Codispoti & Associates, P.C.Responsive. Diligent. Effective.2026-06-11T11:47:46Zhttps://www.codispotilaw.com/feed/atom/WordPress/wp-content/uploads/sites/1602480/2020/06/cropped-favicon-32x32.pngOn Behalf of Codispoti & Associates, P.C.<![CDATA[Settle or fight? How smart business owners make the call]]>https://www.codispotilaw.com/?p=618822026-04-16T14:04:29Z2026-04-21T14:03:39ZIf you’re embroiled in a business dispute, the pressure to act quickly can be intense. It’s understandable, especially when there’s so much on the line, and every delay can feel like it’s making the problem worse. However, you shouldn’t rush to file a lawsuit or make rash decisions. Speed can feel like control, but it often leads to costly missteps.
The key is to separate urgency from direction. Just because a dispute is escalating doesn’t mean it requires immediate court action. Similarly, just because a settlement is available doesn’t mean it’s the best outcome. Each option has its tradeoffs, and it only becomes clear once you step back and look at the bigger picture.
Begin with a practical cost-benefit analysis
Disputes can feel personal, especially if trust was broken. Even so, litigation should be a business decision, not an emotional one. Before you make a move, ask yourself:
What will this cost in legal fees, time and lost opportunities?
How strong is your position if the matter goes to trial?
What’s the realistic upside if you win?
Can the other party even pay a judgment?
If you don’t have a solid case or the math doesn’t make sense, pursuing a lawsuit may do more harm than good, and a settlement may be more ideal. Remember, settling is not a sign of weakness. It can even be advantageous to your business financially or otherwise.For instance, if the dispute involves a key vendor relationship, a former partner or a customer you still want to do business with, a negotiated resolution can preserve and protect your relationship with them, unlike a lawsuit. Settlement also gives you certainty. A trial verdict can swing either way since you have little control over the outcome.
Take informed action
That said, some situations demand a firm stance. If your reputation, intellectual property or significant financial interests are at risk, litigation may be necessary. Going to court can also send a message that you’re serious about protecting your business. Seeking professional legal guidance can help you understand your options and decide what makes the most sense for your business.
]]>On Behalf of Codispoti & Associates, P.C.<![CDATA[The economic impact of IP violations]]>https://www.codispotilaw.com/?p=618812026-04-02T12:40:05Z2026-04-07T12:39:29ZIntellectual property violations, such as trademark violations, can have a major economic impact. They can cause financial harm to small businesses, corporations and entire industries.
The most direct example is lost revenue for the company whose rights have been infringed upon. Fraudulent products being sold cut into the sales that the company could theoretically make, meaning they lose a percentage of the revenue they otherwise would have seen.But there are other types of damage that can be caused by these IP violations, which is part of the reason why it is so important to understand what legal steps to take.
Damage to the brand
For example, a brand’s reputation can be damaged by these violations. Future customers may be wary about buying knockoff products, not knowing which are real and which are fake. Other customers may purchase a fraudulent product, be unsatisfied with the quality, and assume that it reflects on the quality of the original company – which actually had nothing to do with that product.
Damage to the economy
Moreover, economists note that IP violations can hurt the economy as a whole. They can cause economic growth to slow down and can limit job creation.Part of the reason for this is that innovation is a major driver in the economy. Companies should be pursuing their own innovations and seeking to create original products, rather than infringing on the rights of other companies. More innovation helps strengthen the economy overall.
The legal process
Do you believe that you have experienced an intellectual property violation committed by another company? If so, be sure you understand what legal options you have at this time.]]>On Behalf of Codispoti & Associates, P.C.<![CDATA[The importance of a morality clause in employment agreements]]>https://www.codispotilaw.com/?p=618802026-03-19T10:01:35Z2026-03-24T10:00:35ZIn recent years, we’ve seen everyone from company CEOs to intellectual leaders to mid-level employees become embroiled in some type of scandal due to bad behavior. Whether it’s an executive caught up in a sex scandal or someone down the corporate ladder saying or doing something inappropriate on social media, it can affect a company’s reputation and bottom line.
Someone doesn’t have to be recognizable to harm an employer with their words or actions. It doesn’t take long for internet sleuths to track down the employer of someone caught on cellphone in a racist rant or other action widely regarded to be highly offensive. It’s important for employers to be able to cut ties with people as soon as possible without fearing legal consequences.That’s where morality clauses can help. While these have been relatively common for celebrities and high-level business executives for many years, they have become an increasingly common part of other employee contracts.
Crafting an enforceable morality clause
A morality (or morals) clause needs to be written in such a way that it clearly spells out what kind of actions can be cause for dismissal. It shouldn’t be so specific that there are loopholes or so vague that it’s meaningless. They aren’t meant to police how a person lives their life in private. They typically reference immoral or unethical behavior that causes reputational and financial harm to their employer. A morality clause may mention things like public hate speech (including writings), illegal activity and even disparagement of the employer.At a time when news can travel around the world in minutes, it’s critical for employers to be able to do damage control as effectively as possible. Having experienced legal guidance is crucial in crafting and, when necessary, enforcing a morality clause.]]>On Behalf of Codispoti & Associates, P.C.<![CDATA[Key elements of a contract breach]]>https://www.codispotilaw.com/?p=618782026-03-05T11:41:13Z2026-03-10T10:40:49ZOne common reason for business litigation is when contracts are breached. Some parties will try other steps before litigating. For instance, it could just be a communication issue, so they may reach out to the other party to find out if there is a problem. Even if they believe there has been an intentional breach, they may try negotiating first.
But after that, litigation may be their only recourse. At this time, there are three key elements to keep in mind.
Was there a valid contract?
Part of the reason why it is important to use written contracts is that you do need to demonstrate there was a valid contract between both parties. A handshake deal can be complex because you may believe that certain terms were agreed to, but the other business owner may completely disagree with your position. They may say they never agreed to anything officially, even if the two of you had conversations about working together.
One side did not uphold its obligations
Next, you have to show that the valid contract was breached. One party upheld its obligations under the agreement, but the other did not. Maybe they never delivered products or services, or perhaps they missed a key deadline.
The breach led to damages
The point of litigation is often to seek financial compensation. As such, you have to show that there were real financial damages due to the breach. An example could be if you run a company that needs to buy parts and materials to make products and fulfill orders. If the supplier breaches the contract by failing to make a delivery, your business may suffer harm through lost sales and damage to its reputation.Business litigation over contract breaches can be complex, so it can often help to work with an experienced attorney.]]>On Behalf of Codispoti & Associates, P.C.<![CDATA[Does your business partnership require a ‘prenup’?]]>https://www.codispotilaw.com/?p=618762026-02-19T10:53:39Z2026-02-24T10:53:01ZThinking about the end at the beginning
A prenuptial agreement is a contract between spouses that explains what might happen should the spouses divorce. Business partners may want to negotiate terms for a buyout while the relationship is still in a positive place.
In addition to a partnership contract and a business plan, it might be beneficial to draft a buy-sell agreement. This document is comparable to a prenuptial agreement in that it governs what happens at the end of the working relationship between the partners.
It provides the basis for a smooth, uncontested buyout. In cases where one partner does not fulfill their obligations to the company or the partners no longer agree about the future of the organization, a buy-sell agreement allows for an amicable buyout.
Taking the time to address the possibility of a buyout in the future can protect partners from conflicts that could damage their relationship and the company they start together. The support of a business law attorney can help those starting new partnerships take the right steps to protect themselves and their new companies.]]>On Behalf of Codispoti & Associates, P.C.<![CDATA[What happens in an intellectual property infringement lawsuit?]]>https://www.codispotilaw.com/?p=618742026-02-05T09:05:40Z2026-02-10T09:04:05Zyour intellectual property as if nothing happened, which can affect your bottom line.
Filing a lawsuit can help you formally assert your rights, demand accountability and even seek legal remedies. While the idea of going to court may feel intimidating, understanding how an intellectual property lawsuit unfolds can help you feel more confident about what lies ahead.
The legal process in a nutshell
An intellectual property infringement case formally begins when the rights holder files a complaint in court. This document outlines what IP is protected and explains how the other party allegedly violated those rights. The accused party must then file a response, either denying the claims or raising defenses and counterclaims.
At the preliminary stages of the case, both sides may file motions seeking dismissal of specific claims or addressing other legal issues. The court may also set deadlines for the exchange of evidence, expert reports and trial preparation.
Each side will then gather and share evidence, which may include emails, contracts, sales records, design files, marketing materials and sworn testimonies. Many cases are resolved before a full trial. Settlement discussions can lead to licensing agreements, financial compensation, rebranding or agreements to stop using the disputed materials.
Trial and potential remedies
If the parties don’t reach an agreement, the case will proceed to trial. Here, a judge or jury will decide whether infringement occurred and what remedies are necessary. These may include monetary damages or court orders requiring the infringing activity to stop.
It may sound pretty straightforward, but an IP lawsuit is rarely simple in practice. These cases often involve detailed technical evidence, complex laws and high financial stakes. Deadlines are also strict, and a single misstep can weaken an otherwise strong claim or defense. Having professional legal guidance from the start can make a meaningful difference in how your case unfolds.]]>On Behalf of Codispoti & Associates, P.C.<![CDATA[Don’t wait for a crisis: Update your buy-sell agreement now]]>https://www.codispotilaw.com/?p=618712026-01-23T13:29:52Z2026-01-28T13:29:24ZA buy-sell agreement is a legally binding agreement between business owners that outlines what happens to a co-owner’s interests if they pass away, become incapacitated or exit the company. Think of it as a safety net for a smooth transition.
Despite their importance, buy-sell agreements are often left untouched by many business owners once they are signed. When a triggering event happens, and the agreement is outdated, the result can be confusion, conflict and financial strain during a crisis. That is why reviewing and updating your buy-sell agreement is one of the most practical steps you can take to protect your business and personal interests.
Why buy-sell agreements become outdated
Businesses evolve with time. Ownership percentage change, new partners come in, revenue grows, and valuations shift. When a buy-sell agreement remains static, it no longer reflects the realities of the business or the intentions of its owners. This can lead to serious issues, including undervaluing an owner’s interest and creating funding gaps, as well as imposing rules that no longer align with the company's actual operations. What you thought would be a controlled transition suddenly turns into a stressful and time-consuming process.
Signs your buy-sell agreement needs a fresh look
Certain changes in your business or among its owners can make your buy-sell agreement stale. If any of the following have occurred, it may be time to review and update it.
A new owner has joined or an existing one exited
The company’s value has increased significantly
Financing arrangements have changed
The owners’ personal circumstances have shifted
Changes in tax laws or business regulations
Even without such developments or major events, it’s best practice to review a buy-sell agreement every two to three years just to be on the safe side.Legal guidance is essential when crafting or revising a buy-sell agreement. It can help ensure the document reflects current business realities, complies with New York regulations and provides clear instructions when a transition occurs. That way, the business can continue operating smoothly without disruption.]]>On Behalf of Codispoti & Associates, P.C.<![CDATA[Can noncompete agreements help protect intellectual property?]]>https://www.codispotilaw.com/?p=618682026-01-13T07:17:43Z2026-01-16T07:17:10ZAs a business owner, protecting your intellectual property is important to you. The IP that you control can help set your brand apart and give you an edge in the market. For many companies, the entire business revolves around a specific type of IP that helps them corner the market and be successful. That is why it is so important to take proactive steps to keep other businesses from infringing on these intellectual property rights.
One potential way to do this may be by using noncompete agreements. These agreements were briefly prohibited but are now again allowed by the Federal Trade Commission, which decided to vacate the rule banning them. A noncompete can state that an employee who leaves their job is prohibited from working for the competition in a certain area for a certain amount of time. This can be helpful because it reduces the risk that employees will quit and immediately take their knowledge of your IP directly to the competition.
Other tactics may be more effective
That being said, noncompete agreements are not always necessary. In theory, you can take other steps to protect different types of intellectual property so that it does not matter if your employees work for the competition.One example could be a nondisclosure agreement. An employee may need to be informed of company secrets while working at your business, but they can sign an NDA stating that they will not reveal these company secrets to anyone else, even after they switch jobs.Additionally, your IP can be protected by law. You may have a trademark over certain identifying marks that are closely related to your company. In that case, you may not be concerned about employees sharing trade secrets because these protected marks are already well known in the industry. You simply need to have the legal framework in place to prohibit other businesses from using them.No matter how you decide to address IP issues this year, it can be important to work with an experienced law firm to explore all of the options at your disposal.]]>On Behalf of Codispoti & Associates, P.C.<![CDATA[How commingling funds can ruin your LLC protection]]>https://www.codispotilaw.com/?p=618642025-12-30T02:21:02Z2026-01-03T02:19:51ZDefining commingling in New York
The biggest threat to your legal protection is commingling funds. This means mixing your business money and personal money. Examples include:
Paying your apartment rent using payroll
Buying inventory on your personal credit card
Purchasing personal items out of the business checking account
Using a business credit card for a family vacation
Committing any of these puts your LLC status at risk, as commingling pierces your liability protection.
Piercing the veil of protection
When you commingle funds, it gives a creditor or another party the right to ask a judge to pierce or disregard your corporate veil of protection. In this process, the courts look for proof that you treated the business as a legal extension of yourself, not a separate entity.
If proven, you become personally liable for your business’s debts, regardless of your LLC status. This gives the creditor the right to seize your personal assets to settle your company’s outstanding debts.
Practicing diligence to avoid complications
Although New York laws provide protections to LLC owners, you must be financially responsible. Being reckless can lead to abusing this privilege. Remember that your financial records are proof of your diligent approach. If you have not done it yet, ensure to establish rules of absolute financial separation according to federal and state standards.
Starting a business can be overwhelming because you have multiple factors to consider. You need legal help to avoid common pitfalls that can put your company in jeopardy.]]>On Behalf of Codispoti & Associates, P.C.<![CDATA[Shareholder rights in New York closely held corporations]]>https://www.codispotilaw.com/?p=618652025-12-30T02:20:53Z2026-01-03T02:19:51ZIdentifying oppressive actions
New York law provides protections for minority owners. If you own a 20% or greater interest in a non-public corporation, you have the right to petition for judicial dissolution under Business Corporation Law (BCL) § 1104-a if the majority engages in illegal, fraudulent, or oppressive conduct. Shareholders with smaller stakes maintain protections through common law breach of fiduciary duty claims.
Legal precedent defines "oppression" as actions that fundamentally frustrate the objectively reasonable expectations that were essential to a minority shareholder's choice to participate in the business. (Matter of Kemp & Beatley, Inc., 64 N.Y.2d 63). Common tactics used by majority shareholders include:
Withholding dividends: The company remains profitable, but the board refuses to issue distributions while paying themselves high salaries.
Termination of employment: You lose your job and your primary source of income, despite an expectation of continued employment.
Denial of information: Those in control stop sharing financial reports or block your access to corporate books and records.
Exclusion from governance: The majority removes you from the board of directors or ignores your input on business decisions.
When you identify these behaviors, you can take steps to protect your equity and legal standing.
Strategic remedies and fair value
Filing for judicial dissolution under § 1104-a triggers a statutory buyout mechanism that allows the corporation or other shareholders to elect to purchase your shares as an alternative to dissolution. Within 90 days, they may elect to purchase your shares at their "fair value" under BCL § 1118.
This often changes a battle over the company's existence into a valuation dispute. In these cases, New York courts determine the value of the business as a going concern. The court will exclude any "minority discount" (a discount based on lack of control), which means you are not penalized for your minority status. However, the court may still apply a discount for lack of marketability (DLOM) to reflect the difficulty of selling shares in a private company.
Recent appellate decisions emphasize that you should receive a fair return on your investment when your reasonable expectations are thwarted.]]>