Do broad arbitration clauses in shareholders’ agreements mandate arbitration of petitions for involuntary corporate dissolution? Find out in this week’s New York Business Divorce.
Continue Reading Mandatory Arbitration of Dissolution Proceedings
August 2008
Controlling Shareholder’s Dilution of Minority Interest Requires Bona Fide Business Purpose
By Peter A. Mahler on
Posted in Corporate Governance, Stock Dilution
This week’s New York Business Divorce looks at a recent decision by Justice Herman Cahn addressing the fiduciary duties of a controlling shareholder who authorizes and issues additional shares to himself without offering the same opportunity to minority shareholders.
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Continue Reading Controlling Shareholder’s Dilution of Minority Interest Requires Bona Fide Business Purpose
Divided Appeals Court Upholds Removal of LLC Member-Manager Contrary to Voting Agreement
By Peter A. Mahler on
Posted in Expulsion and Removal, LLCs
A divided panel of the Appellate Division, First Department last week upheld the removal of an LLC member-manager by majority vote of the members, notwithstanding a provision in the operating agreement requiring all members to vote for the ousted manager in any election. Learn more in this week’s New York Business Divorce.
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Continue Reading Divided Appeals Court Upholds Removal of LLC Member-Manager Contrary to Voting Agreement
Courts Differ on Application of Marketability Discount in Stock Valuation Proceedings
By Peter A. Mahler on
Posted in Valuation, Valuation Discounts
New York courts generally will apply a discount for lack of marketability in valuing the shares of closely held corporations in buyout proceedings triggered by judicial dissolution. Whether the discount applies only to goodwill, or to the entire enterprise value, may depend on which court you’re in. Find out more in this week’s New York Business Divorce.
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Continue Reading Courts Differ on Application of Marketability Discount in Stock Valuation Proceedings