In the absence of statutory authorization, a few courts have ordered equitable buy-outs in LLC dissolution cases. This week’s New York Business Divorce examines an important question in such cases: What valuation date should be used?
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Buyout
5 Reasons to Get a “Quick-and-Dirty” Appraisal in Business Divorce Cases
By Peter A. Mahler on
The so-called “quick and dirty” business appraisal can serve a number of highly useful purposes in the early stages of a business divorce, as explained in this week’s New York Business Divorce. …
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Case Highlights Importance of Valuation Date in Buy-Sell Agreement
By Peter A. Mahler on
The fascinating case of Mintz v Pazer, which was reported over a year ago featuring discussion of a “Quick Draw” buy-sell agreement, makes its second appearance in this week’s New York Business Divorce, this time highlighting a pair of recent decisions by Justice David Schmidt resolving disputes over the timing of appraisals and valuation date. …
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Another Case of Seller’s Remorse Bites the Dust
By Peter A. Mahler on
Disputes over shareholder buy-outs continue to generate interesting court decisions addressing whether the purchasing controller has an affirmative, fiduciary duty of disclosure, as in Brummer v. Red Rabbit, LLC, highlighted in this week’s New York Business Divorce.
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Blurring the Lines Between Oppression, Duty of Disclosure, and Fiduciary Breach
By Peter A. Mahler on
Posted in Buyout
Do majority shareholders of a close corporation owe a fiduciary duty to a minority shareholder to make accurate financial disclosures to enable fair valuation of the latter’s shares for purposes of a voluntary buy-out? Find out in this week’s New York Business Divorce.
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Chris Mercer on Unlocking Private Company Wealth
By Peter A. Mahler on
Posted in Buyout
Renowned business appraiser Chris Mercer has written a book called Unlocking Private Company Wealth that’s must reading for business owners and their advisors who should be concerned about wealth management and ownership transition for the closely held and family business. Read more in this week’s New York Business Divorce. …
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Appellate Court Upholds 0% Marketability Discount in LLC Fair Value Case
By Peter A. Mahler on
Posted in Accountants/Experts, Buyout, Family-Owned Businesses, LLCs, Valuation, Valuation Discounts
A Brooklyn appellate panel last week provided more fodder for the DLOM debate that’s been in the legal news of late, upholding a 0% DLOM in a fair value appraisal of a membership interest in a real estate holding company. It’s featured in this week’s New York Business Divorce.
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Post-Buyout Election Interim Remedies: Bond, Injunction, or Both?
By Peter A. Mahler on
Posted in Buyout, Interim Remedies
Justice Richard Platkin’s decision last month in O’Connor v. Coccadotts, Inc., denying a dissolution petitioner’s preliminary injunction motion after the respondent elected to purchase the petitioner’s shares, focuses attention on the interim remedies available to ensure that the eventual fair-value award will be paid. Learn more in this week’s New York Business Divorce. …
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“Jerk Insurance” Takes on New Meaning in Buyout Dispute
By Peter A. Mahler on
A recent federal court decision in a high-stakes case resolved a dispute over the interpretation and application of what’s commonly called a “jerk insurance” provision in a shareholder buyout agreement. Learn more in this week’s New York Business Divorce.
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Top Ten Business Divorce Cases of 2014
New York Business Divorce proudly presents its seventh annual list of the past year’s ten most noteworthy business divorce cases, along with short summaries and links to prior posts on the featured cases. Happy New Year!
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