Justice Alan Scheinkman’s highly detailed, 33-page decision last week in Verghetta v Lawlor, valuing a minority interest in two LLCs that own and operate Planet Fitness health clubs, is must reading for lawyers and business appraisers who handle fair value contests. Learn more in this week’s New York Business Divorce.
Continue Reading Threading the Fair-Value Needle: Court Finds Major Flaws in Both Sides’ Appraisals in Arriving at Its Own Value

The Revised Uniform LLC Act or “RULLCA” has been adopted by a growing number of states. This week’s New York Business Divorce highlights RULLCA’s overlapping dissolution and dissociation provisions as recently construed by one appellate court.
Continue Reading Choose Carefully: Dissolution vs. Dissociation Under RULLCA

A longstanding inter-departmental rift was healed last week when the Appellate Division, First Department, issued a decision disavowing one of its own precedents and aligning itself with Second and Third Department decisions holding that New York courts lack jurisdiction to order dissolution of foreign business entities. Read about this important ruling in this week’s New York Business Divorce. …
Continue Reading A Split No More: First Department Agrees, No Subject Matter Jurisdiction to Dissolve Foreign Business Entities

New York Business Divorce this week inaugurates Winter Case Notes, offering synopses of three recent decisions by Supreme Court Justices Richard Platkin, Stephen Bucaria, and Cynthia Kern in cases involving the removal of an LLC manager and other issues of interest to business divorce professionals.
Continue Reading Winter Case Notes: LLC Manager Removal and Other Recent Decisions of Interest

This week’s New York Business Divorce highlights a recent decision by Justice Richard Platkin in a case involving a fractured family-owned business where the deaths of two shareholders before and during litigation triggered a consequential change in control. …
Continue Reading Death of a Shareholder

For the second week in a row, New York Business Divorce examines the always controversial discount for lack of marketability in fair value contests, this time focusing on a recent New Jersey appellate decision applying a 25% DLOM despite strong evidence of liquidity. …
Continue Reading Court Applies 25% Marketability Discount Despite “Strong Indicators of Liquidity”

The death of a shareholder amidst a deadlock dissolution proceeding turns the case upside down, as explained in a decision last month by Justice Vito M. DeStefano granting the petitioner’s request to discontinue the proceeding. Check it out in this week’s New York Business Divorce. …
Continue Reading A Doozy of a Discontinuance in Deadlock Dissolution Case

Another family-owned business on the rocks takes the spotlight in this week’s New York Business Divorce featuring a recent decision by Justice Christine Sproat granting an LLC dissolution petition. …
Continue Reading Court Dissolves LLC Due to Managing Member’s “Self-Dealing and Dishonest Conduct”