When a corporation disposes of “all or substantially all” assets, shareholders opposed to the transaction are entitled to dissent and demand fair value for their shares in an appraisal proceeding. Does a corporation’s transfer of its assets to another entity with retention of “beneficial” ownership trigger the statutory right to dissent and seek fair value? Learn the answer in this week’s New York Business Divorce.
Continue Reading Direct to Beneficial: Change of Corporate Ownership Structure Yields No Right to Dissent and Seek Appraisal

This week’s New York Business Divorce looks at two recent decisions by appellate courts in New York and Massachusetts in which dissident shareholder/directors sought access to the other directors’ communications with corporate counsel. Did they succeed? Read on to find out.
Continue Reading Can “Adverse” Shareholder/Director Access Privileged Communications With Corporate Counsel?

A decision earlier this month by Manhattan Commercial Division Justice Bernard Fried in Barasch v. Williams Real Estate Co. analyzes dissenting shareholder appraisal rights in a complex corporate reorganization that resulted in a new majority owner of a major real estate brokerage firm. This week’s New York Business Divorce has the story.
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Continue Reading Corporate Reorganization to Bring in New Majority Owner Triggers Dissenting Shareholder Appraisal Rights