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?
A Lesson in Arbitration Clause Drafting from Big Sky Country
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.
Continue Reading A Lesson in Arbitration Clause Drafting from Big Sky Country
Vying Over Venue in Corporate Dissolution Proceedings
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.
Continue Reading Vying Over Venue in Corporate Dissolution Proceedings
Splitting the Baby: Court in Oppressed Shareholder Dissolution Case Divides the Company Assets
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.
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
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.
Continue Reading Key Person Discount Takes Center Stage in Stock Valuation Proceeding
Top 10 Business Divorce Cases of 2010
It’s the third anniversary of New York Business Divorce, and what better way to celebrate the occasion, and the New Year, than a look back at 2010’s top-ten business divorce cases.
Continue Reading Top 10 Business Divorce Cases of 2010
Paul (Junior) Teutul Wins Appeal in American Chopper Buyout Lawsuit
No, it’s not Monday. Due to the tremendous public interest in the American Chopper litigation, New York Business Divorce is posting ahead of its normal schedule to let folks know about this week’s appellate decision handing victory to Paul (Junior) Teutul in his fight to resist a compelled buyout by his father of his minority stake in Orange County Choppers. Next posting: December 27, 2010.
Continue Reading Paul (Junior) Teutul Wins Appeal in American Chopper Buyout Lawsuit
Court Grants Common-Law Dissolution and Awards Damages for 5% Shareholder Excluded From Sale of Company Assets
A Queens County judge recently lowered the boom on controlling shareholders of a fire and burglar alarm company, all of whose assets they sold without telling, or distributing any sale proceeds to, a minority shareholder. Get the full story in this week’s New York Business Divorce.
Continue Reading Court Grants Common-Law Dissolution and Awards Damages for 5% Shareholder Excluded From Sale of Company Assets
Court Rejects Minority and Marketability Discounts in Assessing Damages for Breach of Equity Participation Agreement
This week’s New York Business Divorce examines a noteworthy decision by Manhattan Supreme Court Justice Marylin Diamond in Cole v. Macklowe, where she precluded the defendant’s valuation expert from testifying on the applicability of minority and marketability discounts in valuing the plaintiff’s equity interests in a series of single-asset real estate holding companies.
Continue Reading Court Rejects Minority and Marketability Discounts in Assessing Damages for Breach of Equity Participation Agreement
Larry Ribstein on the Evolution of the Closely Held Firm and Judicial Dissolution Remedies
Professor Larry Ribstein recently published a highly informative paper called “Close Corporation Remedies and the Evolution of the Closely Held Firm” in which he relates the judicial dissolution remedy to the evolution of small business firms from partnerships to close corporations to the modern limited liability company. It’s essential reading for business divorce practitioners, and it’s in this week’s New York Business Divorce.
Continue Reading Larry Ribstein on the Evolution of the Closely Held Firm and Judicial Dissolution Remedies