In a prior, reported decision involving Company A, the judge applied a 25% marketability discount. Can that decision be used to support a 25% discount in valuing unrelated Company B? Get the answer in this week’s New York Business Divorce. …
Continue Reading Should Business Appraisers Rely on Case Precedent for Discounts?

Equitable dissolution of LLCs may not sound familiar to business divorce mavens, but that could change after last week’s decision by Vice Chancellor Laster of the Delaware Chancery Court in a case involving the Tom James custom apparel company. Read more in this week’s New York Business Divorce. …
Continue Reading Delaware Chancery Court Endorses Equitable Dissolution of LLC

Can majority members of an LLC withdraw a dissolution claim, over two years into the case, for the purpose of enforcing against a minority member the LLC agreement’s non-compete provision which, by its terms, lapses upon dissolution? Find out in this week’s New York Business Divorce. …
Continue Reading Court Rebuffs Dissolution Withdrawal in Denying Enforcement of Non-Compete

The fascinating case of Mintz v Pazer, which was reported over a year ago featuring discussion of a “Quick Draw” buy-sell agreement, makes its second appearance in this week’s New York Business Divorce, this time highlighting a pair of recent decisions by Justice David Schmidt resolving disputes over the timing of appraisals and valuation date. …
Continue Reading Case Highlights Importance of Valuation Date in Buy-Sell Agreement

Disputes over shareholder buy-outs continue to generate interesting court decisions addressing whether the purchasing controller has an affirmative, fiduciary duty of disclosure, as in Brummer v. Red Rabbit, LLC, highlighted in this week’s New York Business Divorce.
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Continue Reading Another Case of Seller’s Remorse Bites the Dust

Do majority shareholders of a close corporation owe a fiduciary duty to a minority shareholder to make accurate financial disclosures to enable fair valuation of the latter’s shares for purposes of a voluntary buy-out? Find out in this week’s New York Business Divorce.
Continue Reading Blurring the Lines Between Oppression, Duty of Disclosure, and Fiduciary Breach

Renowned business appraiser Chris Mercer has written a book called Unlocking Private Company Wealth that’s must reading for business owners and their advisors who should be concerned about wealth management and ownership transition for the closely held and family business. Read more in this week’s New York Business Divorce. …
Continue Reading Chris Mercer on Unlocking Private Company Wealth

The intensely personal dynamic of a family business divorce can lead to a multitude of applications to the court for interim relief in an effort to gain the higher ground financially and psychologically. This week’s New York Business Divorce highlights a case in which Justice Emily Pines addressed dueling motions by step-siblings for interim, mandatory injunctions in a battle for control of their late father’s auto dealerships.
Continue Reading Court Denies Mandatory Injunctive Relief in Battle for Control of Family Business

This week’s New York Business Divorce travels upstate, to Buffalo, where a most interesting dispute between 50/50 members of a realty company has played out in litigation before Justice Timothy Walker, focusing on the rights of the non-managing member to bring a derivative summary eviction proceeding against the LLC’s sole tenant. …
Continue Reading Not Your Father’s Derivative Action

Controlling shareholders who oppose corporate dissolution proceedings may be tempted to use company funds to pay their legal fees. This week’s New York Business Divorce features a decision by Justice Orin Kitzes holding in contempt of court a majority shareholder who did just that, …
Continue Reading Court Holds Shareholder in Contempt for Using Company Funds to Pay Legal Fees