August 2021

In this week’s New York Business Divorce, a would-be LLC dissolution plaintiff goes down swinging on an unanswered complaint within an unopposed motion for a default judgment, just the latest example of New York courts closely scrutinizing the merits of LLC dissolution claims at the pleadings stage.
Continue Reading Swing and a Miss: Unopposed LLC Dissolution Claim Denied

When valuing an owner’s interest in a closely-held company, the calculation and applicability of a discount for lack of marketability is among the most fertile grounds for sharp disagreement. One open question: should the DLOM account for any contractual restrictions on a controlling owner’s ability to transfer his or her control? …
Continue Reading Fueling the DLOM Debate: Control Transfer Restrictions and the Discount for Lack of Marketability

This week’s New York Business Divorce revisits a recurrent fact pattern featured in a recent Florida case involving a conflict between provision in a partnership agreement restricting transfer upon death and the deceased partner’s testamentary devise of the partnership interest.
Continue Reading When It Comes to Transfers of Ownership Interests, Where There’s a Will There’s Not Always a Way

New York appellate precedent uniformly holds that New York courts lack subject matter jurisdiction in dissolution cases involving foreign business entities. So what’s a business divorce lawyer to do when the client seeking dissolution of a foreign business entity presents an owners’ agreement containing a forum selection clause giving New York courts exclusive jurisdiction in any litigation between the parties? Find out in this week’s New York Business Divorce.
Continue Reading Business Divorce Alert: Forum Selection Clauses Do Not Confer Subject Matter Jurisdiction in Foreign Entity Dissolution Cases