Buyout

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Matter of Bernfeld, decided last week by a Brooklyn appellate panel in a signed opinion authored by Justice John Leventhal, offers a rare and fascinating encounter with an ultimately unsuccessful attempt to obtain judicial dissolution of a professional corporation under Section 1103 of the Business Corporation Law, brought by the widow of the deceased majority shareholder. If you are, or have a client who is, a co-owner of a professional corporation, do yourself a favor and read this week’s New York Business Divorce.
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Continue Reading Case Illustrates How Not to Plan for the Death of a Shareholder in a Professional Corporation

Last week’s rulings by New York’s high court in the closely-watched Centro and Arfa cases resolves much of the uncertainty that has surrounded the ability of controlling owners of closely held companies to bargain for effective releases against fiduciary-based claims of non-disclosure when buying out minority owners. Get the full story in this week’s New York Business Divorce.
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Continue Reading New York’s Top Court Resets the Bargaining Table When Controlling Owner of Closely Held Company Buys Out Minority Partner

A recent decision by the Appellate Division, First Department, in Frame v. Maynard authorizes the imposition of so-called Rothko damages against a general partner who breaches fiduciary duty by misrepresenting the value of partnership assets when buying out the limited partners’ interests. Learn more in this week’s New York Business Divorce.
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Continue Reading Rothko Damages Awarded for General Partner’s Undervalued Buyout of Limited Partners’ Interest in Realty Company

When the company or majority shareholder elects to purchase a dissolution petitioner’s shares for fair value, how can the selling shareholder be sure the purchaser will be able to pay the eventual award? The statute offers relief in the form of a bonding requirement, as illustrated in a recent case decided by Nassau County Commercial Division Justice Stephen A. Bucaria. Get the story in this week’s New York Business Divorce.
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Continue Reading Bonding a Fair Value Award: When Can the Court Require It?

The key-person discount makes a rare but ultimately unsuccessful appearance in a fair value buyout proceeding triggered by a corporate dissolution petition filed by minority shareholders of an office copier sales and leasing company. The valuation report by Referee Louis Crespo, and the decision confirming it by Manhattan Commercial Division Justice Barbara R. Kapnick, are featured in this week’s New York Business Divorce.
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Continue Reading Key Person Discount Takes Center Stage in Stock Valuation Proceeding

No, it’s not Monday. Due to the tremendous public interest in the American Chopper litigation, New York Business Divorce is posting ahead of its normal schedule to let folks know about this week’s appellate decision handing victory to Paul (Junior) Teutul in his fight to resist a compelled buyout by his father of his minority stake in Orange County Choppers. Next posting: December 27, 2010.
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Continue Reading Paul (Junior) Teutul Wins Appeal in American Chopper Buyout Lawsuit

Last week I stopped by the courthouse in White Plains to watch the oral argument of the appeal by Paul “Junior” Teutul of American Chopper fame from the lower court’s decision on which I previously reported, compelling him to sell his shares in the custom motorcycle business to his father and television co-star, Paul “Senior” Teutul. Get the full story in this week’s New York Business Divorce.
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Continue Reading Court Hears Argument of Paul Jr.’s Appeal in American Chopper Buyout Dispute

Drinkers of AriZona Iced Tea will thirst for this week’s New York Business Divorce post on a dissolution petition filed last week in Nassau County Supreme Court by a 50% shareholder of the multi-billion dollar beverage maker headquartered in Woodbury, New York.
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Continue Reading 50% Owner of AriZona Iced Tea, Claiming Shareholder Oppression, Files for Involuntary Dissolution of Multi-Billion Dollar Enterprise

Must a corporate dissolution petition name all shareholders as respondents? Does the dismissal of a shareholder’s prior lawsuit asserting derivative and employment-based claims preclude his seeking relief as an oppressed minority shareholder? These are the questions answered in a recent decision by Justice Orin Kitzes in Matter of Adelstein (Finest Foods Distributing Co.), featured in this week’s New York Business Divorce.
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Continue Reading Court Addresses Necessary Party, Res Judicata Issues in Shareholder Oppression Case Pitting Uncle Against Nephews