What happens when a law firm breakup combines self-help with firm funds, weaponized billing practices, a fatal deemed admission, and a federal court’s refusal to entertain dissolution? Ballon Stoll gives us the answer—and several cautionary lessons.
This week’s post examines how a premature $50 million buyback notice and a hurried $140 million third-party sale collided—leaving both transactions invalid and the Elie Tahari joint venturers stuck together, at least for now.
The BCL § 1118 buyout election is a mighty litigation tool, capable of thwarting judicial dissolution, capable even of thwarting an injunction. But it is not a panacea. Read about the powers and limitations of the statutory buyout election in this week’s New York Business Divorce.
Continue Reading The BCL § 1118 Buyout Election: A Powerful Defense. With Limits.
This week’s post shows that when it comes to business valuations, a little air adds lift—but too much and credibility goes pop.
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.
Continue Reading Retirement of Working Owners of Closely Held Business Entities: What’s Your Plan?
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.
Continue Reading Winter Case Notes: Nice Try, But the Agreements Say What They Say
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.
Continue Reading The Little Buy-Sell That Could
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.
Continue Reading A Gift Horse with Rotten Teeth: When Equity Bequests Violate Transfer Restrictions or Buy-Sell Agreements
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.
Continue Reading Dollars, Donuts, and Buy-Sell Options
“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.
Continue Reading And the Award for Most Creative Attempt to Evade a Book Value Buy-Sell Provision Goes To . . .