This week’s New York Business Divorce previews and links to the latest podcast episode of the Business Divorce Roundtable featuring an interview with business appraiser Greg Barber following publication of his intriguing article in the NY State Bar Association Journal on the hot topic of marketability discounts in statutory fair-value proceedings.
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Another Frozen-Out Minority LLC Member’s Petition for Dissolution Bites the . . . Sushi?
By Peter A. Mahler on
Brooklyn’s newest Commercial Division Justice, Sylvia G. Ash, last month handed down an interesting decision denying a petition for judicial dissolution of an LLC brought by a 25% member alleging freeze-out. Catch up with the latest developments in this week’s New York Business Divorce.
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She’s a Tie-Breaker, She’s a Risk Taker
By Peter A. Mahler on
A recent decision by Justice Martin Ritholtz addresses a novel claim by one of two 50% LLC members for breach of fiduciary duty by a non-member designated by the operating agreement as tie-breaker to resolve member deadlock. It’s in this week’s New York Business Divorce.
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Court Finds No Breach of Operating Agreement, No Basis to Enjoin LLC Freeze-Out Merger
By Peter A. Mahler on
The LLC freeze-out merger has been referred to by one scholar as “hidden statutory expulsion.” In a decision last month featured in this week’s New York Business Divorce, Manhattan Commercial Division Justice Charles Ramos refused to enjoin a freeze-out merger challenged by minority members of an LLC who claimed that it violated the LLC’s operating agreement.
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Courts Expand Books and Records Access for Condo Owners
By Peter A. Mahler on
Posted in Access to Books and Records, Co-ops and Condos
Do unit holders in condominiums, organized as unincorporated associations, have the right to inspect books and records maintained by the condo’s board of managers? Find out in this week’s New York Business Divorce which highlights a number of recent court decisions on the subject.
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Optimizing Value in a Marital Business Divorce
By Peter A. Mahler on
The double whammy of a marital divorce of spouses who also co-own a closely held business — or are deemed to co-own the business in community property states — can be avoided throtugh creative and careful business and legal planning, says Dallas attorney Ladd Hirsch in an engaging interview for the Business Divorce Roundtable podcast, highlighted in this week’s New York Business Divorce.
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Too Clever By Half? Court Permits Suit Challenging Share Increase Tied to Transfer Restrictions
By Peter A. Mahler on
Stock transfer restrictions in closely held corporations are routinely upheld by courts. So are increases in authorized shares that treat existing shareholders uniformly. But sometimes, as in the case highlighted in this week’s New York Business Divorce, the combined effect of the two may breach duties owed by controllers to the minority. …
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Once Opened, The Door to Judicial Dissolution and Buy-Out Is Hard to Close
By Peter A. Mahler on
The lesson of the case highlighted in this week’s New York Business Divorce is simple: Don’t file for dissolution under the shareholder oppression and looting statute unless you’re prepared for the opposing shareholders to elect to purchase your shares for fair value, because you may not be able to walk it back.
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Ruling Upholds Shareholder’s Right to Inspect Subsidiary’s Books and Records
By Peter A. Mahler on
Posted in Access to Books and Records
In a decision of apparent first impression in New York, an appellate panel last week upheld the common-law right of a shareholder to inspect the books and records of the corporation’s wholly-owned subsidiary. Get the full story in this week’s New York Business Divorce.
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The Elusive Surcharge in Dissolution Proceedings
By Peter A. Mahler on
New York’s statutes authorizing a judicial dissolution petition by oppressed minority shareholders, and granting respondents a corresponding right to elect to purchase the petitioner’s shares, include a provision for a “surcharge” upon controlling shareholders for wrongful dissipation or transfer of corporate assets. It’s a rarely litigated provision, as evidenced by a court decision last month which may be the first ever reported case in which a surcharge claim was upheld. Learn more in this week’s New York Business Divorce. …
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