There’s sure to be fireworks — or at least litigation — when one of two 50% members of an LLC attempts to terminate the other for wrongful conduct as vaguely defined in the LLC agreement, as illustrated in an appellate ruling last month in Harker v. Guyther, featured in this week’s New York Business Divorce.
Continue Reading Court Construes Member Expulsion Provision in LLC Agreement

On the heels of the Zelouf and AriZona Iced Tea cases, this week’s New York Business Divorce highlights yet another interesting fair value contest, decided by Justice Carolyn Demarest, involving a battle of forensic accounting and valuation experts over the alleged skimming of millions in cash receipts at a restaurant. …
Continue Reading Restaurant’s Cash-Skimming Majority Owners Forced to Buy Out Minority Shareholder or Face Dissolution

After years of litigation and a lengthy trial, earlier this month Justice Timothy Driscoll released his decision fixing the fair value of the petitioning 50% shareholder’s interest in the AriZona Iced Tea companies. You won’t want to miss it in this week’s New York Business Divorce.
Continue Reading Court Rejects Potential Acquirers’ Expressions of Interest, Relies Solely on DCF Method to Determine Fair Value of 50% Interest in AriZona Iced Tea

Last week’s post highlighted Justice Kornreich’s rejection of a marketability discount in the Zelouf case, a dissenting shareholder appraisal proceeding. In this week’s Part Two, New York Business Divorce examines a number of additional issues of interest in the Zelouf decision, including tax-affecting, control premium, and damages for quasi-derivative claims. …
Continue Reading Zelouf (Part Two): Fair Value Ruling Addresses Range of Issues

This week’s New York Business Divorce presents the first of a two-part examination of Justice Shirley Kornreich’s must-read decision in Zelouf International v. Zelouf, a dissenting shareholder appraisal proceeding in which the court rejected application of a marketability discount. …
Continue Reading Zelouf (Part One): Marketability Discount Rejected in Fair Value Proceeding

Tom Rutledge, one of the country’s leading lawyers and commentators on business organizations, recently published a fascinating article on minority shareholder oppression in which he challenges whether courts ought to provide remedies for terminated at-will employees who also happen to be minority shareholders. Read about it in this week’s New York Business Divorce. …
Continue Reading You’re Fired! No, I’m Oppressed!

A recent decision by Justice Vito DeStefano highlights the choices to be made by a 50% shareholder when choosing the statutory basis for dissolution, and the effect the choice has on available remedies. The case is featured in this week’s New York Business Divorce.
Continue Reading Choose the Right Dissolution Statute for the Right Remedy

A decision last week by a Manhattan appellate panel eases the way for books-and-records proceedings brought by shareholders seeking corporation records evidencing misconduct by officers and directors. Find out more in this week’s New York Business Divorce.
Continue Reading A Boost for Books-and-Records Proceedings

In this week’s New York Business Divorce, find out how Justice Vito DeStefano ruled when asked to dismiss a damages suit by a minority shareholder against the majority shareholder, brought years after the minority shareholder abandoned a prior dissolution proceeding in which the majority shareholder elected to purchase.
Continue Reading Buy-Out Interruptus: Court Okays New Suit Five Years After Unconsummated Election to Purchase in Prior Dissolution Case