An important appellate decision issued last week, sustaining a complaint alleging concealment of financial projections impacting on share price, demands the attention of business owners and their counsel considering the buyout of a minority partner. Read about it in this week’s New York Business Divorce.
Continue Reading Decision Lowers the Bar for Former Partner’s Claims of Fraudulent Buyout
Dissenting Shareholder Loses Right to Receive Dividends Upon Merger Consummation
This week’s New York Business Divorce highlights a recent decision dismissing a complaint by a former shareholder, brought after he already won a judgment in a dissenting shareholder stock appraisal, seeking to compel the company to pay him additional “tax dividend” distributions.
Continue Reading Dissenting Shareholder Loses Right to Receive Dividends Upon Merger Consummation
LLC Member’s Marital Woes Lead to Loss of Membership Interest
This week’s New York Business Divorce examines an intriguing case involving an LLC whose operating agreement required a member to transfer his interest to the other members because of his filing of a divorce action against his wife. When the divorcing member refused to do so, he bought himself a second divorce litigation, of the business kind.
Continue Reading LLC Member’s Marital Woes Lead to Loss of Membership Interest
Appellate Court Enforces Stock Buyback Triggered by Dissolution Petition
Danger lurks for the dissolution petitioner and attorney who beforehand don’t thoroughly analyze whether the mere filing of a petition may trigger rights of first refusal in the shareholders’ agreement. This week’s New York Business Divorce highlights a recent appellate decision where the unwary petitioner fell into the self-made trap.
Continue Reading Appellate Court Enforces Stock Buyback Triggered by Dissolution Petition
Roundup of 2007 Business Divorce Cases
Here’s a preview of (and link to) Peter Mahler’s recently published article in the New York Law Journal highlighting the most interesting business divorce cases decided by New York courts in 2007.
Continue Reading Roundup of 2007 Business Divorce Cases
One Case, Three Great Issues
Read about an action-packed corporate dissolution case addressing several hot-topic issues including arbitration, foreign corporations and mandatory buybacks.
Continue Reading One Case, Three Great Issues
Judicial Dissolution and Buyouts
New York has a peculiar statutory scheme when it comes to dissolution proceedings and buyouts.
There are two basic statutes governing dissolution of closely held business corporations. The older statute, codified as Section 1104 of the Business Corporation Law (BCL), permits a 50% shareholder to seek dissolution in cases of deadlock. When one 50% shareholder
The Case of the One-Dollar Buyout
Under Section 1118 of the Business Corporation Law, when a minority shareholder files a petition for judicial dissolution of a close corporation based on oppressive conduct by the controlling shareholders or directors, the respondent shareholders may avoid dissolution by electing to purchase the petitioner’s shares for fair value.
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