This week’s post shows that when it comes to business valuations, a little air adds lift—but too much and credibility goes pop.
Too Much Spin on the Numbers: What a Law Firm Breakup Teaches About Valuation Disputes
Retirement of Working Owners of Closely Held Business Entities: What’s Your Plan?
Did a 25% shareholder forfeit her equity in an entertainment industry management company when she announced her intention to retire? Learn the answer in this week’s New York Business Divorce.
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Winter Case Notes: Nice Try, But the Agreements Say What They Say
This week’s New York Business Divorce presents the 2025 Winter Case Notes, where we highlight a few recent decisions of interest featuring strict adherence to statutory language and the parties’ governing agreements.
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The Little Buy-Sell That Could
The irony of litigation over buy-sell agreements is that such agreements are specifically intended to avoid litigation when owners die or become disabled or otherwise seek to exit the firm. Take, for example, last week’s Appellate Division ruling, reversing the lower court’s decision dismissing a claim to enforce an operating agreement’s buy-sell provision. Better yet, read about it in this week’s New York Business Divorce.
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A Gift Horse with Rotten Teeth: When Equity Bequests Violate Transfer Restrictions or Buy-Sell Agreements
This week in New York Business Divorce, read about yet another attempted bequest in a last will and testament of a valuable business interest foiled by a buy-sell provision in the entity’s contract. We’ll summarize some of the rules of law courts use to resolve the conflict.
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Dollars, Donuts, and Buy-Sell Options
This week’s New York Business Divorce touches on familiar themes. A bitter father-son dispute. A disagreement over whether to sell or keep the business. An expulsion and compelled buyout. Throw in a fistfight, criminal charges, and an alleged extortion in exchange for reduced criminal charges, and you’ve got one heck of a sordid story. There’s even a legal lesson about the importance of strict compliance with closing deadlines in buy-sell option agreements.
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And the Award for Most Creative Attempt to Evade a Book Value Buy-Sell Provision Goes To . . .
“Under any standard of value, the true economic value of a business enterprise will equal the company’s accounting book value only by coincidence . . .” says the late business valuation expert and author Shannon Pratt. So why do so many shareholder buy-sell agreements require that the shares be purchased for book value? This week’s post explores.
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A Lifeline for the Stale “Schedule A”
An Operating Agreement that calls for “annual updates” to its dissolution procedures is begging for trouble. This week’s post demonstrates why.
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At-Will Employment Agreement Plus Mandatory Redemption Clause Leaves Minority Shareholder-Employees Out in the Cold
What happens when you cross an at-will employment agreement with a mandatory redemption requirement at a deeply discounted price? Find out in this week’s post.
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Must a Professional Corporation Redeem the Shares of its Retired Shareholders?
This week’s post discusses what happens when shareholders of a Professional Corporation retire without an agreement governing the redemption of their shares.
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