A new First Department decision proves once again that no one can agree on the Discount for Lack of Marketability.
Continue Reading The Valuation Discount That No One Can Agree On, Still
Commentary on Dissolution and Other Disputes Among Co-Owners of Closely Held Business Entities
A new First Department decision proves once again that no one can agree on the Discount for Lack of Marketability.…
Continue Reading The Valuation Discount That No One Can Agree On, Still
How exclusive is the “exclusive” fair value appraisal remedy of Business Corporation Law § 623? So exclusive, according to the Second Department, that the statute bars a shareholder who consented to an asset sale from suing the other shareholder for making off with the sale proceeds after the closing. Let’s unpack this harsh result in this week’s New York Business Divorce.…
Continue Reading Seller Beware: The “Exclusive” Fair Value Appraisal Remedy Really is Exclusive
Business appraiser liability? A minority owner of an LLC recently took a run at it, alleging that a valuation firm conspired with the majority owners to undervalue his interest for a compelled buyout under the operating agreement. Learn how the court handled this novel issue in this week’s New York Business Divorce.…
Continue Reading Business Appraiser Liability? That’s a New One.
Under traditional principles of business valuation, courts are generally expected to eschew metrics post-dating the valuation date. But often, litigants hoping to either increase or decrease an entity’s valuation ask courts to consider post-valuation date events or financial performance as affirmatory or disaffirmatory of financial projections or assumptions made before or as of the valuation date. Sometimes, litigants succeed in that endeavor. Read about a recent example in this week’s New York Business Divorce.
Continue Reading Can Post-Valuation Date Historical Performance Trump Pre-Valuation Date Financial Projections?
While there is tremendous diversity from state to state when it comes to statutory and judge-made law in business divorce cases, business valuation principles are—with a few notable exceptions—far more homogenous. So it makes sense to occasionally venture beyond New York’s borders to see how other courts and experts are addressing the business valuation questions that New York-based business divorces often encounter.
This week’s post looks at several recent decisions across the country concerning valuation principles and discounts. While each case features different applicable rules and agreements, our New York readers would be wise to note the persuasive power of these cases, especially given the sometimes-thin body of New York caselaw on business valuation issues.Continue Reading Cross-Country Valuation Check-Up: Discounts, Buy-Sell Agreements, and Ambiguity Potholes
A law firm with high-upside contingency-fee cases that accepted payment in cryptocurrency tokens might be one of the most difficult companies to value. This week’s post explores a recent SDNY decision on such a company.
Continue Reading When Law Firms Break Bad: The Valuation Battle Over Contingency Fees and Crypto Tokens
This week’s post unpacks the fatal flaws in a mostly-precluded discounted cash flow calculation in a New York appraisal proceeding.
Continue Reading Your Business Appraiser Relied on What!? Lessons from a Mostly-Decided Motion to Preclude
On the menu for this week’s New York Business Divorce: five noteworthy business divorce cases from five different states. …
Continue Reading Crossing the Hudson: Recent Business Divorce Decisions from Yonder States