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.
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Buyout
Chicken Sh*t Bingo Fans Rejoice: The Dragpipe Saloon Survives a Dissolution Scare
By Peter A. Mahler on
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.
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How to Initiate a Fair Value Appraisal Proceeding – a Dissenter’s Checklist
By Franklin C. McRoberts on
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.
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A Fresh Take on an Old Doctrine – The “Adequate, Alternative Remedy” to Dissolution
By Franklin C. McRoberts on
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.
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Another Reason Not to Use Fixed Price Buy-Sell Agreements
By Peter A. Mahler on
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. …
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A Deep Dive Into the Election to Purchase in Dissolution Proceedings
By Peter A. Mahler on
Posted in Buyout, Dissolution Basics
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. …
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Basics of Valuation Proceedings – Litigating an Appraisal from Start to Finish – Part 3
Read about the accounting principles, methodologies, and standards that apply in business valuation proceedings in this week’s New York Business Divorce – the final installment of a three-part series.
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Gymnastics Business Falls Off the Beam in LLC Dissolution Case
By Peter A. Mahler on
A rare post-trial decision granting a minority member’s petition for judicial dissolution of an LLC with no operating agreement takes the spotlight in this week’s New York Business Divorce.
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Basics of Valuation Proceedings – Litigating an Appraisal from Start to Finish – Part 2
By Franklin C. McRoberts on
In this week’s New York Business Divorce – the second in a three-part series – learn about the legal rules and principles governing partnership, corporation, and limited liability company appraisal proceedings.
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Dead Men Tell No Tales of Shareholder Buy-Outs Gone Sour
By Peter A. Mahler on
Posted in Buyout
An eight-year litigation saga in a dispute over a below-market sale of shares in a realty holding company came to end last month when the Appellate Division, First Department, affirmed an order dismissing the complaint in Gourary v Laster. Read more in this week’s New York Business Divorce.
Continue Reading Dead Men Tell No Tales of Shareholder Buy-Outs Gone Sour