Under the Business Corporation Law, must a court-appointed receiver sell at public auction realty owned by a dissolved corporation, or may the receiver offer the property in a privately negotiated sale? That’s the question presented in Matter of Darvish decided this month by Manhattan Commercial Division Justice Melvin Schweitzer. It’s in this week’s New York Business Divorce.
Continue Reading Liquidation of Real Estate Holding Company: Public Auction or Private Sale?
January 2011
A Lesson in Arbitration Clause Drafting from Big Sky Country
By Peter A. Mahler on
This week’s New York Business Divorce travels to Montana to examine a recent decision by that state’s highest court denying arbitration of a petition for judicial dissolution of an LLC. Drafters of agreements among company co-owners should take note.
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Vying Over Venue in Corporate Dissolution Proceedings
By Peter A. Mahler on
Posted in Dissolution Procedure
The issue of venue rarely is contested in corporate dissolution cases thanks to special venue provisions in the Business Corporation Law and the LLC Law that require the case to be filed in the judicial district listed in the organizational documents filed with the Secretary of State. This week’s New York Business Divorce reports on a rare exception which reached the Appellate Division, Third Department, in Matter of Supplier Distribution Concepts, Inc.
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Splitting the Baby: Court in Oppressed Shareholder Dissolution Case Divides the Company Assets
By Peter A. Mahler on
A post-trial decision last month by Justice Emily Pines in Matter of Wenger, a corporate dissolution case pitting father against son, addresses novel issues concerning shareholder standing and oppression remedies. It’s in this week’s New York Business Divorce.
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Continue Reading Splitting the Baby: Court in Oppressed Shareholder Dissolution Case Divides the Company Assets
Key Person Discount Takes Center Stage in Stock Valuation Proceeding
By Peter A. Mahler on
The key-person discount makes a rare but ultimately unsuccessful appearance in a fair value buyout proceeding triggered by a corporate dissolution petition filed by minority shareholders of an office copier sales and leasing company. The valuation report by Referee Louis Crespo, and the decision confirming it by Manhattan Commercial Division Justice Barbara R. Kapnick, are featured in this week’s New York Business Divorce.
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Continue Reading Key Person Discount Takes Center Stage in Stock Valuation Proceeding