“I’ll sell you my shares, but you’ll have to take my job, too.” That’s the upshot of a recent decision by Commercial Division Justice Elizabeth H. Emerson, holding that a right of first refusal in a shareholders’ agreement required any third-party buyer to assume the selling shareholder’s job responsibilities, and on that basis invalidating a minority shareholder’s attempt to sell his shares to his father. Learn more in this week’s New York Business Divorce.

Continue Reading Court Invalidates Father-Son Stock Transfer Under Right of First Refusal

A lawsuit among siblings who co-own a business that owns and operates a boat yard is fodder for an interesting decision earlier this month by Suffolk County Commercial Division Justice Elizabeth Emerson in Gillette v. Sembler. The decision, which addresses the requirement for pre-suit demand for derivative claims, is featured in this week’s New York Business Divorce.

Continue Reading Family Feud Highlights Hurdles to Derivative Actions Against Close Corporation Directors

An appellate ruling last month in DeMatteo v. DeMatteo Salvage Co. brings to a close the cautionary tale of an 8-year court battle among members of a family-owned business over the enforcement of a poorly designed buy-sell agreement. It’s in this week’s New York Business Divorce.

Continue Reading An Ill-Fated Solution to an Ill-Fated Buy-Sell Agreement

The rough and tumble of business divorce meets attorney ethics in this week’s New York Business Divorce which highlights a pair of decisions by Justices Elizabeth H. Emerson and Timothy S. Driscoll involving the issue of attorney disqualification in judicial dissolution proceedings of closely held businesses.

Continue Reading Disqualification of Counsel in Business Divorce Proceedings

Suffolk County Commercial Division Justice Elizabeth Hazlitt Emerson recently decided a fair value appraisal in a stock buyout proceeding under BCL 1118, in which she rejected the two experts’ widely divergent conclusions of value in favor of her own computation based on the income approach. Read all about it in this week’s New York Business Divorce.

Continue Reading Court Rejects Experts’ Appraisals in Fair Value Proceeding, Relies on Own Computation Using Income Approach