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.
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Accountants/Experts
“Jerk Insurance” Takes on New Meaning in Buyout Dispute
By Peter A. Mahler on
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.
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Dissolution Battle Over Heavily Indebted Business Yields $1 Buy-Outs
By Peter A. Mahler on
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. …
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Restaurant’s Cash-Skimming Majority Owners Forced to Buy Out Minority Shareholder or Face Dissolution
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
Appellate Court Rejects LLC Manager’s Safe-Harbor Defense, Finds Breach of Fiduciary Duty
By Peter A. Mahler on
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. …
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The High Price of Bungled Expert Disclosure in Valuation Cases
By Peter A. Mahler on
Appraisal experts provide critical testimony in valuation proceedings. Court rules govern pretrial expert disclosure. In this week’s New York Business Divorce, you can bone up on the disclosure requirements and read about cases in which the parties paid a price for failing to comply with disclosure requirements. …
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How Much is That Pastrami in the Window? Court Determines Fair Value of Kosher Deli
By Peter A. Mahler on
Pastrami, corned beef, and valuation were on the menu in Ruggiero v. Ruggiero, decided last month by Justice Emily Pines in a case pitting the widow of one brother against the surviving brother in a contested buy-out of shares in a kosher deli business. This week’s New York Business Divorce highlights the court’s discussion of the conflicting expert business appraisals.
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Appellate Court Directs 16% Marketability Discount in Fair Value Buy-Out of Realty Companies, Affirms Discount for Future Built-In Gains Tax at Present Value
By Peter A. Mahler on
An important decision last week by the Appellate Division, First Department, in Giaimo v. Vitale directed the application of stock valuation discounts for lack of marketability and built-in gains taxes in a case involving closely held, subchapter C real estate holding corporations. It’s must reading for business appraisers and business divorce lawyers, in this week’s New York Business Divorce. …
Continue Reading Appellate Court Directs 16% Marketability Discount in Fair Value Buy-Out of Realty Companies, Affirms Discount for Future Built-In Gains Tax at Present Value
Forensic Accounting Helps Wins the Day in Oppressed Shareholder Stock Valuation Proceeding
By Peter A. Mahler on
A recent decision by Queens County Commercial Division Justice Orin Kitzes in Matter of Adelstein illustrates the crucial role of forensic accounting in testing and adjusting a company’s financial statements for purposes of stock valuation in an oppressed minority shareholder case. Read more in this week’s New York Business Divorce.
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New York and Delaware Courts Decide Disputes Over Accounting Firm Buyouts
By Peter A. Mahler on
This week’s New York Business Divorce features a pair of recent decisions by New York and Delaware courts addressing disputes between accounting firms and departing partners over entitlement to buy-out payments. Both are highly interesting decisions, especially for anyone involved in drafting agreements for professional firms.
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