Can majority members of an LLC withdraw a dissolution claim, over two years into the case, for the purpose of enforcing against a minority member the LLC agreement’s non-compete provision which, by its terms, lapses upon dissolution? Find out in this week’s New York Business Divorce.
Continue Reading Court Rebuffs Dissolution Withdrawal in Denying Enforcement of Non-Compete
April 2015
Case Highlights Importance of Valuation Date in Buy-Sell Agreement
By Peter A. Mahler on
The fascinating case of Mintz v Pazer, which was reported over a year ago featuring discussion of a “Quick Draw” buy-sell agreement, makes its second appearance in this week’s New York Business Divorce, this time highlighting a pair of recent decisions by Justice David Schmidt resolving disputes over the timing of appraisals and valuation date. …
Continue Reading Case Highlights Importance of Valuation Date in Buy-Sell Agreement
Another Case of Seller’s Remorse Bites the Dust
By Peter A. Mahler on
Disputes over shareholder buy-outs continue to generate interesting court decisions addressing whether the purchasing controller has an affirmative, fiduciary duty of disclosure, as in Brummer v. Red Rabbit, LLC, highlighted in this week’s New York Business Divorce.
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Continue Reading Another Case of Seller’s Remorse Bites the Dust
Blurring the Lines Between Oppression, Duty of Disclosure, and Fiduciary Breach
By Peter A. Mahler on
Posted in Buyout
Do majority shareholders of a close corporation owe a fiduciary duty to a minority shareholder to make accurate financial disclosures to enable fair valuation of the latter’s shares for purposes of a voluntary buy-out? Find out in this week’s New York Business Divorce.
Continue Reading Blurring the Lines Between Oppression, Duty of Disclosure, and Fiduciary Breach