Recent New York decisions demonstrate a judicial trend toward enforcing contractual provisions negotiated between sophisticated parties while maintaining limited exceptions for fraud and fiduciary duty claims.

New York courts routinely enforce negotiated contractual provisions, particularly between sophisticated commercial parties, but recognize narrow exceptions in specific factual situations. Courts also continue to reaffirm that fiduciary duties

Stella Lellos and Lindsay Brocki wrote, “M&A Earnouts: The Devil Is in the Uncertainty,” for the Winter 2026 issue of USLAW Magazine.

The article describes the advantages and pitfalls of earnout provisions as well as the transaction types that can most benefit from this mechanism.

Click here to read the article.

It hasn’t taken long for the business world to start unpacking the implications of the newly passed One Big Beautiful Bill Act (OBBBA). While media coverage has mostly centered on its impact on individual taxpayers and the broader economy, the legislation is likely to have meaningful consequences for M&A in particular. While the full effect

Just last week, we reported that the 2025/26 NYS Budget Bill did not include a provision that would have increased the requirements for seeking Department of Health (DOH) approval of a material healthcare transaction (which generally means one that increases revenues from healthcare services by at least $25 million) [here]. We have previously written about

We recently wrote about proposed legislation that would have substantially increased the existing reporting requirements for material healthcare transactions in NYS that have existed since Public Health Law (PHL) Article 45-A was enacted two years ago. We provided a detailed review of the current PHL 45-A here and here.

The proposed legislation would have amended PHL 45-A and

With lowering interest rates and federal deregulation, 2025 promises to be a robust comeback year for health care mergers and acquisitions (M&A). At the same time, we’re likely to see more conservative pricing, especially as private equity investors

After many years of ups and downs, legal challenges, injunctions and deadline changes, the reporting obligations under the Corporate Transparency Act (CTA) have disappeared…for most.

On Friday, March 21, 2025, the Financial Crimes Enforcement Network (FinCEN) issued an interim final rule eliminating the requirement that U.S. companies and persons report beneficial ownership information (BOI) under the

Each year, the United States Citizenship & Immigration Services (USCIS) conducts an H-1B registration selection process for foreign nationals who have not previously held H-1B status. The H-1B cap registration period for fiscal year 2026 will open at noon eastern time on March 7, 2025, and will run through noon eastern time on March 24,

The Financial Crimes Enforcement Network (FinCEN) has announced that beneficial ownership information (BOI) reporting requirements under the Corporate Transparency Act (CTA) are once again back in effect and the new deadline for most businesses to report is March 21, 2025.

While businesses should be prepared to comply with this new deadline, FinCEN has noted that

The Financial Crimes Enforcement Network (“FinCEN”) announced on Friday, January 24, 2025, that reporting companies are not currently required to file beneficial ownership information (“BOI”) under the Corporate Transparency Act (“CTA”). Despite the recent decision by the Supreme Court of the United States (“SCOTUS”) to overturn the nationwide injunction of the CTA in connection with