This week’s New York Business Divorce proudly features a guest post entitled “LLC Formalities that Matter” by Daniel S. Kleinberger, Emeritus Professor of Law at William Mitchell College of Law and leading authority on unincorporated business entities. Don’t miss it!
Continue Reading LLC Formalities that Matter: Guest Post by Professor Daniel Kleinberger

A Brooklyn appellate panel last week provided more fodder for the DLOM debate that’s been in the legal news of late, upholding a 0% DLOM in a fair value appraisal of a membership interest in a real estate holding company. It’s featured in this week’s New York Business Divorce.
Continue Reading Appellate Court Upholds 0% Marketability Discount in LLC Fair Value Case

In the 25 or so years since New York adopted its Revised Uniform Limited Partnership Act, last month’s trial court decision in Levine v. Seven Pines Associates, L.P. may be the first to address issues attendant to a post-merger, dissenting limited partner appraisal proceeding. It’s featured in this week’s New York Business Divorce.
Continue Reading Decision in Dissenting Limited Partner Case Directs Fair Value Hearing, Grants Discovery

Take a trip across the country with this week’s New York Business Divorce, as it examines five appellate decisions last year by courts outside New York in business divorce cases. …
Continue Reading Round-Up of Recent Business Divorce Cases From Across the Country

Justice Richard Platkin’s decision last month in O’Connor v. Coccadotts, Inc., denying a dissolution petitioner’s preliminary injunction motion after the respondent elected to purchase the petitioner’s shares, focuses attention on the interim remedies available to ensure that the eventual fair-value award will be paid. Learn more in this week’s New York Business Divorce. …
Continue Reading Post-Buyout Election Interim Remedies: Bond, Injunction, or Both?

Think you know the rules governing a 50% shareholder’s standing to seek statutory and common-law judicial dissolution of a closely held corporation? Test yourself with a pop quiz in this week’s New York Business Divorce.
Continue Reading Take the 50% Shareholder/Dissolution Pop Quiz!

A recent federal court decision in a high-stakes case resolved a dispute over the interpretation and application of what’s commonly called a “jerk insurance” provision in a shareholder buyout agreement. Learn more in this week’s New York Business Divorce.
Continue Reading “Jerk Insurance” Takes on New Meaning in Buyout Dispute

In the face of Second Department case law rejecting subject-matter jurisdiction over statutory dissolution claims involving foreign business entities, the plaintiffs in Bonavita v Savenergy, Inc. argued to Justice Timothy Driscoll that he nonetheless could hear a claim for common-law dissolution of a Delaware corporation. Did they succeed? Find out in this week’s New York Business Divorce. …
Continue Reading Court Declines Jurisdiction Over Claim for Common-Law Dissolution of Delaware Corporation

The Zelouf case returns to the spotlight in this week’s New York Business Divorce, occasioned by Justice Shirley Kornreich’s decision last month denying a motion to reargue the court’s refusal to apply a marketability discount in valuing the shares of a dissenting minority shareholder of a family-owned business.
Continue Reading Court’s Rejection of Marketability Discount in Zelouf Case Guided by Fairness, Not “Formalistic and Buzzwordy Principles”

New York Business Divorce proudly presents its seventh annual list of the past year’s ten most noteworthy business divorce cases, along with short summaries and links to prior posts on the featured cases. Happy New Year!
Continue Reading Top Ten Business Divorce Cases of 2014