A rudimentary, “de facto” operating agreement with a cryptic withdrawal/buyout provision predictably set the stage for a unique valuation contest in the Delaware case highlighted in this week’s New York Business Divorce.
Continue Reading Half-Baked LLC Agreement Yields Improvised Valuation Decision
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
This week’s New York Business Divorce examines an interesting appellate ruling from Colorado denying enforcement of a non-compete against a shareholder-employee of a medical practice who dissented from a merger and demanded payment for the fair value of his shares.
Continue Reading You Dissented From a Merger. Are You Bound by Your Non-Compete?
In less than a decade the LLC “equitable buyout” doctrine went from non-existent to settled law in New York. How did it happen? What happens next? Read on in this week’s New York Business Divorce.
Continue Reading The LLC Equitable Buyout: Past, Present, Future
Business Divorce Stories is the title of the latest episode of the Business Divorce Roundtable podcast highlighted in this week’s post, featuring short interviews with business appraiser Tony Cotrupe and attorney Jeffrey Eilender sharing their first-hand accounts of business divorce cases involving break-ups of two businesses, each co-owned by a pair of brothers.
Continue Reading Business Divorce Stories: Podcast Interviews with Business Appraiser Tony Cotrupe and Attorney Jeffrey Eilender
This 7th annual edition of Summer Shorts presents brief commentary on three must-read decisions in business divorce cases involving the use of special litigation committees in derivative actions by LLC members; dissolution of a family-owned real estate holding corporation and LLC; and a Delaware case in which Chancery Court ordered dissolution of a deadlocked LLC co-owned by celebrity chef Gordon Ramsay.
Continue Reading Summer Shorts: Three Must-Read Decisions
Does an appellate ruling last week represent a change in the law concerning whether individual shareholders or the corporation or both can be compelled to purchase the shares of an oppressed minority stockholder? Find out in this week’s New York Business Divorce.
Continue Reading Who Pays When the Court Compels a Buy-Out?
This week’s New York Business Divorce highlights a trio of recent decisions involving LLC disputes concerning the membership rights of the estate of a deceased member, the intended purpose of the LLC as the basis for a dissolution claim, and the power to expel a member.
Continue Reading LLC Case Notes: Member Expulsion, Withdrawal, and LLC Purpose