Test your business divorce chops with a pop quiz in this week’s New York Business divorce featuring a series of questions involving cash-out mergers, fiduciary duty, and judicial dissolution of LLCs and close corporations.
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cash-out merger
The Farro Litigation: The Rest of the Story
This week’s New York Business Divorce is a follow-up to last week’s article, a piece about the enormously important appellate decision in the Farro case, the first to carefully consider the correct meaning and interpretation of New York’s LLC merger statute and its relation to the analogous corporation merger statute. In this week’s article, learn about the rest of the story in the Farro litigation, addressed in two companion appellate decisions issued the same day.
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Groundbreaking Appellate Ruling Boosts LLC Cash-Out Mergers
In a long-awaited decision handed down last week by the Appellate Division, Second Department, the court construed two sections of New York’s LLC Law in a significant boost to the ability of members with voting control to remove minority members by means of a cash-out merger. Learn more in this week’s New York Business Divorce.
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How to Initiate a Fair Value Appraisal Proceeding – a Dissenter’s Checklist
In this week’s New York Business Divorce, we go step-by-step through a tricky process, confusing to many: the procedures leading up to the commencement of a fair value appraisal proceeding.
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A Fond Adieu to Two Giants of the Manhattan Commercial Division Bench
In this week’s New York Business Divorce, a tip of the hat to retiring Justices Eileen Bransten and Charles E. Ramos with a look back at some of their more memorable business divorce rulings.
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Basics of Valuation Proceedings – Litigating an Appraisal from Start to Finish – Part 1
In this week’s New York Business Divorce – the first in a three-part series about the statutory triggers, legal rules, and accounting principles of business valuation proceedings – learn about the routes business owners can take to an appraisal proceeding.
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The Cash-Out Merger Solution to the Problem Minority Owner
Are you in business with, or advising a business with, a disruptive minority partner, shareholder, or member? What can you do about it? In this week’s New York Business Divorce we consider one option – the “cash-out” or “freeze-out” merger.
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Court Finds No Breach of Operating Agreement, No Basis to Enjoin LLC Freeze-Out Merger
The LLC freeze-out merger has been referred to by one scholar as “hidden statutory expulsion.” In a decision last month featured in this week’s New York Business Divorce, Manhattan Commercial Division Justice Charles Ramos refused to enjoin a freeze-out merger challenged by minority members of an LLC who claimed that it violated the LLC’s operating agreement.
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