Compulsory Buyout

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In this week’s New York Business Divorce, read about several strands of case law employing different language to express the same concept: a closely-held business interest transfer restriction or buy-sell agreement that would impose a “forfeiture,” cause the interest to become “void,” result in “annihilation of property,” or “bestow a windfall” upon a co-owner, is unenforceable as against public policy.
Continue Reading Stock Transfer Restrictions and “Annihilation of Property”

In a case featuring your authors as counsel for the prevailing parties, NY County Commercial Division Justice Robert Reed enforces the buy-sell provision of a corporation’s shareholders agreement triggered by the shareholders’ petition for dissolution. …
Continue Reading Look Before You Leap: Buy-Sell Agreements Triggered by a Petition for Dissolution

This week’s New York Business Divorce examines a recently decided case granting a petition for “equitable dissolution” by means of a forced buy-out of the respondent 50% shareholders of the close corporation that owns the famous Delmonico’s steak house in downtown Manhattan.
Continue Reading On the Menu: Steak and Equitable Dissolution

It’s no match for Jarndyce v. Jarndyce, but 15 years is some sort of record for litigating the breakup of a single-asset real estate partnership during which one of the partners died, triggering the other’s option to purchase under a fixed-price formula. Read about it in this week’s New York Business Divorce.
Continue Reading A Partnership Dissolution in Three Acts Over Fifteen Years and Counting

Can an LLC member with a put option–the right to sell his interest back to the LLC–exercise that option when doing so will render the LLC insolvent? This week’s New York Business Divorce post highlights a recent decision by Justice Masley of the New York County Commercial Division considering this issue. …
Continue Reading Departing LLC Members: Exercise Your Put Option Before Insolvency Approaches

The sale of a family-owned business triggers a dissolution petition over the contested disposition of the sale proceeds, leading to a noteworthy decision earlier this month by Justice Richard M. Platkin. Get the story in this week’s New York Business Divorce.
Continue Reading Siblings Battle Over Spoils from Sale of Family-Owned Business

You won’t want to miss this week’s New York Business Divorce featuring a recent decision in which the court found minority shareholder oppression based on “disrespectful and unfairly disproportionate treatment of a female shareholder by the male majority in a closely held corporation.”…
Continue Reading Minority Shareholder Oppression in the #MeToo Era

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

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.
Continue Reading Basics of Valuation Proceedings – Litigating an Appraisal from Start to Finish – Part 3