David J. Katz
Mr. Katz concentrates on complex commercial litigation, and has represented clients in connection with business divorce, corporate governance, real estate, employment, and legal malpractice litigation and appeals. In his commercial litigation practice, Mr. Katz has developed an expertise in litigating governance disputes involving New York limited liability companies and the rights of corporate officers and directors to indemnification and advancement of their litigation expenses. He has also litigated several cases of first impression in New York's trial and appellate courts interpreting New York's Limited Liability Company Law. In 2011, Mr. Katz argued two cases in the New York Court of Appeals presenting issues of first impression involving the scope of fiduciary duties owed by organizers of New York LLCs to the prospective investors they solicit. In contention was whether LLC organizers are fiduciaries to prospective investors they solicit, whether the anti-fraud provision of New York's Blue Sky law applies to private securities offerings, and whether general releases executed in favor of fiduciaries of New York LLCs are void as a matter of public policy.
His recent matters include:
- representing a high-profile media personality in a legal fee dispute with the bankruptcy estate of the defunct Dreier LLP law firm;
- winning a motion to dismiss for lack of standing a lawsuit alleging fraud and breach of fiduciary duty brought by several LLCs against their former Managers, winning affirmance of that dismissal on appeal, and forcing the LLCs to indemnify the former Managers for their attorneys' fees;
- winning the first appellate decision in New York to enforce LLC officers' right to advances of their litigation expenses in defending a lawsuit brought against them by the LLC, and obtaining a $1.5 million advances award;
- winning a motion to dismiss on the pleadings a breach of contract action brought by a hedge fund LLC's former Managing Member alleging that he had been improperly expelled, based on documentary evidence that caused the court to find, as a matter of law, that the former Managing Member had materially breached the LLC's operating agreement and should have been expelled for cause;
- reclaiming a hedge fund's Internet domain name from its former Managing Member in an expedited arbitration proceeding brought pursuant to the Uniform Domain Name Dispute Resolution Policy;
- winning reversal on appeal of a decision granting summary judgment on a petition to dissolve a New York LLC on the ground that factual disputes existed;
- winning a directed verdict motion against criminal contempt charges brought by the NYC Department of Housing Preservation and Development against two individuals whose company had managed a residential real estate portfolio;
- winning a motion to dismiss for lack of standing of a lawsuit brought by a majority member of an LLC against the LLC's former Manager alleging conversion of the sale proceeds of the LLC's assets and seeking a constructive trust;
- winning a motion to dismiss against a fraudulent conveyance lawsuit brought against the former officers, directors, and owners of a defunct company by one of the company's creditors, on the ground that the creditor failed to pursue this claim in the company's Chapter 7 bankruptcy proceeding;
- successfully representing a real estate brokerage firm in an appeal that resulted in the dismissal of a $750,000 conversion claim brought against the firm by one of its former brokers;
- representing a research analyst in a high-profile FINRA arbitration against his former employer that has been the subject of two New York Times articles;
- representing one the nation's top interior designers in several litigations with the designer's customers and the designer's former law firm.
Mr. Katz is a member of the New York and District of Columbia Bars, as well as the Bars of a number of federal courts around the country, including the United States Supreme Court. Mr. Katz also provides general corporate counseling to his clients. Mr. Katz serves as outside corporate counsel to several closely-held entities, including a U.S. wholly-owned subsidiary of a publicly traded company in Italy that provides downloadable content to cellular phone users, a New York hedge fund, and one of the nations' top interior designers based in Washington, DC. In the past, Mr. Katz has served on the Boards of Directors of, and as Corporate Secretary for, several privately held corporations in the Internet and telecommunications sectors.