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.
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Family-Owned Businesses
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. …
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Court Denies Mandatory Injunctive Relief in Battle for Control of Family Business
By Peter A. Mahler on
The intensely personal dynamic of a family business divorce can lead to a multitude of applications to the court for interim relief in an effort to gain the higher ground financially and psychologically. This week’s New York Business Divorce highlights a case in which Justice Emily Pines addressed dueling motions by step-siblings for interim, mandatory injunctions in a battle for control of their late father’s auto dealerships.
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Appellate Court Upholds 0% Marketability Discount in LLC Fair Value Case
By Peter A. Mahler on
Posted in Accountants/Experts, Buyout, Family-Owned Businesses, LLCs, Valuation, Valuation Discounts
A Brooklyn appellate panel last week provided more fodder for the DLOM debate that’s been in the legal news of late, upholding a 0% DLOM in a fair value appraisal of a membership interest in a real estate holding company. It’s featured in this week’s New York Business Divorce.
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Court’s Rejection of Marketability Discount in Zelouf Case Guided by Fairness, Not “Formalistic and Buzzwordy Principles”
By Peter A. Mahler on
Posted in Family-Owned Businesses, Valuation Discounts
The Zelouf case returns to the spotlight in this week’s New York Business Divorce, occasioned by Justice Shirley Kornreich’s decision last month denying a motion to reargue the court’s refusal to apply a marketability discount in valuing the shares of a dissenting minority shareholder of a family-owned business.
Continue Reading Court’s Rejection of Marketability Discount in Zelouf Case Guided by Fairness, Not “Formalistic and Buzzwordy Principles”
Zelouf (Part One): Marketability Discount Rejected in Fair Value Proceeding
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. …
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Death of an LLC Member
By Peter A. Mahler on
In a noteworthy decision last month, Justice Orin Kitzes ruled that the executor of a deceased LLC member’s estate lacked standing to assert derivative claims against the LLC’s managers. Find out why, in this week’s New York Business Divorce. …
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Court Resolves Trio of Issues in Battling Brothers’ Buy-Out
By Peter A. Mahler on
Two brothers battle it out in a series of disputes over the exercise of a realty partnership buy-out option, resulting in a trio of court decisions by Justice Stephen Bucaria in Abatemarco v Abatemarco, highlighted in this week’s New York Business Divorce.
Continue Reading Court Resolves Trio of Issues in Battling Brothers’ Buy-Out
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