Officers’ Liability Insurance: Something to Consider

    To protect shareholders, in certain circumstances the law places liability upon corporations and their directors and officers for damages caused by conduct harmful to shareholders or conduct that breaches fiduciary duties. Just the way car owners and homeowners have insurance to protect themselves from potential liability claims against them, corporations and their directors and officers can have similar protection. Directors’ and Officers’ (“D&O”) liability insurance protects individual directors and officers, as well as their corporations, defending against claims of wrongful conduct specified in the coverage and losses incurred to a corporation directly in connection with those claims. In the underwriting process, ...

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    Wednesday, February 25th, 2015

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  • Gifts: Is There a Tax?

    The answer is one of my great attorney answers: “It depends.”  In general terms, there is no gift tax in New York.  So for the remaining part of the discussion, we will be focusing on federal gift and estate taxes. It’s actually what’s referred to as a uniform gift and estate tax.  That means you have a $5.43 million exemption.  Whatever you don’t give away during your lifetime, you can give away (tax-free) upon your death.  The IRS just wants to keep tabs on what you give away during your lifetime so they know how much of an exemption you have ...

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    Wednesday, February 25th, 2015

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  • ABCs of Protecting Employee-Generated IP

    Most companies assume that any intellectual property (IP) created by their employees in connection with their job duties automatically become the employer’s property.  This assumption, however, is often incorrect, and can lead to lengthy and costly disputes.  Generally, an employer’s right to IP created by an employee depends on the circumstances of the employee’s hire and whether the employer and employee entered into an agreement that fully assigns the IP to the employer. Companies seeking to avoid disputes and secure all IP rights to the inventions created by their employees should ensure that the employees have signed an Inventions Assignment Agreement ...

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    Wednesday, February 25th, 2015

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Fred Eisenbud