When 50-50 business partners have a falling out, the ensuing battle for the high ground can lead one of them to take hostile action in the company’s name without the other’s consent. A new decision on the subject by Justice Kenneth Fisher launches this week’s New York Business Divorce.
Continue Reading Caplash Redux: 50% Member Cannot Hire Lawyer to Represent LLC in Dispute with Other 50% Member
2008
Dissenting Shareholder Loses Right to Receive Dividends Upon Merger Consummation
By Peter A. Mahler on
This week’s New York Business Divorce highlights a recent decision dismissing a complaint by a former shareholder, brought after he already won a judgment in a dissenting shareholder stock appraisal, seeking to compel the company to pay him additional “tax dividend” distributions.
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LLC Member’s Marital Woes Lead to Loss of Membership Interest
By Peter A. Mahler on
This week’s New York Business Divorce examines an intriguing case involving an LLC whose operating agreement required a member to transfer his interest to the other members because of his filing of a divorce action against his wife. When the divorcing member refused to do so, he bought himself a second divorce litigation, of the business kind.
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Statute and Cases Create Uncertainty Over LLC Member’s Right to Inspect Books and Records
By Peter A. Mahler on
The LLC Law gives members certain rights to inspect company records. Read this week’s New York Business Divorce to find out how courts have taken different approaches to the issue.
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Continue Reading Statute and Cases Create Uncertainty Over LLC Member’s Right to Inspect Books and Records
Court Grants Specific Performance of LLC Members’ Buy-Sell Agreement
By Peter A. Mahler on
Posted in Family-Owned Businesses, LLCs
This week’s New York Business Divorce tells a cautionary tale about the perils business owners face when they negotiate a buy-sell agreement without counsel. Read about a recent case in which a court found a binding agreement based on an exchange of letters.
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Court Refuses to Apply Marketability and Minority Discounts in Valuing Deceased Partner’s Interest
Is there a difference in determining the “value” of a partnership interest under Partnership Law Section 73 and the “fair value” of a stock interest under the Business Corporation Law? This week’s New York Business Divorce looks at a recent New York appellate decision that answers the question in a dispute over application of discounts for lack of control and lack of marketability.
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Continue Reading Court Refuses to Apply Marketability and Minority Discounts in Valuing Deceased Partner’s Interest
Judicial Dissolution of the Unprofitable LLC
By Peter A. Mahler on
Posted in Grounds for Dissolution, LLCs
Can or should a court dissolve a limited liability company on the ground it is unprofitable? See what you think after reading this week’s New York Business Divorce.
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50% Shareholder May Not Sue Other 50% Shareholder in Company’s Name
By Peter A. Mahler on
Does one 50% shareholder’s greater capital contributions give him the authority to sue the other 50% shareholder in the company’s name? Get the answer in this week’s New York Business Divorce.
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Appellate Court Enforces Stock Buyback Triggered by Dissolution Petition
By Peter A. Mahler on
Danger lurks for the dissolution petitioner and attorney who beforehand don’t thoroughly analyze whether the mere filing of a petition may trigger rights of first refusal in the shareholders’ agreement. This week’s New York Business Divorce highlights a recent appellate decision where the unwary petitioner fell into the self-made trap.
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High Court Restricts Remedies of Limited Partner Alleging Fraud by General Partner in Merger Transaction
By Peter A. Mahler on
Posted in Partnerships
The verdict is in: Limited partners may not assert claims seeking damages or rescission for fraud or illegal acts by the general partner relating to a merger transaction, and may only look to their statutory appraisal rights for relief. Read about it in this week’s New York Business Divorce.
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Continue Reading High Court Restricts Remedies of Limited Partner Alleging Fraud by General Partner in Merger Transaction