法律情報
What Is Subcontracting and How Does It Protect Your Business?
A subcontracting agreement sets the scope, the payment terms, and the allocation of risk. In New York, two of those are constrained by statute.Risk allocation first. Under Labor Law § 240(1) and § 241(6), an owner and a general contractor bear liability for elevation-related injuries and safety-regulation violations whether or not they directed the work. The duty is non-delegable, so requiring a subcontractor to carry insurance transfers the cost but does not remove the liability. Indemnity has its own limit: General Obligations Law § 5-322.1 voids a clause that would make a subcontractor indemnify the contractor for the contractor's own negligence. And under Workers' Compensation Law § 11, a contractor can bring the subcontractor in as a third party only where there is a grave injury or a written indemnity agreement signed before the accident. Payment terms second. A pay-if-paid clause — conditioning payment to the subcontractor on the contractor being paid by the owner — is void in New York as against public policy (West-Fair Electric Contractors v. Aetna Casualty & Surety Co., 87 N.Y.2d 148 (1995)), because it effectively waives the subcontractor's Lien Law rights. A pay-when-paid clause that merely fixes timing remains enforceable. For private construction contracts of $150,000 or more, the Prompt Payment Act in General Business Law Article 35-E also sets statutory billing and payment intervals that the contract cannot shorten to the subcontractor's disadvantage.
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How to Negotiate Price, Structure Payment Terms, and Close a Business Sale
This guide outlines the key legal and financial considerations involved in selling a business, including valuation methods, payment structures, due diligence preparation, tax planning, and closing procedures. A successful business sale requires careful legal planning, a well-supported valuation, and full regulatory compliance. Buyers and sellers must establish mutually beneficial terms while managing financial risk during price negotiations. Protecting your commercial equity demands precise contracts and structured payment mechanisms. Our firm's experience in commercial transactions guides business owners through every stage of ownership transfer. This guide outlines essential strategies for negotiating prices, structuring payment terms, and completing your transaction under federal standards and New York law.
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What to Include in a Partnership Agreement under New York Law
Knowing what to include in a partnership agreement under New York law means setting ownership, profit splits, decision rights, and exit terms in advance. This guide works as a practical drafting checklist for the components and clauses that keep the document enforceable and dispute-resistant. It targets the terms partners tend to leave vague, such as voting thresholds and buyout triggers, along with the drafting errors that surface only during a conflict. Our firm's work with New York partnerships shows that a few precise clauses often decide whether a disagreement is resolved by the agreement or in court.
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How Internal Controls Accounting Helps New York Firms Prevent Fraud and Liability
Directors are rarely liable for a loss the controls failed to catch. They are liable for not having had controls at all. The business judgment rule protects decisions. It does not protect the absence of one. Oversight claims succeed where a board never established a reporting system for risks central to the business, or established one and then ignored what it reported. Which makes the board's record the defense. Minutes showing what was reported, when, and what the board did about it are the evidence that a system existed. Minutes recording only approvals leave nothing to point to. A written policy nobody follows is worse than no policy. It establishes the standard the company set for itself, and an opponent need only show the standard was not met. Controls are defended by evidence of operation and periodic testing, not by the document describing them. Discovery of fraud starts a second set of decisions. An investigation conducted by the finance function is discoverable. One conducted at counsel's direction for the purpose of legal advice may not be — but only if structured that way before the findings exist. Public companies carry additional exposure. Management certifications attach personally, and for issuers, the federal internal controls provisions support civil liability without any showing of intent.
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How Can Corporate Crime Advisory Reduce Your Legal Liabilities?
3 Bottom-Line Points on Corporate Crime from Counsel: Federal investigation exposure, internal compliance gaps, individual officer liability.Corporate crime investigations operate on multiple fronts simultaneously. Regulators, prosecutors, and civil litigants may all pursue claims arising from the same underlying conduct. In-house counsel and board members must understand the distinct procedural pathways, evidentiary standards, and strategic leverage points that distinguish criminal prosecution from regulatory enforcement or shareholder litigation. The stakes are not merely financial; criminal conviction can result in debarment from government contracting, license revocation, and reputational damage that extends far beyond the courtroom.
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How Itar & Ear Advisory Can Secure Your Company'S Global Trade?
3 Questions Decision-Makers Raise About ITAR and EAR Advisory: Export control violations carry criminal penalties, deemed export rules apply to foreign nationals, and compliance gaps trigger agency investigations.In-house counsel and business decision-makers face mounting pressure to navigate export control compliance. The International Traffic in Arms Regulations (ITAR) and Export Administration Regulations (EAR) impose strict licensing requirements, criminal liability, and substantial civil penalties on companies that misclassify controlled items, fail to obtain required authorizations, or inadvertently transfer technical data to restricted parties. From a practitioner's perspective, the most consequential risks emerge not from deliberate violations but from classification errors, misunderstanding of deemed export doctrine, and gaps in internal compliance procedures. This article examines the regulatory framework, identifies the highest-risk scenarios, and outlines the strategic considerations your organization should evaluate now.
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