This week’s New York Business Divorce, authored by Peter J. Sluka, looks at a first-impression decision by the Delaware Chancery Court in which the court characterized a shareholder buy-out provision as a call option, with consequences for the company’s attempt to revoke its initiation of the buy-out.
Continue Reading Consider Whether Your Buy-Sell Provision is a Call Option Before Pulling the Trigger
Buyout
This Single-Appraiser Buy-Sell Agreement Was Asking for Trouble
This week’s New York Business Divorce highlights a recent decision by Justice Joel M. Cohen in a fascinating, high stakes case involving an allegedly “rigged” appraisal pursuant to a repurchase option in an LLC agreement. …
Continue Reading This Single-Appraiser Buy-Sell Agreement Was Asking for Trouble
No Double Dipping! Court Denies Post-Valuation Date Distributions in Equitable Buyout of LLC Member
George Costanza would be unhappy to hear about an Appellate Division decision last week affirming a trial court ruling, among others of interest in an LLC appraisal proceeding, in which it rejected as “double dipping” a request for post-valuation date income distributions on top of the fair value award. Learn more in this week’s New York Business Divorce.
Continue Reading No Double Dipping! Court Denies Post-Valuation Date Distributions in Equitable Buyout of LLC Member
LLC Survives Member’s Death. Dissolution Petition Doesn’t.
Last week, the Appellate Division affirmed an order dismissing an unusual LLC dissolution petition based on the death of one of its members — 11 years earlier. Get the full story in this week’s New York Business Divorce.
Continue Reading LLC Survives Member’s Death. Dissolution Petition Doesn’t.
Operating Agreement Spawns Multiple Disputes Between 50/50 Members of Realty Holding LLC
Entering its fifth year of litigation featuring two rulings by the Appellate Division in 2017 and last week, the case of Rubin v Baumann is another example of LLCs that suffer from inadequate operating agreements. Learn more in this week’s New York Business Divorce. …
Continue Reading Operating Agreement Spawns Multiple Disputes Between 50/50 Members of Realty Holding LLC
Chicken Sh*t Bingo Fans Rejoice: The Dragpipe Saloon Survives a Dissolution Scare
This week’s New York Business Divorce travels to South Dakota whose Supreme Court recently issued a noteworthy decision denying judicial dissolution of a single-asset realty holding LLC that primarily operated a bar and camping facility for only 10 days each year during the Sturgis Motorcycle Rally.
Continue Reading Chicken Sh*t Bingo Fans Rejoice: The Dragpipe Saloon Survives a Dissolution Scare
How to Initiate a Fair Value Appraisal Proceeding – a Dissenter’s Checklist
In this week’s New York Business Divorce, we go step-by-step through a tricky process, confusing to many: the procedures leading up to the commencement of a fair value appraisal proceeding.
Continue Reading How to Initiate a Fair Value Appraisal Proceeding – a Dissenter’s Checklist
A Fresh Take on an Old Doctrine – The “Adequate, Alternative Remedy” to Dissolution
When shareholders enter into a written agreement governing the terms for a buyout of their stock, to what extent must courts hold a hearing to determine if the agreement provides an “adequate” alternative to dissolution? In this week’s New York Business Divorce, a Manhattan appeals court considers this important question in the context of an epic, 12-year litigation over the value of shares of stock in a Bronx funeral home.
Continue Reading A Fresh Take on an Old Doctrine – The “Adequate, Alternative Remedy” to Dissolution
Another Reason Not to Use Fixed Price Buy-Sell Agreements
If someone proposes to you a fixed price buy-sell agreement, run the other way, but not without first reading this week’s New York Business Divorce. …
Continue Reading Another Reason Not to Use Fixed Price Buy-Sell Agreements
A Deep Dive Into the Election to Purchase in Dissolution Proceedings
This week’s New York Business Divorce takes a close look at the issues surrounding the statutory right of the corporation and other shareholders to stay dissolution proceedings by electing to purchase the petitioner’s shares at fair value. …
Continue Reading A Deep Dive Into the Election to Purchase in Dissolution Proceedings