In this second installment of a two-part series, New York Business Divorce examines recent First Department decisions clarifying the standards for overcoming general releases given in the context of transactions with fiduciaries in closely held business entities, where the plaintiffs allege that the fiduciary fraudulently induced them to enter into the transaction. This week’s focus is on a case whose name should be familiar to regular readers of this blog, Arfa v. Zamir, 2010 NY Slip Op 06070 (1st Dept July 13, 2010).
Continue Reading Recent Appellate Rulings Clarify Standards for Challenging Releases Given to Fiduciaries of Closely Held Business Entities: Part 2
Recent Appellate Rulings Clarify Standards for Challenging Releases Given to Fiduciaries of Closely Held Business Entities: Part 1
This week and next, New York Business Divorce examines two recent First Department decisions clarifying the standards for overcoming general releases given in the context of transactions with fiduciaries in closely held business entities, where the plaintiffs allege that the fiduciary fraudulently induced them to enter into the transaction. This week’s focus is on Centro Empresarial Cempresa S.A. v. America Movil S.A.B. de C.V., 2010 NY Slip Op 04719 (1st Dept June 3, 2010).
Continue Reading Recent Appellate Rulings Clarify Standards for Challenging Releases Given to Fiduciaries of Closely Held Business Entities: Part 1
Guest Post: Business Appraiser Jeff Risius on the Equity Risk Premium
I’m pleased to present a guest post on an important valuation topic by business appraiser Jeffrey M. Risius (jrisius@srr.com). Jeff is a Managing Director at Stout Risius Ross, Inc., a financial advisory firm specializing in valuation and financial opinions, investment banking, and dispute advisory and forensic services. Jeff specializes in valuation in a litigation setting including shareholder proceedings, bankruptcy matters and transaction disputes. Jeff’s below post elegantly explains one of the fundamental aspects of business appraisal, namely, ascertaining the equity risk premium component of the capitalization rate used in the discounted cash flow ("DCF") method. As you’ll read, this issue took front and center in a recent decision by the Delaware Chancery Court. I think you’ll find it very informative. – P.A.M.
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One commonly applied methodology in the valuation of businesses is the Discounted Cash Flow (“DCF”) Method. The premise of this method is that a company’s value is equal to the present value of all future cash flows expected to be generated by that company using a rate of return that incorporates the time value of money and the business risk associated with the cash flows. The appropriate rate of return to utilize in the DCF Method is closely related to the perceived level of risk associated with the projected cash flows.Continue Reading Guest Post: Business Appraiser Jeff Risius on the Equity Risk Premium
Keeping the Gag on Ex-Business Partners: LLCs and Confidentiality Agreements
In two recent decisions, courts in Delaware and New York addressed obligations of non-managing members of LLCs to maintain the confidentiality of company trade secrets. These cases provide important lessons for attorneys who prepare LLC operating and employment agreements. It’s in this week’s New York Business Divorce.
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