Think you know the rules governing a 50% shareholder’s standing to seek statutory and common-law judicial dissolution of a closely held corporation? Test yourself with a pop quiz in this week’s New York Business Divorce.
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January 2015
“Jerk Insurance” Takes on New Meaning in Buyout Dispute
By Peter A. Mahler on
A recent federal court decision in a high-stakes case resolved a dispute over the interpretation and application of what’s commonly called a “jerk insurance” provision in a shareholder buyout agreement. Learn more in this week’s New York Business Divorce.
Continue Reading “Jerk Insurance” Takes on New Meaning in Buyout Dispute
Court Declines Jurisdiction Over Claim for Common-Law Dissolution of Delaware Corporation
By Peter A. Mahler on
In the face of Second Department case law rejecting subject-matter jurisdiction over statutory dissolution claims involving foreign business entities, the plaintiffs in Bonavita v Savenergy, Inc. argued to Justice Timothy Driscoll that he nonetheless could hear a claim for common-law dissolution of a Delaware corporation. Did they succeed? Find out in this week’s New York Business Divorce. …
Continue Reading Court Declines Jurisdiction Over Claim for Common-Law Dissolution of Delaware Corporation
Court’s Rejection of Marketability Discount in Zelouf Case Guided by Fairness, Not “Formalistic and Buzzwordy Principles”
By Peter A. Mahler on
Posted in Family-Owned Businesses, Valuation Discounts
The Zelouf case returns to the spotlight in this week’s New York Business Divorce, occasioned by Justice Shirley Kornreich’s decision last month denying a motion to reargue the court’s refusal to apply a marketability discount in valuing the shares of a dissenting minority shareholder of a family-owned business.
Continue Reading Court’s Rejection of Marketability Discount in Zelouf Case Guided by Fairness, Not “Formalistic and Buzzwordy Principles”