30 Cited authorities

  1. W.W.W. Assocs v. Giancontieri

    77 N.Y.2d 157 (N.Y. 1990)   Cited 1,990 times
    Holding that extrinsic evidence was immaterial, in part because the contract plainly manifested intent that all prior understandings were merged into the contract, which expressed the parties' full agreement
  2. Hooper Associates Ltd. v. AGS Computers, Inc.

    74 N.Y.2d 487 (N.Y. 1989)   Cited 1,153 times   1 Legal Analyses
    Holding that the plaintiff could not recover attorneys' fees from the defendant without express language in the agreement permitting such a recovery
  3. Vermont Teddy Bear Co. v. 538 Madison Realty Co.

    1 N.Y.3d 470 (N.Y. 2004)   Cited 564 times
    Finding no intent to add terms where sophisticated parties could have added a term, but failed to do so
  4. Beal Sav. Bank v. Sommer

    8 N.Y.3d 318 (N.Y. 2007)   Cited 475 times   2 Legal Analyses
    Holding that a contract should not be interpreted so as to render any portion of it meaningless
  5. Misicki v. Caradonna

    2009 N.Y. Slip Op. 3764 (N.Y. 2009)   Cited 412 times
    Holding that 12 N.Y.C.R.R. § 23-9.2 imposes a nondelegable duty to make "necessary repairs or replacement" upon discovery of any unsafe condition
  6. South Road Associates, LLC v. International Business Machines Corp.

    4 N.Y.3d 272 (N.Y. 2005)   Cited 366 times
    Holding that the term "premises" in the disputed contract unambiguously referred only to the "interior space" of a leased real estate property based on a reading of the lease "as a whole," which frequently listed the term "premises" separately from things such as "the water tower, appurtenances, land, parking lot and building"
  7. In re Morgan Stanley Infor

    592 F.3d 347 (2d Cir. 2010)   Cited 306 times
    Affirming the district court's dismissal of a Section 15 claim where the plaintiffs' Section 11 and 12 claims were properly dismissed
  8. Ret. Bd. of the Policemen's Annuity & Benefit Fund v. Bank of N.Y. Mellon

    775 F.3d 154 (2d Cir. 2014)   Cited 113 times   1 Legal Analyses
    Holding arguments raised in footnotes may be deemed waived
  9. Quadrant Structured Prods. Co. v. Vertin

    2014 N.Y. Slip Op. 4114 (N.Y. 2014)   Cited 103 times   6 Legal Analyses
    Holding that no-action clause applied to securityholder's contract claims where clause precluded suits “upon or under or with respect to this Indenture”
  10. In re Lehman Bros

    650 F.3d 167 (2d Cir. 2011)   Cited 92 times
    Holding that because ratings issued by rating agencies “speak merely to the Agency's opinion of the creditworthiness of a particular security,” ratings “should be evaluated under the ‘expert’ provision of § 11, not under the ‘underwriter’ provision”
  11. Section 77k - Civil liabilities on account of false registration statement

    15 U.S.C. § 77k   Cited 1,909 times   56 Legal Analyses
    Holding liable for a false registration statement "every person who was a director of . . . or partner in the issuer" at time of filing
  12. Section 77l - Civil liabilities arising in connection with prospectuses and communications

    15 U.S.C. § 77l   Cited 631 times   7 Legal Analyses
    Authorizing relief if the offering documents contain just one untrue statement of material fact
  13. Section 771 - Comptroller General, powers and duties

    15 U.S.C. § 771   Cited 619 times   1 Legal Analyses
    Allowing private cause of action for violations of § 77e
  14. Section 3-302 - Holder in Due Course

    N.Y. U.C.C. Law § 3-302   Cited 175 times
    Defining a holder in due course
  15. Section 3-305 - Rights of a Holder in Due Course

    N.Y. U.C.C. Law § 3-305   Cited 75 times

    To the extent that a holder is a holder in due course he takes the instrument free from (1) all claims to it on the part of any person; and (2) all defenses of any party to the instrument with whom the holder has not dealt except (a) infancy, to the extent that it is a defense to a simple contract; and (b) such other incapacity, or duress, or illegality of the transaction, as renders the obligation of the party a nullity; and (c) such misrepresentation as has induced the party to sign the instrument

  16. § 229.10 (Item 10) General

    17 C.F.R. § 229.10   Cited 44 times   2 Legal Analyses
    Providing that, if a publicly registered company chooses to present non-GAAP financial measures, it must include a “presentation, with equal or greater prominence, ... of the most directly comparable financial measure or measures calculated and presented in accordance with Generally Accepted Accounting Principles (GAAP)....”
  17. § 229.1100 (Item 1100) General

    17 C.F.R. § 229.1100   Cited 14 times

    (a) Application of Regulation AB. Regulation AB (§§ 229.1100 through 229.1125) is the source of various disclosure items and requirements for “asset-backed securities” filings under the Securities Act of 1933 (15 U.S.C. 77a et seq.) (the “Securities Act”) and the Securities Exchange Act of 1934 (the “Exchange Act”) (15 U.S.C. 78a et seq.). Unless otherwise specified, definitions to be used in this Regulation AB, including the definition of “asset-backed security,” are set forth in Item 1101. (b)