A recent decision by Manhattan Commercial Division Justice Melvin Schweitzer in a corporate dissolution case called Matter of Darvish breaks new ground with respect to the disproportionate assessment against the shareholders’ distributive shares of a court-appointed receiver’s legal fees. It’s in this week’s New York Business Divorce.
Continue Reading Court Charges Receiver’s Legal Fees in Corporate Dissolution Against 50% Shareholder’s Distributive Share Based on Misconduct
Peter A. Mahler
Peter A. Mahler is a litigator focusing on business divorce cases involving dissolution and other disputes among co-owners of closely held business entities, such as limited liability companies, corporations, and partnerships. Peter represents both control and non-control owners, often involving family-owned businesses. Frequently counseling business owners prior to litigation, he advises them of their rights and also assists in designing and negotiating an amicable separation between parties. Peter’s counsel helps avoid litigation by means of a buy-out, sale, or division of business assets.
Can Court Compel Shareholder to Present Claim in Dissolution Proceeding?
In a first impression decision handed down last month in Matter of Deblinger, Justice Stephen A. Bucaria upheld the court’s power to compel a respondent shareholder in a dissolution case to present a derivative claim against the petitioner-director. Catch it in this week’s New York Business Divorce.
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Continue Reading Can Court Compel Shareholder to Present Claim in Dissolution Proceeding?
A Few Dissolution Case Tidbits
It’s summertime, the livin’ is easy and the fare is lighter in this week’s New York Business Divorce featuring short summaries of a few decisions on diverse issues in shareholder disputes decided by Nassau County Justice Stephen Bucaria and Manhattan Justices Jane Solomon and Debra James.
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Continue Reading A Few Dissolution Case Tidbits
Court Addresses Necessary Party, Res Judicata Issues in Shareholder Oppression Case Pitting Uncle Against Nephews
Must a corporate dissolution petition name all shareholders as respondents? Does the dismissal of a shareholder’s prior lawsuit asserting derivative and employment-based claims preclude his seeking relief as an oppressed minority shareholder? These are the questions answered in a recent decision by Justice Orin Kitzes in Matter of Adelstein (Finest Foods Distributing Co.), featured in this week’s New York Business Divorce.
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Continue Reading Court Addresses Necessary Party, Res Judicata Issues in Shareholder Oppression Case Pitting Uncle Against Nephews
Decision Breaks New Ground in Dispute Over Enforcement of Stock Buyback Triggered by Filing of Dissolution Petition
A highly instructive decision by Westchester Commercial Division Justice Alan D. Scheinkman in Matter of Piekos (Home Studios Inc.) grabs the spotlight in this week’s New York Business Divorce. The question presented: Does the mere filing of a dissolution petition by an allegedly oppressed minority shareholder trigger a mandatory buyback of the petitioner’s shares at book value under the terms of the shareholders’ agreement?
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Continue Reading Decision Breaks New Ground in Dispute Over Enforcement of Stock Buyback Triggered by Filing of Dissolution Petition
Sassower Case Illustrates Anew the Price of Poorly Drafted Buy-Sell Agreement
This week’s New York Business Divorce revisits the buy-out valuation contest going into its third year in Sassower v. 975 Stewart Avenue Associates, LLC, on the occasion of a recent decision by Justice Ira B. Warshawsky rejecting the parties’ dueling motions for summary judgment on the question whether the mortgage balance should be deducted from the subject company’s sole real estate asset in determining the purchase price of the minority interest being valued.
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Continue Reading Sassower Case Illustrates Anew the Price of Poorly Drafted Buy-Sell Agreement
Final Round of Corfian Case Features Diverse Dissolution Issues
The case of Pappas v. Corfian makes a return appearance in this week’s New York Business Divorce on the occasion of an action-packed decision last month by Brooklyn Supreme Court Justice Jack Battaglia granting a petition for dissolution based on shareholder oppression. You won’t want to miss it.
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Continue Reading Final Round of Corfian Case Features Diverse Dissolution Issues
Recent Appellate Rulings Clarify Standards for Challenging Releases Given to Fiduciaries of Closely Held Business Entities: Part 2
In this second installment of a two-part series, New York Business Divorce examines recent First Department decisions clarifying the standards for overcoming general releases given in the context of transactions with fiduciaries in closely held business entities, where the plaintiffs allege that the fiduciary fraudulently induced them to enter into the transaction. This week’s focus is on a case whose name should be familiar to regular readers of this blog, Arfa v. Zamir, 2010 NY Slip Op 06070 (1st Dept July 13, 2010).
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Continue Reading Recent Appellate Rulings Clarify Standards for Challenging Releases Given to Fiduciaries of Closely Held Business Entities: Part 2
Recent Appellate Rulings Clarify Standards for Challenging Releases Given to Fiduciaries of Closely Held Business Entities: Part 1
This week and next, New York Business Divorce examines two recent First Department decisions clarifying the standards for overcoming general releases given in the context of transactions with fiduciaries in closely held business entities, where the plaintiffs allege that the fiduciary fraudulently induced them to enter into the transaction. This week’s focus is on Centro Empresarial Cempresa S.A. v. America Movil S.A.B. de C.V., 2010 NY Slip Op 04719 (1st Dept June 3, 2010).
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Continue Reading Recent Appellate Rulings Clarify Standards for Challenging Releases Given to Fiduciaries of Closely Held Business Entities: Part 1
Guest Post: Business Appraiser Jeff Risius on the Equity Risk Premium
I’m pleased to present a guest post on an important valuation topic by business appraiser Jeffrey M. Risius (jrisius@srr.com). Jeff is a Managing Director at Stout Risius Ross, Inc., a financial advisory firm specializing in valuation and financial opinions, investment banking, and dispute advisory and forensic services. Jeff specializes in valuation in a litigation setting including shareholder proceedings, bankruptcy matters and transaction disputes. Jeff’s below post elegantly explains one of the fundamental aspects of business appraisal, namely, ascertaining the equity risk premium component of the capitalization rate used in the discounted cash flow ("DCF") method. As you’ll read, this issue took front and center in a recent decision by the Delaware Chancery Court. I think you’ll find it very informative. – P.A.M.
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One commonly applied methodology in the valuation of businesses is the Discounted Cash Flow (“DCF”) Method. The premise of this method is that a company’s value is equal to the present value of all future cash flows expected to be generated by that company using a rate of return that incorporates the time value of money and the business risk associated with the cash flows. The appropriate rate of return to utilize in the DCF Method is closely related to the perceived level of risk associated with the projected cash flows.Continue Reading Guest Post: Business Appraiser Jeff Risius on the Equity Risk Premium