A federal real‑estate fraud case offers powerful lessons for investors seeking to protect their capital. In Choi v. 37 Parsons Realty LLC , an investor lost $500,000 after wiring funds into an escrow account controlled by a fraudster. The court emphasized two key failures: no written escrow agreement and allowing Wong, the fraudster, to direct the funds—mistakes that made the loss possible. Here’s how investors can protect themselves from similar schemes. 1. Always Use a Writ

Missed LLC Distributions in New York: Why the Clock May Still Be Running If you are a member or investor in a New York LLC and have not been paid distributions promised to you, the statute of limitations may still be open—even years later. Many LLC members assume that if an agreement was breached long ago, they are “out of luck.” That is often wrong when the obligation involves recurring profit distributions. New York courts repeatedly hold that each failure to pay a required

Businesses use escrow services to reduce risk, create certainty, and ensure funds are released only when defined conditions are met. But not all escrow arrangements—and not all court decisions—treat escrow agents the same way. Some recent cases show a divide between courts that expand escrow agent duties beyond the contract and courts that correctly recognize that an escrow agent’s role is defined by the escrow agreement itself. For businesses, that distinction matters. Escro

When businesses use escrow services, they are placing significant trust—and often substantial funds—in an escrow agent’s hands. The expectation is simple: escrow funds will not be released unless the conditions in the escrow agreement are met. A recent federal court decision underscores why choosing the right  escrow agent—and the right  escrow agreement—matters more than many businesses realize. Escrow Services Are About More Than Holding Funds Escrow agents do more than saf

Shareholders in closely held corporations often assume that the company’s attorney serves as a neutral advisor for all owners. In reality, corporate counsel represents the entity itself , not its individual shareholders. When internal disputes arise—particularly between majority and minority owners—that distinction can have significant legal consequences. A decision from the Supreme Court of New York, Poretsky v. Bartleby & Sage, Inc.  (2023), underscores the risks shareholde

When you join a limited liability company (LLC) as a member—especially a minority member—your ability to monitor how the company is being run often depends on one crucial protection: the right to access books, records, and accounting information . A 2016 New York Supreme Court case, S&H Nadlan, LLC v. MLK Associates LLC , provides an important roadmap of what those rights look like and how courts enforce them. ​​ The Case in a Nutshell The plaintiffs in S&H Nadlan  were mino

When forming a limited liability company (LLC), one of the most important structural decisions owners make is whether the company will be member‑managed or manager‑managed. Even in a member‑managed LLC, the operating agreement may designate one individual as the managing member, giving them authority beyond that of the other owners. A 2014 New York case, Kalikow v. Shalik , offers a clear illustration of the legal distinctions between managing and non‑managing members and why

Withdrawal from an LLC is often misunderstood. Many members assume that once they give notice and formally leave, their obligations end. But as Flink v. Smith  makes clear, withdrawal does not necessarily sever all contractual responsibilities. Depending on how an LLC’s operating agreement is drafted, certain obligations may survive withdrawal—and courts will enforce them. This is especially important in professional or closely held LLCs, where ownership transitions and buy