This week’s New York Business Divorce previews and links to the latest podcast episode of the Business Divorce Roundtable featuring an interview with business evaluator Jaime d’Almeida on the important subject of forensic analyses in valuation.
Continue Reading Forensic Analyses in Valuation: Interview With Jaime d’Almeida of Duff & Phelps
Justice Saliann Scarpulla’s recent decision in MFB Realty LLC v Eichner highlights statutory and contractual restrictions surrounding the scope of the rights transferred when LLC interests are assigned. Learn more in this week’s New York Business Divorce.
Continue Reading Operating Agreement’s Two-Step Consent Provision Foils Assignment of LLC Member Interest
Justice Alan Scheinkman’s highly detailed, 33-page decision last week in Verghetta v Lawlor, valuing a minority interest in two LLCs that own and operate Planet Fitness health clubs, is must reading for lawyers and business appraisers who handle fair value contests. Learn more in this week’s New York Business Divorce.
Continue Reading Threading the Fair-Value Needle: Court Finds Major Flaws in Both Sides’ Appraisals in Arriving at Its Own Value
For the second week in a row, New York Business Divorce examines the always controversial discount for lack of marketability in fair value contests, this time focusing on a recent New Jersey appellate decision applying a 25% DLOM despite strong evidence of liquidity.
Continue Reading Court Applies 25% Marketability Discount Despite “Strong Indicators of Liquidity”
The LLC Institute, the New York Law Journal, and the American Institute of CPAs are all sponsoring upcoming continuing education programs of great interest to business divorce professionals, at two of which I’ll be a panel member. Get the details in this week’s New York Business Divorce.
Continue Reading Don’t Miss These Upcoming Programs on LLCs and Business Valuation
A Brooklyn appellate panel last week provided more fodder for the DLOM debate that’s been in the legal news of late, upholding a 0% DLOM in a fair value appraisal of a membership interest in a real estate holding company. It’s featured in this week’s New York Business Divorce.
Continue Reading Appellate Court Upholds 0% Marketability Discount in LLC Fair Value Case
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
Call it the case of the underwater watering hole. This week’s New York Business Divorce looks at a recent post-trial decision by Justice Carolyn Demarest ordering $1 buy-outs of the petitioners’ shares in a debt-laden business that operates a neighborhood bar.
Continue Reading Dissolution Battle Over Heavily Indebted Business Yields $1 Buy-Outs
On the heels of the Zelouf and AriZona Iced Tea cases, this week’s New York Business Divorce highlights yet another interesting fair value contest, decided by Justice Carolyn Demarest, involving a battle of forensic accounting and valuation experts over the alleged skimming of millions in cash receipts at a restaurant.
Continue Reading Restaurant’s Cash-Skimming Majority Owners Forced to Buy Out Minority Shareholder or Face Dissolution
Last week’s decision by the Appellate Division, First Department, in Pokoik v. Pokoik appears to be the first appellate ruling applying the safe-harbor provision in Section 409 of New York’s LLC Law governing duties of managers. Learn more about this important development in this week’s New York Business Divorce.
Continue Reading Appellate Court Rejects LLC Manager’s Safe-Harbor Defense, Finds Breach of Fiduciary Duty