A corporation and a dissident shareholder enter into agreement where the dissident shareholder agrees to receive regular payments in exchange for staying away from the Company’s business. What happens when the outspoken shareholder dies? In Stile v C-Air Customhouse Brokers-Forwards, Inc., Index No. 656575/2020 [Sup Ct, New York County 2021], the New York County Supreme Court declined to dismiss a suit by the estate of a shareholder subject to a stay away settlement agreement on the grounds that the stay away obligations did not expressly apply to the shareholder’s successors.
Continue Reading Stay Away Settlement Between Closely-Held Corporation and Dissident Shareholder Goes Away Upon Shareholder’s Death

A recent ruling by Justice Timothy Driscoll in De Well Shipping Container Corp. v. Guo highlights the uncertainties and perils when clients, without their lawyers present, negotiate and sign an informal agreement settling a shareholder dispute with a buy-out. Read about it in this week’s New York Business Divorce.
Continue Reading Trouble Looms When Clients Negotiate Their Own Shareholder Buy-Out Settlement Agreements

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.
Continue Reading A Judge’s Wise Words on Disputes in Family-Owned Businesses

In corporate dissolution cases, sometimes the pressure to get the deal done can lead to an impromptu buy-out settlement agreement being made in court and read into the record, without adequate consideration of the complexities and pitfalls involved in the transfer of shares and the consequences of default. A recent decision by Justice Darrell Gavrin in Matter of D’Angelo, highlighted in this week’s New York Business Divorce, provides a good example of the things that can go wrong.
Continue Reading The Perils of Impromptu Buy-Out Settlement Agreements

Tax analysis is a critical part of the business divorce attorney’s job when it comes to fashioning a shareholder buy-out agreement that, among other things, protects the selling shareholder from personal income tax liability on non-distributed or “phantom” net income that later may show up on the shareholder’s Schedule K-1. This week’s New York Business Divorce looks at a recent decision by Manhattan Supreme Court Justice Judith Gische in a fight over the tax consequences of a buy-out settlement of a corporate dissolution.

Continue Reading Beware Taxes on Phantom Income When Entering Into Shareholder Buy-Out Agreement