Dissenting Shareholder Appraisal

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In the 25 or so years since New York adopted its Revised Uniform Limited Partnership Act, last month’s trial court decision in Levine v. Seven Pines Associates, L.P. may be the first to address issues attendant to a post-merger, dissenting limited partner appraisal proceeding. It’s featured in this week’s New York Business Divorce.
Continue Reading Decision in Dissenting Limited Partner Case Directs Fair Value Hearing, Grants Discovery

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!
Continue Reading Top Ten Business Divorce Cases of 2014

The statute governing LLC mergers requires a member vote at a meeting to be held on at least 20 days notice. In Slayton v. Highline Stages, LLC, the majority members used written consents in lieu of a meeting to approve a freeze-out merger, which the frozen-out minority member challenged. Did she succeed? Find out in this week’s New York Business Divorce. …
Continue Reading No Meeting, No Vote Required for LLC’s Freeze-Out Merger Approved by Majority’s Written Consents

This week’s New York Business Divorce presents the first of a two-part examination of Justice Shirley Kornreich’s must-read decision in Zelouf International v. Zelouf, a dissenting shareholder appraisal proceeding in which the court rejected application of a marketability discount. …
Continue Reading Zelouf (Part One): Marketability Discount Rejected in Fair Value Proceeding

In Matter of Banani, decided last month by Justice Stephen Bucaria, the petitioner in a dissenting shareholder appraisal proceeding asked the court to accept as conclusive evidence of the company’s value the price received in a sale of substantially all the company’s assets. Find out if the court granted the request in this week’s New York Business Divorce. …
Continue Reading Arms-Length Sale of Corporation’s Assets Establishes Value in Stock Appraisal Proceeding

A shareholder’s derivative action alleging misappropriation and waste by the controlling shareholders, filed in 2009, was scheduled for trial earlier this month. About three weeks before trial, the controlling shareholders initiated a freeze-out merger for the specific purpose of defeating the suing shareholder’s standing to maintain the action. Did it work? Find out in this week’s New York Business Divorce.
Continue Reading Court Permits Freeze-Out Merger on Eve of Trial of Shareholder Derivative Action

This week’s New York Business Divorce looks at two recent decisions by appellate courts in New York and Massachusetts in which dissident shareholder/directors sought access to the other directors’ communications with corporate counsel. Did they succeed? Read on to find out. …
Continue Reading Can “Adverse” Shareholder/Director Access Privileged Communications With Corporate Counsel?

The historic Bulova watchcase factory in picturesque Sag Harbor, NY, is the focus of a legal battle between co-developers that led to a decision earlier this month upholding a merger that left one of the developers in the cold, holding a check for $465.60 for its interest. Read more in this week’s New York Business Divorce. …
Continue Reading Too Late Gets Too Little: LLC Minority Member Fails to Block Merger, Must Accept $465 Buy-Out

Freeze-out mergers are well known in the corporate venue, but did you know they can also be used for limited liability companies, and that they can trigger appraisal rights? This week’s New York Business Divorce examines a decision by Manhattan Commercial Division Justice Charles Ramos in a rare lawsuit prompted by an LLC freeze-out merger.
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Continue Reading Freeze-Out Merger and the Limited Liability Company

A decision earlier this month by Manhattan Commercial Division Justice Bernard Fried in Barasch v. Williams Real Estate Co. analyzes dissenting shareholder appraisal rights in a complex corporate reorganization that resulted in a new majority owner of a major real estate brokerage firm. This week’s New York Business Divorce has the story.
DON’T MISS TOMORROW MORNING’S CLE PROGRAM AT THE LONG ISLAND MARRIOTT ON DRAFTING ORGANIZATIONAL DOCUMENTS FOR LIMITED LIABILITY COMPANIES, AT WHICH I’LL BE PRESENTING ON “LESSONS FROM THE LITIGATION TRENCHES”. FOR MORE INFORMATION, SEE TODAY’S POSTING OR CALL 1-800-582-2452.
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Continue Reading Corporate Reorganization to Bring in New Majority Owner Triggers Dissenting Shareholder Appraisal Rights