Dissenting Shareholder Appraisal

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In this week’s New York Business Divorce, read about a brand new decision considering the correct interpretation of a rarely-litigated statute: Section 1006 of the Limited Liability Company Law authorizing partnership to LLC conversions. The decision provides transactional lawyers useful guidance to structure such a reorganization to potentially avoid a limited partner’s right to dissent from the transaction and seek fair value in an appraisal proceeding.
Continue Reading A Fresh Take on Partnership to LLC Conversions

Former timeshare owners of the iconic Gurney’s Inn in Montauk, New York, who dissented from a cash-out merger suffered a reversal of fortune when, earlier this month, the Appellate Division, First Department, reversed the trial court’s determination of the fair value of their shares, finding that their appraiser’s evaluation of the resort property was “highly inflated.” Get the full story in this week’s New York Business Divorce.
Continue Reading Dissenting Shareholders’ Challenge to Appraisal of Famed East End Resort Hits Dead End

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

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.
Continue Reading Basics of Valuation Proceedings – Litigating an Appraisal from Start to Finish – Part 2

In this week’s New York Business Divorce – the first in a three-part series about the statutory triggers, legal rules, and accounting principles of business valuation proceedings – learn about the routes business owners can take to an appraisal proceeding.
Continue Reading Basics of Valuation Proceedings – Litigating an Appraisal from Start to Finish – Part 1

In this week’s New York Business Divorce, we salute recently-retired Commercial Division Justice Shirley Werner Kornreich with a collection of some of her most noteworthy decisions in the area of business ownership disputes.
Continue Reading A Trip Down Business Divorce Lane with Recently Retired Justice Shirley Werner Kornreich

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?

Should courts apply a marketability discount in determining the fair value of interests in realty holding companies? In downstate New York, the answer may vary depending on whether the court lies within the First or Second Departments of the Appellate Division. This week’s New York Business Divorce has the story. …
Continue Reading A River’s Divide: Time for the Manhattan and Brooklyn Appellate Courts to Agree on Marketability Discount in Fair Value Proceedings