The death and testamentary bequests of the majority member of a family-owned LLC set the stage for a legal contest over the executor’s standing to enforce dissolution and have himself appointed as receiver to wind up the LLC’s affairs. This week’s New York Business Divorce has the story.
Continue Reading Executor of Deceased Majority Member Appointed Receiver to Wind Up LLC
Family-Owned Businesses
One Parking Lot, Two Brothers, Three Decisions
The Appellate Division, Second Department, last week decided three appeals in the same business divorce case, addressing important issues concerning claims for LLC dissolution, equitable buyout, and use of company monies for legal fees defending dissolution proceedings. This week’s New York Business Divorce has the story.
Continue Reading One Parking Lot, Two Brothers, Three Decisions
Death of a Shareholder
This week’s New York Business Divorce highlights a recent decision by Justice Richard Platkin in a case involving a fractured family-owned business where the deaths of two shareholders before and during litigation triggered a consequential change in control. …
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Court Applies 25% Marketability Discount Despite “Strong Indicators of Liquidity”
By Peter A. Mahler on
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”
A Doozy of a Discontinuance in Deadlock Dissolution Case
By Peter A. Mahler on
The death of a shareholder amidst a deadlock dissolution proceeding turns the case upside down, as explained in a decision last month by Justice Vito M. DeStefano granting the petitioner’s request to discontinue the proceeding. Check it out in this week’s New York Business Divorce. …
Continue Reading A Doozy of a Discontinuance in Deadlock Dissolution Case
Court Dissolves LLC Due to Managing Member’s “Self-Dealing and Dishonest Conduct”
By Peter A. Mahler on
Another family-owned business on the rocks takes the spotlight in this week’s New York Business Divorce featuring a recent decision by Justice Christine Sproat granting an LLC dissolution petition. …
Continue Reading Court Dissolves LLC Due to Managing Member’s “Self-Dealing and Dishonest Conduct”
LLC Agreement’s All-Purpose Purpose Clause Defeats Dissolution Petition
This week’s New York Business Divorce closes out the year with an interesting decision by Justice Timothy Driscoll dismissing a dissolution petition that followed the sale of an LLC’s sole real estate asset based on the broad purpose clause in the parties’ LLC agreement.. …
Continue Reading LLC Agreement’s All-Purpose Purpose Clause Defeats Dissolution Petition
A Classic Case of Minority Shareholder Oppression
By Peter A. Mahler on
If you’re looking for a good old-fashioned case of minority shareholder oppression, look no further than this week’s New York Business Divorce which examines Justice Richard Platkin’s recent decision in Matter of Digeser v Flach. …
Continue Reading A Classic Case of Minority Shareholder Oppression
Court Rejects Majority’s Gambit to Compel Buyback of Shares in Family-Owned Business
By Peter A. Mahler on
A 2-against-1 battle between sibling co-owners of a third-generation family business leads to an interesting decision by Justice Duane Hart concerning a disputed stock buyback, highlighted in this week’s New York Business Divorce. …
Continue Reading Court Rejects Majority’s Gambit to Compel Buyback of Shares in Family-Owned Business
Case Highlights Importance of Valuation Date in Buy-Sell Agreement
By Peter A. Mahler on
The fascinating case of Mintz v Pazer, which was reported over a year ago featuring discussion of a “Quick Draw” buy-sell agreement, makes its second appearance in this week’s New York Business Divorce, this time highlighting a pair of recent decisions by Justice David Schmidt resolving disputes over the timing of appraisals and valuation date. …
Continue Reading Case Highlights Importance of Valuation Date in Buy-Sell Agreement