For the second week in a row, New York Business Divorce examines the always controversial discount for lack of marketability in fair value contests, this time focusing on a recent New Jersey appellate decision applying a 25% DLOM despite strong evidence of liquidity.
Continue Reading Court Applies 25% Marketability Discount Despite “Strong Indicators of Liquidity”
Compulsory Buyout
Dissociated LLC Member Faces “Equitable” Forced Buy-Out
By Peter A. Mahler on
Equity jurisprudence cozies up to LLCs in the appellate ruling highlighted in this week’s New York Business Divorce involving the forced sale of a dissociated member’s interest. …
Continue Reading Dissociated LLC Member Faces “Equitable” Forced Buy-Out
Involuntary Member Dissociation Under RULLCA
By Peter A. Mahler on
In states that have enacted the Revised Uniform LLC Act, courts can expel or “dissociate” a member on specified grounds including the member’s conduct that makes it no longer reasonably practicable to carry on the LLC’s activities with that person as a member. In this week’s New York Business Divorce, read about a recent New Jersey appellate decision applying that state’s version of the dissociation statute. …
Continue Reading Involuntary Member Dissociation Under RULLCA
First a Judicial Nudge, Then a Push to the Buy-Out in Shareholder Dispute
By Peter A. Mahler on
Posted in Buyout, Compulsory Buyout
A noteworthy decision by Justice Stephen A. Bucaria in Carrillos v Gomez, in which he ordered a shareholder buy-out at fair value in the absence of a dissolution petition, is featured in this week’s New York Business Divorce. …
Continue Reading First a Judicial Nudge, Then a Push to the Buy-Out in Shareholder Dispute
The Hidden Cost of a Devalued Buyback Upon Termination for Cause
By Peter A. Mahler on
Agreements providing for compulsory buyouts upon termination of a minority shareholder’s employment can be a good thing. Complications or sometimes litigation sets in, however, when termination for cause is linked to a devalued buyout formula, as illustrated in the case highlighted in this week’s New York Business Divorce.
Continue Reading The Hidden Cost of a Devalued Buyback Upon Termination for Cause
Court-Ordered LLC Buy-Outs: What’s the Valuation Date?
By Peter A. Mahler on
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? …
Continue Reading Court-Ordered LLC Buy-Outs: What’s the Valuation Date?
Round-Up of Recent Business Divorce Cases From Across the Country
By Peter A. Mahler on
Take a trip across the country with this week’s New York Business Divorce, as it examines five appellate decisions last year by courts outside New York in business divorce cases. …
Continue Reading Round-Up of Recent Business Divorce Cases From Across the Country
Restaurant’s Cash-Skimming Majority Owners Forced to Buy Out Minority Shareholder or Face Dissolution
On the heels of the Zelouf and AriZona Iced Tea cases, this week’s New York Business Divorce highlights yet another interesting fair value contest, decided by Justice Carolyn Demarest, involving a battle of forensic accounting and valuation experts over the alleged skimming of millions in cash receipts at a restaurant. …
Continue Reading Restaurant’s Cash-Skimming Majority Owners Forced to Buy Out Minority Shareholder or Face Dissolution
Hot Topics in Business Divorce
Hot topics in business divorce is the topic of this week’s New York Business Divorce. Equitable buy-out in LLC dissolution cases, fiduciary waiver, and dissolution of foreign entities are just some of the current issues highlighted. …
Continue Reading Hot Topics in Business Divorce
Stockholder Fired, Forced to Sell Shares After Felony Conviction
By Peter A. Mahler on
An unusual set of facts, involving the termination of a shareholder’s employment following his criminal conviction, set the stage for last week’s appellate ruling requiring the redemption of his shares notwithstanding the company’s noncompliance with certain time limitations governing the exercise of its purchase option. Get the full story in this week’s New York Business Divorce. …
Continue Reading Stockholder Fired, Forced to Sell Shares After Felony Conviction