Last week’s decision by the Appellate Division, First Department, in Pokoik v. Pokoik appears to be the first appellate ruling applying the safe-harbor provision in Section 409 of New York’s LLC Law governing duties of managers. Learn more about this important development in this week’s New York Business Divorce.
Continue Reading Appellate Court Rejects LLC Manager’s Safe-Harbor Defense, Finds Breach of Fiduciary Duty
Family-Owned Businesses
Court Limits Scope of Release, Denies Advancement of Defense Costs in Sibling “Food Fight”
A noteworthy decision last week by Justice Carolyn Demarest is featured in this week’s New York Business Divorce. The case, involving a fight between sibling co-owners of a food distributor and a separate realty company, addresses important issues concerning the scope of a general release and LLC members’ right to advancement of legal defense costs. …
Continue Reading Court Limits Scope of Release, Denies Advancement of Defense Costs in Sibling “Food Fight”
Voting Agreement Triggers Fight for Control of Family-Owned Publishing House
By Peter A. Mahler on
Kensington Publishing Corp., known for its bodice-ripper romance novels, is the subject of a somewhat drier but — for business divorce practitioners — no less intriguing court decision earlier this month by Justice Eileen Bransten in a control dispute between family members over a voting agreement. Catch it in this week’s New York Business Divorce.
Continue Reading Voting Agreement Triggers Fight for Control of Family-Owned Publishing House
Arms-Length Sale of Corporation’s Assets Establishes Value in Stock Appraisal Proceeding
By Peter A. Mahler on
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
How Much is That Pastrami in the Window? Court Determines Fair Value of Kosher Deli
By Peter A. Mahler on
Pastrami, corned beef, and valuation were on the menu in Ruggiero v. Ruggiero, decided last month by Justice Emily Pines in a case pitting the widow of one brother against the surviving brother in a contested buy-out of shares in a kosher deli business. This week’s New York Business Divorce highlights the court’s discussion of the conflicting expert business appraisals.
Continue Reading How Much is That Pastrami in the Window? Court Determines Fair Value of Kosher Deli
Summer Shorts: The Excluded LLC Member and Other Decisions of Interest
This week’s New York Business Divorce offers some “summer shorts” consisting of summaries of three recent decisions of interest by Justices Orin Kitzes, Stephen Bucaria and Ellen Coin featuring involving exclusion of a minority LLC member seeking dissolution, a request for injunctive relief pending the trial of a corporate dissolution case, and a cmplaint seeking profit share following the revocation of an LLC membership purchase agreement.
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A Judge’s Wise Words on Disputes in Family-Owned Businesses
By Peter A. Mahler on
Posted in Family-Owned Businesses, Settlement
Continuing its spotlight on disputes in the family-owned business, this week’s New York Business Divorce features insightful remarks on the subject by Justice Alan D. Scheinkman of the Westchester Commercial Division following the settlement of a case I handled before him.
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Interview with Law Professor Benjamin Means on Conflict in Family-Owned Businesses: Part Two
By Peter A. Mahler on
Posted in Family-Owned Businesses, Interviews
This week’s New York Business Divorce continues with Part Two of my interview with law professor and legal scholar Benjamin Means whose latest article applies legal and social science theories to the special problems afflicting the family owned business.
Continue Reading Interview with Law Professor Benjamin Means on Conflict in Family-Owned Businesses: Part Two
Interview with Law Professor Benjamin Means on Conflict in Family-Owned Businesses: Part One
By Peter A. Mahler on
Posted in Family-Owned Businesses, Interviews
This week’s New York Business Divorce features Part One of a two-part online interview with law professor Benjamin Means, who has written a number of scholarly articles on shareholder oppression, and whose most recent article, called Non-Market Values in Family Businesses, applies Ben’s critical analysis to the special considerations attendant to oppression actions and conflict resolution within family-owned businesses. You won’t want to miss it! …
Continue Reading Interview with Law Professor Benjamin Means on Conflict in Family-Owned Businesses: Part One
Appellate Court Resolves Disputes Over Valuation and Capital Accounts in Partnership Dissolution Case
By Peter A. Mahler on
When a partnership is wrongfully dissolved and then continued by one of the partners, are the departing partners entitled to be paid fair market value or book value for their interests? That was just one of several interesting issues decided by an appellate panel last month in Quick v. Quick, which gets the not-so-quick treatment in this week’s New York Business Divorce.
Continue Reading Appellate Court Resolves Disputes Over Valuation and Capital Accounts in Partnership Dissolution Case