If you’re a business appraisal aficionado, you won’t want to miss this week’s New York Business Divorce featuring two recent decisions by the Delaware Chancery Court involving fair value and insolvency determinations.
Continue Reading Delaware Chancery Court Rulings Address Valuation and Insolvency Disputes

This week’s New York Business Divorce offers its annual Winter Case Notes with synopses of five recent decisions in business divorce cases involving LLC dissolution, cash-out merger, LLC member expulsion, and more. …
Continue Reading Winter Case Notes: LLC Deadlock and Other Recent Decisions of Interest

It’s better to burn out than to fade away. But what happens when death converts an LLC interest from full membership rights to mere assignee status? Read on in this week’s New York Business Divorce.
Continue Reading Delaware Contractarian Principles Prevail in Appeal Over Deceased Ace Hotel Founder’s LLC Interest

Should courts apply a marketability discount in determining the fair value of interests in realty holding companies? In downstate New York, the answer may vary depending on whether the court lies within the First or Second Departments of the Appellate Division. This week’s New York Business Divorce has the story. …
Continue Reading A River’s Divide: Time for the Manhattan and Brooklyn Appellate Courts to Agree on Marketability Discount in Fair Value Proceedings

The Appellate Division, Second Department last week decided a trio of appeals in related cases concerning the consequences of an LLC member’s withdrawal, holding that the member was not entitled to a fair-value buyout and that upon withdrawal he lost standing to maintain derivative claims. Read all about it in this week’s New York Business Divorce. …
Continue Reading Operating Agreement Defeats Statutory Buyout Rights Upon LLC Member’s Withdrawal

In a rare dissolution decision from the New York Surrogate’s Court – a court for the affairs of the deceased – the court declines to kill off a clothing business based upon a claim of oppression brought by the estate of the former minority shareholder. Read about it in this week’s New York Business Divorce.
Continue Reading Surrogate’s Court Declines to Order Demise of Fashion Business

Professor Daniel Kleinberger’s article, The Plight of the Bare Naked Assignee, is the springboard for this week’s post about whether assignees of an LLC membership interest should have a right inspect LLC records. It’s in this week’s New York Business Divorce.
Continue Reading Can the Bare Naked Assignee Demand Access to LLC Records?

The much-neglected surcharge provision in corporate dissolution litigation is looking even less attractive after a trial court’s decision earlier this month, limiting its application to buy-out proceedings. Learn more in this week’s New York Business Divorce.
Continue Reading The (Even More) Elusive Surcharge in Dissolution Proceedings