Valuation

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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

New York’s ancient and outmoded Partnership Law continues to generate litigation almost 100 years after its adoption. A case in point, featured in this week’s New York Business Divorce, is Breidbart v. Wiesenthal, decided earlier this month by the Appellate Division, Second Department, addressing the question whether post-dissolution gain on the sale of realty is included in “profits” under Partnership Law Section 73, applicable when valuing the interest of a deceased or retired partner. …
Continue Reading (I Can’t Get No) Appreciation: Valuing a Deceased Partner’s Interest When the Business Continues

Whatever doubts you may have had about the perils of using fixed-pricing in shareholder buy-sell agreements likely will be dispelled when you read this week’s New York Business Divorce highlighting a recent decision by the Appellate Division, Fourth Department, in Sullivan v. Troser Management, Inc.
Continue Reading Missing Certificate of Value Spawns Decade-Long Lawsuit Over Buy-Sell Agreement

An important decision last week by the Appellate Division, First Department, in Giaimo v. Vitale directed the application of stock valuation discounts for lack of marketability and built-in gains taxes in a case involving closely held, subchapter C real estate holding corporations. It’s must reading for business appraisers and business divorce lawyers, in this week’s New York Business Divorce. …
Continue Reading Appellate Court Directs 16% Marketability Discount in Fair Value Buy-Out of Realty Companies, Affirms Discount for Future Built-In Gains Tax at Present Value

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

This week’s New York Business Divorce examines a recent decision by Justice Carolyn E. Demarest in Pisane v. Feig, where the court confirmed an arbitration award stemming from a petition for judicial dissolution of several affiliated companies, in which the arbitrator decided which of the two parties was entitled to buy out the other, and at what price.
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Continue Reading Arbitration Award in Stock Buy-Out Dispute Withstands Challenge

In the second of two posts on the recent post-trial decision in Chiu v. Chiu, involving the disputed ownership of a single-asset real estate holding company, this week’s New York Business Divorce focuses on the court’s rejection of a discount for lack of marketability in determining the fair value of the withdrawing member’s 10% interest.
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Continue Reading Court Rejects Marketability Discount in LLC Fair Value Case

In an unusual corporate dissolution case involving 50/50 shareholders decided last month by Justice Emily Pines, the court compelled a buyout of the petitioner’s shares by the other shareholder notwithstanding the latter’s consent to dissolution. Get the full story in this week’s New York Business Divorce.
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Continue Reading Court Compels Buyout Despite Consent to Dissolution

A recent decision by Queens County Commercial Division Justice Orin Kitzes in Matter of Adelstein illustrates the crucial role of forensic accounting in testing and adjusting a company’s financial statements for purposes of stock valuation in an oppressed minority shareholder case. Read more in this week’s New York Business Divorce.
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Continue Reading Forensic Accounting Helps Wins the Day in Oppressed Shareholder Stock Valuation Proceeding

An appellate ruling last month in DeMatteo v. DeMatteo Salvage Co. brings to a close the cautionary tale of an 8-year court battle among members of a family-owned business over the enforcement of a poorly designed buy-sell agreement. It’s in this week’s New York Business Divorce.
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Continue Reading An Ill-Fated Solution to an Ill-Fated Buy-Sell Agreement