Justice Elizabeth Emerson’s recent decision in Sardis v Sardis, denying a fee application under Section 626 (e) of the Business Corporation Law, is essential reading for counsel involved in shareholder derivative actions. Get the story in this week’s New York Business Divorce.
Continue Reading Finding No “Therapeutic” Benefit to Corporation, Court Denies Fee Award in Discontinued Shareholder Derivative Action
“Food Fight” Sequel Ends Badly for Ousted Sibling
This week’s New York Business Divorce revisits a family feud involving a Brooklyn-based food distributor and affiliated realty company, in which an ousted minority owner was on the short end of a series of recent decisions by Justice Sylvia Ash.
Continue Reading “Food Fight” Sequel Ends Badly for Ousted Sibling
A Pair of Unbrotherly Business Altercations Go to Trial
This week’s New York Business Divorce features a pair of post-trial decisions by Justice Timothy Dufficy in two cases — one seeking dissolution of an LLC, the other seeking to establish a de facto partnership — both of which involved contested ownership as between two sets of brothers.
Continue Reading A Pair of Unbrotherly Business Altercations Go to Trial
Has New Jersey Gone Off Its DLOM Rocker?
New Jersey’s approach to the marketability discount in statutory fair value cases has been called a “business appraiser’s nightmare.” A recent decision by a New Jersey trial court, in which it applied a 25% marketability discount to penalize a 50% owner found guilty of oppression against the other 50% owner, adds fuel to the debate. Check it out in this week’s New York Business Divorce.
Continue Reading Has New Jersey Gone Off Its DLOM Rocker?
An Oppression How-To: Revoke Employment, Profit Sharing and Control
This week’s New York Business Divorce highlights an appellate opinion affirming a lower court’s findings of grounds for dissolution in a “classic” case of minority shareholder oppression.
Continue Reading An Oppression How-To: Revoke Employment, Profit Sharing and Control
Winter Case Notes: De Facto Partnership and Other Recent Decisions of Interest
This week’s New York Business Divorce offers its annual Winter Case Notes with synopses of four recent decisions by Supreme Court Justices Elizabeth Emerson, Stephen Bucaria, and Charles Ramos in cases involving partnership, close corporation, and LLC disputes.
Continue Reading Winter Case Notes: De Facto Partnership and Other Recent Decisions of Interest
She’s a Tie-Breaker, She’s a Risk Taker
A recent decision by Justice Martin Ritholtz addresses a novel claim by one of two 50% LLC members for breach of fiduciary duty by a non-member designated by the operating agreement as tie-breaker to resolve member deadlock. It’s in this week’s New York Business Divorce.
Continue Reading She’s a Tie-Breaker, She’s a Risk Taker
Optimizing Value in a Marital Business Divorce
The double whammy of a marital divorce of spouses who also co-own a closely held business — or are deemed to co-own the business in community property states — can be avoided throtugh creative and careful business and legal planning, says Dallas attorney Ladd Hirsch in an engaging interview for the Business Divorce Roundtable podcast, highlighted in this week’s New York Business Divorce.
Continue Reading Optimizing Value in a Marital Business Divorce
Too Clever By Half? Court Permits Suit Challenging Share Increase Tied to Transfer Restrictions
Stock transfer restrictions in closely held corporations are routinely upheld by courts. So are increases in authorized shares that treat existing shareholders uniformly. But sometimes, as in the case highlighted in this week’s New York Business Divorce, the combined effect of the two may breach duties owed by controllers to the minority.
Continue Reading Too Clever By Half? Court Permits Suit Challenging Share Increase Tied to Transfer Restrictions
Conflict in the Family-Owned Business: Interview With Professor Benjamin Means
Business divorce on steroids. That’s how I describe the tenor of litigation that can erupt when members of a family-owned business have a falling out.
No one has devoted more scholarship to the challenging intersection of law and conflict in the family-owned business than Benjamin Means, Associate Professor of Law at the University of South Carolina School of Law.
Longtime readers of this blog may recall a two-part online interview of Ben that I posted a few years ago (read here and here), in which he answered a series of questions about his groundbreaking law review article entitled Non-Market Values in the Family Business. The article uses social science and expansive notions of contractual relations in advocating for courts to give greater weight to what he calls “family values” in adjudicating corporate dissolution and other disputes among shareholder-members of the same family.
Continue Reading Conflict in the Family-Owned Business: Interview With Professor Benjamin Means