Under traditional principles of business valuation, courts are generally expected to eschew metrics post-dating the valuation date. But often, litigants hoping to either increase or decrease an entity’s valuation ask courts to consider post-valuation date events or financial performance as affirmatory or disaffirmatory of financial projections or assumptions made before or as of the valuation date. Sometimes, litigants succeed in that endeavor. Read about a recent example in this week’s New York Business Divorce.
Continue Reading Can Post-Valuation Date Historical Performance Trump Pre-Valuation Date Financial Projections?
DeStefano
$30 Million Appraisal of Plumbing Fixtures “Marketeer” Goes Down the Drain at Fair Value Hearing

Was the company worth $30 million or $6 million? That was the question recently decided by Justice Vito M. DeStefano who presided over a 7-day fair-value appraisal hearing in Magarik v. Kraus USA, Inc. This week’s New York Business Divorce has the story.
Continue Reading $30 Million Appraisal of Plumbing Fixtures “Marketeer” Goes Down the Drain at Fair Value Hearing
Can the Company Pay My Legal Fees?

Business divorce litigants ask all the time, “Can the company pay my legal fees?” In this week’s New York Business Divorce, the first in a two-part series, we take a look at ways in which closely-held business owners and managers may defend themselves with funds advanced or indemnified by the business.
Continue Reading Can the Company Pay My Legal Fees?
Race to the Exit as Professional Practice Falters

Buy-out and retirement obligations in professional practices can trigger a contentious race to be the first to resign or retire when hard financial times hit, which is what happened in the case highlighted in this week’s New York Business Divorce.
Continue Reading Race to the Exit as Professional Practice Falters
Summer Shorts: Partnership Interest Reduction and Other Recent Decisions of Interest
This 6th annual edition of Summer Shorts presents brief commentary on three decisions of interest in business divorce cases, including a dispute among LLP partners over the reduction of one partner’s interest; disqualification of counsel in an LLC dissolution case; and a Delaware books-and-records case involving phantom stock. …
Continue Reading Summer Shorts: Partnership Interest Reduction and Other Recent Decisions of Interest
LLC Case Notes: Member Expulsion, Withdrawal, and LLC Purpose
This week’s New York Business Divorce highlights a trio of recent decisions involving LLC disputes concerning the membership rights of the estate of a deceased member, the intended purpose of the LLC as the basis for a dissolution claim, and the power to expel a member. …
Continue Reading LLC Case Notes: Member Expulsion, Withdrawal, and LLC Purpose
A Doozy of a Discontinuance in Deadlock Dissolution Case

The death of a shareholder amidst a deadlock dissolution proceeding turns the case upside down, as explained in a decision last month by Justice Vito M. DeStefano granting the petitioner’s request to discontinue the proceeding. Check it out in this week’s New York Business Divorce. …
Continue Reading A Doozy of a Discontinuance in Deadlock Dissolution Case
Can LLC Members Walk Away From Fiduciary Duties?

A case decided last month by Justice Timothy Driscoll in Gilbert v Weintraub raises but doesn’t answer the tantalizing question whether a member of a multi-member, member-managed LLC with no operating agreement can shed fiduciary obligations and freely start a competing business by disavowing any management role in the prior business. This week’s New York Business Divorce has the story. …
Continue Reading Can LLC Members Walk Away From Fiduciary Duties?
Decision Yields Hits and Misses for Plaintiff in Partnership Dissolution Case

A recent decision by Justice Vito DeStefano in Breidbart v Olshan offers valuable pleading tips and identifies pleading pitfalls for practitioners in crafting complaints in partnership disputes. Learn more in this week’s New York Business Divorce.
Continue Reading Decision Yields Hits and Misses for Plaintiff in Partnership Dissolution Case
Choose the Right Dissolution Statute for the Right Remedy

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