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.
Continue Reading How to Initiate a Fair Value Appraisal Proceeding – a Dissenter’s Checklist
This week’s New York Business Divorce examines an interesting appellate ruling from Colorado denying enforcement of a non-compete against a shareholder-employee of a medical practice who dissented from a merger and demanded payment for the fair value of his shares.
Continue Reading You Dissented From a Merger. Are You Bound by Your Non-Compete?
The statute governing LLC mergers requires a member vote at a meeting to be held on at least 20 days notice. In Slayton v. Highline Stages, LLC, the majority members used written consents in lieu of a meeting to approve a freeze-out merger, which the frozen-out minority member challenged. Did she succeed? Find out in this week’s New York Business Divorce.
Continue Reading No Meeting, No Vote Required for LLC’s Freeze-Out Merger Approved by Majority’s Written Consents
No one does “fair value” like the Delaware Court of Chancery. This week’s New York Business Divorce highlights three recent share appraisal decisions by that court, whose penetrating legal analysis of valuation issues leads the way for courts across the country.
Continue Reading Recent Fair Value Cases in the Delaware Chancery Court
Freeze-out mergers are well known in the corporate venue, but did you know they can also be used for limited liability companies, and that they can trigger appraisal rights? This week’s New York Business Divorce examines a decision by Manhattan Commercial Division Justice Charles Ramos in a rare lawsuit prompted by an LLC freeze-out merger.
Continue Reading Freeze-Out Merger and the Limited Liability Company