Buyout

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The decision highlighted in this week’s New York Business Divorce may not be new, but it is one that deserves serious attention as a possible remedial template in deadlock dissolution cases, where one 50% owner with operational control uses it as a sword to force the other 50% owner to accept an under-valued buyout. …
Continue Reading How Should Courts Maximize Shareholder Value When Dissolving Deadlocked Companies?

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.
Continue Reading How Much is That Pastrami in the Window? Court Determines Fair Value of Kosher Deli

A decision last month by Albany Justice Richard Platkin in Matter of Ryan (Integra Networks, Inc.) opted in favor of the petitioners’ request to voluntarily discontinue their corporate dissolution proceeding over the respondents’ request for leave to make an untimely buy-out election. Find out why in this week’s New York Business Divorce. …
Continue Reading Court Chooses Voluntary Dismissal Over Buy-Out in Two-Year Dissolution Case

A recent ruling by Justice Timothy Driscoll in De Well Shipping Container Corp. v. Guo highlights the uncertainties and perils when clients, without their lawyers present, negotiate and sign an informal agreement settling a shareholder dispute with a buy-out. Read about it in this week’s New York Business Divorce.
Continue Reading Trouble Looms When Clients Negotiate Their Own Shareholder Buy-Out Settlement Agreements

For a variety of reasons, many closely-held corporations in New York and elsewhere choose to incorporate in Delaware. A Delaware Chancery Court decision last week, in Blaustein v. Lord Baltimore Capital Corp., serves as a good reminder of the perils of Delaware incorporation to minority shareholders. Learn more in this week’s New York Business Divorce.
Continue Reading Who Wants to Be a Minority Shareholder of a Delaware Closely-Held Corporation?

A decision last week by the Appellate Division, Second Department, in Mizrahi v. Cohen ordered a buy-out of a 50% LLC member by the other 50% member as an equitable remedy in lieu of a winding-up and liquidation of the LLC’s assets. Read about this important decision in this week’s New York Business Divorce.
Continue Reading Appellate Court Orders Equitable Buy-Out in LLC Dissolution Case

Whatever doubts you may have had about the perils of using fixed-pricing in shareholder buy-sell agreements likely will be dispelled when you read this week’s New York Business Divorce highlighting a recent decision by the Appellate Division, Fourth Department, in Sullivan v. Troser Management, Inc.
Continue Reading Missing Certificate of Value Spawns Decade-Long Lawsuit Over Buy-Sell Agreement

A decision last month by Justice Carolyn Demarest in Mizrahi v. Cohen adds to the short but growing list of LLC dissolution cases in which courts have ordered equitable buy-outs notwithstanding the absence of enabling provision in the LLC agreement. This week’s New York Business Divorce has this important story.
Continue Reading Court Decision Boosts Equitable Buy-Out Remedy in LLC Dissolution Case

A recent Delaware Chancery Court decision teaches an important lesson for drafters of buy-out agreements involving pass-through entities and taxes on “phantom” income allocated to a former owner. Learn more in this week’s New York Business Divorce.
Continue Reading Delaware Case Provides Drafting Lesson for “Phantom” Income Provision in Buy-Out Agreement

This week’s New York Business Divorce features brief summaries of a handful of noteworthy court decisions that escaped my attention last year, including a pair of decisions involving deadlock and oppressed minority shareholder disputes, and another pair of decisions involving receivership applications.
Continue Reading Some Winter Case Notes