It’s no match for Jarndyce v. Jarndyce, but 15 years is some sort of record for litigating the breakup of a single-asset real estate partnership during which one of the partners died, triggering the other’s option to purchase under a fixed-price formula. Read about it in this week’s New York Business Divorce.
Continue Reading A Partnership Dissolution in Three Acts Over Fifteen Years and Counting

This week’s New York Business Divorce, authored by Peter J. Sluka, looks at a first-impression decision by the Delaware Chancery Court in which the court characterized a shareholder buy-out provision as a call option, with consequences for the company’s attempt to revoke its initiation of the buy-out.
Continue Reading Consider Whether Your Buy-Sell Provision is a Call Option Before Pulling the Trigger

Shotgun buy-sell provisions frequently are included in shareholder and operating agreements, but there’s little evidence that business owners “pull the trigger” with any frequency. This week’s New York Business Divorce looks at one of the rare litigations involving a shotgun provision in action.
Continue Reading Aim Carefully Before Pulling Trigger on Shotgun Buy-Sell Agreement

Deadlock in LLCs with two equal members can be a major problem and trigger for dissolution proceedings, which is why it’s crucial to consider deadlock avoidance provisions in the operating agreement. This week’s New York Business Divorce, and a related podcast interview on the Business Divorce Roundtable, features noted LLC expert and attorney John Cunningham on the topic of LLC deadlock and how to avoid it.
Continue Reading John Cunningham on Avoiding Deadlock in Two-Member LLCs

Agreements providing for compulsory buyouts upon termination of a minority shareholder’s employment can be a good thing. Complications or sometimes litigation sets in, however, when termination for cause is linked to a devalued buyout formula, as illustrated in the case highlighted in this week’s New York Business Divorce.
Continue Reading The Hidden Cost of a Devalued Buyback Upon Termination for Cause

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

Whatever doubts you may have had about the perils of using fixed-pricing in shareholder buy-sell agreements likely will be dispelled when you read this week’s New York Business Divorce highlighting a recent decision by the Appellate Division, Fourth Department, in Sullivan v. Troser Management, Inc.
Continue Reading Missing Certificate of Value Spawns Decade-Long Lawsuit Over Buy-Sell Agreement

Buy-sell agreements in shareholder agreements are supposed to avoid — not foment — litigation over the value of the interest being redeemed or sold. Matter of Grande’ Vie, LLC, decided last month by the Appellate Division, Fourth Department, tells a cautionary tale of a buy-sell provision gone wrong. Learn more about this important topic in this week’s New York Business Divorce.

Continue Reading Clash of the Clauses: Divided Appellate Panel Rules that “Binding” Appraisal Per Buy-Sell Agreement Must be Arbitrated